[Important Notice, Table of Contents, and Definitions](index=2&type=section&id=Important%20Notice%2C%20Table%20of%20Contents%2C%20and%20Definitions) This section provides essential information, a detailed table of contents, and definitions of key terms used throughout the report [Important Notice](index=2&type=section&id=Important%20Notice) The Board of Directors, Board of Supervisors, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content, with all directors attending the review meeting - The company's Board of Directors, Board of Supervisors, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, with no false records, misleading statements, or major omissions[5](index=5&type=chunk) - Company负责人 Hou Yaoqi, Chief Accountant Jiang Xiaodan, and Head of Accounting Department Zhao Yingbin 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[6](index=6&type=chunk) [Table of Contents](index=3&type=section&id=Table%20of%20Contents) This report's clear table of contents outlines eight main chapters, offering comprehensive information navigation for investors Report Chapter Overview | Chapter | Title | Starting Page | |---|---|---| | Part I | Important Notice, Table of Contents, and Definitions | 2 | | Part II | Company Profile and Key Financial Indicators | 6 | | Part III | Management Discussion and Analysis | 9 | | Part IV | Corporate Governance, Environment, and Society | 17 | | Part V | Significant Matters | 19 | | Part VI | Share Changes and Shareholder Information | 25 | | Part VII | Bond-Related Information | 30 | | Part VIII | Financial Report | 31 | [Definitions](index=5&type=section&id=Definitions) This section defines common terms used in the report, including company names, major subsidiaries, related parties, and regulatory bodies, ensuring accurate understanding of the content - "The Company," "Company," "Gooao Tech," and "Gooao Electronics" all refer to Shanghai Gooao Electronic Technology Co., Ltd[14](index=14&type=chunk) - The reporting period refers to January 1, 2025, to June 30, 2025[14](index=14&type=chunk) [Company Profile and Key Financial Indicators](index=6&type=section&id=Company%20Profile%20and%20Key%20Financial%20Indicators) 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=I.%20Company%20Profile) The company's stock abbreviation is Gooao Tech, stock code 300551, listed on the Shenzhen Stock Exchange, with Hou Yaoqi as the legal representative Company Basic Information | Stock Abbreviation | Gooao Tech | |---|---| | Stock Code | 300551 | | Stock Exchange | Shenzhen Stock Exchange | | Company's Chinese Name | Shanghai Gooao Electronic Technology Co., Ltd | | Company's Legal Representative | Hou Yaoqi | [Contact Person and Information](index=6&type=section&id=II.%20Contact%20Person%20and%20Information) Hou Yaoqi serves as the acting Board Secretary, Liu Peng is the Securities Affairs Representative, and contact details remain unchanged Company Contact Information | Position | Name | Contact Address | Phone | Email | |---|---|---|---|---| | Board Secretary | Hou Yaoqi (Acting) | No. 6, Lane 1225, Tongpu Road, Putuo District, Shanghai | 021-22252595 | ir@gooao.cn | | Securities Affairs Representative | Liu Peng | No. 6, Lane 1225, Tongpu Road, Putuo District, Shanghai | 021-22252595 | ir@gooao.cn | [Other Information](index=6&type=section&id=III.%20Other%20Information) During the reporting period, there were no changes in the company's contact information, disclosure, or registration details, as referenced in the 2024 annual report - The company's registered address, office address and postal code, website, and email address remained unchanged during the reporting period, as detailed in the 2024 annual report[18](index=18&type=chunk) - The company's designated securities exchange website and media for semi-annual report disclosure, as well as the report's availability location, remained unchanged during the reporting period, as detailed in the 2024 annual report[19](index=19&type=chunk) - The company's registration status remained unchanged during the reporting period, as detailed in the 2024 annual report[20](index=20&type=chunk) [Key Accounting Data and Financial Indicators](index=7&type=section&id=IV.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) During the reporting period, the company's operating revenue significantly decreased by **50.40%** year-on-year, primarily due to Donggao Technology no longer being consolidated, while net loss attributable to shareholders narrowed by **5.73%**, but net cash flow from operating activities declined by **859.88%** Key Accounting Data and Financial Indicators (Current Reporting Period vs. Prior Year) | Indicator | Current Reporting Period (yuan) | Prior Year (yuan) | Year-on-Year Change | |---|---|---|---| | Operating Revenue | 72,200,793.86 | 145,577,710.78 | -50.40% | | Net Profit Attributable to Shareholders of the Listed Company | -113,443,243.61 | -120,337,237.46 | 5.73% | | Net Profit Attributable to Shareholders of the Listed Company (Excluding Non-Recurring Gains and Losses) | -114,268,822.33 | -120,554,183.25 | 5.21% | | Net Cash Flow from Operating Activities | -47,963,584.65 | 6,311,986.11 | -859.88% | | Basic Earnings Per Share (yuan/share) | -0.33 | -0.35 | 5.71% | | Diluted Earnings Per Share (yuan/share) | -0.33 | -0.35 | 5.71% | | Weighted Average Return on Net Assets | -21.25% | -13.79% | -7.46% | | **Period-End Indicators** | **Current Period-End (yuan)** | **Prior Year-End (yuan)** | **Period-End Change from Prior Year-End** | | Total Assets | 619,977,467.97 | 723,805,372.44 | -14.34% | | Net Assets Attributable to Shareholders of the Listed Company | 487,638,566.75 | 590,629,371.92 | -17.44% | [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 financial reports prepared under international or overseas accounting standards and those under Chinese accounting standards during the reporting period - The company reported no differences in net profit and net assets between financial reports prepared under international accounting standards and those under Chinese accounting standards during the reporting period[22](index=22&type=chunk) - The company reported no differences in net profit and net assets between financial reports prepared under overseas accounting standards and those under Chinese accounting standards during the reporting period[23](index=23&type=chunk) [Non-Recurring Gains and Losses Items and Amounts](index=7&type=section&id=VI.%20Non-Recurring%20Gains%20and%20Losses%20Items%20and%20Amounts) During the reporting period, the company's total non-recurring gains and losses amounted to **825,578.72 yuan**, primarily comprising government grants and gains/losses from disposal of non-current assets Non-Recurring Gains and Losses Items and Amounts | Item | Amount (yuan) | Explanation | |---|---|---| | Gains/losses from disposal of non-current assets | -11,342.61 | | | Government grants recognized in current profit or loss | 925,215.38 | Excluding government grants closely related to the company's normal business operations, compliant with national policies, enjoyed under established standards, and having a continuous impact on the company's profit or loss | | Other non-operating income and expenses apart from the above | -21,794.05 | | | Less: Income tax impact | 17,500.00 | | | Impact on minority interests (after tax) | 49,000.00 | | | Total | 825,578.72 | | [Management Discussion and Analysis](index=9&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an in-depth analysis of the company's main business, core competencies, financial performance, investment activities, and risks during the reporting period [Company's Main Business Activities During the Reporting Period](index=9&type=section&id=I.%20Company%27s%20Main%20Business%20Activities%20During%20the%20Reporting%20Period) Gooao Tech, a smart financial system solution provider, operates in two main segments: smart financial systems (financial equipment and software) and financial information services (financial derivatives software), serving banks and securities firms - Gooao Tech's main business is divided into two segments: smart financial systems and financial information services, providing integrated solutions and software products to financial institutions such as banks and securities companies[28](index=28&type=chunk) - The smart financial system leverages high-tech such as image recognition, artificial intelligence, and blockchain to offer intelligent sorting, smart self-service, and currency anti-counterfeiting services[28](index=28&type=chunk) - In the financial information services sector, the company primarily offers products like QWIN option strategy trading software and QWIN futures and options market-making software through Shanghai Qianyue Information Technology Co., Ltd[28](index=28&type=chunk) [Analysis of Core Competencies](index=9&type=section&id=II.