证券代码：300554 证券简称：三超新材 公告编号：2025-060 南京三超新材料股份有限公司 第四届董事会第八次会议决议的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 议案表决情况：本议案有效表决票 8 票，同意 8 票，反对 0 票，弃权 0 票。 具体内容详见公司披露在巨潮资讯网上的公告。 （二）审议通过了《2025 年半年度募集资金存放、管理与使用情况的专项 报告》 经审议，公司严格按照《公司法》《证券法》《深圳证券交易所上市公司自 律监管指引第 2 号——创业板规范运作》等规则及公司《募集资金管理制度》等 制度规定使用募集资金，编制了《2025 年半年度募集资金存放、管理与使用情 况的专项报告》，报告内容真实、准确、完整地反映了公司 2025 年半年度募集 资金存放、管理和使用的实际情况，不存在违规使用募集资金的情形。 本议案已经独立董事专门会议审核通过。 一、会议召开情况 南京三超新材料股份有限公司（以下简称"公司"）于 2025 年 8 月 25 日在江 苏三超公司会议室以现场结合通讯方式召开第四届董事会第八次会议，会议通知 于 20 ...

三超新材公告，2025年上半年营业收入1.03亿元，同比下降51.88%。归属于上市公司股东的净亏损 1274.7万元，上年同期净亏损1971.83万元。公司计划不派发现金红利，不送红股，不以公积金转增股 本。 ...

Important Notes, Table of Contents, and Definitions [Important Notes](index=2&type=section&id=Important%20Notes) The board, supervisory board, and senior management guarantee the report's truthfulness and completeness, with no plans for cash dividends or bonus shares - The company's board of directors, supervisory board, and senior management commit to the truthfulness, accuracy, and completeness of the semi-annual report content[3](index=3&type=chunk) - The company's head, chief accountant, and accounting department head declare the financial report is true, accurate, and complete[3](index=3&type=chunk) - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[4](index=4&type=chunk) [Table of Contents](index=3&type=section&id=Table%20of%20Contents) This section outlines the report's overall structure, including company profile, management discussion and analysis, corporate governance, significant events, share changes, and financial reports [Definitions](index=5&type=section&id=Definitions) This section defines common terms used in the report, covering company name, subsidiaries, product types, application areas, and reporting period - The company's full name is Nanjing Sanchao Advanced Materials Co., Ltd., referred to as 'the Company' or 'Sanchao Advanced Materials'[11](index=11&type=chunk) - Main products include electroplated diamond wire and diamond wheels, used in cutting hard and brittle materials like photovoltaic, sapphire, and magnetic materials[11](index=11&type=chunk) - The reporting period is from January 1 to June 30, **2025**[11](index=11&type=chunk) Company Profile and Key Financial Indicators [Company Profile](index=6&type=section&id=I.%20Company%20Profile) Nanjing Sanchao Advanced Materials Co., Ltd. (stock code: 300554) is listed on the Shenzhen Stock Exchange, with Zou Yuyao as its legal representative - Company stock abbreviation: Sanchao Advanced Materials, stock code: **300554**[13](index=13&type=chunk) - The company is listed on the Shenzhen Stock Exchange, with Zou Yuyao as its legal representative[13](index=13&type=chunk) [Contact Persons and Information](index=6&type=section&id=II.%20Contact%20Persons%20and%20Information) This section provides contact information for the company's Board Secretary Ji Guosheng and Securities Affairs Representative Zhang Saisai - Board Secretary is Ji Guosheng, and Securities Affairs Representative is Zhang Saisai[14](index=14&type=chunk) - Contact address is No. 66 Zhiyuan Road, Jurong Economic Development Zone, Jiangsu Province, telephone **0511-87357880**[14](index=14&type=chunk) [Other Information](index=6&type=section&id=III.%20Other%20Information) During the reporting period, the company's contact information, disclosure locations, and registration status remained unchanged, as detailed in the 2024 annual report - The company's registered address, office address, website, and email address remained unchanged during the reporting period[15](index=15&type=chunk) - Information disclosure and placement locations remained unchanged during the reporting period[16](index=16&type=chunk) - The company's registration status remained unchanged during the reporting period[17](index=17&type=chunk) [Key Accounting Data and Financial Indicators](index=7&type=section&id=IV.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) Operating revenue decreased by **51.88%**, net loss attributable to shareholders narrowed by **35.35%**, and operating cash flow increased by **154.78%** Key Accounting Data and Financial Indicators (Consolidated Statements) | Indicator | Current Period | Prior Period | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue (Yuan) | 102,963,786.73 | 213,958,634.07 | -51.88% | | Net Profit Attributable to Shareholders (Yuan) | -12,746,979.25 | -19,718,322.59 | 35.35% | | Net Profit Attributable to Shareholders Excluding Non-Recurring Gains and Losses (Yuan) | -16,901,478.84 | -21,886,979.37 | 22.78% | | Net Cash Flow from Operating Activities (Yuan) | 22,658,469.46 | -41,363,000.91 | 154.78% | | Basic Earnings Per Share (Yuan/share) | -0.1116 | -0.1726 | 35.34% | | Diluted Earnings Per Share (Yuan/share) | -0.1116 | -0.1726 | 35.34% | | Weighted Average Return on Net Assets | -1.95% | -2.46% | 0.49% | | **End of Current Period** | **End of Prior Year** | **Change from Prior Year-End** | | Total Assets (Yuan) | 938,323,908.24 | 971,742,672.39 | -3.44% | | Net Assets Attributable to Shareholders (Yuan) | 646,077,868.53 | 658,243,006.55 | -1.85% | [Differences in Accounting Data Under Domestic and International Accounting Standards](index=7&type=section&id=V.%20Differences%20in%20Accounting%20Data%20Under%20Domestic%20and%20International%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 reported no differences in net profit and net assets between financial reports disclosed under International Accounting Standards and Chinese Accounting Standards during the reporting period[19](index=19&type=chunk) - The company reported no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese Accounting Standards during the reporting period[20](index=20&type=chunk) [Non-Recurring Gains and Losses Items and Amounts](index=7&type=section&id=VI.%20Non-Recurring%20Gains%20and%20Losses%20Items%20and%20Amounts) Non-recurring gains and losses totaled **4,154,499.59 Yuan**, primarily from disposal of non-current assets, government grants, and fair value changes of financial assets Non-Recurring Gains and Losses Items and Amounts | Item | Amount (Yuan) | | :--- | :--- | | Gains and losses from disposal of non-current assets | 1,768,566.94 | | Government grants recognized in current profit or loss | 2,323,546.09 | | Gains and losses from changes in fair value of financial assets and liabilities held by non-financial enterprises, and disposal gains and losses | 371,182.71 | | Reversal of impairment provisions for receivables subject to individual impairment testing | 32,880.98 | | Other non-operating income and expenses apart from the above | 387,593.30 | | Less: Income tax impact | 742,109.75 | | Minority interest impact (after tax) | -12,839.32 | | **Total** | **4,154,499.59** | Management Discussion and Analysis [Main Businesses Engaged by the Company During the Reporting Period](index=9&type=section&id=I.%20Main%20Businesses%20Engaged%20by%20the%20Company%20During%20the%20Reporting%20Period) The company primarily engages in R&D, production, and sales of superhard material tools and semiconductor manufacturing equipment, serving photovoltaic, sapphire, magnetic materials, and semiconductor industries - The company's main businesses include R&D, production, and sales of superhard material tools and semiconductor manufacturing related equipment[25](index=25&type=chunk) - Superhard material tools include electroplated diamond wire and diamond wheels, while semiconductor manufacturing equipment includes silicon rod grinding and chamfering machines, and thinning machines[25](index=25&type=chunk) - Products are mainly used for precision processing such as cutting, grinding, and polishing of hard and brittle materials like photovoltaic silicon, sapphire, magnetic materials, and semiconductor materials[25](index=25&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) [Main Businesses, Main Products, and Their Uses](index=9&type=section&id=%28I%29%20Main%20Businesses%2C%20Main%20Products%2C%20and%20Their%20Uses) The company's products, primarily electroplated diamond wire and diamond wheels, are widely used in precision processing of hard and brittle materials and extend into semiconductor manufacturing - Electroplated diamond wire is mainly used for cutting hard and brittle materials such as photovoltaic silicon, sapphire, and magnetic materials[25](index=25&type=chunk) - Diamond wheels are mainly used for precision processing such as cutting, grinding, and polishing of materials like crystalline silicon, sapphire, silicon carbide, quartz, ceramics, magnetic materials, glass, and cemented carbide[25](index=25&type=chunk)[31](index=31&type=chunk) - Diamond tools for the semiconductor industry play a key role in crystal rod trimming, silicon wafer chamfering, CMP polishing pad conditioning, wafer back-thinning, and packaging dicing[32](index=32&type=chunk) [Company's Business Model](index=10&type=section&id=%28II%29%20Company%27s%20Business%20Model) The company operates