[Important Notice](index=2&type=section&id=Important%20Notice) This unaudited semi-annual report confirms no profit distribution or capital reserve to share capital plans for H1 2025, noting significant operational risks linked to macroeconomic and capital market trends - This semi-annual report is unaudited[4](index=4&type=chunk) - The company has no profit distribution plan or capital reserve to share capital plan for the first half of 2025[5](index=5&type=chunk) - The company's business is highly correlated with domestic and international macroeconomic environment and capital market trends, facing significant operational risks such as market risk, credit risk, operational risk, and information system risk[8](index=8&type=chunk) [Section I Definitions](index=4&type=section&id=Section%20I%20Definitions) This section provides key definitions used throughout the report, including the company's full name, reporting period, and controlling entities - Company full name: Nanhua Futures Co., Ltd., abbreviation: Nanhua Futures[13](index=13&type=chunk) - Reporting period: January-June 2025; End of reporting period: June 30, 2025[14](index=14&type=chunk) - Actual controller: Dongyang Hengdian Group Economic Enterprise Federation; Controlling shareholder: Hengdian Group Holdings Co., Ltd[13](index=13&type=chunk) [Section II Company Profile and Key Financial Indicators](index=5&type=section&id=Section%20II%20Company%20Profile%20and%20Key%20Financial%20Indicators) This section provides an overview of the company's basic information, contact details, changes in fundamental situation, information disclosure, stock summary, and key financial data and indicators for the reporting period [I. Company Information](index=5&type=section&id=I.%20Company%20Information) This section introduces Nanhua Futures' basic information, including legal representative, registered capital, net capital, and various business qualifications of the company and its domestic and overseas subsidiaries, demonstrating the company's extensive layout in futures brokerage, asset management, fund sales, and overseas financial services - Company Legal Representative: Luo Xufeng; Company General Manager: Jia Xiaolong[16](index=16&type=chunk) - **Key Indicators** | Indicator | End of Current Reporting Period | End of Previous Year | | :--- | :--- | :--- | | Registered Capital | 610,065,893 yuan | 610,065,893 yuan | | Net Capital | 1,434,391,919.04 yuan | 1,509,669,605.44 yuan | - The company's business scope includes commodity futures brokerage, financial futures brokerage, futures investment consulting, asset management, and public fund sales[17](index=17&type=chunk) - The company and its subsidiaries (e.g., Nanhua Capital, Nanhua Fund, Heng Hua International) hold multiple domestic and overseas business qualifications, covering risk management, public funds, securities trading, and asset management[17](index=17&type=chunk)[19](index=19&type=chunk)[22](index=22&type=chunk) [II. Contact Persons and Information](index=9&type=section&id=II.%20Contact%20Persons%20and%20Information) This section provides the names, contact addresses, telephone numbers, fax numbers, and email addresses of the company's Board Secretary and Securities Affairs Representative for investor communication - Board Secretary: Zhong Yiqiang; Securities Affairs Representative: Yu Fengduo[30](index=30&type=chunk) - Contact Address: Room 1201, Hengdian Building, Shangcheng District, Hangzhou City, Zhejiang Province; Telephone: 0571-87833551; Email: nanhua-ir@nawaa.com[30](index=30&type=chunk) [III. Brief Introduction to Changes in Basic Information](index=9&type=section&id=III.%20Brief%20Introduction%20to%20Changes%20in%20Basic%20Information) This section briefly introduces the historical changes in the company's registered address and provides basic information such as the company's office address, website, and email address - The company's registered address was changed in October 2021 from “Floors 2 and 3, No. 193 Xihu Avenue, Hangzhou City” to “Rooms 301, 401, 501, 901, 1001, 1101, 1201, Hengdian Building, Shangcheng District, Hangzhou City”[32](index=32&type=chunk) - Company Website: http://www.nanhua.net; Email: nanhua-ir@nawaa.com[32](index=32&type=chunk) [IV. Brief Introduction to Changes in Information Disclosure and Document Storage Locations](index=10&type=section&id=IV.%20Brief%20Introduction%20to%20Changes%20in%20Information%20Disclosure%20and%20Document%20Storage%20Locations) This section specifies the newspapers selected by the company for information disclosure, the website address for publishing the semi-annual report, and the location where the company's semi-annual report is stored - Newspapers selected by the company for information disclosure: China Securities Journal, Shanghai Securities News, Securities Times[34](index=34&type=chunk) - Website address for publishing the semi-annual report: http://www.sse.com.cn[34](index=34&type=chunk) - Location for storing the company's semi-annual report: Board Secretary's Office, 12th Floor, Hengdian Building, Shangcheng District, Hangzhou City, Zhejiang Province[34](index=34&type=chunk) [V. Company Stock Summary](index=10&type=section&id=V.%20Company%20Stock%20Summary) This section provides basic information about the company's stock, including its type, listing exchange, stock abbreviation, and stock code - Company Stock Type: A-share; Listing Exchange: Shanghai Stock Exchange; Stock Abbreviation: Nanhua Futures; Stock Code: 603093[35](index=35&type=chunk) [VII. Key Accounting Data and Financial Indicators](index=10&type=section&id=VII.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) This section discloses the company's key accounting data and financial indicators for the first half of 2025, showing a significant year-on-year decrease in operating revenue but a slight increase in net profit attributable to the parent company, along with the parent company's net capital and risk control indicators Key Accounting Data (January-June 2025) | Indicator | Amount (RMB) | Prior Year Period (RMB) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,100,653,087.93 | 2,637,505,189.71 | -58.27 | | Total Profit | 257,449,985.42 | 271,204,223.52 | -5.07 | | Net Profit Attributable to Parent Company Shareholders | 231,253,620.05 | 230,183,757.68 | 0.46 | | Net Cash Flow from Operating Activities | -5,108,091,953.72 | 2,553,054,337.19 | -300.08 | | Total Assets (End of Current Reporting Period) | 46,878,160,222.79 | 48,863,396,701.97 | -4.06 | | Equity Attributable to Parent Company Shareholders (End of Current Reporting Period) | 4,282,167,984.75 | 4,115,254,867.13 | 4.06 | Key Financial Indicators (January-June 2025) | Key Financial Indicator | Current Period (Jan-Jun) | Prior Year Period | YoY Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (RMB/share) | 0.38 | 0.38 | - | | Basic Earnings Per Share After Deducting Non-recurring Gains and Losses (RMB/share) | 0.38 | 0.37 | 2.70 | | Weighted Average Return on Net Assets (%) | 5.51 | 6.03 | Decrease of 0.52 percentage points | | Weighted Average Return on Net Assets After Deducting Non-recurring Gains and Losses (%) | 5.52 | 5.99 | Decrease of 0.47 percentage points | Parent Company Net Capital and Risk Control Indicators (June 30, 2025) | Item | End of Current Reporting Period | End of Previous Year | | :--- | :--- | :--- | | Net Capital | 1,434,391,919.04 yuan | 1,509,669,605.44 yuan | | Ratio of Net Capital to Total Risk Capital Reserve (%) | 180 | 166 | | Ratio of Net Capital to Net Assets (%) | 46 | 48 | | Ratio of Current Assets to Current Liabilities (%) | 641 | 525 | | Ratio of Liabilities to Net Assets (%) | 34 | 28 | | Settlement Reserve Amount | 1,072,707,434.00 yuan | 1,160,380,887.58 yuan | [IX. Non-recurring Gains and Losses Items and Amounts](index=11&type=section&id=IX.%20Non-recurring%20Gains%20and%20Losses%20Items%20and%20Amounts) This section lists the company's non-recurring gains and losses items and their amounts for the first half of 2025, which collectively resulted in a negative value, primarily including gains and losses from disposal of non-current assets, government subsidies, and other non-operating income and expenses Non-recurring Gains and Losses Items and Amounts (January-June 2025) | Non-recurring Gains and Losses Item | Amount (RMB) | | :--- | :--- | | Gains and losses from disposal of non-current assets | 272,377.90 | | Government subsidies included in current profit and loss | 242,948.69 | | Other non-operating income and expenses apart from the above items | -1,224,888.34 | | Less: Income tax impact | -188,358.07 | | Impact on minority interests (after tax) | 9,448.13 | | Total | -530,651.81 | [Section III Management Discussion and Analysis](index=12&type=section&id=Section%20III%20Management%20Discussion%20and%20Analysis) This section provides a comprehensive discussion and analysis of the company's industry, principal business operations, financial performance, core competencies, and risk factors during the reporting period [I. Description of the Company's Industry and Principal Business Operations During the Reporting Period](index=12&type=section&id=I.%20Description%20of%20the%20Company%27s%20Industry%20and%20Principal%20Business%20Operations%20During%20the%20Reporting%20Period) In the first half of 2025, the global economic environment was complex, while China's futures market maintained stable development with significant year-on-year growth in trading volume and value. The company's principal businesses cover futures brokerage, wealth management, risk management, and overseas financial services, with clear definitions and operating models for each segment [(I) Description of the Company's Industry During the Reporting Period](index=12&type=section&id=(I)%20Description%20of%20the%20Company%27s%20Industry%20During%20the%20Reporting%20Period) The futures market in the first half of 2025 saw significant growth in trading volume and value, with continuous improvement in product variety and optimization of market participant structure, alongside ongoing regulatory enhancements - From January to June 2025, the national futures market's cumulative trading volume reached **4.076 billion lots**, a year-on-year increase of **17.82%**; cumulative trading value reached **339.73 trillion yuan**, a year-on-year increase of **20.68%**[43](index=43&type=chunk) - The futures market product system continues to improve, and the structure of market participants is continuously optimizing, with institutionalization and industrialization becoming increasingly prominent[43](index=43&type=chunk)[44](index=44&type=chunk) - The China Securities Regulatory Commission (CSRC) continues to advance the construction of the futures industry's legal and regulatory system, issuing the "Measures for the Administration of Programmed Trading in the Futures Market (Trial)" and soliciting public opinions on the "Provisions on the Classification Evaluation of Futures Companies (Draft for Comment)"[43](index=43&type=chunk)[44](index=44&type=chunk) [(II) Description of the Company's Principal Business Operations During the Reporting Period](index=13&type=section&id=(II)%20Description%20of%20the%20Company%27s%20Principal%20Business%20Operations%20During%20the%20Reporting%20Period) The company's principal businesses encompass futures brokerage, wealth management, risk management, and overseas financial services, each with distinct operational models and offerings - The company's principal businesses include futures brokerage, wealth management, risk management, overseas financial services, and futures investment consulting[44](index=44&type=chunk) - Wealth management business is primarily divided into three parts: asset management, public fund business, and public fund sales[45](index=45&type=chunk) - Risk management business provides over-the-counter (OTC) derivatives, basis trading, market-making, and other services through Nanhua Capital and its subsidiaries[46](index=46&type=chunk) - Overseas financial services business is conducted through Heng Hua International and its subsidiaries, covering futures brokerage, asset management, securities brokerage, and other areas[47](index=47&type=chunk) [II. Discussion and Analysis of Operations](index=14&type=section&id=II.%20Discussion%20and%20Analysis%20of%20Operations) In the first half of 2025, the company achieved steady development in a complex market environment, focusing on "institutionalization, industrialization, and internationalization" strategies, enhancing its service to the real economy through multi-business and domestic-overseas synergy, with significant growth in overseas brokerage and asset management businesses [(I) Futures Brokerage Business](index=14&type=section&id=(I)%20Futures%20Brokerage%20Business) The company strengthened its futures brokerage business by enhancing team building, optimizing service processes, and developing new service brands to cater to institutional and industrial clients - The company focuses on "institutionalization, industrialization, and internationalization" market development trends, strengthening business team building, optimizing service processes, and improving differentiated service levels[47](index=47&type=chunk) - Two new service brands, "Nanhua Xingyunhui" and "Nanhua Industrial Research Tour," were launched to intensify efforts in developing listed companies and leading enterprises in industrial chains as clients[48](index=48&type=chunk) - As of June 30, 2025, the company's domestic futures brokerage client equity scale was **27.347 billion yuan**[48](index=48&type=chunk) [(II) Risk Management Business](index=14&type=section&id=(II)%20Risk%20Management%20Business) The risk management business expanded its product offerings in OTC derivatives, actively participated in rural revitalization through "insurance + futures" projects, and achieved significant trading volumes in basis trading and market-making - OTC derivatives business added new products such as index enhancement, binary snowball, and European snowball, with a new notional principal of **31.856 billion yuan**[49](index=49&type=chunk) - In the field of rural revitalization, **45 "insurance + futures" projects** were carried out, providing **746 million yuan** in risk protection for agricultural entities[50](index=50&type=chunk) - Basis trading business accumulated new trade volume of **1.406 billion yuan**, actively promoting the launch of new varieties such as caustic soda, scrap steel, and alumina[50](index=50&type=chunk) - Market-making business covered **36 varieties** (14 options, 22 futures), achieving a trading volume of **200.573 billion yuan**[50](index=50&type=chunk) [(III) Wealth Management Business](index=15&type=section&id=(III)%20Wealth%20Management%20Business) The wealth management business saw substantial growth in public fund and asset management scales, supported by enhanced investment research capabilities and strategic initiatives - Nanhua Fund's outstanding public fund scale reached **21.527 billion yuan**, an increase of **45.40%** from the end of last year[51](index=51&type=chunk) - The company's asset management business scale was **255 million yuan**, an increase of **96 million yuan** from the end of last year, a growth of **60.38%**[52](index=52&type=chunk) - Established a "Fixed Income + Strategy Group" and an "Index Enhancement Pilot Group" to deepen investment research capabilities and refine the "macro-industry-individual stock" three-tier analysis framework[51](index=51&type=chunk) [(IV) Overseas Financial Services Business](index=15&type=section&id=(IV)%20Overseas%20Financial%20Services%20Business) Overseas financial services business achieved significant growth in client equity and asset management scale, expanding its global presence and obtaining key clearing memberships and LME warehouse receipt holding qualifications - As of the end of June 2025, overseas brokerage client equity totaled **17.768 billion Hong Kong dollars**, a year-on-year increase of **32.25%**[53](index=53&type=chunk) - Overseas asset management business totaled **3.376 billion Hong Kong dollars**, a year-on-year increase of **30.10%**[53](index=53&type=chunk) - Overseas subsidiary Nanhua USA was approved as a clearing member of Cboe Clear U.S., LLC[53](index=53&type=chunk) - Heng Hua International became one of the first LME warehouse receipt holding institutions in Hong Kong, bringing new opportunities for deep cultivation in the Asian metal market[53](index=53&type=chunk) [III. Analysis of Core Competencies During the Reporting Period](index=16&type=section&id=III.