%20Analysis%20of%20Core%20Competencies) The company's core competencies include strong technical advantages, extensive customer resources, a recognized brand, and Shanghai Qianyue's qualifications in financial information technology - The company has developed a rich and powerful product system and established a comprehensive cross-border technical service system, leveraging its strong financial research technology, product R&D capabilities, and a robust R&D team[32](index=32&type=chunk) - The company has successfully entered major national joint-stock banks, including Agricultural Bank of China, Industrial and Commercial Bank of China, China Construction Bank, Bank of Communications, and Postal Savings Bank of China, demonstrating significant customer advantages, and has established collaborations with financial institutions in multiple countries and regions in the international market[33](index=33&type=chunk) - As of the end of June 2025, Shanghai Qianyue has obtained qualifications such as High-Tech Enterprise, Specialized and New Small and Medium-sized Enterprise, and Software Enterprise, and holds **31 software copyrights**[33](index=33&type=chunk) Company's Main Intellectual Property Rights (As of June 30, 2025) | Intellectual Property Type | Quantity | |---|---| | Trademarks | 60 items | | Software Copyrights | 216 items | | Patent Technologies | 522 items (including 213 invention patents, 263 utility model patents, and 46 design patents) | [Main Business Analysis](index=10&type=section&id=III.%20Main%20Business%20Analysis) During the reporting period, operating revenue decreased by **50.40%** due to Donggao Technology's deconsolidation, while operating costs increased by **54.46%** from higher financial equipment sales, and various expenses significantly declined for the same reason, with net cash flow from operating activities decreasing by **859.88%** due to prior year trade business collections Key Financial Data Year-on-Year Changes | Indicator | Current Reporting Period | Prior Year | Year-on-Year Change | Reason for Change | |---|---|---|---| | Operating Revenue | 72,200,793.86 | 145,577,710.78 | -50.40% | Primarily due to Donggao Technology no longer being included in the consolidation scope during the reporting period | | Operating Cost | 71,670,483.33 | 46,401,248.90 | 54.46% | Primarily due to increased sales of financial equipment and services during the reporting period | | Selling Expenses | 15,728,743.01 | 75,249,200.88 | -79.10% | Primarily due to Donggao Technology no longer being included in the consolidation scope during the reporting period | | Administrative Expenses | 12,551,712.02 | 35,110,169.94 | -64.25% | Primarily due to Donggao Technology no longer being included in the consolidation scope during the reporting period | | Income Tax Expense | -2,507,441.61 | -7,306,366.56 | 65.68% | Primarily due to Donggao Technology no longer being included in the consolidation scope during the reporting period | | Net Cash Flow from Operating Activities | -47,963,584.65 | 6,311,986.11 | -859.88% | Primarily due to trade business collections in the prior year | | Net Cash Flow from Investing Activities | -578,374.19 | -104,100,944.31 | 99.44% | Primarily due to payment for Xincun Technology equity investment in the prior year | | Net Cash Flow from Financing Activities | -2,142,451.22 | -25,017,950.74 | 91.44% | Primarily due to repayment of minority shareholder loans from Youzuo Trading in the prior year | Products or Services Accounting for Over 10% of Revenue | Product or Service | Operating Revenue | Operating Cost | Gross Margin | Year-on-Year Change in Operating Revenue | Year-on-Year Change in Operating Cost | Year-on-Year Change in Gross Margin | |---|---|---|---|---|---|---| | Financial Equipment and Services | 64,047,486.04 | 68,958,194.65 | -7.67% | 50.47% | 97.31% | -25.56% | | Information Technology Product Series | 8,000,984.73 | 2,493,747.42 | 68.83% | -25.22% | 4.23% | -8.81% | | **By Industry** | | | | | | | | Electronic Information Industry - Finance | 66,221,406.21 | 64,928,698.94 | 1.95% | -51.87% | 64.59% | -69.37% | | **By Region** | | | | | | | | Domestic | 64,390,004.64 | 65,844,410.45 | -2.26% | -53.83% | 53.16% | -71.43% | [Non-Core Business Analysis](index=12&type=section&id=IV.%20Non-Core%20Business%20Analysis) During the reporting period, non-core business significantly impacted total profit, with investment income at **-67,286,750.40 yuan** primarily from losses in Xincun Technology, and asset impairment at **-16,286,961.11 yuan** mainly due to inventory write-downs and long-term equity investment impairment Impact of Non-Core Business on Total Profit | Item | Amount (yuan) | Proportion of Total Profit | Explanation of Formation | Sustainability | |---|---|---|---|---| | Investment Income | -67,286,750.40 | 55.79% | Primarily investment income recognized from Xincun Technology investment | Yes | | Asset Impairment | -16,286,961.11 | 13.51% | Primarily inventory write-downs and long-term equity investment impairment provisions recognized during the reporting period | Yes | | Credit Impairment Loss | 2,232,799.18 | -1.85% | Primarily credit impairment losses on receivables recognized during the reporting period | Yes | | Other Income | 1,134,870.09 | -0.94% | Primarily government grants received during the reporting period | Yes | [Analysis of Assets and Liabilities](index=12&type=section&id=V.%20Analysis%20of%20Assets%20and%20Liabilities) At the end of the reporting period, both total assets and net assets attributable to shareholders decreased, with monetary funds down by **1.76%** due to prior year trade collections, accounts receivable up by **2.78%** from increased sales, and long-term equity investments down by **4.71%** due to Xincun Technology losses and impairment, while investment properties and notes payable significantly increased Significant Changes in Asset Composition (Current Reporting Period End vs. Prior Year End) | Item | Current Period-End Amount (yuan) | Proportion of Total Assets | Prior Year-End Amount (yuan) | Proportion of Total Assets | Change in Proportion | Explanation of Significant Change | |---|---|---|---|---|---|---| | Monetary Funds | 162,083,856.51 | 26.14% | 201,909,179.33 | 27.90% | -1.76% | Primarily due to trade business collections in the prior year | | Accounts Receivable | 50,390,462.07 | 8.13% | 38,759,092.28 | 5.35% | 2.78% | Primarily due to increased sales of financial equipment and services during the reporting period | | Investment Properties | 24,562,030.90 | 3.96% | | | 3.96% | Primarily due to houses being leased out during the reporting period, with related fixed assets transferred to investment properties | | Long-Term Equity Investments | 190,531,222.75 | 30.73% | 256,490,151.51 | 35.44% | -4.71% | Primarily due to recognition of investment losses in Xincun Technology and impairment provisions for long-term investments during the reporting period | | Fixed Assets | 25,187,992.28 | 4.06% | 53,103,755.90 | 7.34% | -3.28% | Primarily due to houses being leased out during the reporting period, with related fixed assets transferred to investment properties | | Notes Payable | 8,118,000.00 | 1.31% | | | 1.31% | Primarily due to the issuance of bank acceptance bills during the reporting period | Asset Rights Restriction Status (Period-End vs. Period-Beginning) | Item | Period-End Balance (yuan) | Period-Beginning Balance (yuan) | |---|---|---| | Bank Acceptance Bill Deposits | 10,654,584.75 | 1,139.38 | | Letter of Guarantee Deposits | 1,321,773.90 | 1,244,058.61 | | Total | 11,976,358.65 | 1,245,197.99 | [Analysis of Investment Status](index=14&type=section&id=VI.%20Analysis%20of%20Investment%20Status) During the reporting period, the company's total investment was **3 million yuan**, a significant decrease of **1029.86%** compared to the prior year, with no major equity or non-equity investments and no use of raised funds Investment Amount Comparison During Reporting Period | Indicator | Investment Amount in Reporting Period (yuan) | Investment Amount in Prior Year (yuan) | Change Rate | |---|---|---|---| | Total Investment Amount | 3,000,000.00 | 112,985,781.00 | -1,029.86% | Financial Assets Measured at Fair Value | Asset Category | Period-End Amount (yuan) | Source of Funds | |---|---|---| | Other | 500,000.00 | Own Funds | - The company had no use of raised funds, derivative investments, or entrusted loans during the reporting period[51](index=51&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk) [Significant Asset and Equity Sales](index=15&type=section&id=VII.%20Significant%20Asset%20and%20Equity%20Sales) The company did not sell any significant assets or equity during the reporting period - The company did not sell any significant assets during the reporting period[55](index=55&type=chunk) - The company did not sell any significant equity during the reporting period[56](index=56&type=chunk) [Analysis of Major Holding and Participating Companies](index=15&type=section&id=VIII.