on an order-driven production model with some stock, direct procurement, and a sales model primarily focused on direct sales with credit terms - Procurement model: The main material market is mature with numerous suppliers; qualified suppliers are directly procured based on production process, price, and quality[33](index=33&type=chunk) - Production model: Diamond wire is primarily order-driven with moderate stocking for some general products; diamond wheels are mainly custom-produced based on sales orders; equipment uses Assemble-To-Order (ATO) production[34](index=34&type=chunk) - Sales model: Primarily direct sales, providing solutions directly to end customers; some sales channels are supplemented by distributors; customers are typically given **3-6 months** of credit[35](index=35&type=chunk)[36](index=36&type=chunk) [Company's Product Market Position](index=11&type=section&id=%28III%29%20Company%27s%20Product%20Market%20Position) The company is a pioneer in diamond wire R&D and production, a standard-setter in the industry, and holds a leading position in semiconductor diamond tools with established bulk sales - The company is one of the earliest domestic enterprises engaged in diamond wire R&D, production, and sales, and a co-compiler of the industry standard 'Electroplated Diamond Wire for Superhard Abrasive Products'[37](index=37&type=chunk) - The company has over **20 years** of experience in diamond wheels, is a major domestic supplier of diamond wheels for magnetic materials, and has led the co-compilation of multiple national standards[38](index=38&type=chunk) - Core technologies for semiconductor diamond tools have been mastered, placing the company in a leading domestic position, with products now in the bulk sales phase[38](index=38&type=chunk) [Main Performance Drivers](index=11&type=section&id=%28IV%29%20Main%20Performance%20Drivers) Photovoltaic industry fluctuations led to reduced diamond wire sales and prices, significantly impacting performance, while semiconductor tool growth was insufficient to offset the decline - Fluctuations in the photovoltaic industry led to profit pressure on silicon slicing wire, prompting the company to actively reduce production and sales scale, significantly impacting current period performance[39](index=39&type=chunk) - Both order volume and prices for coarse diamond wire declined, leading to reduced revenue and impacting current period performance[39](index=39&type=chunk) - Controlled subsidiary Jiangsu Sanjing's semiconductor precision diamond tool business continued its growth trend, but its business volume is still small, contributing limitedly to overall performance[39](index=39&type=chunk) - Controlled subsidiary Jiangsu Sanxin's photovoltaic silicon rod grinding and chamfering integrated processing center failed to generate new effective sales, and new equipment is in the R&D stage, not yet generating effective revenue[39](index=39&type=chunk) [Analysis of Core Competencies](index=11&type=section&id=II.%20Analysis%20of%20Core%20Competencies) The company's core competencies include strong R&D, extensive manufacturing experience, synergistic product lines, a stable customer base, a professional management team, and comprehensive management system certifications - The company possesses an R&D team led by domestic and international experts, mastering multiple core technologies for superhard material tools, and successfully launching semiconductor precision equipment products[40](index=40&type=chunk)[41](index=41&type=chunk) - The company is one of the earliest domestic enterprises to master and industrialize diamond wire technology, accumulating rich precision manufacturing experience, capable of producing multi-specification and multi-purpose diamond wire products[43](index=43&type=chunk)[44](index=44&type=chunk) - The company's diamond wire and diamond wheel products have synergistic effects, sharing market and customer resources, while diamond tools and semiconductor manufacturing equipment also exhibit synergy[45](index=45&type=chunk) - The company has established stable and good business relationships with renowned enterprises such as LONGi Green Energy, TCL Zhonghuan, BYD, and JCET Group[46](index=46&type=chunk) - The company's core team has over **20 years** of experience in the diamond tool industry, establishing a comprehensive incentive mechanism and performance appraisal system[47](index=47&type=chunk) - The parent company and its subsidiaries have obtained ISO9001, ISO14001, ISO45001, and other management system certifications, enhancing management levels[49](index=49&type=chunk) [Main Business Analysis](index=13&type=section&id=III.%20Main%20Business%20Analysis) Main business revenue decreased by **51.88%** due to lower diamond wire sales and prices, while operating cash flow significantly improved, and diamond wheel revenue slightly increased despite a margin decline Year-on-Year Changes in Key Financial Data | Indicator | Current Period (Yuan) | Prior Period (Yuan) | YoY Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 102,963,786.73 | 213,958,634.07 | -51.88% | Primarily due to decreased diamond wire sales volume and lower selling prices in the current period | | Operating Cost | 82,231,452.53 | 171,378,704.12 | -52.02% | Primarily due to reduced costs corresponding to decreased revenue in the current period | | R&D Investment | 12,835,391.49 | 19,229,084.12 | -33.25% | Primarily due to reduced R&D expenditures in the current period | | Net Cash Flow from Operating Activities | 22,658,469.46 | -41,363,000.91 | 154.78% | Primarily due to reduced cash paid for goods purchased and services received, and reduced cash paid to and on behalf of employees | | Net Cash Flow from Investing Activities | 36,598,574.59 | -19,748,202.88 | 285.33% | Primarily due to increased bank wealth management products in the current period | | Net Cash Flow from Financing Activities | 758,909.08 | 18,940,309.08 | -95.99% | Primarily due to reduced borrowings obtained in the current period | Products or Services Accounting for Over 10% of Revenue | Product or Service | Operating Revenue (Yuan) | Operating Cost (Yuan) | Gross Margin | YoY Change in Operating Revenue | YoY Change in Operating Cost | YoY Change in Gross Margin | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Diamond Wheels | 36,367,279.84 | 18,242,862.76 | 49.84% | 4.27% | 15.08% | -4.71% | | Electroplated Diamond Wire | 56,935,800.90 | 51,258,545.56 | 9.97% | -64.85% | -64.02% | -2.07% | [Non-Main Business Analysis](index=14&type=section&id=IV.%20Non-Main%20Business%20Analysis) Non-main business impact on total profit primarily stemmed from non-sustainable investment income, fair value changes, asset impairment, and non-operating income/expenses Non-Main Business Analysis | Item | Amount (Yuan) | Proportion of Total Profit | Reason for Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | 352,500.75 | -1.97% | Total wealth management income and discount handling fees | No | | Gains and losses from fair value changes | -61,562.50 | -0.34% | Adjustment for fair value changes of wealth management products | No | | Asset Impairment | -1,623,605.46 | 9.07% | Provision for impairment of accounts receivable, other receivables, and inventory | No | | Non-operating Income | 453,213.06 | -2.53% | Other non-daily operating income | No | | Non-operating Expenses | 72,859.76 | -0.41% | Other non-daily operating expenses | No | [Analysis of Assets and Liabilities](index=14&type=section&id=V.%20Analysis%20of%20Assets%20and%20Liabilities) Total assets and net assets attributable to shareholders decreased, while monetary funds increased due to maturing bank wealth management products, and restricted assets totaled **71,487,508.90 Yuan** Significant Changes in Asset Composition | Item | Amount at End of Current Period (Yuan) | Proportion of Total Assets | Amount at End of Prior Year (Yuan) | Proportion of Total Assets | Change in Proportion | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 173,321,193.64 | 18.47% | 114,525,377.93 | 12.21% | 6.26% | Primarily due to maturing bank wealth management products in the current period | | Accounts Receivable | 93,708,020.30 | 9.99% | 126,296,684.28 | 13.46% | -3.47% | | | Total Assets | 938,323,908.24 | 100.00% | 971,742,672.39 | 100.00% | -3.44% | | | Net Assets Attributable to Shareholders | 646,077,868.53 | 68.86% | 658,243,006.55 | 67.74% | -1.85% | | Asset Rights Restriction Status as of the End of the Reporting Period | Item | Book Value (Yuan) | Restriction Type | Reason for Restriction | | :--- | :--- | :--- | :--- | | Monetary Funds | 119.52 | Margin deposit | Bank acceptance bill margin | | Accounts Receivable | 18,054,107.36 | Pledge | Discounting of accounts receivable creditor's rights certificates, not meeting derecognition conditions | | Fixed Assets | 44,828,867.91 | Mortgage | Mortgage loan | | Intangible Assets | 8,604,414.11 | Mortgage | Mortgage loan | | **Total** | **71,487,508.90** | | | [Analysis of Investment Status](index=15&type=section&id=VI.