%20Analysis%20of%20Core%20Competencies%20During%20the%20Reporting%20Period) The company's core competitiveness lies in its comprehensive derivatives business license layout, covering futures brokerage, risk management, wealth management, and overseas financial services, achieving multi-business synergy. Concurrently, the company has established a robust risk control and compliance management system, possesses an excellent management team, and continuously invests in financial technology to enhance digitalized operations and compliance management capabilities [(I) The Company's Derivatives Business License Layout is Relatively Comprehensive](index=16&type=section&id=(I)%20The%20Company%27s%20Derivatives%20Business%20License%20Layout%20is%20Relatively%20Comprehensive) The company has established a comprehensive financial service platform with a complete derivatives business license layout, enabling synergistic development across various business segments, including spot and futures, on-exchange and OTC, public and private funds, domestic and international, and online and offline operations - The company has formed a comprehensive financial service platform covering diverse businesses, achieving synergistic development of spot and futures, on-exchange and OTC, public and private funds, domestic and international, and online and offline businesses[54](index=54&type=chunk) - Futures brokerage business is a member of SHFE, DCE, ZCE, CFFEX, GFEX, and INE, and a trading participant of SSE and SZSE[54](index=54&type=chunk) - Risk management business focuses on basis trading, OTC derivatives, and market-making, serving agriculture through "insurance + futures"[55](index=55&type=chunk) - Overseas financial services business, through Heng Hua International and its subsidiaries, is strategically located in major global financial centers and holds licenses for futures, securities, and asset management[56](index=56&type=chunk) [(II) Comprehensive Risk Control and Compliance Management System](index=17&type=section&id=(II)%20Comprehensive%20Risk%20Control%20and%20Compliance%20Management%20System) The company has established a four-tier risk management organizational structure, continuously improved internal management systems, and enhanced compliance and risk control through digital platforms for dynamic monitoring and stress testing - Established a four-tier risk management organizational structure: Board of Directors, Board Special Committees, Chief Risk Officer, Operating Management, and Business Operating Departments[56](index=56&type=chunk) - Continuously improved internal management systems, strengthened compliance and risk control systems, and refined internal control measures such as white-list management for underlying assets and negative trader management[56](index=56&type=chunk) - Achieved dynamic monitoring and stress testing of market risk, credit risk, and liquidity risk through the construction of a digital risk management platform[56](index=56&type=chunk) [(III) Excellent Management Capabilities and a Dynamic Management Team](index=17&type=section&id=(III)%20Excellent%20Management%20Capabilities%20and%20a%20Dynamic%20Management%20Team) The company boasts an experienced, capable, and youthful senior management team, with Chairman Luo Xufeng having over 30 years of futures industry experience, consistently recognized for outstanding management - The company's senior management team is experienced, highly capable, and youthful, with Chairman Luo Xufeng possessing over **30 years** of experience in the futures industry[56](index=56&type=chunk) - The management team has been consecutively awarded "China Futures Company Gold Medal Management Team" for many years, and Chairman Luo Xufeng has been consecutively awarded "Best Helmsman of China Futures Company"[56](index=56&type=chunk) [(IV) Increasingly Enhanced FinTech Capabilities](index=17&type=section&id=(IV)%20Increasingly%20Enhanced%20FinTech%20Capabilities) The company has received multiple FinTech awards, developed intelligent research and risk management systems, and is actively embracing large language models to build autonomous AI capabilities and explore innovative applications - The company has won multiple FinTech development awards, including the futures spot trading risk management system, Shenghua derivatives system, and integrated investment research and service platform project[57](index=57&type=chunk) - The futures intelligent research report writing system based on large language models was shortlisted for the Shanghai FinTech Industry Alliance's 2024 Artificial Intelligence Large Model Financial Sector Demonstration Scenarios and Innovation Cases[57](index=57&type=chunk) - Built a new generation of intelligent data infrastructure and independently developed Nanhua Investment Research Platform, Data Interconnection Platform, Nanhua Tong APP, Ruihua Risk Management System, and more[57](index=57&type=chunk) - Actively embracing large models, building autonomous AI core capabilities, exploring multi-scenario innovative applications, and upgrading new business models[58](index=58&type=chunk)[59](index=59&type=chunk) [IV. Key Operating Performance During the Reporting Period](index=18&type=section&id=IV.%20Key%20Operating%20Performance%20During%20the%20Reporting%20Period) This section provides a detailed analysis of the changes and reasons for key financial statement items during the reporting period, analyzes asset and liability conditions, including the scale of overseas assets and restricted major assets, and discloses the operating performance of major controlled and investee companies and the company's controlled structured entities [(I) Analysis of Principal Business](index=18&type=section&id=(I)%20Analysis%20of%20Principal%20Business) This section analyzes the significant changes in key financial statement items, such as investment income, fair value changes, and cash flows, primarily driven by risk management business performance and changes in funds held at exchanges Financial Statement Related Item Variation Analysis (January-June 2025) | Item | Current Period Amount (Yuan) | Prior Year Period Amount (Yuan) | Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Investment Income | 129,887,242.08 | -73,560,760.14 | 276.57 | Primarily due to increased futures closing gains/losses from the company's risk management business | | Net Exposure Hedge Income | -6,156,986.20 | 8,968,282.76 | -168.65 | Primarily due to decreased holding gains/losses from hedged items in risk management business | | Fair Value Change Income | -45,715,569.43 | 86,110,190.11 | -153.09 | Primarily due to decreased futures holding gains/losses from the company's risk management business | | Exchange Gains | 9,161,337.94 | -3,835,591.12 | 338.85 | Primarily due to exchange rate changes of non-functional currency in overseas subsidiaries | | Other Operating Income | 524,577,749.24 | 1,995,750,713.28 | -73.72 | Certain trading businesses recognized revenue using the net method | | Research and Development Expenses | 9,233,522.01 | 18,064,023.61 | -48.88 | Primarily due to reduced R&D projects in the current period | | Net Cash Flow from Operating Activities | -5,108,091,953.72 | 2,553,054,337.19 | -300.08 | Primarily due to increased funds deposited in exchanges in the current period | | Net Cash Flow from Investing Activities | 703,187,899.09 | -637,934,613.41 | 210.23 | Primarily due to increased redemption amount of maturing bank time deposits compared to the previous period | | Net Cash Flow from Financing Activities | 110,070,886.55 | -167,847,955.34 | 165.58 | Primarily due to new issuance of subordinated bonds this year | [(III) Analysis of Assets and Liabilities](index=19&type=section&id=(III)%20Analysis%20of%20Assets%20and%20Liabilities) This section analyzes the company's asset and liability structure, highlighting the significant portion of overseas assets and detailing the types and reasons for restricted major assets - Overseas assets amounted to **16,239,855,748.44 yuan**, accounting for **34.64%** of total assets[63](index=63&type=chunk) Major Asset Restrictions as of the End of the Reporting Period | Item | Book Value at Period End (Yuan) | Restriction Type | Reason for Restriction | | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 28,003,026.53 | Frozen | Business frozen funds, lease contract deposits, risk reserves | | Financial Assets Held for Trading | 1,415,161,204.19 | Pledged, Frozen | Government bond funds and money market funds pledged at exchanges as margin; Securities investment funds | | Inventories | 166,375,901.91 | Pledged | Warehouse receipts pledged as margin at Shanghai Futures Exchange, Dalian Commodity Exchange | | Total | 1,609,540,132.63 | | | [(IV) Analysis of Investment Status](index=20&type=section&id=(IV)%20Analysis%20of%20Investment%20Status) This section provides an overview of the operating model and financial performance of the company's overseas assets, specifically focusing on Heng Hua International Overseas Asset Operating Model and Financial Data | Overseas Asset Name | Operating Model | Current Period Operating Revenue (10,000 Yuan) | Current Period Net Profit (10,000 Yuan) | | :--- | :--- | :--- | :--- | | Heng Hua International | Provides overseas financial services, including futures brokerage, asset management, securities brokerage, etc. | 32,689.26 | 22,105.42 | [(VI) Analysis of Major Controlled and Investee Companies](index=21&type=section&id=(VI)%20Analysis%20of%20Major%20Controlled%20and%20Investee%20Companies) This section provides a financial overview of the company's major subsidiaries, including their principal businesses, registered capital, and net profit, and notes the deregistration of a non-operational subsidiary Financial Situation of Major Subsidiaries (January-June 2025) | Company Name | Principal Business | Registered Capital (10,000 Yuan) | Net Profit (10,000 Yuan) | | :--- | :--- | :--- | :--- | | Heng Hua International Financial Co., Ltd. | Brokerage, clearing, asset management, and other overseas financial services | 70,531.89 | 22,105.42 | | Zhejiang Nanhua Capital Management Co., Ltd. | OTC derivatives, basis trading, market-making, and other risk management services | 70,000.00 | 803.03 | | Nanhua Fund Management Co., Ltd. | Public fund raising, sales, asset management, specific client asset management | 25,000.00 | -617.92 | - During the reporting period, HENGHUA Capital Limited was deregistered; this company was not operational and had no impact on overall production, operations, or performance[69](index=69&type=chunk) [(VII) Information on Structured Entities Controlled by the Company](index=22&type=section&id=(VII)%20Information%20on%20Structured%20Entities%20Controlled%20by%20the%20Company) This section states that as of June 30, 2025, six asset management plans managed and invested in by the company and its subsidiaries were included in the consolidated financial statements due to the company possessing substantive rights and an expectation of variable returns with a comprehensive yield greater than 30% - As of June 30, 2025, **6 asset management plans** managed and invested in by the company and its subsidiaries were included in the consolidated financial statements because the company possessed substantive rights and an expectation of variable returns with a comprehensive yield greater than **30%**[69](index=69&type=chunk) [V. Other Disclosures](index=22&type=section&id=V.%20Other%20Disclosures) This section details the various risks the company may face and its prevention strategies, along with the progress of the company's "Quality Improvement, Efficiency Enhancement, and Return Focus" action plan, including preparations for listing in Hong Kong, completion of share repurchases, and continuous strengthening of investor relations management [(I) Potential Risks](index=22&type=section&id=(I)%20Potential%20Risks) The company faces various operational risks, including market, credit, operational, regulatory, and information system risks, for which it has implemented specific control and prevention measures across its business segments - The company's operations face market risk, credit risk, operational risk, regulatory risk, and information system risk[71](index=71&type=chunk) - For futures brokerage business, market risk is controlled through measures such as adjusting margin levels and risk simulations[76](index=76&type=chunk) - For risk management business, market risk is controlled by calculating hedging thresholds, setting stop-loss points, and real-time monitoring of asset price fluctuations[77](index=77&type=chunk) - Credit risk is mitigated by establishing a client evaluation system and requiring performance bonds[78](index=78&type=chunk) - Operational risk is prevented by establishing daily operational systems, strict business processes and authority segregation, and dual-person review[78](index=78&type=chunk) - Regulatory risk is addressed by improving the company's overall internal control system and using modern management systems for full-process compliance risk monitoring[79](index=79&type=chunk)[81](index=81&type=chunk) - Information system risk is managed by building IT systems referencing industry standards, establishing multi-center data rooms, using a main trading system and multiple vendor trading systems, and setting up disaster recovery[81](index=81&type=chunk) [(II) Other Disclosure Items](index=27&type=section&id=(II)%20Other%20Disclosure%20Items) The company is actively preparing for a Hong Kong listing, has completed a share repurchase, implemented its 2024 profit distribution plan, and continues to prioritize investor relations management - The company is actively preparing for a Hong Kong listing to broaden financing channels, attract high-end overseas talent, and accelerate overseas business expansion[84](index=84&type=chunk) - The company has completed its share repurchase, cumulatively repurchasing **5,681,234 shares** for a total payment of **50,088,766.66 yuan**, accounting for **0.93%** of the total share capital[85](index=85&type=chunk) - The 2024 profit distribution plan has been implemented, distributing a cash dividend of **0.76 yuan (tax inclusive)** per 10 shares to all shareholders, totaling **45,933,234.08 yuan**[85](index=85&type=chunk) - The company highly values investor relations management, improving institutional frameworks, building diversified communication channels, and achieving a **100% response rate** to inquiries[85](index=85&type=chunk)[86](index=86&type=chunk) [Section IV Corporate Governance, Environment, and Society](index=30&type=section&id=Section%20IV%20Corporate%20Governance%2C%20Environment%2C%20and%20Society) This section covers changes in the company's directors and senior management, profit distribution plans, and specific initiatives related to consolidating poverty alleviation achievements and rural revitalization, demonstrating the company's commitment to governance and social responsibility [I. Changes in Company Directors and Senior Management](index=30&type=section&id=I.%20Changes%20in%20Company%20Directors%20and%20Senior%20Management) This section discloses changes in the company's directors and senior management, including the appointment of new vice general managers, the election of the fifth board of directors, and the departure of some supervisors, noting that the company no longer has a supervisory board - The company appointed Mr. Wang Zhenghao and Mr. Zhong Yiqiang as Vice General Managers[88](index=88&type=chunk) - The company elected Mr. Lü Yuelong and 4 others as non-independent directors for the fifth Board of Directors, and Mr. Liu Yulong, Ms. Li Jing, and 1 other as independent directors[89](index=89&type=chunk) - The company no longer has a Supervisory Board; Mr. Li Guoping, Mr. Jin Longhua, and Mr. Xia Haibo no longer serve as company supervisors[89](index=89&type=chunk) [II. Profit Distribution or Capital Reserve to Share Capital Plan](index=30&type=section&id=II.