%20Analysis%20of%20Major%20Holding%20and%20Participating%20Companies) Shanghai Qianyue Information Technology Co., Ltd., a major subsidiary, reported a net profit of **907,240.02 yuan**, while Xincun Technology (Wuhan) Co., Ltd., an associate, incurred a net loss of **-176,766,643.33 yuan**, significantly impacting the company's performance Financial Performance of Major Subsidiaries and Associates (Unit: yuan) | Company Name | Company Type | Main Business | Net Profit | |---|---|---|---| | Shanghai Qianyue Information Technology Co., Ltd | Subsidiary | Software and Information Technology Services | 907,240.02 | | Shanghai Haoyuan Ancient Information Management Partnership (Limited Partnership) | Subsidiary | Other Professional Consulting and Investigation | -66,946,075.80 | | Donggao (Guangdong) Technology Development Co., Ltd | Associate | Technology Promotion and Application Services, Securities Investment Consulting | 528,000.46 | | Xincun Technology (Wuhan) Co., Ltd | Associate | Integrated Circuit Design | -176,766,643.33 | - During the reporting period, the company invested in establishing Shanghai Shuyu Ruipu Technology Co., Ltd., and liquidated and deregistered Shanghai Youzuo Trading Co., Ltd., Huai'an Hengjing New Energy Technology Co., Ltd., and Shijiazhuang Hengneng New Energy Technology Co., Ltd., with minor impact on overall production, operations, and performance[58](index=58&type=chunk) [Information on Structured Entities Controlled by the Company](index=16&type=section&id=IX.%20Information%20on%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) [Risks Faced by the Company and Countermeasures](index=16&type=section&id=X.%20Risks%20Faced%20by%20the%20Company%20and%20Countermeasures) The company faces risks including reduced industry demand, loss of professional technical personnel, policy and regulatory compliance, and impairment of long-term equity investments and goodwill, which it addresses through continuous technological updates, talent incentives, compliant operations, and impairment testing - Risk of reduced industry demand: As banks increase their demand for intelligent and automated financial equipment, the company must accurately grasp technological trends and customer needs to promptly update products and services[58](index=58&type=chunk)[59](index=59&type=chunk) - Risk of professional technical personnel loss: The company maintains the stability of its technical team by establishing a compensation system and career advancement channels[59](index=59&type=chunk) - Risk of long-term equity investment and goodwill impairment: If Xincun Technology's future operations fall short of expectations, there is a risk of impairment; the company conducts necessary impairment tests annually and establishes a comprehensive budget and forecasting system to adjust business strategies promptly[60](index=60&type=chunk) [Registration Form for Research, Communication, and Interview Activities During the Reporting Period](index=17&type=section&id=XI.%20Registration%20Form%20for%20Research%2C%20Communication%2C%20and%20Interview%20Activities%20During%20the%20Reporting%20Period) On May 15, 2025, the company participated in the "2025 Shanghai Listed Companies Annual Report Collective Performance Briefing" online, engaging with investors on its 2024 annual report and other concerns - On May 15, 2025, the company participated in the "2025 Shanghai Listed Companies Annual Report Collective Performance Briefing" via an online platform, communicating with investors online regarding the 2024 annual report and other investor concerns[61](index=61&type=chunk) [Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan](index=17&type=section&id=XII.%20Formulation%20and%20Implementation%20of%20Market%20Value%20Management%20System%20and%20Valuation%20Enhancement%20Plan) The company has not formulated a market value management system nor disclosed a valuation enhancement plan - The company has not formulated a market value management system[62](index=62&type=chunk) - The company has not disclosed a valuation enhancement plan[62](index=62&type=chunk) [Implementation of the 'Dual Improvement in Quality and Returns' Action Plan](index=17&type=section&id=XIII.%20Implementation%20of%20the%20%22Dual%20Improvement%20in%20Quality%20and%20Returns%22%20Action%20Plan) The company has not disclosed an announcement regarding the "Dual Improvement in Quality and Returns" action plan - The company has not disclosed an announcement regarding the "Dual Improvement in Quality and Returns" action plan[62](index=62&type=chunk) [Corporate Governance, Environment, and Society](index=17&type=section&id=Corporate%20Governance%2C%20Environment%2C%20and%20Society) This section details changes in the company's governance structure, profit distribution plans, employee incentive measures, environmental disclosures, and social responsibility initiatives [Changes in Directors, Supervisors, and Senior Management](index=17&type=section&id=I.%20Changes%20in%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) During the reporting period, the company's Board Secretary, Tian Qing, was dismissed on January 3, 2025 Changes in Senior Management | Name | Position Held | Type | Date | Reason | |---|---|---|---|---| | Tian Qing | Board Secretary | Dismissal | January 03, 2025 | Dismissal | [Profit Distribution and Capital Reserve Conversion to Share Capital During the Reporting Period](index=17&type=section&id=II.%20Profit%20Distribution%20and%20Capital%20Reserve%20Conversion%20to%20Share%20Capital%20During%20the%20Reporting%20Period) 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[64](index=64&type=chunk) [Implementation of Company's Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=17&type=section&id=III.%20Implementation%20of%20Company%27s%20Equity%20Incentive%20Plans%2C%20Employee%20Stock%20Ownership%20Plans%2C%20or%20Other%20Employee%20Incentive%20Measures) The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation 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[65](index=65&type=chunk) [Environmental Information Disclosure](index=18&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[66](index=66&type=chunk) [Social Responsibility](index=18&type=section&id=V.%20Social%20Responsibility) Adhering to its corporate values, the company is committed to establishing a modern enterprise system and actively fulfilling its social responsibilities, including protecting the legitimate rights and interests of shareholders, employees, suppliers, and customers, while emphasizing investor relations management and information disclosure - The company strictly complies with laws and regulations, improves its governance structure, safeguards the legitimate rights and interests of shareholders, especially small and medium-sized shareholders, and ensures their right to know, participate, and vote on significant matters[66](index=66&type=chunk) - The company legally signs labor contracts with employees, handles social insurance and housing provident funds, provides a healthy working environment, and focuses on talent development and vocational training[66](index=66&type=chunk) - The company establishes win-win cooperative relationships with suppliers and customers, respects and protects their legitimate rights and interests; it actively communicates and interacts with investors through investor hotlines and interactive platforms, fulfilling its information disclosure obligations[67](index=67&type=chunk) [Significant Matters](index=19&type=section&id=Significant%20Matters) This section covers the fulfillment of commitments, related party transactions, litigation, and other significant events impacting the company during the reporting period [Fulfillment of Commitments](index=19&type=section&id=I.%20Fulfillment%20of%20Commitments) The company's actual controller, Chen Chongjun, and certain senior management are fulfilling their commitments regarding share lock-up, reduction, avoidance of horizontal competition, related party transactions, and fund occupation, with no overdue unfulfilled commitments at the end of the reporting period - Actual controller Chen Chongjun's commitments regarding share lock-up, reduction, and avoidance of horizontal competition, related party transactions, and fund occupation are currently being fulfilled normally[69](index=69&type=chunk)[70](index=70&type=chunk) - Senior management members Jiang Xiaodan, Hou Yaoqi, and Zhang Xiangyu's commitments regarding share reduction and lock-up are also being fulfilled normally[70](index=70&type=chunk) [Non-Operating Funds Occupied by Controlling Shareholders and Other Related Parties from the Listed Company](index=20&type=section&id=II.