%20Analysis%20of%20Investment%20Status) Fair value financial assets decreased significantly to **15 million Yuan**, with **82.91%** of raised funds utilized, and some projects underperforming due to market factors, while wealth management products totaled **96 million Yuan** in current period transactions Financial Assets Measured at Fair Value | Item | Beginning Balance (Yuan) | Gains/Losses from Fair Value Changes in Current Period (Yuan) | Amount Purchased in Current Period (Yuan) | Amount Sold in Current Period (Yuan) | Ending Balance (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | | Financial assets held for trading | 65,061,562.50 | -61,562.50 | 316,000,000.00 | 366,000,000.00 | 15,000,000.00 | | **Total** | **65,061,562.50** | **-61,562.50** | **316,000,000.00** | **366,000,000.00** | **15,000,000.00** | Overall Utilization of Raised Funds | Year of Fundraising | Total Raised Funds (ten thousand Yuan) | Net Raised Funds (ten thousand Yuan) | Total Raised Funds Cumulatively Used (ten thousand Yuan) | Utilization Rate of Raised Funds at End of Reporting Period | | :--- | :--- | :--- | :--- | :--- | | 2020 | 19,500 | 18,837.78 | 15,012.09 | 79.69% | | 2023 | 12,000 | 11,507.13 | 10,148.05 | 88.19% | | **Total** | **31,500** | **30,344.91** | **25,160.14** | **82.91%** | - The 2020 fundraising project 'Phase I of 10 Million Kilometers Ultra-fine Diamond Wire Saw Production Project' failed to meet expected returns due to intensified market competition and sharp decline in sales prices[70](index=70&type=chunk) - The 2023 fundraising project 'Phase I of 41 Million Kilometers Ultra-fine Diamond Wire Saw Production Project' failed to meet expected returns due to low capacity utilization and declining product prices[70](index=70&type=chunk) Overview of Wealth Management | Specific Type | Source of Wealth Management Funds | Amount of Wealth Management Transactions (ten thousand Yuan) | Unmatured Balance (ten thousand Yuan) | | :--- | :--- | :--- | :--- | | Bank Wealth Management Products | Raised Funds | 2,100 | 1,500 | | Bank Wealth Management Products | Own Funds | 7,500 | 0 | | **Total** | | **9,600** | **1,500** | [Significant Asset and Equity Sales](index=20&type=section&id=VII.%20Significant%20Asset%20and%20Equity%20Sales) The company did not engage in any significant asset or equity sales during the reporting period - The company did not sell significant assets during the reporting period[76](index=76&type=chunk) - The company did not sell significant equity during the reporting period[77](index=77&type=chunk) [Analysis of Major Controlled and Invested Companies](index=20&type=section&id=VIII.%20Analysis%20of%20Major%20Controlled%20and%20Invested%20Companies) Major subsidiaries include Jiangsu Sanchao Diamond Tools (loss of **9.26 million Yuan**), SCD Co., Ltd. (R&D), Jiangsu Sanjing Semiconductor Materials (net profit of **3.09 million Yuan**), Jiangsu Sanhong Advanced Materials (loss of **3.90 million Yuan**), and Jiangsu Sanxin Precision Machinery (loss of **2.88 million Yuan**) Major Subsidiaries and Invested Companies with Over 10% Impact on Company's Net Profit | Company Name | Company Type | Main Business | Registered Capital (ten thousand Yuan) | Total Assets (ten thousand Yuan) | Net Assets (ten thousand Yuan) | Operating Revenue (ten thousand Yuan) | Operating Profit (ten thousand Yuan) | Net Profit (ten thousand Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Jiangsu Sanchao Diamond Tools Co., Ltd. | Subsidiary | Production, processing, and sales of superhard material tools | 30,000 | 52,357.37 | 20,066.34 | 6,490.64 | -1,196.68 | -926.33 | | SCD Co., Ltd. | Subsidiary | R&D and design of superhard material products | 660.68 | 594.88 | 422.58 | 105.23 | -24.47 | -25.91 | | Jiangsu Sanjing Semiconductor Materials Co., Ltd. | Subsidiary | R&D, production, and sales of precision grinding wheels for the semiconductor industry | 7,200 | 8,342.45 | 5,019.03 | 2,287.62 | 309.42 | 309.46 | | Jiangsu Sanhong Advanced Materials Co., Ltd. | Subsidiary | Production, processing, and sales of superhard material tools | 12,000 | 18,122.90 | 8,389.32 | 96.41 | -520.62 | -389.61 | | Jiangsu Sanxin Precision Machinery Co., Ltd. | Subsidiary | R&D, production, and sales of processing equipment for photovoltaic and semiconductor materials | 1,000 | 4,012.95 | -464.25 | 8.90 | -433.60 | -288.42 | - Jiangsu Sanchao Diamond Tools Co., Ltd. experienced a significant sales decline, resulting in a loss of **9,263,264.72 Yuan**[78](index=78&type=chunk) [Status of Structured Entities Controlled by the Company](index=21&type=section&id=IX.%20Status%20of%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[80](index=80&type=chunk) [Risks Faced by the Company and Countermeasures](index=21&type=section&id=X.%20Risks%20Faced%20by%20the%20Company%20and%20Countermeasures) The company faces risks including intensified competition, customer operational changes, accounts receivable collection, technological substitution, macroeconomic fluctuations, R&D investment, raw material price increases, inventory impairment, and adverse arbitration outcomes, with countermeasures in place - Risk of intensified industry competition: The diamond wire industry faces overcapacity, declining product prices and gross margins, which the company addresses through continuous R&D and cost optimization[80](index=80&type=chunk) - Risk of changes in major customer operating conditions: Sales revenue is relatively concentrated, and the company mitigates this risk by maintaining existing customers and expanding into diversified markets[81](index=81&type=chunk) - Risk of downstream technological substitution or changes in technical routes: Industries like photovoltaics face potential technological substitution, which the company addresses by strengthening cost control and accelerating new product R&D[83](index=83&type=chunk) - Risk of unfavorable outcome in Singapore international arbitration with Nakamura Choko: The liability phase of the arbitration has concluded, but specific losses are yet to be determined, posing a risk of significant impact on the company's profit, with the company adjusting strategies and seeking new business opportunities[89](index=89&type=chunk) [Registration Form for Research, Communication, Interview, and Other Activities During the Reporting Period](index=22&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[90](index=90&type=chunk) [Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan](index=22&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[91](index=91&type=chunk) - The company has not disclosed a valuation enhancement plan[91](index=91&type=chunk) ["Dual Improvement in Quality and Returns" Action Plan Implementation Status](index=22&type=section&id=XIII.%20%22Dual%20Improvement%20in%20Quality%20and%20Returns%22%20Action%20Plan%20Implementation%20Status) 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[91](index=91&type=chunk) Corporate Governance, Environment, and Society [Changes in Directors, Supervisors, and Senior Management](index=23&type=section&id=I.%20Changes%20in%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) There were no changes in the company's directors, supervisors, or senior management during the reporting period, with details available in the 2024 annual report - There were no changes in the company's directors, supervisors, or senior management during the reporting period[93](index=93&type=chunk) [Profit Distribution and Capital Reserve Conversion to Share Capital in the Current Reporting Period](index=23&type=section&id=II.%20Profit%20Distribution%20and%20Capital%20Reserve%20Conversion%20to%20Share%20Capital%20in%20the%20Current%20Reporting%20Period) The company plans no cash dividends, bonus shares, or capital reserve conversions 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[94](index=94&type=chunk) [Implementation of Company's Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=23&type=section&id=III.%20Implementation%20of%20Company%27s%20Equity%20Incentive%20Plans%2C%20Employee%20Stock%20Ownership%20Plans%2C%20or%20Other%20Employee%20Incentive%20Measures) The company approved the cancellation of some granted but unvested restricted shares, with no other employee stock ownership plans or incentive measures implemented during the reporting period - The company approved the 'Proposal on the Cancellation of Some Granted but Unvested Restricted Shares'[95](index=95&type=chunk) - The company had no employee stock ownership plans during the reporting period[96](index=96&type=chunk) - The company had no other employee incentive measures during the reporting period[96](index=96&type=chunk) [Environmental Information Disclosure Status](index=24&type=section&id=IV.