%20Profit%20Distribution%20or%20Capital%20Reserve%20to%20Share%20Capital%20Plan) This section explicitly states that the company has no profit distribution plan or capital reserve to share capital plan for the first half of 2025 - The company has no profit distribution plan or capital reserve to share capital plan for the first half of 2025[90](index=90&type=chunk) [V. Specific Progress in Consolidating and Expanding Poverty Alleviation Achievements, Rural Revitalization, and Other Work](index=31&type=section&id=V.%20Specific%20Progress%20in%20Consolidating%20and%20Expanding%20Poverty%20Alleviation%20Achievements%2C%20Rural%20Revitalization%2C%20and%20Other%20Work) This section details the company's efforts in rural revitalization, including industrial assistance, educational support, consumption assistance, and future work plans, reflecting the company's active fulfillment of social responsibilities - The company established a Rural Revitalization Working Group, designating rural revitalization as a significant political task and social responsibility[92](index=92&type=chunk) - In the first half of 2025, the company completed **45 "insurance + futures" projects**, underwriting **746 million yuan** in goods value, supporting agricultural industry development[94](index=94&type=chunk) - Initiated the "Nanhua Futures-Ganlin Class" public welfare project in two high schools in Xinjiang through the Hangzhou Ganlin Student Aid Foundation, donating **110,000 yuan**[94](index=94&type=chunk)[95](index=95&type=chunk) - In the first half of 2025, the company's total consumption assistance investment was **480,400 yuan**, actively promoting "purchase instead of donation, buy instead of help"[95](index=95&type=chunk) - The company donated **100,000 yuan** through the "Shanben Trust · Zhejiang Gold-Nanhua Charity Trust" to support the reconstruction of the earthquake-stricken area in Shigatse, Tibet[95](index=95&type=chunk) - In the second half of 2025, the company will continue to deepen the application of the "insurance + futures" model, provide educational funds, carry out consumption assistance, and offer futures and derivatives knowledge training[96](index=96&type=chunk) [Section V Significant Matters](index=34&type=section&id=Section%20V%20Significant%20Matters) This section details the fulfillment of commitments, the integrity status of the company and its controlling entities, major related-party transactions, and the performance of significant contracts, particularly regarding guarantees [I. Fulfillment of Commitments](index=34&type=section&id=I.%20Fulfillment%20of%20Commitments) This section discloses the fulfillment of commitments by the company's actual controller, controlling shareholder, directors, and senior management during or continuing into the reporting period, primarily concerning the resolution of horizontal competition and share transfer restrictions, with all commitments being timely and strictly fulfilled - Controlling shareholder Hengdian Group Holdings Co., Ltd. committed not to engage in businesses identical, similar, or substantially competitive with Nanhua Futures, and has timely and strictly fulfilled this commitment[98](index=98&type=chunk) - Actual controller Dongyang Hengdian Group Economic Enterprise Federation committed not to engage in businesses identical, similar, or substantially competitive with Nanhua Futures, and has timely and strictly fulfilled this commitment[98](index=98&type=chunk)[99](index=99&type=chunk) - Directors, supervisors, and senior management committed not to transfer more than **25%** of their total company shares annually during their tenure, and not to transfer shares within **6 months** after leaving office, which has been effectively fulfilled long-term[99](index=99&type=chunk) [IX. Explanation of the Integrity Status of the Company, its Controlling Shareholder, and Actual Controller During the Reporting Period](index=36&type=section&id=IX.%20Explanation%20of%20the%20Integrity%20Status%20of%20the%20Company%2C%20its%20Controlling%20Shareholder%2C%20and%20Actual%20Controller%20During%20the%20Reporting%20Period) This section states that during the reporting period, the company, its controlling shareholder, and actual controller maintained good integrity, with no unfulfilled court judgments or overdue significant debts - During the reporting period, the company, its controlling shareholder, and actual controller maintained good integrity, with no unfulfilled court judgments or overdue significant debts[100](index=100&type=chunk) [X. Significant Related-Party Transactions](index=36&type=section&id=X.%20Significant%20Related-Party%20Transactions) This section states that the company conducts related-party transactions strictly in accordance with relevant requirements, adhering to principles of fairness, openness, and impartiality, with daily related-party transactions executed as per the resolution approved by the annual general meeting - The company strictly conducts related-party transactions in accordance with relevant requirements, adhering to principles of fairness, openness, and impartiality[102](index=102&type=chunk) - During the reporting period, the company's daily related-party transactions were executed in accordance with the "Proposal on Estimating the Company's Daily Related-Party Transactions for 2025" approved by the company's 2024 Annual General Meeting[102](index=102&type=chunk) [XI. Significant Contracts and Their Performance](index=37&type=section&id=XI.%20Significant%20Contracts%20and%20Their%20Performance) This section discloses the company's significant guarantees performed and outstanding during the reporting period, primarily involving bank credit guarantees for subsidiaries Company Guarantee Total (June 30, 2025) | Item | Amount (RMB) | | :--- | :--- | | Total guarantee amount for subsidiaries incurred during the reporting period | 285,941,298.73 | | Total outstanding guarantee amount for subsidiaries at the end of the reporting period (B) | 285,941,298.73 | | Total Guarantee Amount (A+B) | 285,941,298.73 | | Ratio of Total Guarantee Amount to Company Net Assets (%) | 6.66 | | Of which: Debt guarantees provided directly or indirectly to guaranteed entities with asset-liability ratio exceeding 70% (D) | 267,702,299.00 | | Total of the above three guarantee amounts (C+D+E) | 267,702,299.00 | - Guarantee situations primarily involve bank credit guarantees provided by overseas subsidiaries to their subsidiaries[105](index=105&type=chunk) [Section VI Share Changes and Shareholder Information](index=39&type=section&id=Section%20VI%20Share%20Changes%20and%20Shareholder%20Information) This section details the company's share capital changes and shareholder structure, including the total number of ordinary shareholders, the top ten shareholders, and the status of repurchased shares [I. Changes in Share Capital](index=39&type=section&id=I.%20Changes%20in%20Share%20Capital) This section states that there were no changes in the company's total share capital or share structure during the reporting period - During the reporting period, there were no changes in the company's total share capital or share structure[108](index=108&type=chunk) [II. Shareholder Information](index=39&type=section&id=II.%20Shareholder%20Information) This section discloses the total number of ordinary shareholders, the top ten shareholders, and the top ten unrestricted tradable share shareholders as of the end of the reporting period, along with information on the company's special repurchase securities account - Total number of ordinary shareholders at the end of the reporting period: **43,170**[109](index=109&type=chunk) Top Ten Shareholders' Shareholding (June 30, 2025) | Shareholder Name | Shares Held at Period End (Shares) | Percentage (%) | Shareholder Nature | | :--- | :--- | :--- | :--- | | Hengdian Group Holdings Co., Ltd. | 425,120,900 | 69.68 | Domestic Non-State-Owned Legal Person | | Dongyang Heng Hua Investment Partnership (Limited Partnership) | 24,480,000 | 4.01 | Domestic Non-State-Owned Legal Person | | Zhejiang Hengdian Import and Export Co., Ltd. | 10,000,000 | 1.64 | Domestic Non-State-Owned Legal Person | | Hengdian Group DMEGC Co., Ltd. | 10,000,000 | 1.64 | Domestic Non-State-Owned Legal Person | | Nanhua Futures Co., Ltd. Repurchase Special Securities Account | 5,681,234 | 0.93 | Domestic Non-State-Owned Legal Person | | Yang Rielie | 5,476,600 | 0.90 | Domestic Natural Person | | Hong Kong Securities Clearing Company Limited | 5,472,388 | 0.90 | Other | | National Social Security Fund 413 Portfolio | 4,050,000 | 0.66 | Unknown | | Sun Guodong | 2,086,000 | 0.34 | Domestic Natural Person | | China Merchants Bank Co., Ltd. - Southern CSI 1000 Exchange Traded Fund | 1,683,900 | 0.28 | Unknown | - The company's repurchase special account holds **5,681,234 shares**, accounting for **0.93%** of the company's total share capital; these shares do not carry voting rights, profit distribution rights, or pledge rights at general meetings[112](index=112&type=chunk) [Section VII Bond-Related Information](index=42&type=section&id=Section%20VII%20Bond-Related%20Information) This section provides detailed information on the company's bonds, including issuance, redemption options, use of proceeds, and an analysis of interest-bearing debt structure and changes, along with key bond-related financial indicators [I. Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments](index=42&type=section&id=I.%20Corporate%20Bonds%20(Including%20Enterprise%20Bonds)%20and%20Non-Financial%20Enterprise%20Debt%20Financing%20Instruments) This section details the company's bond situation, including the issuance information and redemption options for the "25 Nanhua C1" subordinated bond, and the use of its proceeds. It also analyzes the structure and changes in the company's interest-bearing debt (non-consolidated and consolidated) [1. Basic Information on Corporate Bonds](index=42&type=section&id=1.%20Basic%20Information%20on%20Corporate%20Bonds) This section provides basic information on the company's corporate bonds, specifically the "25 Nanhua C1" subordinated bond, including its issuance details, maturity, and redemption options Basic Information on Corporate Bonds | Bond Name | Abbreviation | Code | Issue Date | Interest Commencement Date | Maturity Date | Bond Balance (100 Million Yuan) | Interest Rate (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Nanhua Futures Co., Ltd. 2025 Non-Public Issuance of Subordinated Bonds to Professional Investors | 25 Nanhua C1 | 258904.SH | June 11, 2025 - June 13, 2025 | June 13, 2025 | June 13, 2032 (with redemption option) | 5 | 3.28 | - The "25 Nanhua C1" bond includes a redemption option, allowing the company to publish an announcement **30 trading days** before the interest payment dates of the 2nd, 4th, and 5th interest-bearing years[118](index=118&type=chunk) [(II) Use of Proceeds from Corporate Bonds](index=45&type=section&id=(II)%20Use%20of%20Proceeds%20from%20Corporate%20Bonds) This section details the use of proceeds from the company's corporate bonds, confirming that the "25 Nanhua C1" bond proceeds were fully utilized for working capital, consistent with the prospectus Use of Proceeds | Bond Code | Bond Abbreviation | Total Proceeds (100 Million Yuan) | Actual Amount Used in Reporting Period (100 Million Yuan) | Amount for Replenishing Working Capital (100 Million Yuan) | | :--- | :--- | :--- | :--- | :--- | | 258904.SH | 25 Nanhua C1 | 5.00 | 5.00 | 5.00 | - The proceeds from "25 Nanhua C1" have been fully used to supplement working capital, in line with the prospectus agreement[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) [(IV) Significant Matters Related to Corporate Bonds During the Reporting Period](index=46&type=section&id=(IV)%20Significant%20Matters%20Related%20to%20Corporate%20Bonds%20During%20the%20Reporting%20Period) This section reports that there were no non-operating related party receivables or borrowings at the beginning or end of the reporting period, and details the year-on-year changes in the company's interest-bearing debt balances on both a non-consolidated and consolidated basis - At the beginning of the reporting period, the company's consolidated non-operating related party receivables and borrowings balance was **0 billion yuan**, and the total unrecovered non-operating related party receivables and borrowings at the end of the reporting period was **0 billion yuan**[127](index=127&type=chunk) - The company's (non-consolidated scope) interest-bearing debt balance increased from **512 million yuan** at the beginning of the reporting period to **709 million yuan** at the end of the reporting period, a year-on-year change of **38.48%**[128](index=128&type=chunk) - The company's consolidated interest-bearing debt balance increased from **828 million yuan** at the beginning of the reporting period to **1.077 billion yuan** at the end of the reporting period, a year-on-year change of **30.07%**[131](index=131&type=chunk) [(VII) Key Accounting Data and Financial Indicators](index=49&type=section&id=(VII)%20Key%20Accounting%20Data%20and%20Financial%20Indicators) This section presents key bond-related accounting data and financial indicators, such as current ratio, asset-liability ratio, and interest coverage ratio, explaining the reasons for changes in the cash interest coverage ratio Key Accounting Data and Financial Indicators (Bond Related) | Key Indicator | End of Current Reporting Period | End of Previous Year | YoY Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Current Ratio | 3.88 | 3.59 | 8.08 | | | Asset-Liability Ratio (%) | 35.00 | 34.18 | 0.82 | | | Net Profit After Deducting Non-recurring Gains and Losses | 231,784,271.86 yuan | 228,593,446.59 yuan | 1.40 | | | EBITDA to Total Debt Ratio | 0.28 | 0.32 | -12.50 | | | Interest Coverage Ratio | 14.04 | 13.05 | 7.59 | Primarily due to increased funds deposited in exchanges in the current period, leading to decreased net cash flow from operating activities | | Cash Interest Coverage Ratio | -257.43 | 114.59 | -324.65 | Primarily due to increased funds deposited in exchanges in the current period, leading to decreased net cash flow from operating activities | [Section VIII Financial Report](index=49&type=section&id=Section%20VIII%20Financial%20Report) This section comprises the unaudited financial statements, company fundamentals, key accounting policies, tax information, detailed notes to financial items, and disclosures on risks, fair value, related parties, and other significant financial matters [I. Audit Report](index=49&type=section&id=I.%20Audit%20Report) This section states that this semi-annual report is unaudited - This semi-annual report is unaudited[4](index=4&type=chunk) [II. Financial Statements](index=49&type=section&id=II.%20Financial%20Statements) This section provides the company's consolidated and parent company balance sheets as of June 30, 2025, consolidated and parent company income statements for January-June 2025, consolidated and parent company cash flow statements, and consolidated and parent company statements of changes in owners' equity Key Consolidated Balance Sheet Data (June 30, 2025) | Item | Amount (Yuan) | | :--- | :--- | | Cash and Bank Balances | 28,885,111,889.92 | | Receivable Margin Deposits | 14,003,244,717.11 | | Total Assets | 46,878,160,222.79 | | Payable Margin Deposits | 39,598,580,674.61 | | Total Liabilities | 42,586,301,829.82 | | Total Equity Attributable to Parent Company Owners | 4,282,167,984.75 | Key Consolidated Income Statement Data (January-June 2025) | Item | Amount (Yuan) | | :--- | :--- | | Total Operating Revenue | 1,100,653,087.93 | | Total Profit | 257,449,985.42 | | Net Profit Attributable to Parent Company Shareholders | 231,253,620.05 | Key Consolidated Cash Flow Statement Data (January-June 2025) | Item | Amount (Yuan) | | :--- | :--- | | Net Cash Flow from Operating Activities | -5,108,091,953.72 | | Net Cash Flow from Investing Activities | 703,187,899.09 | | Net Cash Flow from Financing Activities | 110,070,886.55 | [III. Company Basic Information](index=65&type=section&id=III.