%20Non-Operating%20Funds%20Occupied%20by%20Controlling%20Shareholders%20and%20Other%20Related%20Parties%20from%20the%20Listed%20Company) During the reporting period, there were no instances of non-operating funds being occupied by controlling shareholders or other related parties from the listed company - During the reporting period, there were no instances of non-operating funds being occupied by controlling shareholders or other related parties from the listed company[71](index=71&type=chunk) [Irregular External Guarantees](index=20&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) [Appointment and Dismissal of Accounting Firms](index=20&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[74](index=74&type=chunk) [Explanation by the Board of Directors, Board of Supervisors, and Audit Committee on the 'Non-Standard Audit Report' for the Current Period](index=21&type=section&id=V.%20Explanation%20by%20the%20Board%20of%20Directors%2C%20Board%20of%20Supervisors%2C%20and%20Audit%20Committee%20on%20the%20%22Non-Standard%20Audit%20Report%22%20for%20the%20Current%20Period) The company had no non-standard audit report during the reporting period - The company had no non-standard audit report during the reporting period[75](index=75&type=chunk) [Board of Directors' Explanation on Matters Related to the 'Non-Standard Audit Report' for the Previous Year](index=21&type=section&id=VI.%20Board%20of%20Directors%27%20Explanation%20on%20Matters%20Related%20to%20the%20%22Non-Standard%20Audit%20Report%22%20for%20the%20Previous%20Year) The Board of Directors believes that the matters related to the qualified opinion in the company's 2024 audit report, as addressed by Zhonghua Certified Public Accountants' review report, have been eliminated - Zhonghua Certified Public Accountants issued a "Review Report on the Elimination of Matters Related to the Qualified Opinion in Shanghai Gooao Electronic Technology Co., Ltd.'s 2024 Annual Audit Report" on June 30, 2025, and the Board of Directors believes the related impact has been eliminated[75](index=75&type=chunk) [Bankruptcy Reorganization Matters](index=21&type=section&id=VII.%20Bankruptcy%20Reorganization%20Matters) The company did not experience any bankruptcy reorganization matters during the reporting period - The company did not experience any bankruptcy reorganization matters during the reporting period[76](index=76&type=chunk) [Litigation Matters](index=21&type=section&id=VIII.%20Litigation%20Matters) The company is involved in significant litigation concerning an equity transfer dispute with Shanghai Wanguang Hengbang Enterprise Management Consulting Partnership (Limited Partnership) for **26.95 million yuan**, which has not yet been heard, alongside other lawsuits as plaintiff (totaling **3.798 million yuan**) and defendant (totaling **0.3 million yuan**), some of which are under execution or ongoing Significant Litigation and Arbitration Matters | Litigation (Arbitration) Basic Information | Amount Involved (ten thousand yuan) | Provision for Liabilities Formed | Litigation (Arbitration) Progress | Litigation (Arbitration) Outcome and Impact | |---|---|---|---|---| | Equity transfer dispute between the company and Shanghai Wanguang Hengbang Enterprise Management Consulting Partnership (Limited Partnership) | 2,695 | No | Not yet heard | Not applicable, court has not yet ruled | - Other lawsuits where the company is the plaintiff involve a total amount of **3.798 million yuan**, with some cases under execution and others still in progress, having no significant impact[77](index=77&type=chunk) - Other lawsuits where the company is the defendant involve a total amount of **0.3 million yuan**, with cases still in progress, having no significant impact[77](index=77&type=chunk) [Penalties and Rectification](index=22&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[78](index=78&type=chunk) [Integrity Status of the Company, its Controlling Shareholder, and Actual Controller](index=22&type=section&id=X.%20Integrity%20Status%20of%20the%20Company%2C%20its%20Controlling%20Shareholder%2C%20and%20Actual%20Controller) The company, its controlling shareholder, and actual controller had no integrity issues during the reporting period - The company, its controlling shareholder, and actual controller had no integrity issues during the reporting period[79](index=79&type=chunk) [Significant Related Party Transactions](index=22&type=section&id=XI.%20Significant%20Related%20Party%20Transactions) During the reporting period, the company had no related party transactions related to daily operations, asset/equity acquisitions or disposals, joint external investments, related party receivables/payables, or other significant related party transactions, nor any financial business with affiliated finance companies - The company had no related party transactions related to daily operations during the reporting period[79](index=79&type=chunk) - The company had no related party transactions involving asset or equity acquisitions or disposals during the reporting period[80](index=80&type=chunk) - The company had no related party receivables or payables during the reporting period[82](index=82&type=chunk) - The company had no deposits, loans, credit lines, or other financial business with affiliated finance companies, nor did its controlled finance company have such dealings with related parties[83](index=83&type=chunk)[84](index=84&type=chunk) [Significant Contracts and Their Performance](index=23&type=section&id=XII.%20Significant%20Contracts%20and%20Their%20Performance) The company had no entrustment, contracting, or leasing matters, nor any significant guarantees or other significant contracts during the reporting period - The company had no entrustment matters during the reporting period[86](index=86&type=chunk) - The company had no contracting matters during the reporting period[87](index=87&type=chunk) - The company had no leasing matters during the reporting period[88](index=88&type=chunk) - The company had no significant guarantees during the reporting period[89](index=89&type=chunk) - The company had no other significant contracts during the reporting period[90](index=90&type=chunk) [Explanation of Other Significant Matters](index=23&type=section&id=XIII.%20Explanation%20of%20Other%20Significant%20Matters) The company is involved in a lawsuit for unpaid equity transfer funds for Shanghai Zhiyu, has outstanding performance compensation from Donggao Technology, and its controlling shareholder Chen Chongjun's shares are pledged and judicially frozen, posing a risk of passive reduction; additionally, long-term equity investment in Xincun Technology had impairment issues, which have been rectified and corrected - The company has filed a lawsuit with the Shanghai Putuo District People's Court to recover the unpaid **49%** equity transfer payment for Shanghai Zhiyu Information Technology Co., Ltd. from Shanghai Wanguang Hengbang Enterprise Management Consulting Partnership (Limited Partnership)[91](index=91&type=chunk) - Donggao Gaosheng and Shanghai Muyu have not yet paid the performance compensation for Donggao Technology's failure to meet its 2024 performance commitments, and the company has issued a "Notice to Urge Fulfillment of Payment Obligations"[92](index=92&type=chunk) - The company's controlling shareholder and actual controller, Mr. Chen Chongjun, has **83.19%** of his company shares cumulatively pledged and **100%** cumulatively judicially frozen, posing a risk of passive share reduction[93](index=93&type=chunk)[94](index=94&type=chunk) - Long-term equity investment in Xincun Technology had impairment issues, and the company has completed all rectifications and accounting error corrections, with impairment provisions of **6.4636 million yuan** and **2.3433 million yuan** recognized in 2023 and 2024, respectively[142](index=142&type=chunk) [Significant Matters of Company Subsidiaries](index=24&type=section&id=XIV.%20Significant%20Matters%20of%20Company%20Subsidiaries) 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[95](index=95&type=chunk) [Share Changes and Shareholder Information](index=25&type=section&id=Share%20Changes%20and%20Shareholder%20Information) This section details changes in the company's share capital, securities issuance, shareholder numbers, and shareholding structures, including information on directors, supervisors, and senior management [Share Changes](index=25&type=section&id=I.%20Share%20Changes) During the reporting period, restricted shares decreased by **43,787,639 shares**, while unrestricted shares increased by the same amount, keeping the total share capital unchanged, primarily due to the conversion of restricted shares held by domestic natural persons to unrestricted shares Share Changes (Unit: shares) | Share Type | Quantity Before Change | Proportion Before Change | Increase/Decrease in This Change (Net) | Quantity After Change | Proportion After Change | |---|---|---|---|---|---| | I. Restricted Shares | 44,777,620 | 12.95% | -43,787,639 | 989,981 | 0.29% | | Of which: Shares held by domestic natural persons | 44,777,620 | 12.95% | -43,787,639 | 989,981 | 0.29% | | II. Unrestricted Shares | 300,975,319 | 87.05% | 43,787,639 | 344,762,958 | 99.71% | | Of which: RMB Ordinary Shares | 300,975,319 | 87.05% | 43,787,639 | 344,762,958 | 99.71% | | III. Total Shares | 345,752,939 | 100.00% | 0 | 345,752,939 | 100.00% | Changes in Restricted Shares (Unit: shares) | Shareholder Name | Restricted Shares at Period Beginning | Restricted Shares at Period End | Reason for Restriction | |---|---|---|---| | Hou Yaoqi | 169,552 | 169,552 | Senior management restricted shares | | Jiang Xiaodan | 546,750 | 546,750 | Senior management restricted shares | | Zhang Xiangyu | 273,679 | 273,679 | Senior management restricted shares | | Total | 989,981 | 989,981 | -- | [Securities Issuance and Listing](index=26&type=section&id=II.