%20Environmental%20Information%20Disclosure%20Status) The company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law - The company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law[97](index=97&type=chunk) [Social Responsibility Status](index=24&type=section&id=V.%20Social%20Responsibility%20Status) The company actively fulfills social responsibilities by protecting shareholder and employee rights, maintaining supplier and customer interests with eco-friendly products, and contributing to local economic development through taxation and employment - The company strictly adheres to laws and regulations, establishes sound internal control systems, and fulfills information disclosure obligations in a timely, accurate, truthful, complete, and fair manner to protect investor interests[97](index=97&type=chunk) - The company adheres to a people-oriented approach, safeguards employees' legitimate rights and interests, provides competitive compensation and benefits, creates a safe and healthy working environment, and focuses on employee development[98](index=98&type=chunk) - Through technological transformation and product upgrades, the company provides environmentally friendly and resource-saving products to customers and society, safeguarding the legitimate rights and interests of suppliers and customers[98](index=98&type=chunk) - The company pays taxes according to law, promotes employment, and supports local economic development[98](index=98&type=chunk) Significant Events [Commitments Fulfilled and Overdue Unfulfilled by Controlling Shareholder, Shareholders, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period](index=25&type=section&id=I.%20Commitments%20Fulfilled%20and%20Overdue%20Unfulfilled%20by%20Controlling%20Shareholder%2C%20Shareholders%2C%20Related%20Parties%2C%20Acquirers%2C%20and%20the%20Company%20During%20and%20as%20of%20the%20End%20of%20the%20Reporting%20Period) During the reporting period, there were no fulfilled or overdue unfulfilled commitments by the company's controlling shareholder, shareholders, related parties, acquirers, or the company itself - During the reporting period, the company reported no fulfilled or overdue unfulfilled commitments by its controlling shareholder, shareholders, related parties, acquirers, or the company itself[100](index=100&type=chunk) [Non-Operating Fund Occupation by Controlling Shareholder and Other Related Parties of the Listed Company](index=25&type=section&id=II.%20Non-Operating%20Fund%20Occupation%20by%20Controlling%20Shareholder%20and%20Other%20Related%20Parties%20of%20the%20Listed%20Company) During the reporting period, there was no non-operating occupation of listed company funds by the controlling shareholder or other related parties - During the reporting period, there was no non-operating occupation of listed company funds by the controlling shareholder or other related parties[101](index=101&type=chunk) [Illegal External Guarantees](index=25&type=section&id=III.%20Illegal%20External%20Guarantees) The company had no illegal external guarantees during the reporting period - The company had no illegal external guarantees during the reporting period[102](index=102&type=chunk) [Appointment and Dismissal of Accounting Firms](index=25&type=section&id=IV.%20Appointment%20and%20Dismissal%20of%20Accounting%20Firms) The company's semi-annual report was not audited - The company's semi-annual report was not audited[103](index=103&type=chunk) [Explanation by the Board of Directors, Supervisory Board, and Audit Committee on the Accounting Firm's "Non-Standard Audit Report" for the Current Period](index=25&type=section&id=V.%20Explanation%20by%20the%20Board%20of%20Directors%2C%20Supervisory%20Board%2C%20and%20Audit%20Committee%20on%20the%20Accounting%20Firm%27s%20%22Non-Standard%20Audit%20Report%22%20for%20the%20Current%20Period) The company's board, supervisory board, and audit committee provided no explanation regarding a 'non-standard audit report' for the current period - The company's board of directors, supervisory board, and audit committee provided no explanation regarding a 'non-standard audit report' for the current period[104](index=104&type=chunk) [Explanation by the Board of Directors on the "Non-Standard Audit Report" for the Previous Year](index=25&type=section&id=VI.%20Explanation%20by%20the%20Board%20of%20Directors%20on%20the%20%22Non-Standard%20Audit%20Report%22%20for%20the%20Previous%20Year) The company's board of directors provided no explanation regarding the 'non-standard audit report' for the previous year - The company's board of directors provided no explanation regarding the 'non-standard audit report' for the previous year[104](index=104&type=chunk) [Bankruptcy and Reorganization Related Matters](index=25&type=section&id=VII.%20Bankruptcy%20and%20Reorganization%20Related%20Matters) The company had no bankruptcy or reorganization related matters during the reporting period - The company had no bankruptcy or reorganization related matters during the reporting period[104](index=104&type=chunk) [Litigation Matters](index=25&type=section&id=VIII.%20Litigation%20Matters) The company is involved in a Singapore international arbitration case with Nakamura Choko for **143.53 million Yuan**, with the liability phase concluded and the damages phase pending, alongside other minor ongoing and concluded lawsuits Significant Litigation and Arbitration Matters | Basic Information of Litigation (Arbitration) | Amount Involved (ten thousand Yuan) | Whether Provision for Liabilities Formed | Litigation (Arbitration) Progress | Litigation (Arbitration) Outcome and Impact | | :--- | :--- | :--- | :--- | :--- | | Arbitration Applicant: Jiangsu Sanchao, Respondent: Nakamura Choko, Arbitration Institution: Singapore International Arbitration Centre, Cause: Contract Dispute | 14,352.84 | No | The liability phase of the arbitration has concluded; the damages phase requires further hearings and rulings, and the applicant's specific losses are yet to be determined | The Singapore arbitration tribunal has completed the ruling on the liability phase; the damages phase requires further hearings and rulings, and the applicant's specific losses are yet to be determined | - The company, as plaintiff/applicant, is involved in other litigation cases not meeting the disclosure threshold for significant lawsuits, with an amount of **20.84 million Yuan** involved, some concluded and some ongoing[106](index=106&type=chunk) - The company, as defendant/respondent, is involved in other litigation cases not meeting the disclosure threshold for significant lawsuits, with an amount of **293.2 thousand Yuan** involved, some concluded and some ongoing[106](index=106&type=chunk) [Penalties and Rectification Status](index=26&type=section&id=IX.%20Penalties%20and%20Rectification%20Status) Company director Mr. Ji Kun received an administrative penalty from the China Securities Regulatory Commission for information disclosure violations during his independent directorship at another company - Company director Mr. Ji Kun received an administrative penalty from the China Securities Regulatory Commission for non-company related matters, including a warning and a fine[107](index=107&type=chunk) [Integrity Status of the Company, its Controlling Shareholder, and Actual Controller](index=26&type=section&id=X.%20Integrity%20Status%20of%20the%20Company%2C%20its%20Controlling%20Shareholder%2C%20and%20Actual%20Controller) The company reported no statements regarding the integrity status of itself, its controlling shareholder, or actual controller during the reporting period - The company reported no statements regarding the integrity status of itself, its controlling shareholder, or actual controller during the reporting period[108](index=108&type=chunk) [Significant Related Party Transactions](index=26&type=section&id=XI.%20Significant%20Related%20Party%20Transactions) During the reporting period, the company had no significant related party transactions concerning daily operations, asset/equity acquisition/disposal, joint investments, related party debts, or financial company dealings - The company had no related party transactions related to daily operations during the reporting period[108](index=108&type=chunk) - The company had no related party transactions involving asset or equity acquisition/disposal during the reporting period[110](index=110&type=chunk) - The company had no related party creditor-debtor relationships during the reporting period[112](index=112&type=chunk) [Significant Contracts and Their Performance](index=27&type=section&id=XII.