%20Company%20Basic%20Information) This section introduces Nanhua Futures Co., Ltd.'s establishment background, registration information, stock listing status, industry, and principal businesses, and lists the subsidiaries and structured entities included in the consolidated financial statements - Nanhua Futures Co., Ltd. was registered with the Zhejiang Administration for Industry and Commerce on October 18, 2012, and its shares were listed on the Shanghai Stock Exchange on August 30, 2019[164](index=164&type=chunk) - The company's principal businesses include commodity futures brokerage, financial futures brokerage, futures investment consulting, asset management, and public fund sales[164](index=164&type=chunk) - The company included **23 subsidiaries** and **6 structured entities** in the scope of consolidated financial statements for the reporting period[165](index=165&type=chunk) [IV. Basis of Financial Statement Preparation](index=65&type=section&id=IV.%20Basis%20of%20Financial%20Statement%20Preparation) This section states that the company's financial statements are prepared on a going concern basis, and there are no matters or circumstances that would cause significant doubt about its ability to continue as a going concern for the 12 months from the end of the reporting period - The company's financial statements are prepared on a going concern basis[166](index=166&type=chunk) - There are no matters or circumstances that would cause significant doubt about the company's ability to continue as a going concern for the **12 months** from the end of the reporting period[167](index=167&type=chunk) [V. Significant Accounting Policies and Estimates](index=65&type=section&id=V.%20Significant%20Accounting%20Policies%20and%20Estimates) This section details the company's statement of compliance with enterprise accounting standards, accounting period, functional currency, materiality criteria, and specific accounting policies and estimates for business combinations, consolidated financial statements, cash and cash equivalents, foreign currency transactions, financial instruments, inventories, receivables, long-term equity investments, investment properties, fixed assets, construction in progress, intangible assets, long-term deferred expenses, futures risk reserves, contract liabilities, employee compensation, provisions, share-based payments, repurchase of own shares, revenue, contract costs, government grants, deferred tax assets/liabilities, leases, general risk reserves, segment reporting, margin financing and securities lending business, asset securitization business, and other significant accounting policies and estimates - The financial statements prepared by the company comply with enterprise accounting standards, accurately and completely reflecting financial position, operating results, and other information[169](index=169&type=chunk) - The company has formulated specific accounting policies and estimates based on its actual production and operation characteristics for financial instrument impairment, fixed asset depreciation, construction in progress, intangible asset amortization, revenue recognition, and other areas[168](index=168&type=chunk) - Financial assets are classified at initial recognition into three categories: measured at amortized cost, measured at fair value through other comprehensive income, and measured at fair value through profit or loss[179](index=179&type=chunk) - The company performs impairment testing and recognizes loss provisions for financial assets measured at amortized cost based on expected credit losses[186](index=186&type=chunk) - Futures brokerage commission income is recognized when economic benefits related to the transaction can flow into the company, the related income can be reliably measured, and settlement of buy/sell futures contracts with clients or settlement of funds with exchanges is completed[233](index=233&type=chunk) [VI. Taxation](index=89&type=section&id=VI.%20Taxation) This section discloses the company's main tax categories and rates, including VAT, property tax, urban maintenance and construction tax, education surcharge, local education surcharge, and corporate income tax, explaining the differences in income tax rates for various taxable entities and tax preferential policies Main Tax Categories and Rates | Tax Category | Tax Rate | | :--- | :--- | | Value-Added Tax (VAT) | 6%, 9%, 13% | | Property Tax | 1.2%, 12% | | Urban Maintenance and Construction Tax | 7%, 5% | | Education Surcharge | 3% | | Local Education Surcharge | 2% | | Corporate Income Tax | 25%, 8.25%, 13.5%, 16.5%, 20%, 30.5%, 17%, 0% | - Corporate income tax for Hong Kong-registered subsidiaries applies a progressive tax rate: **8.25%** for taxable income not exceeding **2 million Hong Kong dollars**, and **16.5%** for the excess portion[260](index=260&type=chunk) - Heilongjiang Heng Hua Agricultural Industry Service Co., Ltd. is a small-profit enterprise, enjoying preferential income tax policies where the portion of annual taxable income not exceeding **3 million yuan** is subject to a **25%** reduction in taxable income and a **20%** corporate income tax rate[261](index=261&type=chunk) [VII. Notes to Consolidated Financial Statement Items](index=90&type=section&id=VII.%20Notes%20to%20Consolidated%20Financial%20Statement%20Items) This section provides detailed notes to various asset, liability, owner's equity, and income statement items in the consolidated financial statements, including cash and bank balances, settlement reserves, receivable margin deposits, financial assets held for trading, and significant changes in net fee and commission income and investment income - Cash and bank balances at period-end include **4,000 yuan** in frozen business funds, **0.22 yuan** in dormant securities account funds, **214,757.99 yuan** in lease contract deposits, and **27,784,268.32 yuan** in risk reserves, all of which are restricted in use[266](index=266&type=chunk) - Receivable margin deposits had a book balance of **14,046,288,825.39 yuan** at period-end, with a bad debt provision of **43,044,108.28 yuan**[273](index=273&type=chunk) - Payable margin deposits had a book balance of **39,598,580,674.61 yuan** at period-end, including **8,982,841,307.20 yuan** for natural persons and **29,670,213,553.97 yuan** for legal persons[359](index=359&type=chunk) - Financial assets held for trading had a period-end balance of **2,273,686,315.44 yuan**, primarily comprising debt instrument investments, equity instrument investments, derivative financial assets, and bank wealth management products[318](index=318&type=chunk) - In the first half of 2025, net fee and commission income was **234,539,322.17 yuan**, a year-on-year decrease of **13.88%**[408](index=408&type=chunk) - In the first half of 2025, investment income was **129,887,242.08 yuan**, a significant year-on-year increase of **276.57%**, primarily due to increased futures closing gains/losses from risk management business[411](index=411&type=chunk) [VIII. Research and Development Expenses](index=139&type=section&id=VIII.%20Research%20and%20Development%20Expenses) This section lists the company's R&D expenses for the first half of 2025, primarily consisting of personnel costs and depreciation, totaling **9,233,522.01 yuan**, a year-on-year decrease of **48.88%** Research and Development Expenses (January-June 2025) | Item | Current Period Amount (Yuan) | Prior Period Amount (Yuan) | | :--- | :--- | :--- | | Personnel Costs | 8,898,358.41 | 10,669,420.91 | | Depreciation Expenses | 335,163.60 | 770,973.69 | | Information Fees and Other Related Expenses | | 6,623,629.01 | | Total | 9,233,522.01 | 18,064,023.61 | | Of which: Expensed R&D Expenditure | 9,233,522.01 | 18,064,023.61 | [X. Changes in Consolidation Scope](index=141&type=section&id=X.%20Changes%20in%20Consolidation%20Scope) This section describes the changes in the company's consolidation scope during the reporting period, including newly added structured entities and terminated asset management plans and deregistered subsidiaries - Consolidation scope increased: Nanhua Heju Youxuan No. 1 FOF Collective Asset Management Plan, acquired through investment establishment, with a capital contribution of **4,000,011.11 yuan** and an equity ratio of **40.00%**[457](index=457&type=chunk) - Consolidation scope decreased: Nanhua Commodity No. 1 Collective Asset Management Plan (terminated liquidation) and HENGHUA Capital Limited (deregistered)[458](index=458&type=chunk) [XI. Equity in Other Entities](index=142&type=section&id=XI.%20Equity%20in%20Other%20Entities) This section details the company's equity interests in subsidiaries, joint ventures, and associates, including the composition of the enterprise group, basic information on subsidiaries, summarized financial information for immaterial joint ventures and associates, and equity in structured entities not included in the consolidated financial statements - The company included **23 subsidiaries** such as Heng Hua International Financial Co., Ltd. and Zhejiang Nanhua Capital Management Co., Ltd., and **6 structured entities** in the scope of consolidated financial statements[460](index=460&type=chunk) - As of June 30, 2025, the book value of the company's equity in structured entities initiated by third-party institutions through direct investment totaled **164,008,279.61 yuan**[465](index=465&type=chunk) Summarized Financial Information of Immaterial Joint Ventures and Associates (January-June 2025) | Item | Period-End Balance / Current Period Amount (Yuan) | | :--- | :--- | | Total Book Value of Joint Venture Investments | 626,179.76 | | Net Profit of Joint Ventures | -33,074.33 | | Total Book Value of Associate Investments | 1,325,585.75 | | Net Profit of Associates | 208,191.16 | [XII. Government Grants](index=145&type=section&id=XII.%20Government%20Grants) This section discloses the total amount of government grants recognized in current profit or loss for the first half of 2025, totaling **242,948.69 yuan** Government Grants Recognized in Current Profit or Loss (January-June 2025) | Type | Current Period Amount (Yuan) | Prior Period Amount (Yuan) | | :--- | :--- | :--- | | Government grants recognized in other income | 242,948.69 | 318,664.17 | | Total | 242,948.69 | 318,664.17 | [XIII. Risks Related to Financial Instruments](index=146&type=section&id=XIII.%20Risks%20Related%20to%20Financial%20Instruments) This section elaborates on the credit, liquidity, and market risks associated with the company's financial instruments, outlining the policies and organizational structure implemented to manage these risks, and detailing the hedging strategies and hedge accounting applications for its bulk commodity trading business - The company has established a tiered risk governance structure, scientific supervision processes, and review mechanisms, covering all business segments and processes[468](index=468&type=chunk) - The company's credit risk is categorized into futures brokerage business credit risk and other credit risks, primarily arising from bank deposits, proprietary investments, and receivables[471](index=471&type=chunk) - The company has established a net capital-centric liquidity risk control indicator early warning mechanism and conducts stress tests to assess liquidity risk status[475](index=475&type=chunk) - The company engages in bulk commodity trading business, managing hedges by selling or buying relevant futures contracts, and applies fair value hedging[481](index=481&type=chunk) - Hedge ineffectiveness primarily arises from basis risk, supply and demand changes in spot or futures markets, and uncertainties in futures or spot markets[481](index=481&type=chunk)[484](index=484&type=chunk) [XIV. Disclosure of Fair Value](index=151&type=section&id=XIV.%20Disclosure%20of%20Fair%20Value) This section discloses the fair value of the company's assets and liabilities measured at fair value at the end of the period, and explains the basis for determining market prices and valuation techniques for continuous and non-continuous Level 1 and Level 3 fair value measurement items Fair Value of Assets and Liabilities Measured at Fair Value at Period End (June 30, 2025) | Item | Level 1 Fair Value Measurement (Yuan) | Level 3 Fair Value Measurement (Yuan) | Total (Yuan) | | :--- | :--- | :--- | :--- | | (I) Financial Assets Held for Trading | 2,027,644,910.19 | 246,041,405.25 | 2,273,686,315.44 | | (II) Inventories - Hedged Items | | 208,473,528.22 | 208,473,528.22 | | (III) Other Equity Instrument Investments | 20,764,668.46 | 33,381,697.10 | 54,146,365.56 | | (IV) Other Assets - Hedged Items - Executory Contracts | | 6,342,870.77 | 6,342,870.77 | | **Total Assets Continuously Measured at Fair Value** | **2,048,409,578.65** | **494,239,501.34** | **2,542,649,079.99** | | (V) Financial Liabilities Held for Trading | | 76,542,100.65 | 76,542,100.65 | | (VI) Other Current Liabilities - Hedged Items - Executory Contracts | | 4,165,261.85 | 4,165,261.85 | | **Total Liabilities Continuously Measured at Fair Value** | | **80,707,362.50** | **80,707,362.50** | - Market prices for Level 1 fair value measurement items are confirmed based on publicly quoted prices in the secondary market[488](index=488&type=chunk) - For Level 3 fair value measurement items, fair value for wealth management products and funds is calculated based on valuations provided by managers; for financial liabilities held for trading, fair value is calculated using the market price portfolio method based on the market price of the underlying investment[489](index=489&type=chunk) [XV. Related Parties and Related-Party Transactions](index=152&type=section&id=XV.%20Related%20Parties%20and%20Related-Party%20Transactions) This section discloses the company's parent company, ultimate controlling party, subsidiaries, joint ventures, associates, and other related parties. It details related-party transactions such as purchases and sales of goods, provision and acceptance of services, and related-party fund borrowings, and specifies key management personnel compensation - The ultimate controlling party of the enterprise is Dongyang Hengdian Group Economic Enterprise Federation, and the parent company is Hengdian Group Holdings Co., Ltd., with a shareholding ratio of **69.68%**[491](index=491&type=chunk)[492](index=492&type=chunk) - Some related parties opened futures accounts with the company for futures trading, with total equity of **257,500,883.08 yuan** at period-end and commission income of **2,049,350.04 yuan** for the current year[494](index=494&type=chunk) - Some related parties subscribed to fund and asset management product units with the company, with total subscription net value of **1,591,774,950.92 yuan** at period-end[494](index=494&type=chunk)[495](index=495&type=chunk) - The company's deposit balance at Zheshang Bank Co., Ltd. was **3,049,480,188.58 yuan**, with interest income of **126,447,037.68 yuan** for the current year[496](index=496&type=chunk) - Key management personnel compensation for the current period was **4.3401 million yuan**, compared to **4.0341 million yuan** in the prior period[505](index=505&type=chunk) [XVIII. Events After the Balance Sheet Date](index=160&type=section&id=XVIII.%20Events%20After%20the%20Balance%20Sheet%20Date) This section discloses significant non-adjusting events occurring after the balance sheet date, including the company's plans to issue H-shares and convertible corporate bonds - The company plans to issue H-shares, with the number not exceeding **15%** of the company's total share capital after this issuance (before the exercise of the over-allotment option);

恒力石化股份有限公司 一、本期业绩预告情况 （一）业绩预告期间 证券代码：600346 证券简称：恒力石化 公告编号：2025-048 恒力石化股份有限公司 2025年半年度业绩预告的自愿性披露公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 重要内容提示： 1、2025 年半年度，预计实现归属于上市公司股东的净利润为 30.50 亿元左右， 与上年同期相比，将减少 9.68 亿元左右，同比减少 24.09%左右。 2、扣除非经常性损益事项后，2025 年半年度预计实现归属于上市公司股东的净 利润为 22.96 亿元左右，与上年同期相比，将减少 12.46 亿元左右，同比减少 35.18% 左右。 2025 年 1 月 1 日至 2025 年 6 月 30 日。 （二）业绩预告情况 1、经公司财务部门初步测算，2025 年半年度，预计实现归属于上市公司股东的 净利润为 30.50 亿元左右，与上年同期相比，将减少 9.68 亿元左右，同比减少 24.09% 左右。 2、扣除非经常性损益事项后，2025 年半年度预计实 ...