%20Securities%20Issuance%20and%20Listing) The company had no securities issuance or listing activities during the reporting period - The company had no securities issuance or listing activities during the reporting period[102](index=102&type=chunk) [Number of Shareholders and Shareholding Information](index=27&type=section&id=III.%20Number%20of%20Shareholders%20and%20Shareholding%20Information) At the end of the reporting period, the total number of ordinary shareholders was **39,856**. Among the top ten shareholders, actual controller Chen Chongjun held **20.51%** of shares, all of which were frozen and mostly pledged, with other major shareholders including natural persons Mo Changchun and Zhao Qing, and Huabao CSI Financial Technology Theme ETF - At the end of the reporting period, the total number of ordinary shareholders was **39,856**[103](index=103&type=chunk) Shareholding of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Percentage | Number of Shares Held at Period End | Pledged, Marked, or Frozen Status (Share Status/Quantity) | |---|---|---|---|---| | Chen Chongjun | Domestic Natural Person | 20.51% | 70,913,537 | Pledged: 59,532,923; Frozen: 70,913,537 | | Mo Changchun | Domestic Natural Person | 1.17% | 4,042,500 | Not applicable: 0 | | Zhao Qing | Domestic Natural Person | 0.69% | 2,400,000 | Not applicable: 0 | | China Construction Bank Co., Ltd. - Huabao CSI Financial Technology Theme Trading Open-Ended Index Securities Investment Fund | Domestic Non-State-Owned Legal Person | 0.66% | 2,267,583 | Not applicable: 0 | | Zhou Tianwei | Domestic Natural Person | 0.48% | 1,653,000 | Not applicable: 0 | | Cai Jiehua | Domestic Natural Person | 0.47% | 1,607,800 | Not applicable: 0 | | Xu Rugen | Domestic Natural Person | 0.42% | 1,437,100 | Not applicable: 0 | | Zhou Yu | Domestic Natural Person | 0.40% | 1,389,700 | Not applicable: 0 | | Li Ping | Domestic Natural Person | 0.35% | 1,200,000 | Not applicable: 0 | | Zhao Nengping | Domestic Natural Person | 0.34% | 1,165,800 | Not applicable: 0 | - Among the top 10 shareholders, the company's dedicated share repurchase account held **5,690,100 shares**, accounting for **1.65%** of the company's total share capital, which is not listed among the top 10 shareholders[103](index=103&type=chunk) [Changes in Shareholdings of Directors, Supervisors, and Senior Management](index=28&type=section&id=IV.%20Changes%20in%20Shareholdings%20of%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) The shareholdings of the company's directors, supervisors, and senior management remained unchanged during the reporting period, as detailed in the 2024 annual report - The shareholdings of the company's directors, supervisors, and senior management remained unchanged during the reporting period, as detailed in the 2024 annual report[105](index=105&type=chunk) [Changes in Controlling Shareholder or Actual Controller](index=28&type=section&id=V.%20Changes%20in%20Controlling%20Shareholder%20or%20Actual%20Controller) The company's controlling shareholder and actual controller remained unchanged during the reporting period - The company's controlling shareholder remained unchanged during the reporting period[106](index=106&type=chunk) - The company's actual controller remained unchanged during the reporting period[106](index=106&type=chunk) [Preferred Share Information](index=29&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[107](index=107&type=chunk) [Bond-Related Information](index=30&type=section&id=Bond-Related%20Information) This section confirms that the company had no bond-related activities or outstanding bonds during the reporting period [Bond-Related Information](index=30&type=section&id=Bond-Related%20Information) The company had no bond-related information during the reporting period - The company had no bond-related information during the reporting period[109](index=109&type=chunk) [Financial Report](index=31&type=section&id=Financial%20Report) This section presents the company's unaudited semi-annual financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, along with notes on significant accounting policies and other relevant financial details [Audit Report](index=31&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[111](index=111&type=chunk) [Financial Statements](index=31&type=section&id=II.%20Financial%20Statements) This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the first half of 2025, comprehensively presenting the financial position and operating results at the end of the reporting period Consolidated Balance Sheet Major Data (June 30, 2025) | Item | Period-End Balance (yuan) | |---|---| | Total Assets | 619,977,467.97 | | Total Liabilities | 124,125,653.30 | | Total Owners' Equity Attributable to Parent Company | 487,638,566.75 | | Total Owners' Equity | 495,851,814.67 | Consolidated Income Statement Major Data (First Half of 2025) | Item | First Half of 2025 (yuan) | |---|---| | Total Operating Revenue | 72,200,793.86 | | Operating Profit | -120,576,023.22 | | Total Profit | -120,597,817.27 | | Net Profit | -118,090,375.66 | | Net Profit Attributable to Parent Company Shareholders | -113,443,243.61 | | Basic Earnings Per Share (yuan/share) | -0.33 | Consolidated Cash Flow Statement Major Data (First Half of 2025) | Item | First Half of 2025 (yuan) | |---|---| | Net Cash Flow from Operating Activities | -47,963,584.65 | | Net Cash Flow from Investing Activities | -578,374.19 | | Net Cash Flow from Financing Activities | -2,142,451.22 | | Net Increase in Cash and Cash Equivalents | -50,556,483.48 | | Cash and Cash Equivalents at Period End | 150,107,497.86 | [Consolidated Balance Sheet](index=31&type=section&id=1%E3%80%81Consolidated%20Balance%20Sheet) As of June 30, 2025, the company's consolidated total assets were **619,977,467.97 yuan**, with total current assets of **348,796,705.86 yuan** and total non-current assets of **271,180,762.11 yuan**; total liabilities were **124,125,653.30 yuan**, and total owners' equity was **495,851,814.67 yuan** [Parent Company Balance Sheet](index=33&type=section&id=2%E3%80%81Parent%20Company%20Balance%20Sheet) As of June 30, 2025, the parent company's total assets were **941,932,127.76 yuan**, with total current assets of **234,932,545.66 yuan** and total non-current assets of **706,999,582.10 yuan**; total liabilities were **135,335,933.34 yuan**, and total owners' equity was **806,596,194.42 yuan** [Consolidated Income Statement](index=35&type=section&id=3%E3%80%81Consolidated%20Income%20Statement) For the first half of 2025, the company's consolidated total operating revenue was **72,200,793.86 yuan**, operating profit was **-120,576,023.22 yuan**, net profit was **-118,090,375.66 yuan**, and net profit attributable to parent company shareholders was **-113,443,243.61 yuan** [Parent Company Income Statement](index=37&type=section&id=4%E3%80%81Parent%20Company%20Income%20Statement) For the first half of 2025, the parent company's operating revenue was **64,175,890.26 yuan**, operating profit was **-40,177,216.28 yuan**, and net profit was **-38,150,181.75 yuan** [Consolidated Cash Flow Statement](index=39&type=section&id=5%E3%80%81Consolidated%20Cash%20Flow%20Statement) For the first half of 2025, the company's net cash flow from operating activities was **-47,963,584.65 yuan**, net cash flow from investing activities was **-578,374.19 yuan**, net cash flow from financing activities was **-2,142,451.22 yuan**, and the net increase in cash and cash equivalents was **-50,556,483.48 yuan** [Parent Company Cash Flow Statement](index=40&type=section&id=6%E3%80%81Parent%20Company%20Cash%20Flow%20Statement) For the first half of 2025, the parent company's net cash flow from operating activities was **-45,803,798.96 yuan**, net cash flow from investing activities was **-1,683,315.95 yuan**, net cash flow from financing activities was **-856,541.61 yuan**, and the net increase in cash and cash equivalents was **-48,325,823.28 yuan** [Consolidated Statement of Changes in Owners' Equity](index=42&type=section&id=7%E3%80%81Consolidated%20Statement%20of%20Changes%20in%20Owners%27%20Equity) For the first half of 2025, the company's consolidated total owners' equity decreased from **603,607,389.65 yuan** at the beginning of the period to **495,851,814.67 yuan** at the end, primarily due to net loss and changes in minority interests [Parent Company Statement of Changes in Owners' Equity](index=47&type=section&id=8%E3%80%81Parent%20Company%20Statement%20of%20Changes%20in%20Owners%27%20Equity) For the first half of 2025, the parent company's total owners' equity decreased from **844,746,376.17 yuan** at the beginning of the period to **806,596,194.42 yuan** at the end, primarily due to net loss [Company Overview](index=52&type=section&id=III.