%20Significant%20Contracts%20and%20Their%20Performance) The company's significant contracts primarily involved inter-subsidiary leases at fair prices, with total guarantees to subsidiaries amounting to **100.53 million Yuan**, representing **15.56%** of net assets, and no other major operating contracts - During the reporting period, the company's leases primarily involved production and operation sites leased between subsidiaries, with fair rental prices[118](index=118&type=chunk) Company's Guarantees to Subsidiaries | Guaranteed Party Name | Guaranteed Amount (ten thousand Yuan) | Actual Guaranteed Amount (ten thousand Yuan) | Guarantee Type | Fulfilled | | :--- | :--- | :--- | :--- | :--- | | Jiangsu Sanchao Diamond Tools Co., Ltd. | 240 | 240 | Joint and several liability guarantee | Yes | | Jiangsu Sanchao Diamond Tools Co., Ltd. | 340 | 340 | Joint and several liability guarantee | Yes | | Jiangsu Sanchao Diamond Tools Co., Ltd. | 1,000 | 1,000 | Joint and several liability guarantee | Yes | | Jiangsu Sanchao Diamond Tools Co., Ltd. | 7,746 | 1,510 | Joint and several liability guarantee | Yes | | Jiangsu Sanchao Diamond Tools Co., Ltd. | 3,000 | 1,000 | Joint and several liability guarantee | Yes | | Jiangsu Sanhong Advanced Materials Co., Ltd. | 15,000 | 4,262.69 | Joint and several liability guarantee | Yes | | Jiangsu Sanxin Precision Machinery Co., Ltd. | 1,000 | 1,000 | Joint and several liability guarantee | Yes | | Jiangsu Sanxin Precision Machinery Co., Ltd. | 1,000 | 700 | Joint and several liability guarantee | Yes | | **Total Actual Guaranteed Balance to Subsidiaries at End of Reporting Period** | **75,000** | **10,052.69** | | | | **Proportion of Total Actual Guaranteed Amount to Company's Net Assets** | | | | **15.56%** | - The company had no significant daily operating contracts during the reporting period[124](index=124&type=chunk) - The company had no other significant contracts during the reporting period[125](index=125&type=chunk) [Explanation of Other Significant Matters](index=29&type=section&id=XIII.%20Explanation%20of%20Other%20Significant%20Matters) The company disclosed significant matters including the resignation of a director/CFO, a proposed change in controlling shareholder/actual controller, and a proposed private placement of A-shares for 2025 - The company disclosed an announcement regarding the resignation of its director and CFO[127](index=127&type=chunk) - The company disclosed a cautionary announcement regarding the signing of a 'Share Transfer Agreement' and 'Waiver of Voting Rights Agreement' by the controlling shareholder, actual controller, and shareholders holding over **5%** of shares, and the company's signing of a 'Conditional Share Subscription Agreement,' indicating a proposed change in the company's controlling shareholder and actual controller[127](index=127&type=chunk) - The company disclosed a cautionary announcement regarding the proposed private placement of A-shares for the year **2025**[127](index=127&type=chunk) [Significant Matters of Company Subsidiaries](index=30&type=section&id=XIV.%20Significant%20Matters%20of%20Company%20Subsidiaries) The company's wholly-owned subsidiary announced phased progress on an arbitration matter - The company's wholly-owned subsidiary announced phased progress on an arbitration matter[128](index=128&type=chunk) Share Changes and Shareholder Information [Share Change Status](index=31&type=section&id=I.%20Share%20Change%20Status) During the reporting period, the company's total share capital remained unchanged at **114,211,577 shares**, with no changes in restricted or unrestricted shares for key individuals Share Change Status | Item | Number Before Change (shares) | Proportion Before Change | Change (+, -) | Number After Change (shares) | Proportion After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 35,072,856 | 30.71% | 0 | 35,072,856 | 30.71% | | II. Unrestricted Shares | 79,138,721 | 69.29% | 0 | 79,138,721 | 69.29% | | III. Total Shares | 114,211,577 | 100.00% | 0 | 114,211,577 | 100.00% | Changes in Restricted Shares | Shareholder Name | Restricted Shares at Beginning of Period (shares) | Restricted Shares Released in Current Period (shares) | Restricted Shares Increased in Current Period (shares) | Restricted Shares at End of Period (shares) | Reason for Restriction | | :--- | :--- | :--- | :--- | :--- | :--- | | Zou Yuyao | 34,941,535 | 0 | 0 | 34,941,535 | Senior management lock-up shares, IPO restricted shares | | Xia Xiaojun | 57,611 | 0 | 0 | 57,611 | Senior management lock-up shares | | Ji Guosheng | 73,710 | 0 | 0 | 73,710 | Senior management lock-up shares | | **Total** | **35,072,856** | **0** | **0** | **35,072,856** | | [Securities Issuance and Listing Status](index=32&type=section&id=II.%20Securities%20Issuance%20and%20Listing%20Status) 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[134](index=134&type=chunk) [Company Shareholder Numbers and Shareholding Status](index=32&type=section&id=III.%20Company%20Shareholder%20Numbers%20and%20Shareholding%20Status) As of the reporting period end, there were **16,400** common shareholders, with Zou Yuyao holding **35.85%** and Liu Jianxun **8.71%**, and some of Zou Yuyao's shares pledged - The total number of common shareholders at the end of the reporting period was **16,400**[134](index=134&type=chunk) Shareholding Status of Shareholders Holding Over 5% or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Proportion | Number of Shares Held at End of Reporting Period (shares) | Changes in Shares During Reporting Period (shares) | Number of Restricted Shares Held (shares) | Number of Unrestricted Shares Held (shares) | Share Status | Number (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zou Yuyao | Domestic Natural Person | 35.85% | 40,941,536 | -5,647,178 | 34,941,535 | 6,000,001 | Pledged | 6,000,000 | | Liu Jianxun | Domestic Natural Person | 8.71% | 9,951,420 | 0 | 0 | 9,951,420 | Not applicable | 0 | [Changes in Shareholdings of Directors, Supervisors, and Senior Management](index=33&type=section&id=IV.%20Changes%20in%20Shareholdings%20of%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) During the reporting period, Director Zou Yuyao's shareholding decreased by **5,647,178 shares**, ending with **40,941,536 shares** Changes in Shareholdings of Directors, Supervisors, and Senior Management | Name | Position | Employment Status | Shares Held at Beginning of Period (shares) | Shares Increased in Current Period (shares) | Shares Decreased in Current Period (shares) | Shares Held at End of Period (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zou Yuyao | Director | Current | 46,588,714 | 0 | 5,647,178 | 40,941,536 | | **Total** | | | **46,588,714** | **0** | **5,647,178** | **40,941,536** | [Changes in Controlling Shareholder or Actual Controller](index=33&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[138](index=138&type=chunk) - The company's actual controller remained unchanged during the reporting period[138](index=138&type=chunk) [Preferred Share Related Matters](index=35&type=section&id=VI.%20Preferred%20Share%20Related%20Matters) The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period[139](index=139&type=chunk) [Bond Related Matters](index=36&type=section&id=Seventh%20Section%20Bond%20Related%20Matters) The company had no bond-related matters during the reporting period - The company had no bond-related matters during the reporting period[141](index=141&type=chunk) Financial Report [Audit Report](index=37&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[143](index=143&type=chunk) [Financial Statements](index=37&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 equity - The consolidated balance sheet shows total assets of **938,323,908.24 Yuan** and total liabilities of **277,642,702.55 Yuan** at period-end[147](index=147&type=chunk) - The consolidated income statement shows total operating revenue of **102,963,786.73 Yuan** and a net profit of **-12,516,012.40 Yuan** for the current period[153](index=153&type=chunk)[155](index=155&type=chunk) - The consolidated cash flow statement shows net cash flow from operating activities of **22,658,469.46 Yuan**[160](index=160&type=chunk) [Company Basic Information](index=53&type=section&id=III.%20Company%20Basic%20Information) Nanjing Sanchao Advanced Materials Co., Ltd., established in 1999 and listed in 2017, specializes in superhard material tools and semiconductor manufacturing equipment, with the financial report approved on August 25, 2025 - The company was established on January 29, **1999**, and listed on the Shenzhen Stock Exchange on April 21, **2017**[175](index=175&type=chunk) - Main businesses include R&D, production, and sales of superhard material tools (electroplated diamond wire, diamond wheels) and semiconductor manufacturing related equipment (silicon rod grinding and chamfering machines, chamfering machines, thinning machines, edge polishing machines, etc.)[175](index=175&type=chunk) - The approval date for the issuance of this financial report is August 25, **2025**[175](index=175&type=chunk) [Basis of Financial Statement Preparation](index=53&type=section&id=IV.