[I. Current Period Performance Forecast](index=1&type=section&id=I.%20Current%20Period%20Performance%20Forecast) The company forecasts a significant year-on-year decrease in net profit attributable to parent company shareholders for H1 2025, with net profit at approximately 15.31 million CNY and non-recurring adjusted net profit at 9.38 million CNY 2025 Half-Year Performance Forecast | Indicator | Estimated Amount (CNY million) | Year-on-Year Change | | :--- | :--- | :--- | | Net Profit Attributable to Parent Company Shareholders | 15.31 | ↓ Approx. 70% | | Net Profit Attributable to Parent Company Shareholders After Deducting Non-Recurring Gains and Losses | 9.38 | ↓ Approx. 81% | - This performance forecast is a preliminary estimate based on the company's operating conditions and has not yet been audited by an accounting firm[4](index=4&type=chunk) [II. Operating Performance and Financial Status for the Same Period Last Year](index=2&type=section&id=II.%20Operating%20Performance%20and%20Financial%20Status%20for%20the%20Same%20Period%20Last%20Year) In H1 2024, the company reported net profit of 52.10 million CNY and non-recurring adjusted net profit of 50.28 million CNY, with basic EPS of 0.07 CNY 2024 Half-Year Key Financial Data | Indicator | Amount (CNY million) | | :--- | :--- | | Total Profit | 98.29 | | Net Profit Attributable to Listed Company Shareholders | 52.10 | | Net Profit Attributable to Listed Company Shareholders After Deducting Non-Recurring Gains and Losses | 50.28 | | Basic Earnings Per Share | 0.07 CNY | [III. Main Reasons for the Current Period's Performance Reduction](index=2&type=section&id=III.%20Main%20Reasons%20for%20the%20Current%20Period's%20Performance%20Reduction) The performance decline is primarily due to Yuanda Engineering's full impairment provision of approximately 32.95 million CNY for accounts receivable from bankrupt general contractor Kunpeng Environmental, impacting H1 net profit by 27.39 million CNY - The direct cause of the performance reduction is the court's acceptance of bankruptcy liquidation for 'Kunpeng Environmental', the general contractor of controlling subsidiary 'Yuanda Engineering', leading to significant recovery risk for Yuanda Engineering's receivables[6](index=6&type=chunk) - Based on the principle of prudence, the company plans to individually recognize and fully accrue an impairment provision for receivables from Kunpeng Environmental. An additional impairment provision of approximately **32.95 million CNY** is required for this reporting period, expected to impact the company's 2025 half-year net profit attributable to parent company shareholders by approximately **27.39 million CNY**[6](index=6&type=chunk) - This impairment event expanded the year-on-year decrease in the company's 2025 half-year net profit attributable to parent company shareholders from an initially estimated **18%** to approximately **70%**, triggering the supplementary disclosure conditions for the performance reduction announcement[6](index=6&type=chunk) [IV. Risk Warning](index=3&type=section&id=IV.%20Risk%20Warning) The company emphasizes that this unaudited performance forecast is preliminary, with final financial data subject to the official half-year report, urging investors to be aware of investment risks - The company states that this performance forecast is a preliminary estimate, unaudited, and is not expected to contain significant uncertainties affecting the accuracy of the forecast content[7](index=7&type=chunk) - The company reminds investors that specific financial data will be subject to the officially disclosed 2025 half-year report, and to be aware of investment risks[8](index=8&type=chunk)

[Important Notice, Table of Contents, and Definitions](index=2&type=section&id=%E7%AC%AC%E4%B8%80%E8%8A%82%20%E9%87%8D%E8%A6%81%E6%8F%90%E7%A4%BA%E3%80%81%E7%9B%AE%E5%BD%95%E5%92%8C%E9%87%8A%E4%B9%89) [Important Notice](index=2&type=section&id=%E9%87%8D%E8%A6%81%E6%8F%90%E7%A4%BA) The company's board and management affirm the report's accuracy and completeness, with no plans for cash dividends or capital reserve conversions in the reporting period - Company management guarantees the **truthfulness, accuracy, and completeness** of the report content, free from false records, misleading statements, or major omissions[6](index=6&type=chunk) - The company's 2025 semi-annual profit distribution plan proposes **no cash dividends, no bonus shares, and no conversion of capital reserves into share capital**[7](index=7&type=chunk) [Definitions](index=5&type=section&id=%E9%87%8A%E4%B9%89) This section defines key terms and company entities, including major subsidiaries, related parties, and core business terms like lithium-ion battery materials and electrolytes - The report provides **clear abbreviations** for the company's numerous subsidiaries and related parties, facilitating investor understanding of its complex equity structure and business layout[13](index=13&type=chunk)[14](index=14&type=chunk) - Key raw materials for core products such as "**lithium-ion battery materials**," "**electrolytes**," and "**lithium hexafluorophosphate**" are defined, aiding comprehension of the company's main business[14](index=14&type=chunk) [Company Profile and Key Financial Indicators](index=7&type=section&id=%E7%AC%AC%E4%BA%8C%E8%8A%82%20%E5%85%AC%E5%8F%B8%E7%AE%80%E4%BB%8B%E5%92%8C%E4%B8%BB%E8%A6%81%E8%B4%A2%E5%8A%A1%E6%8C%87%E6%8A%96) [Company Profile](index=7&type=section&id=%E4%B8%80%E3%80%81%E5%85%AC%E5%8F%B8%E7%AE%80%E4%BB%8B) Guangzhou Tinci Materials Technology Co., Ltd. (stock abbreviation: Tinci Materials, stock code: 002709) is a company listed on the Shenzhen Stock Exchange, with Xu Jinfu as its legal representative Basic Company Information | Item | Content | | :--- | :--- | | **Stock Abbreviation** | Tinci Materials | | **Stock Code** | 002709 | | **Listing Exchange** | Shenzhen Stock Exchange | | **Company Full Name** | Guangzhou Tinci Materials Technology Co., Ltd. | | **Legal Representative** | Xu Jinfu | [Key Accounting Data and Financial Indicators](index=8&type=section&id=%E5%9B%9B%E3%80%81%E4%B8%BB%E8%A6%81%E4%BC%9A%E8%AE%A1%E6%95%B0%E6%8D%AE%E5%92%8C%E8%B4%A2%E5%8A%A1%E6%8C%87%E6%A0%87) In the first half of 2025, the company achieved operating revenue of **7.029 billion CNY**, a **28.97%** year-on-year increase; net profit attributable to shareholders was **268 million CNY**, up **12.79%**. Basic earnings per share were **0.14 CNY/share**, an increase of **16.67%**, primarily driven by increased sales of battery materials Key Financial Performance Indicators | Key Financial Indicators | Current Period (2025 H1) | Prior Period (2024 H1) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Operating Revenue (CNY)** | 7,028,730,109.87 | 5,450,027,206.35 | 28.97% | | **Net Profit Attributable to Shareholders (CNY)** | 267,900,543.30 | 237,525,982.08 | 12.79% | | **Net Profit Excluding Non-recurring Items (CNY)** | 234,603,380.29 | 186,173,873.04 | 26.01% | | **Net Cash Flow from Operating Activities (CNY)** | 409,143,054.97 | 364,460,390.32 | 12.26% | | **Basic Earnings Per Share (CNY/share)** | 0.14 | 0.12 | 16.67% | | **Weighted Average Return on Net Assets** | 2.04% | 1.79% | Increase by 0.25 percentage points | | **Total Assets (CNY)** | 24,439,346,520.11 | 23,953,389,261.08 | 2.03% (vs. end of prior year) | - During the reporting period, non-recurring gains and losses totaled **33.30 million CNY**, primarily from government subsidies and fair value changes in financial assets[25](index=25&type=chunk) [Management Discussion and Analysis](index=10&type=section&id=%E7%AC%AC%E4%B8%89%E8%8A%82%20%E7%AE%A1%E7%90%86%E5%B1%82%E8%AE%A8%E8%AE%BA%E4%B8%8E%E5%88%86%E6%9E%90) [Principal Business](index=10&type=section&id=%E4%B8%80%E3%80%81%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E5%85%AC%E5%8F%B8%E4%BB%8E%E4%BA%8B%E7%9A%84%E4%B8%BB%E8%A6%81%E4%B8%9A%E5%8A%A1) The company's main business involves R&D, production, and sales of fine chemical new materials, with core products including lithium-ion battery materials (electrolytes, lithium iron phosphate) and daily chemical materials and specialty chemicals. During the reporting period, there were no significant changes in the company's business or products, and it strategically expanded into battery material recycling and new technologies like sodium-ion and solid-state batteries - The company's core business is divided into two major segments: **lithium-ion battery materials** and **daily chemical materials and specialty chemicals**[29](index=29&type=chunk) - In the lithium-ion battery materials sector, the company not only produces electrolytes and lithium iron phosphate but also extends upstream to key raw materials like lithium hexafluorophosphate, additives, and iron phosphate, while also developing battery recycling businesses[30](index=30&type=chunk) - The company simultaneously expands into new technology directions, including **sodium-ion battery materials** and **solid-state battery electrolytes**[30](index=30&type=chunk) [Analysis of Core Competencies](index=10&type=section&id=%E4%BA%8C%E3%80%81%E6%A0%B8%E5%BF%83%E7%AB%9E%E4%BA%89%E5%8A%9B%E5%88%86%E6%9E%90) The company's core competencies include strong R&D innovation, integrated industrial chain and circular economy layout, global production and service network, experienced management team with a robust incentive system, and stringent product quality control - The company possesses strong R&D capabilities, with **1,141 patent applications** filed and **587 granted** as of the end of the reporting period, actively pursuing global patent layout via PCT[33](index=33&type=chunk) - The company builds **cost advantages** through self-production of core raw materials and recycling, and strengthens its industry position by entering markets such as cathode materials and battery adhesives through M&A[36](index=36&type=chunk) - The company actively promotes internationalization, having established subsidiaries in the US and Germany, and is advancing integrated capacity construction in Morocco and Texas, USA, to expand its overseas footprint[39](index=39&type=chunk) [Analysis of Principal Business](index=11&type=section&id=%E4%B8%89%E3%80%81%E4%B8%BB%E8%90%A5%E4%B8%9A%E5%8A%A1%E5%88%86%E6%9E%90) During the reporting period, the company's operating revenue increased by **28.97%** year-on-year, primarily driven by higher battery material sales. Lithium-ion battery materials revenue reached **6.302 billion CNY**, growing **33.18%** and accounting for **89.66%** of total revenue. Daily chemical materials and specialty chemicals revenue increased by **12.93%**, with an overall gross profit margin of **18.69%**, largely stable compared to the prior year Key Financial Performance Overview | Financial Indicator | Current Period | Prior Period | Year-on-Year Change | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | **Operating Revenue (CNY)** | 7,028,730,109.87 | 5,450,027,206.35 | 28.97% | Increased sales of battery materials | | **Operating Cost (CNY)** | 5,715,055,817.13 | 4,422,889,645.44 | 29.22% | Increased sales of battery materials | | **R&D Investment (CNY)** | 438,865,660.69 | 305,703,901.19 | 43.56% | Increased R&D investment in new lithium battery materials | Revenue by Business Segment | Business Segment | Revenue (CNY) | Revenue Share | Year-on-Year Growth | | :--- | :--- | :--- | :--- | | **Lithium-ion Battery Materials** | 6,301,924,155.80 | 89.66% | 33.18% | | **Daily Chemical Materials and Specialty Chemicals** | 613,915,272.14 | 8.73% | 12.93% | Gross Profit Margin by Business Segment | Business Segment | Gross Profit Margin | Year-on-Year Change | | :--- | :--- | :--- | | **Lithium-ion Battery Materials** | 17.05% | Decrease by 0.06 percentage points | | **Daily Chemical Materials and Specialty Chemicals** | 30.27% | Decrease by 0.51 percentage points | | **Overall Gross Profit Margin** | 18.69% | Decrease by 0.16 percentage points | [Analysis of Non-Principal Business](index=13&type=section&id=%E5%9B%9B%E3%80%81%E9%9D%9E%E4%B8%BB%E8%90%A5%E4%B8%9A%E5%8A%A1%E5%88%86%E6%9E%90) During the reporting period, non-principal business activities impacted total profit, with fair value changes of **16.17 million CNY** from hedging instruments, asset impairment losses of **58.30 million CNY** primarily from inventory write-downs, and other income of **29.74 million CNY** mainly from government subsidies and VAT deductions Impact of Non-Principal Business on Profit | Item | Amount (CNY) | % of Total Profit | Reason for Formation | | :--- | :--- | :--- | :--- | | **Investment Income** | 8,652,894.51 | 2.46% | Primarily income from time deposits | | **Fair Value Change Gains/Losses** | 16,171,156.59 | 4.60% | Primarily fair value changes of hedging instruments | | **Asset Impairment** | -58,298,552.73 | -16.59% | Primarily provision for inventory write-downs | | **Other Income** | 29,736,105.32 | 8.46% | Primarily government subsidies and VAT additional deductions | [Analysis of Assets and Liabilities](index=13&type=section&id=%E4%BA%94%E3%80%81%E8%B5%84%E4%BA%A7%E5%8F%8A%E8%B4%9F%E5%80%BA%E7%8A%B6%E5%86%B5%E5%88%86%E6%9E%90) As of the end of the reporting period, total assets were **24.439 billion CNY**, a **2.03%** increase from the prior year-end. The asset structure remained stable, primarily comprising fixed assets (**30.63%**) and accounts receivable (**20.88%**). On the liability side, short-term borrowings increased by **1.57 percentage points** to **7.92%**, and contract liabilities significantly grew due to increased customer prepayments - Total assets slightly increased by **2.03%** from the end of the prior year, reaching **24.439 billion CNY**[53](index=53&type=chunk) - Fixed assets, accounts receivable, and construction in progress are the main components of asset structure, accounting for **30.63%**, **20.88%**, and **8.87%** respectively[53](index=53&type=chunk) - Contract