%20Company%20Overview) Shanghai Gooao Electronic Technology Co., Ltd., formerly Shanghai Gooao Electronic Machinery Co., Ltd., was listed on the Shenzhen Stock Exchange in October 2016 with a registered capital of **345,752,939 shares**, engaging in a wide range of businesses including currency equipment manufacturing, electronic equipment sales, software development, and information system integration services, with Chen Chongjun as the actual controller - The company was listed on the Shenzhen Stock Exchange in October 2016, and as of December 31, 2024, its total issued share capital was **345,752,939 shares**[152](index=152&type=chunk)[153](index=153&type=chunk) - The company's business scope includes manufacturing of currency-specific equipment, sales of electronic-specific equipment, software development, information system integration services, and AI application software development, with Chen Chongjun as the actual controller[154](index=154&type=chunk)[155](index=155&type=chunk) [Basis of Financial Statement Preparation](index=53&type=section&id=IV.%20Basis%20of%20Financial%20Statement%20Preparation) The company's financial statements are prepared in accordance with the Enterprise Accounting Standards issued by the Ministry of Finance and relevant regulations of the China Securities Regulatory Commission, based on the going concern assumption, with no significant doubts about its ability to continue as a going concern - The company's financial statements are prepared in accordance with the "Enterprise Accounting Standards" issued by the Ministry of Finance and "Information Disclosure Rules for Companies Issuing Securities to the Public No. 15 - General Provisions for Financial Reports (Revised 2014)" by the China Securities Regulatory Commission[157](index=157&type=chunk) - The company evaluated its ability to continue as a going concern for 12 months from the end of the reporting period and found no significant doubts about its ability to continue as a going concern, thus the financial statements are prepared on a going concern basis[158](index=158&type=chunk) [Significant Accounting Policies and Estimates](index=53&type=section&id=V.%20Significant%20Accounting%20Policies%20and%20Estimates) This section details the company's significant accounting policies and estimates for financial instruments, receivables, inventories, fixed assets, intangible assets, long-term equity investments, employee compensation, provisions, revenue recognition, government grants, and deferred income tax, ensuring accuracy and comparability of financial information - The company has formulated specific accounting policies and estimates for transactions and events such as the recognition of expected credit losses for receivables, depreciation of fixed assets, amortization of intangible assets, and revenue recognition, based on its operational characteristics and relevant provisions of enterprise accounting standards[159](index=159&type=chunk) - The company classifies financial assets into three categories: measured at amortized cost, measured at fair value through other comprehensive income, and measured at fair value through profit or loss, and specifies their recognition, measurement, and impairment methods[191](index=191&type=chunk)[206](index=206&type=chunk) - The company provides for or adjusts inventory depreciation based on the lower of cost and net realizable value, using the perpetual inventory system; fixed assets and intangible assets are depreciated or amortized using the straight-line method, with impairment tests conducted annually[224](index=224&type=chunk)[244](index=244&type=chunk)[253](index=253&type=chunk)[256](index=256&type=chunk) [Taxation](index=80&type=section&id=VI.%20Taxation) The company's main taxes include value-added tax, urban maintenance and construction tax, and corporate income tax, benefiting from various tax incentives such as immediate VAT refunds for software products, halved additional taxes for small and micro enterprises, and a **15%** preferential corporate income tax rate for high-tech enterprises Main Tax Categories and Rates | Tax Category | Tax Basis | Tax Rate | |---|---|---| | Value-Added Tax | Sales of goods or provision of taxable services | 13%, 9%, 6%, 3%, 1% | | Urban Maintenance and Construction Tax | Amount of turnover tax actually paid | 7%, 5% | | Corporate Income Tax | Taxable income | 15%, 25% | | Education Surcharge | Amount of turnover tax actually paid | 3% | | Local Education Surcharge | Amount of turnover tax actually paid | 2% | | Property Tax | Based on 70% of original property value (or rental income) | 1.2%, 12% | - The company and Shanghai Qianyue Information Technology Co., Ltd. enjoy a policy of immediate VAT refund for software product sales where the actual tax burden exceeds **3%**[297](index=297&type=chunk) - The company and Kunshan Gooao Electronic Machinery Co., Ltd. are recognized as high-tech enterprises and enjoy a **15%** preferential corporate income tax rate[297](index=297&type=chunk) [Notes to Consolidated Financial Statement Items](index=81&type=section&id=VII.%20Notes%20to%20Consolidated%20Financial%20Statement%20Items) This section provides detailed disclosures for each item in the consolidated financial statements, including monetary funds, financial assets held for trading, accounts receivable, inventories, long-term equity investments, fixed assets, intangible assets, goodwill, deferred income tax assets/liabilities, notes payable, accounts payable, contract liabilities, employee compensation payable, taxes payable, provisions, deferred income, share capital, capital reserves, other comprehensive income, retained earnings, operating revenue and costs, various expenses, other income, investment income, credit impairment losses, asset impairment losses, asset disposal gains, non-operating income and expenses, income tax expense, and supplementary cash flow information, presenting period-end balances, period-beginning balances, current period changes, and related explanations Composition of Monetary Funds (Unit: yuan) | Item | Period-End Balance | Period-Beginning Balance | |---|---|---| | Cash on Hand | 6,051,241.29 | 5,834,421.07 | | Bank Deposits | 99,055,311.66 | 149,828,615.81 | | Other Monetary Funds | 56,977,303.56 | 46,246,142.45 | | Total | 162,083,856.51 | 201,909,179.33 | Accounts Receivable Aging Distribution (Unit: yuan) | Aging | Period-End Book Balance | |---|---| | Within 1 year (inclusive) | 39,307,720.23 | | 1 to 2 years | 11,503,213.48 | | 2 to 3 years | 9,621,568.83 | | Over 3 years | 25,738,177.95 | | Total | 86,170,680.49 | Changes in Long-Term Equity Investments (Unit: yuan) | Investee | Period-Beginning Balance (Book Value) | Current Period Increase/Decrease (Investment Gains/Losses) | Period-End Balance (Book Value) | |---|---|---|---| | Xiamen Huiqiao Kechuang Equity Investment Partnership (Limited Partnership) | 22,198,120.66 | -614,394.57 | 21,583,726.09 | | Shanghai Aojin Digital Technology Co., Ltd. | 1,516,196.41 | 596,075.78 | 2,112,272.19 | | Xincun Technology (Wuhan) Co., Ltd. | 187,489,370.97 | -66,946,078.93 | 131,772,309.84 | | Donggao (Guangdong) Technology Development Co., Ltd. | 45,286,463.47 | -322,352.68 | 35,062,914.63 | | Subtotal | 256,490,151.51 | -67,286,750.40 | 190,531,222.75 | [Research and Development Expenses](index=124&type=section&id=VIII.%20Research%20and%20Development%20Expenses) During the reporting period, the company's total R&D expenditure was **13,677,610.14 yuan**, all expensed, primarily comprising employee compensation, direct materials and power, and technical service fees, representing a **21.80%** year-on-year decrease R&D Expenditure Details (Unit: yuan) | Item | Current Period Amount | Prior Period Amount | |---|---|---| | Employee Compensation | 8,816,550.70 | 11,546,887.64 | | Direct Materials, Power | 2,714,168.76 | 3,666,605.29 | | Technical Service Fees | 924,853.29 | 249,681.22 | | Depreciation and Amortization | 644,503.75 | 848,315.09 | | Other | 420,651.48 | 576,984.44 | | Office and Travel Expenses | 156,882.16 | 601,694.55 | | Total | 13,677,610.14 | 17,490,168.23 | | Of which: Expensed R&D Expenditure | 13,677,610.14 | 17,490,168.23 | [Changes in Consolidation Scope](index=124&type=section&id=IX.