%20Basis%20of%20Financial%20Statement%20Preparation) The financial statements are prepared on a going concern basis, adhering to enterprise accounting standards and CSRC regulations, with management assessing continued operational capability for at least 12 months - The company prepares its financial statements on a going concern basis, in accordance with enterprise accounting standards and relevant regulations of the China Securities Regulatory Commission[176](index=176&type=chunk) - The company's management believes that the company can continue as a going concern for a foreseeable period of not less than **12 months** from the approval date of the financial statements[177](index=177&type=chunk) [Significant Accounting Policies and Accounting Estimates](index=53&type=section&id=V.%20Significant%20Accounting%20Policies%20and%20Accounting%20Estimates) This section details the company's accounting policies and estimates for revenue recognition, financial instruments, impairment, inventory, fixed assets, intangible assets, share-based payments, and government grants, with no significant changes during the period - The financial statements prepared by the company comply with the requirements of enterprise accounting standards, truly and completely reflecting the company's financial position, operating results, and cash flows[180](index=180&type=chunk) - The company classifies financial assets into those measured at amortized cost, at fair value through other comprehensive income, and at fair value through profit or loss, based on the business model for managing financial assets and their contractual cash flow characteristics[194](index=194&type=chunk) - For accounts receivable arising from the sale of products or provision of services, the company measures loss provisions at an amount equal to the expected credit losses over the entire lifetime[203](index=203&type=chunk) - The company recognizes revenue when it satisfies a performance obligation in a contract, i.e., when the customer obtains control of the related goods or services, at the transaction price allocated to that performance obligation[242](index=242&type=chunk) - There were no significant changes in accounting policies and accounting estimates during the reporting period[256](index=256&type=chunk) [Taxation](index=70&type=section&id=VI.%20Taxation) The company and its subsidiaries benefit from a **15%** high-tech enterprise income tax rate, **100%** R&D expense super deduction, and a **5%** VAT super deduction for advanced manufacturing enterprises Main Tax Categories and Rates | Tax Category | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax | Based on sales of goods and taxable services calculated according to tax laws, after deducting input tax allowed for the current period, the difference is the VAT payable | 13% | | Urban Maintenance and Construction Tax | Levied based on turnover tax paid | 7% | | Enterprise Income Tax | Levied based on taxable income | 25% | | Education Surcharge | Levied based on turnover tax paid | 5% | - The company and its subsidiaries Jiangsu Sanchao and Jiangsu Sanjing are recognized as high-tech enterprises, enjoying a **15%** preferential enterprise income tax rate[257](index=257&type=chunk)[258](index=258&type=chunk) - The company and some subsidiaries enjoy a **100%** pre-tax super deduction policy for R&D expenses[258](index=258&type=chunk)[259](index=259&type=chunk) - The company and its subsidiary Jiangsu Sanchao enjoy a **5%** VAT super deduction policy for advanced manufacturing enterprises[259](index=259&type=chunk) [Notes to Consolidated Financial Statement Items](index=71&type=section&id=VII.%20Notes%20to%20Consolidated%20Financial%20Statement%20Items) This section provides detailed notes on consolidated financial statement items, including period-end and beginning balances, and current period changes for monetary funds, accounts receivable, inventory, fixed assets, short-term borrowings, and operating revenue Monetary Funds | Item | Ending Balance (Yuan) | Beginning Balance (Yuan) | | :--- | :--- | :--- | | Cash on hand | 34,808.71 | 115,373.44 | | Bank deposits | 173,286,265.41 | 113,225,179.81 | | Other monetary funds | 119.52 | 1,184,824.68 | | **Total** | **173,321,193.64** | **114,525,377.93** | Accounts Receivable | Indicator | Ending Book Balance (Yuan) | Beginning Book Balance (Yuan) | | :--- | :--- | :--- | | Within 1 year (inclusive) | 94,374,318.33 | 136,045,630.77 | | 1 to 2 years | 8,397,255.23 | 3,721,365.14 | | 2 to 3 years | 739,063.20 | 415,427.20 | | Over 3 years | 109,950.00 | 109,950.00 | | **Total** | **103,620,586.76** | **140,292,373.11** | Inventory Classification | Item | Ending Book Value (Yuan) | Beginning Book Value (Yuan) | | :--- | :--- | :--- | | Raw materials | 71,381,201.99 | 70,761,207.52 | | Work in progress | 15,010,058.95 | 4,225,651.10 | | Finished goods | 35,274,042.18 | 40,267,728.33 | | Goods in transit | 7,652,081.68 | 18,269,849.10 | | Self-made spare parts | 3,503.04 | 4,280.31 | | **Total** | **129,320,887.84** | **133,528,716.36** | Operating Revenue and Operating Cost | Item | Current Period Revenue (Yuan) | Current Period Cost (Yuan) | Prior Period Revenue (Yuan) | Prior Period Cost (Yuan) | | :--- | :--- | :--- | :--- | :--- | | Main business | 101,396,882.02 | 81,557,856.72 | 213,262,005.09 | 171,017,962.50 | | Other businesses | 1,566,904.71 | 673,595.81 | 696,628.98 | 360,741.62 | | **Total** | **102,963,786.73** | **82,231,452.53** | **213,958,634.07** | **171,378,704.12** | R&D Expenses | Item | Current Period Amount (Yuan) | Prior Period Amount (Yuan) | | :--- | :--- | :--- | | Employee compensation | 8,845,825.69 | 12,548,354.87 | | Share-based payment expenses | 0.00 | 229,827.90 | | Depreciation and amortization expenses | 974,295.65 | 947,982.85 | | Directly consumed materials, fuel, and power costs for R&D activities | 2,234,986.38 | 4,911,692.20 | | Other expenses directly related to R&D activities | 780,283.77 | 591,226.30 | | **Total** | **12,835,391.49** | **19,229,084.12** | [R&D Expenditures](index=106&type=section&id=VIII.%20R%26D%20Expenditures) Total R&D expenditures for the reporting period were **12,835,391.49 Yuan**, fully expensed, primarily comprising employee compensation, direct material/fuel/power costs, and depreciation/amortization R&D Expenditures | Item | Current Period Amount (Yuan) | Prior Period Amount (Yuan) | | :--- | :--- | :--- | | Employee compensation | 8,845,825.69 | 12,548,354.87 | | Share-based payment | 0.00 | 229,827.90 | | Depreciation and amortization expenses | 974,295.65 | 947,982.85 | | Directly consumed materials, fuel, and power costs for R&D activities | 2,234,986.38 | 4,911,692.20 | | Other expenses directly related to R&D activities | 780,283.77 | 591,226.30 | | **Total** | **12,835,391.49** | **19,229,084.12** | | Of which: Expensed R&D expenditures | 12,835,391.49 | 19,229,084.12 | [Changes in Consolidation Scope](index=106&type=section&id=IX.%20Changes%20in%20Consolidation%20Scope) During the reporting period, the company experienced no changes in consolidation scope due to non-same control business combinations, same control business combinations, reverse acquisitions, or loss of subsidiary control - The company had no business combinations not involving entities under common control during the reporting period[470](index=470&type=chunk) - The company had no business combinations involving entities under common control during the reporting period[474](index=474&type=chunk) - The company had no transactions or events resulting in the loss of control over subsidiaries during the reporting period[477](index=477&type=chunk) [Interests in Other Entities](index=109&type=section&id=X.%20Interests%20in%20Other%20Entities) This section details the company's interests in subsidiaries, including registered capital, business nature, and shareholding, with Jiangsu Sanjing Semiconductor Materials Co., Ltd. being a significant non-wholly-owned subsidiary with a **48.47%** minority interest Composition of the Enterprise Group | Subsidiary Name | Registered Capital (Yuan) | Main Operating Location | Nature of Business | Shareholding Proportion (Direct) | | :--- | :--- | :--- | :--- | :--- | | Jiangsu Sanchao Diamond Tools Co., Ltd. | 300,000,000.00 | Jurong City | Production, processing, and sales of superhard material tools | 100.00% | | SCD Co., Ltd. | 6,606,809.18 | Japan | R&D and design of superhard material products | 100.00% | | Jiangsu Sanjing Semiconductor Materials Co., Ltd. | 72,000,000.00 | Nanjing City | R&D, production, and sales of precision grinding wheels for the semiconductor industry | 51.53% | | Jiangsu Sanhong Advanced Materials Co., Ltd. | 120,000,000.00 | Huai'an City | Production, processing, and sales of superhard material tools | 100.00% | | Jiangsu Sanxin Precision Machinery Co., Ltd. | 10,000,000.00 | Huai'an City | R&D, production, and sales of processing equipment for photovoltaic and semiconductor materials | 56.00% | Significant Non-Wholly-Owned Subsidiaries | Subsidiary Name | Minority Shareholding Proportion | Profit or Loss Attributable to Minority Shareholders in Current Period (Yuan) | Dividends Declared to Minority Shareholders in Current Period (Yuan) | Minority Interests Balance at Period-End (Yuan) | | :--- | :--- | :--- | :--- | :--- | | Jiangsu Sanjing Semiconductor Materials Co., Ltd. | 48.47% | 1,499,966.88 | 0.00 | 24,327,227.77 | - The company had no significant joint ventures or associates during the reporting period[487](index=487&type=chunk)[488](index=488&type=chunk) [Government Grants](index=113&type=section&id=XI.