liabilities **significantly increased** from the beginning of the period, primarily due to increased customer prepayments during the reporting period[53](index=53&type=chunk) [Analysis of Investment Status](index=14&type=section&id=%E5%85%AD%E3%80%81%E6%8A%95%E8%B5%84%E7%8A%B6%E5%86%B5%E5%88%86%E6%9E%90) Total investment was **363 million CNY**, down **24.46%** year-on-year, with major non-equity projects still under construction. The company actively manages risks through commodity futures and foreign exchange hedging, and **77.27%** of 2022 convertible bond funds have been utilized [Overall Investment Situation](index=14&type=section&id=1%E3%80%81%E6%80%BB%E4%BD%93%E6%83%85%E5%86%B5) During the reporting period, the company's total investment was **363 million CNY**, a **24.46%** decrease from **480 million CNY** in the prior year, covering asset acquisition, construction in progress, equity, and financial asset investments Investment Overview | | Investment Amount in Current Period (CNY) | Investment Amount in Prior Period (CNY) | Change Rate | | :--- | :--- | :--- | :--- | | **Total Investment** | 362,983,621.61 | 480,496,769.81 | -24.46% | [Major Non-Equity Investments](index=14&type=section&id=3%E3%80%81%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E6%AD%A3%E5%9C%A8%E8%BF%9B%E8%A1%8C%E7%9A%84%E9%87%8D%E5%A4%A7%E7%9A%84%E9%9D%9E%E8%82%A1%E6%9D%83%E6%8A%95%E8%B5%84%E6%83%85%E5%86%B5) The company is advancing several major projects, including the 'Jiujiang Tinci 200,000-ton Lithium Battery Material Project' and 'Jiangmen Tinci 200,000-ton Lithium Battery Electrolyte Project,' with progress rates of **72.95%** and **42.22%** respectively as of the reporting period end Ongoing Major Non-Equity Investment Projects | Project Name | Investment Method | Cumulative Investment Amount as of Period End (CNY) | Project Progress | | :--- | :--- | :--- | :--- | | **Jiujiang Tinci - 200,000-ton Lithium Battery Material Project** | Self-built | 684,593,053.66 | 72.95% | | **Jiangmen Tinci - 200,000-ton Lithium Battery Electrolyte Project** | Self-built | 324,200,596.56 | 42.22% | [Financial Asset Investments](index=15&type=section&id=4%E3%80%81%E9%87%91%E8%9E%8D%E8%B5%84%E4%BA%A7%E6%8A%95%E8%B5%84) To mitigate risks from lithium carbonate price and foreign exchange rate fluctuations, the company engaged in commodity futures and foreign exchange hedging, largely achieving its risk management objectives. Additionally, speculative commodity futures trading generated **4.26 million CNY** in income during the reporting period - The company conducted commodity futures (lithium carbonate) and foreign exchange hedging to mitigate raw material price and exchange rate fluctuation risks. During the reporting period, commodity hedging generated **12.24 million CNY** in fair value change gains, while foreign exchange hedging resulted in **0.32 million CNY** in fair value change losses[63](index=63&type=chunk) - The company engaged in speculative commodity futures trading, realizing actual gains of **4.26 million CNY** during the reporting period[65](index=65&type=chunk) [Use of Raised Funds](index=17&type=section&id=5%E3%80%81%E5%8B%9F%E9%9B%86%E8%B5%84%E9%87%91%E4%BD%BF%E7%94%A8%E6%83%85%E5%86%B5) The net proceeds from the company's 2022 public issuance of convertible bonds were **3.395 billion CNY**, with **2.623 billion CNY** (or **77.27%**) cumulatively utilized as of the reporting period end. Some projects' benefits fell short of expectations due to market demand and raw material price fluctuations, while others were delayed due to process upgrades - The net proceeds from the 2022 convertible bonds were **3.395 billion CNY**, with **77.27%** cumulatively utilized as of the end of the reporting period[68](index=68&type=chunk)[71](index=71&type=chunk) - Several investment projects funded by raised capital underperformed expectations due to lower-than-anticipated demand and raw material price fluctuations[73](index=73&type=chunk) - The '41,000-ton/year Lithium-ion Battery Material Project (Phase I)' completion date was extended to **December 31, 2025**, due to process innovation and upgrades[76](index=76&type=chunk) [Analysis of Major Holding and Participating Companies](index=20&type=section&id=%E5%85%AB%E3%80%81%E4%B8%BB%E8%A6%81%E6%8E%A7%E8%82%A1%E5%8F%82%E8%82%A1%E5%85%AC%E5%8F%B8%E5%88%86%E6%9E%90) Jiujiang Tinci, a key subsidiary, significantly contributed to the company's performance, primarily engaged in fine chemical business. It reported total assets of **12.163 billion CNY**, operating revenue of **4.845 billion CNY**, and net profit of **56.26 million CNY** during the period Key Subsidiary Financial Performance | Company Name | Type | Operating Revenue (CNY) | Net Profit (CNY) | | :--- | :--- | :--- | :--- | | **Jiujiang Tinci** | Subsidiary | 4,844,854,630.02 | 56,256,836.34 | [Risks and Countermeasures](index=20&type=section&id=%E5%8D%81%E3%80%81%E5%85%AC%E5%8F%B8%E9%9D%A2%E4%B8%B4%E7%9A%84%E9%A3%8E%E9%99%A9%E5%92%8C%E5%BA%94%E5%AF%B9%E6%8E%AA%E6%96%BD) The company faces risks from policy changes, technological iteration, extended payment terms, price volatility, exchange rate fluctuations, environmental safety, project management, and geopolitical factors in overseas projects. Countermeasures include market diversification, R&D investment, dynamic credit management, futures hedging, increased self-sufficiency, and enhanced project management - **Technological Iteration Risk**: New technologies like solid-state and sodium-ion batteries may impact traditional electrolyte business. The company has increased R&D investment in solid/semi-solid electrolytes and built patent reserves[81](index=81&type=chunk) - **Price Fluctuation Risk**: Overcapacity in the lithium battery material industry leads to product price volatility. The company mitigates this by increasing the proportion of high-margin product exports and raw material self-sufficiency[84](index=84&type=chunk) - **Overseas Project Risk**: Projects in the US and Morocco face local environmental requirements and geopolitical uncertainties. The company will maintain close communication with local governments, monitor regulations, and prepare contingency plans[89](index=89&type=chunk) [Corporate Governance, Environment, and Society](index=23&type=section&id=%E7%AC%AC%E5%9B%9B%E8%8A%82%20%E5%85%AC%E5%8F%B8%E6%B2%BB%E7%90%86%E3%80%81%E7%8E%AF%E5%A2%83%E5%92%8C%E7%A4%BE%E4%BC%9A) [Equity Incentive and Employee Stock Ownership Plans](index=23&type=section&id=%E4%B8%89%E3%80%81%E5%85%AC%E5%8F%B8%E8%82%A1%E6%9D%83%E6%BF%80%E5%8A%B1%E8%AE%A1%E5%88%92%E3%80%81%E5%91%98%E5%B7%A5%E6%8C%81%E8%82%A1%E8%AE%A1%E5%88%92%E6%88%96%E5%85%B6%E4%BB%96%E5%91%98%E5%B7%A5%E6%BF%80%E5%8A%B1%E6%8E%AA%E6%96%BD%E7%9A%84%E5%AE%9E%E6%96%BD%E6%83%85%E5%86%B5) During the reporting period, the company continued its 2021, 2022, and 2024 equity incentive plans, canceling or repurchasing unvested stock options and restricted shares. The 2024 employee stock ownership plan was also implemented, covering **99 core employees** and holding **0.21%** of the total share capital - The company repurchased and canceled certain equity interests from the 2021 and 2022 equity incentive plans that did not meet the exercise/unlocking conditions[104](index=104&type=chunk)[109](index=109&type=chunk) - The company launched a new phase of its stock option incentive plan at the end of 2024 and completed the initial grant registration in **January 2025**[110](index=110&type=chunk)[113](index=113&type=chunk) - The 2024 employee stock ownership plan has been implemented, with **99 participating employees** holding **3,947,000 shares**, representing **0.21%** of the total share capital[114](index=114&type=chunk) [Environmental, Social, and Governance (ESG)](index=27&type=section&id=%E5%9B%9B%E3%80%81%E7%8E%AF%E5%A2%83%E4%BF%A1%E6%81%AF%E6%8A%AB%E9%9C%B2%E6%83%85%E5%86%B5) The company prioritizes ESG management, issuing compliance and ESG-related policies, including an 'Anti-Bribery and Anti-Corruption Policy.' Environmental efforts through process improvements led to a cumulative **3,820-ton** carbon emission reduction at the Jiujiang base, while social initiatives include poverty alleviation and education support - The company and its **9** major subsidiaries are included in the list of enterprises required to disclose environmental information by law[117](index=117&type=chunk) - The company issued an "**Anti-Bribery and Anti-Corruption Policy**" to strengthen corporate governance[118](index=118&type=chunk) - Through process technological upgrades, the Jiujiang production base cumulatively reduced carbon emissions by approximately **3,820 tons** during the reporting period[119](index=119&type=chunk) [Significant Matters](index=29&type=section&id=%E7%AC%AC%E4%BA%94%E8%8A%82%20%E9%87%8D%E8%A6%81%E4%BA%8B%E9%A1%B9) [Litigation Matters](index=30&type=section&id=%E5%85%AB%E3%80%81%E8%AF%89%E8%AE%BC%E4%BA%8B%E9%A1%B9) During the reporting period, the company was involved in several significant lawsuits. The company's commercial secret infringement case against Jinshi Resources was withdrawn. The case against Yongtai Technology, involving **888 million CNY**, is in its first-instance phase, while Jiujiang Tinci's commercial secret infringement case has entered the second-instance judgment phase Overview of Major Litigation Cases | Basic Litigation Information | Amount Involved (million CNY) | Litigation Progress | | :--- | :--- | :--- | | **Company vs. Jinshi Resources Commercial Secret Infringement Case** | 90.802 | Withdrawn | | **Company vs. Yongtai Technology Commercial Secret Infringement Case** | 888.25 | First-instance phase | | **Jiujiang Tinci Commercial Secret Infringement Case (Criminal)** | - | Second-instance phase | [Significant Contracts and Guarantees](index=32&type=section&id=%E5%8D%81%E4%BA%8C%E3%80%81%E9%87%8D%E5%A4%A7%E5%90%88%E5%90%8C%E5%8F%8A%E5%85%B6%E5%B1%A5%E8%A1%8C%E6%83%85%E5%86%B5) As of the reporting period end, the company and its subsidiaries had external guarantees totaling **67.90 million CNY** and guarantees for subsidiaries totaling **1.589 billion CNY**. The total actual guarantee amount represented **12.65%** of the company's net assets, with no significant entrustment, contracting, or leasing matters Guarantee Balances | Guarantee Type | Actual Guarantee Balance at Period End (million CNY) | | :--- | :--- | | **External Guarantees (excluding subsidiaries)** | 67.90 | | **Guarantees for Subsidiaries** | 1,588.70 | | **Total** | 1,656.60 | - The total actual guarantee amount represents **12.65%** of the company's net assets[142](index=142&type=chunk) [Share Changes and Shareholder Information](index=35&type=section&id=%E7%AC%AC%E5%85%AD%E8%8A%82%20%E8%82%A1%E4%BB%BD%E5%8F%98%E5%8A%A8%E5%8F%8A%E8%82%A1%E4%B8%9C%E6%83%85%E5%86%B5) [Share Capital Changes](index=35&type=section&id=%E4%B8%80%E3%80%81%E8%82%A1%E4%BB%BD%E5%8F%98%E5%8A%A8%E6%83%85%E5%86%B5) During the reporting period, the company's total share capital decreased from **1.919 billion shares** to **1.914 billion shares**, primarily due to a **384-share** increase from convertible bond conversions and the repurchase and cancellation of **4.4813 million restricted shares** under equity incentive plans. Additionally, two share repurchase programs were completed, totaling approximately **242 million CNY** - During the reporting period, the company's total share capital decreased by **4,480,905 shares** due to convertible bond conversions and equity incentive repurchases and cancellations, with the period-end total share capital at **1,914,344,146 shares**[149](index=149&type=chunk)[150](index=150&type=chunk) - The company completed two share repurchase programs, with the first phase totaling approximately **120 million CNY** and the second phase approximately **122 million CNY**[153](index=153&type=chunk)[154](index=154&type=chunk) [Shareholder Information](index=36&type=section&id=%E4%B8%89%E3%80%81%E5%85%AC%E5%8F%B8%E8%82%A1%E4%B8%9C%E6%95%B0%E9%87%8F%E5%8F%8A%E6%8C%81%E8%82%A1%E6%83%85%E5%86%B5) As of the reporting period end, the company had **182,334 common shareholders**. Controlling shareholder Xu Jinfu held **36.50%** of shares. Among the top ten shareholders, Hong Kong Securities Clearing Company Limited held **2.94%**, and Wanxiang A123 Systems Co., Ltd. held **1.73%** - As of the end of the reporting period, the company had a total of **182,334 shareholders**[159](index=159&type=chunk) Top Shareholders | Shareholder Name | Shareholding Percentage | Number of Shares Held at Period End (shares) | | :--- | :--- | :--- | | **Xu Jinfu** | 36.50% | 698,668,092 | | **Hong Kong Securities Clearing Company Limited** | 2.94% | 56,332,817 | | **Wanxiang A123 Systems Co., Ltd.