%20Changes%20in%20Consolidation%20Scope) During the reporting period, the company's consolidation scope changed with the establishment of Shanghai Shuyu Ruipu Technology Co., Ltd., and the liquidation and deregistration of Shanghai Youzuo Trading Co., Ltd., Huai'an Hengjing New Energy Technology Co., Ltd., and Shijiazhuang Hengneng New Energy Technology Co., Ltd Changes in Consolidation Scope Due to Other Reasons | Subsidiary Name | Change Status | |---|---| | Shanghai Shuyu Ruipu Technology Co., Ltd | Investment Establishment | | Shanghai Youzuo Trading Co., Ltd | Liquidation and Deregistration | | Huai'an Hengjing New Energy Technology Co., Ltd | Liquidation and Deregistration | | Shijiazhuang Hengneng New Energy Technology Co., Ltd | Liquidation and Deregistration | [Interests in Other Entities](index=126&type=section&id=X.%20Interests%20in%20Other%20Entities) This section discloses the company's interests in subsidiaries, joint ventures, and associates, highlighting major subsidiaries like Kunshan Gooao Electronic Machinery Co., Ltd. and Shanghai Qianyue Information Technology Co., Ltd., and significant associates such as Xincun Technology (Wuhan) Co., Ltd. and Donggao (Guangdong) Technology Development Co., Ltd., whose financial conditions significantly impact the company Composition of Enterprise Group (Major Subsidiaries) | Subsidiary Name | Registered Place | Business Nature | Shareholding Percentage (Direct) | Acquisition Method | |---|---|---|---|---| | Kunshan Gooao Electronic Machinery Co., Ltd | Jiangsu | Computer, Communication, and Other Electronic Equipment Manufacturing | 100.00% | Investment Establishment | | Shanghai Qianyue Information Technology Co., Ltd | Shanghai | Software and Information Technology Services | 60.00% | Non-Same Control Merger | | Shanghai Haoyuan Ancient Information Management Partnership (Limited Partnership) | Shanghai | Other Professional Consulting and Investigation | 90.23% | Investment Establishment | | Shanghai Shuyu Ruipu Technology Co., Ltd | Shanghai | Robot R&D and Manufacturing | 100.00% | Investment Establishment | Major Financial Information of Significant Associates (Period-End Balance/Current Period Amount) | Item | Xincun Technology | Donggao Technology | |---|---|---| | Total Assets | 230,833,561.09 | 52,777,222.22 | | Total Liabilities | 473,492,868.82 | 58,067,304.74 | | Equity Attributable to Parent Company Shareholders | -242,659,307.73 | -5,290,082.52 | | Book Value of Equity Investment in Associates | 131,772,309.84 | 35,062,914.63 | | Operating Revenue | 23,325.57 | 16,565,888.11 | | Net Profit | -176,766,643.33 | 52,800.46 | [Government Grants](index=130&type=section&id=XI.%20Government%20Grants) During the reporting period, the company received **925,215.38 yuan** in government grants, primarily recognized as other income, including amortized deferred income from government grants, Pudong New Area business support, Putuo District Changzheng Town industrial support funds, and employee online training subsidies, some asset-related and some income-related Liability Items Involving Government Grants (Deferred Income) | Accounting Account | Period-Beginning Balance (yuan) | Current Period Decrease (yuan) | Period-End Balance (yuan) | Asset-Related/Income-Related | |---|---|---|---|---| | Deferred Income | 2,007,960.90 | 192,365.88 | 1,815,595.02 | | | 2019 Shanghai Information Development Special Fund Project - Bank Currency Business Integrated Management Big Data Service and Regulatory System Development and Demonstration Application | 485,000.00 | | 485,000.00 | Income-related | | Kunshan Land Infrastructure Subsidy | 1,069,118.45 | 16,787.36 | 1,052,331.08 | Asset-related | | 2014 Provincial Enterprise Innovation and Achievement Transformation Special Fund | 361,933.18 | 160,820.80 | 201,112.37 | Asset-related | | Science and Technology Bureau Key Product Technology Innovation Project Fund | 91,909.27 | 14,757.72 | 77,151.57 | Asset-related | Government Grants Recognized in Current Profit or Loss (Unit: yuan) | Grant Item Recognized in Current Profit or Loss | Accounting Account | Current Period Amount | Asset-Related/Income-Related | |---|---|---|---| | Amortization of government grants recognized as deferred income | Other Income | 192,365.88 | Asset-related government grants | | Pudong New Area "14th Five-Year Plan" Business Support and Cultivation Financial Support | Other Income | 140,000.00 | Income-related government grants | | Putuo District Changzheng Town People's Government Industrial Support Funds | Other Income | 420,000.00 | | | Employee Online Training Subsidy | Other Income | 154,200.00 | Income-related government grants | | Enterprise Over-Proportionate Employment of Disabled Persons Award | Other Income | 9,449.50 | Income-related government grants | | 2025 Putuo District Promotion of High-Quality Intellectual Property Development Support Funds | Other Income | 8,000.00 | Income-related government grants | | SME International Market Development Subsidy | Other Income | 1,200.00 | | | Total | | 925,215.38 | | [Risks Related to Financial Instruments](index=132&type=section&id=XII.%20Risks%20Related%20to%20Financial%20Instruments) The company faces credit risk, liquidity risk, and market risk (including exchange rate risk and interest rate risk), which it manages through credit policies, continuous monitoring of receivables, diversification of bank deposits, and monitoring of funding needs and financing lines - The company manages credit risk by formulating credit policies, continuously monitoring accounts receivable balances and collection status, and assessing customer creditworthiness[490](index=490&type=chunk) - The company manages liquidity risk by continuously monitoring short-term and long-term funding needs and obtaining financing lines from major financial institutions[493](index=493&type=chunk) Foreign Currency Financial Assets and Liabilities Converted to RMB (As of June 30, 2025) | Item | USD Items (yuan) | Other Items (yuan) | Total (yuan) | |---|---|---|---| | Foreign Currency Financial Assets: Monetary Funds | 36,348,457.97 | 3,507,269.28 | 39,855,727.25 | | Foreign Currency Financial Assets: Accounts Receivable | 966,766.64 | | 966,766.64 | | Subtotal | 37,315,224.61 | 3,507,269.28 | 40,822,493.89 | | Foreign Currency Financial Liabilities: Contract Liabilities | 1,593,750.09 | | 1,593,750.09 | | Subtotal | 1,593,750.09 | | 1,593,750.09 | - If the RMB appreciates or depreciates by **10%** against the USD and other financial assets, the company's net profit will decrease or increase by **3,922,601.06 yuan**, and other comprehensive income will decrease or increase by **273.32 yuan**[496](index=496&type=chunk) [Disclosure of Fair Value](index=134&type=section&id=XIII.%20Disclosure%20of%20Fair%20Value) The company's assets measured at fair value primarily consist of wealth management products within financial assets held for trading, with a period-end balance of **0.5 million yuan**, valued using Level 2 valuation techniques; the carrying amounts of financial assets and liabilities not measured at fair value (such as receivables and payables) are very close to their fair values Period-End Fair Value of Assets and Liabilities Measured at Fair Value (Unit: yuan) | Item | Level 2 Fair Value Measurement | Total | |---|---|---| | 1. Financial assets measured at fair value through profit or loss | 500,000.00 | 500,000.00 | | Wealth Management Products | 500,000.00 | 500,000.00 | - The carrying amounts of financial assets and liabilities not measured at fair value (such as receivables and payables) are very close to their fair values[503](index=503&type=chunk) [Related Parties and Related Party Transactions](index=135&type=section&id=XIV.%20Related%20Parties%20and%20Related%20Party%20Transactions) The company's ultimate controlling party is Chen Chongjun, and during the reporting period, related party transactions included labor services, property leases, and receivables/payables, with specific related parties for accounts receivable (Shanghai Yihui Information Technology Co., Ltd. and Kouan Technology (Beijing) Co., Ltd.), other receivables (Donggao Technology), accounts payable (Shanghai Yihui Information Technol

上海古鳌电子科技股份有限公司董事会秘书工作细则 第一章 总则 第一条 为了促进上海古鳌电子科技股份有限公司（以下简称"公司"）规范 化运作，充分发挥董事会秘书的作用，加强董事会秘书工作的指导，根据《中华 人民共和国公司法》（以下简称"《公司法》"）、《深圳证券交易所创业板股 票上市规则》等有关规定以及《上海古鳌电子科技股份有限公司章程》（以下简 称"《公司章程》"），制定本细则。 第二章 董事会秘书的任职资格 1 第二条 有下列情形之一的，不能担任公司的董事会秘书： （一）无民事行为能力或者限制民事行为能力； （二）因贪污、贿赂、侵占财产、挪用财产或者破坏社会主义市场经济秩序， 被判处刑罚，或者因犯罪被剥夺政治权利，执行期满未逾五年，被宣告缓刑的， 自缓刑考验期满之日起未逾二年； （三）担任破产清算的公司、企业的董事或者厂长、经理，对该公司、企业 的破产负有个人责任的，自该公司、企业破产清算完结之日起未逾三年； （四）担任因违法被吊销营业执照、责令关闭的公司、企业的法定代表人， 并负有个人责任的，自该公司、企业被吊销营业执照、责令关闭之日起未逾三年； （五）个人所负数额较大的债务到期未清偿被人民法院列为失信被 ...

上海古鳌电子科技股份有限公司 章 程 2025 年 8 月 | P | | | --- | --- | | 1 | 1 R | | 第一章 | 总则 2 | | | --- | --- | --- | | 第二章 | 经营宗旨和范围 | 3 | | 第三章 | 股份 4 | | | 第一节 | 股份发行 | 4 | | 第二节 | 股份增减和回购 | 6 | | 第三节 | 股份转让 | 7 | | 第四章 | 股东和股东会 | 8 | | 第一节 | 股东的一般规定 | 8 | | 第二节 | 控股股东和实际控制人 | 11 | | 第三节 | 股东会的一般规定 | 13 | | 第四节 | 股东会的召集 | 17 | | 第五节 | 股东会的提案与通知 | 19 | | 第六节 | 股东会的召开 | 20 | | 第七节 | 股东会的表决和决议 | 23 | | 第五章 | 董事和董事会 | 29 | | 第一节 | 董事的一般规定 | 29 | | 第二节 | 董事会 33 | | | 第三节 | 独立董事 | 37 | | 第四节 | 董事会专门委员会 | 40 | | 第六章 | 高级管理人员 | ...