%20Government%20Grants) Government grants primarily involved asset-related deferred income totaling **18,789,528.78 Yuan** at period-end, with **2,323,546.09 Yuan** recognized in current profit or loss, including **2,121,046.09 Yuan** from asset-related grants and **202,500.00 Yuan** from income-related grants Liability Items Involving Government Grants | Account Title | Beginning Balance (Yuan) | New Grants in Current Period (Yuan) | Amount Recognized in Non-Operating Income in Current Period (Yuan) | Amount Transferred to Other Income in Current Period (Yuan) | Ending Balance (Yuan) | Asset/Income Related | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Deferred income | 20,031,848.67 | 878,726.20 | 0 | 2,121,046.09 | 18,789,528.78 | Asset-related | Government Grants Recognized in Current Profit or Loss | Item | Current Period Amount (Yuan) | Income Statement Presentation Item | Amount Recognized in Current Profit or Loss (Yuan) | | :--- | :--- | :--- | :--- | | Transfer of asset-related government grants from deferred income | 2,121,046.09 | Other income | 1,598,321.06 | | Government grants | 202,500.00 | Other income | 202,500.00 | | **Total** | **2,323,546.09** | | **1,800,821.06** | [Risks Related to Financial Instruments](index=114&type=section&id=XII.%20Risks%20Related%20to%20Financial%20Instruments) The company manages market risks (foreign exchange, interest rate), credit risk, and liquidity risk through monitoring exchange rates, assessing customer credit, making impairment provisions, and maintaining sufficient cash and borrowings - The company's foreign exchange risk primarily relates to purchase and sales transactions settled in USD, with management closely monitoring exchange rate fluctuations and considering hedging when necessary[493](index=493&type=chunk) Foreign Exchange Risk Sensitivity Analysis | Increase/Decrease in Current Year Profit | USD Impact on Current Period Amount (Yuan) | USD Impact on Prior Period Amount (Yuan) | | :--- | :--- | :--- | | RMB depreciation | 534,790.79 | 298,251.71 | | RMB appreciation | -509,324.56 | -284,049.25 | - The company's risk of fair value changes in financial instruments due to interest rate fluctuations primarily stems from fixed-rate short-term borrowings, which management considers not significant[493](index=493&type=chunk) - The company's credit risk primarily arises from uncollectible sales proceeds, mitigated by customer credit rating management, sales personnel assessment, and provision for bad debts[496](index=496&type=chunk) - The company manages liquidity risk by maintaining sufficient cash, monitoring bank borrowings, and bill settlements, believing that liquidity risk has been significantly reduced[498](index=498&type=chunk) [Disclosure of Fair Value](index=116&type=section&id=XIII.%20Disclosure%20of%20Fair%20Value) This section discloses the period-end fair values of assets and liabilities measured at fair value, including financial assets held for trading and accounts receivable financing, using Level 3 and Level 2 fair value measurements respectively Period-End Fair Value of Assets and Liabilities Measured at Fair Value | Item | Level 1 Fair Value Measurement (Yuan) | Level 2 Fair Value Measurement (Yuan) | Level 3 Fair Value Measurement (Yuan) | Total (Yuan) | | :--- | :--- | :--- | :--- | :--- | | (I) Financial assets held for trading | 0 | 0 | 15,000,000.00 | 15,000,000.00 | | (VI) Accounts receivable financing | 0 | 37,522,106.25 | 0 | 37,522,106.25 | | **Total assets continuously measured at fair value** | **0** | **37,522,106.25** | **15,000,000.00** | **52,522,106.25** | - Accounts receivable financing (bank acceptance bills) uses face value as fair value, classified as Level 2 measurement[509](index=509&type=chunk) - Financial assets held for trading (wealth management products) use expected return rates to forecast future cash flows, classified as Level 3 measurement[510](index=510&type=chunk) [Related Parties and Related Party Transactions](index=117&type=section&id=XIV.%20Related%20Parties%20and%20Related%20Party%20Transactions) Mr. Zou Yuyao is the ultimate controlling party, and during the reporting period, the company had no significant related party transactions, with key management personnel compensation totaling **1,268,225.44 Yuan** - The ultimate controlling party of the company is Mr. Zou Yuyao, who directly holds **35.85%** of the company's shares[512](index=512&type=chunk) - During the reporting period, the company had no related party transactions involving the purchase and sale of goods or the provision and acceptance of services[514](index=514&type=chunk) - During the reporting period, the company had no related party entrusted management/contracting or entrusted management/subcontracting situations[516](index=516&type=chunk)[517](index=517&type=chunk) - During the reporting period, the company had no significant related party transactions such as related party leases, guarantees, fund borrowings, asset transfers, or debt restructuring[518](index=518&type=chunk)[521](index=521&type=chunk)[523](index=523&type=chunk) Key Management Personnel Compensation | Item | Current Period Amount (Yuan) | Prior Period Amount (Yuan) | | :--- | :--- | :--- | | Key management personnel compensation | 1,268,225.44 | 1,699,074.30 | [Share-Based Payment](index=120&type=section&id=XV.%20Share-Based%20Payment) The company had no overall share-based payment situation, equity-settled or cash-settled share-based payment expenses, or modifications/terminations of share-based payments during the reporting period - The company had no overall share-based payment situation during the reporting period[531](index=531&type=chunk) - The company had no cumulative amount of equity-settled share-based payments recognized in capital reserves and no total expenses recognized during the reporting period[532](index=532&type=chunk) - The company had no cash-settled share-based payments during the reporting period[533](index=533&type=chunk) [Commitments and Contingencies](index=121&type=section&id=XVI.%20Commitments%20and%20Contingencies) As of the balance sheet date, the company had no significant commitments or material contingencies requiring disclosure - There were no significant commitments as of the balance sheet date[533](index=533&type=chunk) - The company had no material contingencies requiring disclosure[534](index=534&type=chunk) [Events After the Balance Sheet Date](index=121&type=section&id=XVII.%20Events%20After%20the%20Balance%20Sheet%20Date) The company had no significant non-adjusting events, profit distribution, sales returns, or other events after the balance sheet date during the reporting period - The company had no significant non-adjusting events during the reporting period[535](index=535&type=chunk) - The company had no profit distribution during the reporting period[536](index=536&type=chunk) - The company had no sales returns during the reporting period[536](index=536&type=chunk) [Other Significant Matters](index=121&type=section&id=XVIII.%20Other%20Significant%20Matters) The company had no prior period accounting error corrections, debt restructurings, asset exchanges, annuity plans, discontinued operations, or segment information during the reporting period - The company had no prior period accounting error corrections during the reporting period[537](index=537&type=chunk) - The company had no debt restructurings during the reporting period[539](index=539&type=chunk) - The company had no asset exchanges during the reporting period[544](index=544&type=chunk) - The company had no annuity plans during the reporting period[539](index=539&type=chunk) - The company had no discontinued operations during the reporting period[540](index=540&type=chunk) - The company had no reportable segments during the reporting period[542](index=542&type=chunk) [Notes to Parent Company Financial Statement Items](index=122&type=section&id=XIX.%20Notes%20to%20Parent%20Company%20Financial%20Statement%20Items) This section details the parent company's accounts receivable of **24,235,568.78 Yuan**, other receivables of **268,424,554.46 Yuan**, and long-term equity investments of **448,336,244.19 Yuan**, along with operating revenue and investment income Parent Company Accounts Receivable | Aging | Ending Book Balance (Yuan) | Beginning Book Balance (Yuan) | | :--- | :--- | :--- | | Within 1 year (inclusive) | 22,161,487.40 | 23,271,703.12 | | 1 to 2 years | 1,952,311.38 | 1,118,260.2

证券日报网讯 8月20日晚间，三超新材发布公告称，公司2025年第一次临时股东大会审议通过了《关于 公司符合向特定对象发行A股股票条件的议案》等多项议案。 （文章来源：证券日报） ...