** | 1.73% | 33,070,163 | | **Lin Fei** | 1.71% | 32,786,972 | [Bond-Related Information](index=39&type=section&id=%E7%AC%AC%E4%B8%83%E8%8A%82%20%E5%80%BA%E5%88%B8%E7%9B%B8%E5%85%B3%E6%83%85%E5%86%B5) [Convertible Corporate Bonds](index=39&type=section&id=%E5%9B%9B%E3%80%81%E5%8F%AF%E8%BD%AC%E6%8D%A2%E5%85%AC%E5%8F%B8%E5%80%BA%E5%88%B8) In **September 2022**, the company issued **3.4105 billion CNY** in convertible corporate bonds ('Tinci Convertible Bonds') with a **5-year** term. As of the reporting period end, the bond balance was **3.410 billion CNY**, with cumulative conversion to shares totaling **0.3941 million CNY**. The conversion price was adjusted multiple times due to equity distributions and share repurchases, with the latest price at **28.50 CNY/share**. The company's main credit rating is **AA**, with a stable outlook - The company issued **3.4105 billion CNY** in convertible corporate bonds, abbreviated as 'Tinci Convertible Bonds,' in **September 2022**[170](index=170&type=chunk) - As of the end of the reporting period, the unconverted bond amount was **3.410 billion CNY**, representing **99.99%** of the total issuance[175](index=175&type=chunk) - Due to equity distributions and the repurchase and cancellation of restricted shares, the convertible bond's conversion price was adjusted multiple times, with the latest price at **28.50 CNY/share** as of the end of the reporting period[176](index=176&type=chunk)[177](index=177&type=chunk) - According to China Chengxin International Credit Rating Co., Ltd., the company's main credit rating is **AA**, with a stable outlook[178](index=178&type=chunk) [Financial Report](index=42&type=section&id=%E7%AC%AC%E5%85%AB%E8%8A%82%20%E8%B4%A2%E5%8A%A1%E6%8A%A5%E5%91%8A) [Consolidated Balance Sheet](index=42&type=section&id=1%E3%80%81%E5%90%88%E5%B9%B6%E8%B5%84%E4%BA%A7%E8%B4%9F%E5%80%BA%E8%A1%A8) As of **June 30, 2025**, total assets were **24.439 billion CNY**, a **2.03%** increase from the beginning of the period. Total liabilities were **11.125 billion CNY**, with a debt-to-asset ratio of **45.52%**. Equity attributable to parent company owners was **13.097 billion CNY**, a slight decrease from the beginning of the period. Non-current assets (**13.264 billion CNY**) accounted for a larger proportion than current assets (**11.176 billion CNY**) Consolidated Balance Sheet Highlights | Item | Period-End Balance (CNY) | Period-Beginning Balance (CNY) | | :--- | :--- | :--- | | **Total Assets** | 24,439,346,520.11 | 23,953,389,261.08 | | **Total Liabilities** | 11,125,307,585.50 | 10,628,818,637.80 | | **Equity Attributable to Parent Company Owners** | 13,096,740,479.10 | 13,103,593,054.20 | | **Debt-to-Asset Ratio** | 45.52% | 44.37% | [Consolidated Income Statement](index=45&type=section&id=3%E3%80%81%E5%90%88%E5%B9%B6%E5%88%A9%E6%B6%A6%E8%A1%A8) In the first half of 2025, total operating revenue reached **7.029 billion CNY**, a **28.97%** year-on-year increase. Total operating costs were **6.670 billion CNY**, up **29.22%**. R&D expenses significantly grew by **43.56%** to **439 million CNY**. Net profit attributable to parent company shareholders was **268 million CNY**, an increase of **12.79%** Consolidated Income Statement Highlights | Item | Current Period Amount (CNY) | Prior Period Amount (CNY) | | :--- | :--- | :--- | | **Total Operating Revenue** | 7,028,730,109.87 | 5,450,027,206.35 | | **Total Operating Cost** | 6,670,326,670.31 | 5,200,814,216.24 | | **R&D Expenses** | 438,865,660.69 | 305,703,901.19 | | **Total Profit** | 351,445,564.64 | 321,188,556.52 | | **Net Profit Attributable to Parent Company Shareholders** | 267,900,543.30 | 237,525,982.08 | [Consolidated Cash Flow Statement](index=48&type=section&id=5%E3%80%81%E5%90%88%E5%B9%B6%E7%8E%B0%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) During the reporting period, net cash flow from operating activities was **409 million CNY**, a **12.26%** year-on-year increase, indicating robust core business cash generation. Net cash outflow from investing activities was **829 million CNY**, primarily for acquiring fixed and other long-term assets. Net cash inflow from financing activities was **125 million CNY**, mainly due to reduced dividend distribution. Period-end cash and cash equivalents decreased by **299 million CNY** from the beginning of the period Consolidated Cash Flow Highlights | Item | Current Period Amount (CNY) | Prior Period Amount (CNY) | | :--- | :--- | :--- | | **Net Cash Flow from Operating Activities** | 409,143,054.97 | 364,460,390.32 | | **Net Cash Flow from Investing Activities** | -829,130,490.36 | -847,722,499.81 | | **Net Cash Flow from Financing Activities** | 125,160,773.91 | -413,434,570.93 | | **Net Increase in Cash and Cash Equivalents** | -298,575,422.10 | -895,506,435.11 | [Summary of Financial Statement Notes](index=57&type=section&id=%E4%BA%94%E3%80%81%E9%87%8D%E8%A6%81%E4%BC%9A%E8%AE%A1%E6%94%BF%E7%AD%96%E5%8F%8A%E4%BC%9A%E8%AE%A1%E4%BC%B0%E8%AE%A1) The company's financial statements adhere to Chinese Enterprise Accounting Standards, prepared on a going concern basis. Key policies include revenue recognition upon customer control transfer, financial instrument classification based on business model and cash flow characteristics, inventory valuation using weighted average cost and lower of cost or net realizable value, and impairment testing for long-term assets when indicators arise. The company and several subsidiaries benefit from a **15%** high-tech enterprise income tax preferential rate - Revenue recognition points: Domestic sales are recognized when goods arrive at the customer's designated location or upon customer acceptance; international sales are recognized when goods are loaded onto the vessel and pass the ship's rail[376](index=376&type=chunk) - Financial asset impairment uses the expected credit loss model, with loss provisions for accounts receivable always measured at the expected credit loss over their entire lifetime[267](index=267&type=chunk)[272](index=272&type=chunk) - The company and several subsidiaries, including Jiujiang Tinci, Chizhou Tinci, and Dongguan Tengwei, are recognized as high-tech enterprises, enjoying a **15%** preferential corporate income tax rate[424](index=424&type=chunk)[425](index=425&type=chunk) [Other Submitted Data](index=156&type=section&id=%E7%AC%AC%E4%B9%9D%E8%8A%82%20%E5%85%B6%E4%BB%96%E6%8A%A5%E9%80%81%E6%95%B0%E6%8D%AE) [Investor Relations Activities](index=156&type=section&id=%E4%BA%8C%E3%80%81%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E6%8E%A5%E5%BE%85%E8%B0%83%E7%A0%94%E3%80%81%E6%B2%9F%E9%80%9A%E3%80%81%E9%87%87%E8%AE%BF%E7%AD%89%E6%B4%BB%E5%8A%A8%E7%99%BB%E8%AE%B0%E8%A1%A8) During the reporting period, the company actively engaged with investors, conducting multiple investor relations activities in **April 2025**, including site visits, phone calls, and online platforms, primarily discussing the company's operating performance for **FY2024** and **Q1 2025** - In **April 2025**, the company communicated with investors through various channels, including site visits, phone calls, and online platforms, covering the interpretation of the **2024 annual report** and **Q1 2025 quarterly report**[733](index=733&type=chunk)

四川发展龙蟒股份有限公司 2025 年半年度报告全文 四川发展龙蟒股份有限公司 2025 年半年度报告 二〇二五年八月 1 四川发展龙蟒股份有限公司 2025 年半年度报告全文 公司主要财务数据概览： 2023 年-2025 年上半年营业收入情况 2023 年-2025 年上半年归母净利润情况 最近两年及一期总资产情况 2023 年-2025 年上半年加权平均净资产收益率 2 四川发展龙蟒股份有限公司 2025 年半年度报告全文 公司最近三年主要财务数据概览： 2023 年-2025 年上半年净资产与基本每股收益情况 2025 年上半年主要产品毛利构成情况 2025 年上半年磷化工产品毛利率情况 2024 年-2025 年上半年分季度营业收入和净利润情况 3 | 第一节 | 重要提示、目录和释义 | 5 | | --- | --- | --- | | 第二节 | 公司简介和主要财务指标 | 9 | | 第三节 | 管理层讨论与分析 | 12 | | 第四节 | 公司治理、环境和社会 | 39 | | 第五节 | 重要事项 44 | | | 第六节 | 股份变动及股东情况 | 53 | | 第七节 | 债券相关 ...

Part I [Important Notice, Table of Contents, and Definitions](index=2&type=section&id=Item%201.%20Important%20Notice%2C%20Table%20of%20Contents%20and%20Definitions) This section provides essential disclaimers, lists available reference documents, and defines key terms for clarity in the report [Important Notice](index=2&type=section&id=Important%20Notice) The Board, Supervisors, and senior management guarantee the report's accuracy, and the company plans no cash dividends or share transfers - The Board, Supervisors, and senior management guarantee the semi-annual report's truthfulness, accuracy, and completeness[4](index=4&type=chunk) - The company's head, chief accountant, and accounting department head declare the financial report is true, accurate, and complete[4](index=4&type=chunk) - The company plans no cash dividends, bonus shares, or capital reserve conversions to share capital[5](index=5&type=chunk) [Catalogue of Reference Documents](index=4&type=section&id=Catalogue%20of%20Reference%20Documents) This section lists the original semi-annual report, financial statements, and publicly disclosed company documents available at the Board office - Reference documents include the original semi-annual report signed by the legal representative, financial statements stamped by the responsible person, and original drafts of documents disclosed on designated websites[10](index=10&type=chunk) [Definitions](index=5&type=section&id=Definitions) This section defines common terms, including company abbreviations, key subsidiaries, and critical technologies like FPGA, SOC, and eSIM for clarity - Defines the company's abbreviation "Unigroup Guoxin Micro" and its main subsidiaries, such as Zhiguangxin, Unigroup Chunhua, and Unigroup Tongxin[11](index=11&type=chunk) - Explains key integrated circuit industry technical terms, including FPGA, SOC, ASIC, SoPC, MCU, and eSIM[11](index=11&type=chunk) - Clarifies the reporting period as January 1, 2025, to June 30, 2025[11](index=11&type=chunk) Part II [Company Profile and Key Financial Indicators](index=6&type=section&id=Item%202.%20Company%20Profile%20and%20Key%20Financial%20Indicators) This section provides an overview of the company's basic information, contact details, and a summary of its key financial performance and position [Company Profile](index=6&type=section&id=I.%20Company%20Profile) Unigroup Guoxin Microelectronics Co., Ltd. (stock code: 002049) is listed on the Shenzhen Stock Exchange, with Chen Jie as its legal representative Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Unigroup Guoxin Micro | | Stock Code | 002049 | | Stock Exchange | Shenzhen Stock Exchange | | Company's Chinese Name | 紫光国芯微电子股份有限公司 | | Company's Legal Representative | Chen Jie | [Contact Information](index=6&type=section&id=II.%20Contact%20Information) The company provides contact details for Board Secretary Luo Yongjun and Securities Affairs Representative Ding Zhiyong for investor communication Company Contact Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Luo Yongjun | 16th Floor, Block B, Zhizhen Building, No. 7 Zhichun Road, Haidian District, Beijing | 010-56757310 | 010-56757366 | luoyj@gosinoic.com | | Securities Affairs Representative | Ding Zhiyong | 16th Floor, Block B, Zhizhen Building, No. 7 Zhichun Road, Haidian District, Beijing | 010-56757310 | 010-56757366 | zhengquan@gosinoic.com | [Other Information](index=6&type=section&id=III.%20Other%20Information) The company's registered address, office address, website, email, and information disclosure locations remained unchanged during the reporting period - Company contact information, information disclosure, and storage locations remained unchanged during the reporting period, as detailed in the 2024 annual report[15](index=15&type=chunk)[16](index=16&type=chunk) [Key Accounting Data and Financial Indicators](index=7&type=section&id=IV.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) The company's operating revenue increased by 6.07% to 3.047 billion Yuan, but net profit attributable to shareholders decreased by 6.18% to 691.93 million Yuan, primarily due to reduced non-recurring gains and losses Key Accounting Data and Financial Indicators (Year-on-Year Change) | Indicator | Current Reporting Period (Yuan) | Prior Year Period (Adjusted) (Yuan) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 3,047,269,760.68 | 2,872,852,419.08 | 6.07% | | Net Profit Attributable to Shareholders | 691,933,709.37 | 737,522,233.00 | -6.18% | | Net Profit Attributable to Shareholders (Excluding Non-Recurring Gains/Losses) | 653,024,594.95 | 625,532,585.86 | 4.39% | | Net Cash Flow from Operating Activities | 477,774,681.02 | 632,745,434.98 | -24.49% | | Basic Earnings Per Share (Yuan/share) | 0.8206 | 0.8746 | -6.17% | | Diluted Earnings Per Share (Yuan/share) | 0.8206 | 0.8746 | -6.17% | | Weighted Average Return on Net Assets | 5.44% | 6.18% | -0.74pct | | **Period-End Indicators** | **Current Period-End (Yuan)** | **Prior Year-End (Adjusted) (Yuan)** | **Period-End vs. Prior Year-End Change** | | Total Assets | 17,695,570,610.55 | 17,319,762,346.06 | 2.17% | | Net Assets Attributable to Shareholders | 12,877,783,896.26 | 12,394,471,246.98 | 3.90% | - Net profit attributable to shareholders decreased by **6.18%** year-on-year, mainly due to a decrease in non-recurring gains and losses from equity disposal investment income and government subsidies[18](index=18&type=chunk) - The company approved an accounting policy change on April 21, 2025, to account for government subsidies using the gross method instead of the net method, effective December 1, 2024, with no impact on net assets, operating revenue, or net profit for the current or comparative periods[19](index=19&type=chunk) [Differences in Accounting Data Under Domestic and Foreign Accounting Standards](index=8&type=section&id=V.%20Differences%20in%20Accounting%20Data%20Under%20Domestic%20and%20Foreign%20Accounting%20Standards) The company reported no differences in net profit and net assets between international/foreign accounting standards and Chinese accounting standards during the reporting period - The company reported no differences in accounting data under domestic and foreign accounting standards during the reporting period[21](index=21&type=chunk)[22](index=22&type=chunk) [Non-Recurring Gains and Losses and Amounts](index=8&type=section&id=VI.%20Non-Recurring%20Gains%20and%20Losses%20and%20Amounts) The company's non-recurring gains and losses totaled 38.91 million Yuan during the reporting period, primarily from government subsidies, fair value changes of financial assets, and disposal of non-current assets Non-Recurring Gains and Losses and Amounts | Item | Amount (Yuan) | | :--- | :--- | | Gains/Losses from Disposal of Non-Current Assets | 299,529.28 | | Government Subsidies Included in Current Profit/Loss (Excluding Those with Sustainable Impact) | 29,244,891.71 | | Gains/Losses from Fair Value Changes and Disposal of Financial Assets and Liabilities Held by Non-Financial Enterprises | 12,222,278.98 | | Reversal of Impairment Provisions for Accounts Receivable Subject to Separate Impairment Testing | 294,414.99 | | Other Non-Operating Income and Expenses Apart from the Above | 382,132.00 | | Less: Income Tax Impact | 3,534,132.54 | | **Total** | **38,909,114.42** | - The company does not classify non-recurring gains and losses as recurring gains and losses[25](index=25&type=chunk) Part III [Management Discussion and Analysis](index=9&type=section&id=Item%203.