上海古鳌电子科技股份有限公司股东会议事规则 第一章 总则 第一条 为规范上海古鳌电子科技股份有限公司（以下简称"公司"）行为， 保证股东会依法行使职权，根据《中华人民共和国公司法》（以下简称"《公司 法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、《深圳证 券交易所创业板股票上市规则》《上市公司股东会规则》和《上海古鳌电子科技 股份有限公司章程》（以下简称"《公司章程》"）的规定，制定本规则。 第二条 公司股东会的召集、提案、通知、召开等事项适用本规则。 第三条 公司应当严格按照法律、行政法规、本规则及《公司章程》的相关 规定召开股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应当 勤勉尽责，确保股东会正常召开和依法行使职权。 第四条 股东会应当在《公司法》和《公司章程》规定的范围内行使职权。 第五条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次， 应当于上一会计年度结束后的六个月内举行。临时股东会不定期召开，出现《公 司法》第一百一十三条及《公司章程》规定的应当召开临时股东会的情形时，临 时股东会应当在两个月内召开。 公司在上述期限 ...

上海古鳌电子科技股份有限公司信息披露管理制度 第一章 总则 第一条 为规范上海古鳌电子科技股份有限公司（以下简称"公司"或"本 公司"）及其他信息披露义务人的信息披露行为，加强公司信息披露事务管理， 确保信息披露真实、准确、完整、及时、公平，以保护投资者利益及公司的长远 利益，公司董事会根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中 华人民共和国证券法》（以下简称"《证券法》"）、《上市公司信息披露管理办法》 《深圳证券交易所创业板股票上市规则》（以下简称"《上市规则》"）等法律、法 规、规范性文件及《上海古鳌电子科技股份有限公司章程》（以下简称"《公司章 程》"）的规定，制定本制度。 第二条 公司董事、高级管理人员应当保证公司所披露的信息真实、准确、 完整、及时、公平，不能保证披露的信息内容真实、准确、完整的，应当在公告 中作出相应声明并说明理由。 第三条 本制度所称真实，是指公司及相关信息披露义务人披露的信息应当 以客观事实或者具有事实基础的判断和意见为依据，如实反映客观情况，不得有 虚假记载和不实陈述。 本制度所称准确，是指公司及相关信息披露义务人披露的信息应当使用明确、 贴切的语言和简明 ...

上海古鳌电子科技股份有限公司董事会提名委员会工作规程 第一条 为规范和完善上海古鳌电子科技股份有限公司（以下简称"公司"） 董事、高级管理人员的产生，优化董事会及经营管理层的组成，完善公司法人治 理结构，根据《中华人民共和国公司法》（以下简称"《公司法》"）等法律、 法规、规范性文件及《上海古鳌电子科技股份有限公司章程》（以下简称"《公 司章程》"）的规定，公司特设立董事会提名委员会，并制定本规程。 第四条 公司提名委员会成员由 3 名董事组成，其中独立董事 2 名。 第五条 提名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 三分之一提名，并由董事会选举产生。 第六条 提名委员会设召集人一名，由独立董事委员担任，负责主持提名委 员会工作。召集人由董事会选举产生。国务院有关主管部门对专门委员会的召集 人另有规定的，从其规定。 第二条 董事会提名委员会是董事会下设的专门工作机构，主要负责拟定董 事、高级管理人员的选择标准和程序，对董事、高级管理人员人选及其任职资格 进行遴选、审核。 第三条 公司证券部为提名委员会工作联系部门，主要负责日常工作联络、 会议组织和下达、协调及督办提名委员会安排的任务等工作， ...

（二）平等性原则。公司开展投资者关系管理活动，应当平等对待所有投资 者，尤其为中小投资者参与活动创造机会、提供便利。 （三）主动性原则。公司应当主动开展投资者关系管理活动，听取投资者意 见建议，及时回应投资者诉求。 （四）诚实守信原则。公司在投资者关系管理活动中应当注重诚信、坚守底 线、规范运作、担当责任，营造健康良好的市场生态。 第四条 公司及其控股股东、实际控制人、董事、高级管理人员和工作人员 开展投资者关系管理工作，应当遵守法律法规的相关规定，体现公开、公平、公 正原则，客观、真实、准确、完整地介绍和反映公司的实际状况，不得出现下列 情形： 上海古鳌电子科技股份有限公司投资者关系管理制度 第一章 总体要求 第一条 为规范上海古鳌电子科技股份有限公司（以下简称"公司"）投资 者关系管理工作，加强公司与投资者之间的有效沟通，促进公司完善治理，提高 公司质量，切实保护投资者特别是中小投资者合法权益，根据《中华人民共和国 公司法》《中华人民共和国证券法》《深圳证券交易所创业板股票上市规则》《上 市公司投资者关系管理工作指引》和《上海古鳌电子科技股份有限公司章程》（以 下简称"《公司章程》"）等有关法律法规和规章 ...

Group 1 - The core viewpoint of the news is that Gu Ao Technology (300551) has experienced a decline in stock price and significant decreases in revenue and profit in its latest financial report [1] - As of August 25, 2025, Gu Ao Technology's stock closed at 12.59 yuan, down 0.71%, with a turnover rate of 9.71% and a trading volume of 329,200 hands, amounting to a transaction value of 417 million yuan [1] - The company's latest quarterly report shows total operating revenue of 24.73 million yuan, a year-on-year decrease of 64.76%, and a net profit attributable to shareholders of 50.49 million yuan, down 21.64% year-on-year [1] Group 2 - Gu Ao Technology has a current liquidity ratio of 3.948, a quick ratio of 2.736, and a debt-to-asset ratio of 17.43% [1] - The company has made investments in 15 enterprises and participated in 689 bidding projects, indicating active engagement in business development [2] - Gu Ao Technology holds 54 trademark registrations and 874 patents, along with 15 administrative licenses, showcasing its focus on intellectual property [2]

Group 1 - The A-share digital currency concept stocks collectively strengthened, with notable gains in several companies [1] - Xinzhisoft saw an increase of over 18%, while Xingwang Ruijie and Zhongke Jincai hit the daily limit with a 10% rise [1] - Other companies such as Dongxin He Ping and Guao Technology experienced gains exceeding 9%, and Hengbao shares rose over 7% [1] Group 2 - The following table summarizes the performance of key stocks in the digital currency sector: - Xinzhisoft: 18.46% increase, market cap of 7.138 billion, YTD increase of 69.37% [2] - Xingwang Ruijie: 10.01% increase, market cap of 18.8 billion, YTD increase of 70.06% [2] - Zhongke Jincai: 9.99% increase, market cap of 13.2 billion, YTD increase of 112.06% [2] - Dongxin He Ping: 9.62% increase, market cap of 20.2 billion, YTD increase of 239.65% [2] - Guao Technology: 9.00% increase, market cap of 4.326 billion, YTD increase of 27.58% [2] - Hengbao shares: 7.48% increase, market cap of 22.1 billion, YTD increase of 364.00% [2] - Yinzhijie: 6.85% increase, market cap of 34.5 billion, YTD increase of 27.58% [2] - Airong Software: 6.29% increase, market cap of 13.4 billion, YTD increase of 24.19% [2] - Yingshisheng: 6.08% increase, market cap of 20.3 billion, YTD decrease of 1.81% [2] - Information Development: 5.39% increase, market cap of 11.5 billion, YTD increase of 96.38% [2] - Xinyuan Technology: 4.56% increase, market cap of 58.1 billion, YTD increase of 110.72% [2] - Dongfang Guoxin: 4.46% increase, market cap of 14.4 billion, YTD increase of 34.47% [2] - Ziguang Guowei: 4.40% increase, market cap of 68.7 billion, YTD increase of 25.98% [2]

证券代码：300551 证券简称：古鳌科技 公告编号：2025-054 上海古鳌电子科技股份有限公司 关于公司控股股东、实际控制人部分股份将被司法拍卖 的提示性公告 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。 特别风险提示： 先生持股将由 67,693,537 股减少至 62,193,537 股，占公司股本的比例将由 本次司法拍卖预计不会导致公司实际控制权发生变更。 法院裁定、股权变更过户等环节，最终是否完成拍卖，具有不确定性。公司将持 续关注该事项的进展，依法履行信息披露义务。敬请广大投资者注意风险。 一、股东股份拍卖的基本情况 上海古鳌电子科技股份有限公司（以下简称"公司"）近日通过查询网络公 开信息获悉，上海市松江区人民法院（以下简称"法院"）将于 2025 年 9 月 19 日 10 时起至 2025 年 9 月 22 日 10 时止（延时的除外）在淘宝网司法拍卖网络平 台对公司控股股东、实际控制人陈崇军先生的部分股份进行司法拍卖，具体事项 如下： 截至本公告披露日，除本次将被拍卖的 550 万股，陈崇军先生所持股份中累 计被拍卖 1342 万股， ...