北京市东城区建国门内大街 26 号新闻大厦 7 层、8 层 电话：010-88004488/66090088 传真：010-66090016 邮编：100005 北京国枫律师事务所 关于南京三超新材料股份有限公司 2025 年第一次临时股东大会的 1．本所律师仅就本次会议的召集与召开程序、召集人和出席现场会议人员资格、 会议表决程序及表决结果的合法性发表意见，不对本次会议所审议的议案内容及该等议 案所表述的事实或数据的真实性、准确性和完整性发表意见； 2．本所律师无法对网络投票过程进行见证，参与本次会议网络投票的股东资格、 网络投票结果均由相应的证券交易所交易系统和互联网投票系统予以认证； 3．本所及经办律师依据《证券法》《证券法律业务管理办法》《证券法律业务执 业规则》等规定及本法律意见书出具日以前已经发生或者存在的事实，严格履行了法定 1 职责，遵循了勤勉尽责和诚实信用原则，进行了充分的核查验证，保证本法律意见所认 定的事实真实、准确、完整，所发表的结论性意见合法、准确，不存在虚假记载、误导 性陈述或者重大遗漏，并承担相应法律责任； 法律意见书 国枫律股字[2025]A0397 号 致：南京三超新材料股份 ...

证券代码：300554 证券简称：三超新材 公告编号：2025-056 南京三超新材料股份有限公司 2025 年第一次临时股东大会决议的公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有 虚假记载、误导性陈述或重大遗漏。 特别提示 ： 1. 本次股东大会无变更、否决议案的情形； 2. 本次股东大会采取现场投票与网络投票相结合的方式召开； 3. 本次股东大会的提案均属于股东大会特别决议事项，由出席股东大会的 股东（包括股东代理人）所持表决票的2/3以上通过，其中提案2包含子议案，需 逐项表决。上述提案均涉及关联交易，关联股东需回避表决，并不得接受其他股 东委托进行投票； 4. 本次股东大会未涉及变更以往股东大会决议的情形。 一、会议召开和出席情况 （一）会议召开情况 1、会议召开时间 （1）现场会议：2025 年 8 月 20 日 13:30。 （2）网络投票：通过深圳证券交易所交易系统进行网络投票的时间为 2025 年 8 月 20 日 9:15-9:25、9:30-11:30 和 13:00-15:00；通过深圳证券交易所互联网 系统投票的具体时间为 2025 年 8 月 20 日 9:1 ...

Group 1: Company Overview - SanChao New Materials, established in 1999, was the first to break the foreign monopoly in diamond wire technology and went public in 2017 [3] - The company experienced significant growth in production capacity, increasing from 1.1 million kilometers in early 2022 to 28 million kilometers in 2023, a 25-fold increase over three years [3] - However, the company is currently facing severe challenges, with a sharp decline in gross margin from 28% in 2022 to 17.89% in 2024, and a significant drop in revenue and profit [3][4] Group 2: Financial Performance - In 2024, total assets decreased by 17.97% to approximately 971.74 million, while net profit turned negative at -140.94 million, a decline of 623.64% compared to the previous year [4] - Revenue for 2024 was reported at 348.83 million, down 27.49% from 2023 [4] - The company has seen a drastic reduction in basic earnings per share, dropping to -1.2340 from 0.2423 in the previous year [4] Group 3: Control Change and Strategic Moves - Liu Jingqi, a wealthy entrepreneur from Wuxi, is acquiring control of SanChao New Materials through a combination of share transfer, voting rights waiver, and a capital increase, with a total investment of no less than 715 million [2][7] - The acquisition strategy involves three phases, with the first phase involving the purchase of 10.25 million shares at 24.52 yuan per share [7] - This acquisition is expected to enhance the competitive edge of SanChao's diamond wire business by integrating resources within the photovoltaic industry [11] Group 4: Industry Context - The photovoltaic industry is currently undergoing a deep adjustment, with overcapacity in the polysilicon sector and a challenging market environment for Chinese solar companies [12] - Despite the difficulties, the photovoltaic sector is expected to see positive policy signals in 2025, although the overcapacity issue is projected to persist until 2026 [12] - SanChao's subsidiary, Jiangsu Sanjing, has shown promising growth in the semiconductor precision tools business, with a revenue increase of 67.54% in 2024 [11][13]

三超新材最新一期业绩显示，截至2025一季报，公司营业总收入5039.90万元、同比减少54.78%，归属 净利润625.58万元，同比减少267.47%，扣非净利润792.71万元，同比减少429.40%，流动比率2.283、速 动比率1.659、资产负债率30.45%。 金融界消息 截至2025年8月12日收盘，三超新材（300554）报收于25.53元，下跌1.77%，换手率 10.09%，成交量7.99万手，成交金额2.04亿元。 资金流向方面，今日主力资金净流出1100.94万元，占比成交额5.4%。其中，超大单净流出535.29万 元、占成交额2.63%，大单净流出565.65万元、占成交额2.77%，中单净流出流出450.41万元、占成交额 2.21%，小单净流入1551.35万元、占成交额7.61%。 通过天眼查大数据分析，南京三超新材料股份有限公司共对外投资了5家企业，参与招投标项目2次，知 识产权方面有商标信息2条，专利信息59条，此外企业还拥有行政许可96个。 来源：金融界 天眼查商业履历信息显示，南京三超新材料股份有限公司，成立于1999年，位于南京市，是一家以从事 非金属矿物制品业为 ...

Summary of Key Points Core Viewpoint - The 2024 A-share Secretary Data Report indicates that the total salary of secretaries in A-share listed companies reached 4.086 billion yuan, with an average annual salary of 754,300 yuan, reflecting a 9% increase from 2023 [1]. Salary Distribution - The average salary for secretaries in the machinery and equipment-general equipment industry is approximately 627,200 yuan, with the highest salary being 2.636 million yuan for Wu Sanqiang from China International Marine Containers [1]. - The majority of secretaries (50%) earn between 500,000 and 1 million yuan, totaling 109 individuals [1]. - The average salary increased by 21,500 yuan from 2023, marking a 9% rise [1]. Age Structure - The average age of secretaries is approximately 45.78 years, with the largest age group being 40-49 years, comprising 42% of the total [3]. - The oldest secretary is 68 years old, earning 433,300 yuan, while the youngest is 30 years old, earning 297,500 yuan [3]. Educational Background - The distribution of secretaries by education level includes 4 PhDs, 71 Master's degrees, 121 Bachelor's degrees, and 24 with diplomas or lower, with average salaries of 1.2249 million yuan, 662,600 yuan, 603,000 yuan, and 560,400 yuan respectively [5]. Compliance and Regulatory Issues - Zhu Mengyong, the secretary of Xinlai Materials, faced severe penalties for insider trading, resulting in a total fine of 2.1664 million yuan due to illegal gains from stock trading during a sensitive period [7]. - Xiao Yonglin from Haoshi Electromechanical received a warning and a fine of 2 million yuan for his involvement in market manipulation, highlighting the regulatory scrutiny on executive compliance [8].

Core Viewpoint - The acquisition of control by Boda He Yi over San Chao New Materials marks a significant shift in the company's ownership structure, with implications for its future operations and financial health [1][2][10]. Group 1: Company Ownership and Financial Moves - San Chao New Materials announced a share transfer agreement with Boda He Yi, resulting in a change of controlling shareholder and actual controller to Liu Jingqi [1]. - The company plans to issue 12.475 million A-shares to Boda He Yi, raising up to 250 million yuan for working capital and bank loan repayment, which will increase Boda He Yi's stake to 24.83% [1][2]. - Following the announcement, San Chao New Materials' stock price surged by 7.10% on August 5, closing at 25.80 yuan per share [2]. Group 2: Business Performance and Growth Areas - San Chao New Materials has seen revenue growth from 248 million yuan in 2021 to 481 million yuan in 2023, with a turnaround from a net loss of 75.01 million yuan to a profit of 26.91 million yuan [3]. - The company has invested in domestic equipment for silicon cutting production, expanding its capacity significantly, with a new project producing 150 million kilometers of silicon cutting wire in 2023 [3]. - The semiconductor precision diamond tool business of its subsidiary Jiangsu Sanjing achieved revenue of 38.86 million yuan in 2024, marking a 67.54% increase [6]. Group 3: Industry Challenges and Future Outlook - The photovoltaic industry is facing significant challenges, with many companies experiencing losses due to oversupply and falling prices, particularly in the silicon cutting wire segment [6][9]. - San Chao New Materials reported a revenue decline of 27.49% in 2024, with a net loss of 141 million yuan, indicating the impact of the industry's downturn [6]. - The company plans to deepen its involvement in the semiconductor industry, focusing on consumables and equipment, as a potential new growth area [7].