%20Management%20Discussion%20and%20Analysis) This section analyzes the company's main business operations, core competitiveness, financial performance, investment activities, and risk factors, along with its efforts in quality and investor returns [Main Business Operations During the Reporting Period](index=9&type=section&id=I.%20Main%20Business%20Operations%20During%20the%20Reporting%20Period) As a leading integrated circuit design enterprise in China, the company has achieved significant progress in its three major business segments: special integrated circuits, smart security chips, and quartz crystal frequency devices, benefiting from an 18.9% growth in the global semiconductor market in H1 2025 - In H1 2025, the global semiconductor market reached **346 billion USD**, growing by **18.9%** year-on-year, primarily driven by logic chips (37% growth) and memory chips (20% growth)[27](index=27&type=chunk) - The company is one of China's leading integrated circuit design enterprises, with extensive brand influence and recognition in special integrated circuits and smart security chips[28](index=28&type=chunk) - The company's main business segments include special integrated circuits, smart security chips, and quartz crystal frequency devices, providing chips, system solutions, and terminal products for various industries such as mobile communication, finance, government, automotive, and IoT[29](index=29&type=chunk) [(I) Industry Overview](index=9&type=section&id=(I)%20Industry%20Overview) The integrated circuit industry, a cornerstone of new quality productive forces and the digital economy, saw the global semiconductor market grow by 18.9% to 346 billion USD in H1 2025, driven by strong demand for logic and memory chips - In H1 2025, the global semiconductor market reached **346 billion USD**, growing by **18.9%** year-on-year, primarily driven by logic chips (37% growth) and memory chips (20% growth)[27](index=27&type=chunk) - WSTS forecasts the 2025 global semiconductor market to reach **728 billion USD**, a **15.4%** year-on-year increase, with the Americas and Asia-Pacific leading the growth[27](index=27&type=chunk) - In H1 2025, China's integrated circuit imports increased by **8.9%** in quantity and **8.3%** in value, while exports grew by **20.6%** in quantity and **20.3%** in value[27](index=27&type=chunk) [(II) Main Business Segments](index=9&type=section&id=(II)%20Main%20Business%20Segments) The company is a major comprehensive integrated circuit listed company in China, with its main business divided into three segments: special integrated circuits, smart security chips, and quartz crystal frequency devices - The company focuses on special integrated circuits and smart security chips as its two main businesses, while also developing in the quartz crystal frequency device sector[29](index=29&type=chunk) - The special integrated circuit business covers over 800 varieties, including AI+vision sensing, processors, programmable devices, memory, network and interface, analog devices, and ASIC/SoPC, also expanding into commercial aerospace applications[29](index=29&type=chunk) - The smart security chip business includes SIM card chips, financial IC card chips, electronic ID chips, POS machine security chips, and automotive electronic chips, offering innovative terminal products and solutions based on security chips[29](index=29&type=chunk) [(III) Performance of Each Business Segment](index=9&type=section&id=(III)%20Performance%20of%20Each%20Business%20Segment) During the reporting period, the special integrated circuit business optimized R&D, launched its own packaging line, and expanded into aerospace applications; smart security chips maintained global SIM card leadership and achieved mass production in automotive electronics; quartz crystal frequency devices benefited from improved consumer electronics, focusing on miniaturization and high-frequency products - The special integrated circuit business optimized its R&D structure, improved efficiency, launched its self-built packaging line, maintained leadership in FPGA and system-on-chip, offered the most advanced and comprehensive special memory technology, and successfully expanded into aerospace applications[31](index=31&type=chunk)[32](index=32&type=chunk) - The smart security chip business maintained its global leading position in the SIM card chip market, with eSIM products adopted by multiple top mobile phone manufacturers and mass-shipped, and automotive security chip solutions achieving mass production with several leading Tier1 suppliers and OEMs[32](index=32&type=chunk)[33](index=33&type=chunk) - The quartz crystal frequency device business benefited from an improved consumer electronics market, continuously strengthening R&D for miniaturized, high-frequency, and high-precision products, successfully developing SMD2016 and SMD2520 oscillators, and meeting AEC-Q200/100 requirements for multiple automotive-grade products[33](index=33&type=chunk)[34](index=34&type=chunk) [Core Competitiveness Analysis](index=11&type=section&id=II.%20Core%20Competitiveness%20Analysis) The company's core competitiveness stems from its product and technology leadership, strong market and supply chain presence, and a highly skilled talent pool and management team - The company possesses deep R&D and industrialization capabilities in special integrated circuits, smart security chips, and quartz crystal frequency devices, securing **26 invention patents and 6 utility model patents** during the reporting period[36](index=36&type=chunk) - Smart security chip products have obtained multiple authoritative domestic and international certifications, including UnionPay chip security, National Cryptography Level 2, international SOGIS CC EAL6+, and AEC-Q100 automotive-grade certification, demonstrating top-tier security levels[37](index=37&type=chunk) - The company boasts an excellent technical, R&D, and management team in the integrated circuit industry, with R&D personnel accounting for over **50%**, and over **50%** of them holding master's degrees or higher, continuously improving its multi-level, long-term, and high-efficiency comprehensive incentive system[38](index=38&type=chunk) [(I) Product and Technology Advantages](index=11&type=section&id=(I)%20Product%20and%20Technology%20Advantages) The company holds a leading position in special integrated circuits, offering comprehensive system solutions around core control chips like FPGA and SOC, while its smart security chips boast advanced core technologies and multiple certifications, and quartz crystal frequency components achieve autonomous production of high-end wafers using Q-MEMS lithography - The company holds a leading position in special integrated circuits, offering comprehensive system solutions with a rich array of peripheral products around core control chips such as FPGA, SOC, SoPC, and DSP[37](index=37&type=chunk) - Smart security chips master core technologies including secure algorithms, attack and defense, and high reliability, with products certified by UnionPay chip security, National Cryptography Level 2, international SOGIS CC EAL6+, and AEC-Q100 automotive-grade standards[37](index=37&type=chunk) - Quartz crystal frequency components achieve autonomous production of high-end wafers using Q-MEMS lithography technology, possessing mass production capabilities for miniature chip tuning fork resonators, high-fundamental frequency crystal resonators, and high-fundamental frequency crystal oscillators[37](index=37&type=chunk) [(II) Market and Supply Chain Advantages](index=11&type=section&id=(II)%20Market%20and%20Supply%20Chain%20Advantages) Through years of market cultivation, the company has accumulated extensive customer resources, with products sold globally and leading market shares in special integrated circuits and smart security chips, while its self-built high-reliability chip packaging and testing lines enhance supply chain security - The company has accumulated extensive customer resources, with products sold globally, holding leading market shares in the special integrated circuit and smart security chip segments[38](index=38&type=chunk) - The company primarily engages in chip R&D and design, outsourcing wafer manufacturing and packaging/testing, maintaining long-term stable cooperation with mainstream foundries in the industry[38](index=38&type=chunk) - By establishing its own high-reliability chip packaging and testing production lines, the company has further enhanced its supply chain assurance capabilities[38](index=38&type=chunk) [(III) Talent and Team Advantages](index=11&type=section&id=(III)%20Talent%20and%20Team%20Advantages) The company boasts an excellent and stable technical, R&D, and management team in the integrated circuit industry, with over 50% of its staff in R&D, and more than half of them holding master's degrees or higher, supported by a robust talent incentive system - The company possesses an excellent technical, R&D, and management team in the integrated circuit industry, having accumulated rich experience in integrated circuit design and industrialization[38](index=38&type=chunk) - As of the end of the reporting period, R&D personnel accounted for over **50%** of the company's workforce, with over **50%** of them holding master's degrees or higher[38](index=38&type=chunk) - The company maintains a scientific management system and talent incentive mechanism, continuously building and improving a multi-level, medium-to-long-term, and highly effective comprehensive incentive system[38](index=38&type=chunk) [Main Business Analysis](index=11&type=section&id=III.%20Main%20Business%20Analysis) The company's main business revenue grew by 6.07% during the reporting period, driven by significant increases in special integrated circuits and quartz crystal frequency devices, despite a slight decline in smart security chip revenue; sales expenses rose sharply due to market expansion, and net cash flow from operating activities decreased by 24.49% Key Financial Data Year-on-Year Changes | Indicator | Current Reporting Period (Yuan) | Prior Year Period (Yuan) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 3,047,269,760.68 | 2,872,852,419.08 | 6.07% | | Operating Cost | 1,354,351,408.20 | 1,210,291,559.23 | 11.90% | | Selling Expenses | 144,639,113.87 | 90,688,079.75 | 59.49% | | Administrative Expenses | 150,579,466.36 | 158,821,384.58 | -5.19% | | Financial Expenses | -13,143,447.72 | -32,133,035.44 | 59.10% | | Income Tax Expense | 34,369,050.09 | 44,938,982.74 | -23.52% | | R&D Investment | 687,057,443.86 | 677,501,810.52 | 1.41% | | Net Cash Flow from Operating Activities | 477,774,681.02 | 632,745,434.98 | -24.49% | | Net Cash Flow from Investing Activities | -646,676,421.95 | -443,313,408.18 | -45.87% | | Net Cash Flow from Financing Activities | -258,304,903.84 | -815,641,651.42 | 68.33% | | Net Increase in Cash and Cash Equivalents | -429,409,560.94 | -622,236,041.46 | 30.99% | Operating Revenue Composition (by Product and Region) | Category | Item | Current Period Amount (Yuan) | % of Operating Revenue | Prior Year Period Amount (Yuan) | % of Operating Revenue | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **By Industry** | Integrated Circuits | 2,863,708,541.77 | 93.98% | 2,725,445,087.85 | 94.87% | 5.07% | | | Electronic Components | 151,140,881.99 | 4.96% | 111,316,715.62 | 3.87% | 35.78% | | **By Product** | Smart Security Chips | 1,394,904,496.83 | 45.78% | 1,481,637,442.95 | 51.57% | -5.85% | | | Special Integrated Circuits | 1,468,804,044.94 | 48.20% | 1,243,807,644.90 | 43.30% | 18.09% | | | Quartz Crystal Frequency Devices | 151,140,881.99 | 4.96% | 111,316,715.62 | 3.87% | 35.78% | | **By Region** | Domestic | 2,718,654,007.99 | 89.22% | 2,456,792,891.64 | 85.52% | 10.66% | | | Overseas | 328,615,752.69 | 10.78% | 416,059,527.44 | 14.48% | -21.02% | - Selling expenses increased by **59.49%** year-on-year, primarily due to the company's active market expansion, service optimization, and increased personnel and promotional expenses[40](index=40&type=chunk) [Non-Main Business Analysis](index=13&type=section&id=IV.%20Non-Main%20Business%20Analysis) The company's non-main business activities impacted total profit, with government subsidies contributing positively, while credit impairment losses and investment losses from associates had negative effects Impact of Non-Main Business on Total Profit | Item | Amount (Yuan) | % of Total Profit | Reason for Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | -29,875,478.06 | -4.11% | Investment losses from associates accounted for using the equity method | Investment income accounted for using the equity method is sustainable | | Gains/Losses from Fair Value Changes | 4,399,482.20 | 0.61% | Fair value changes of bank wealth management products (financial assets held for trading) | Yes | | Asset Impairment | 8,577,710.08 | 1.18% | Reversal of inventory impairment losses | No | | Credit Impairment Losses | -44,199,718.77 | -6.09% | Expected credit losses on accounts receivable recognized in the current period | Expected credit losses calculated by credit risk characteristics are sustainable | | Other Income | 61,326,760.15 | 8.44% | Government subsidies related to daily operating activities | Partially sustainable | | Gains from Asset Disposal | 361,400.79 | 0.05% | Gains from disposal of fixed assets | No | [Analysis of Assets and Liabilities](index=13&type=section&id=V.%20Analysis%20of%20Assets%20and%20Liabilities) At the end of the reporting period, the company's total assets increased by 2.17% year-on-year, and net assets attributable to shareholders increased by 3.90%, with a slight decrease in the asset-liability ratio indicating a stable financial structure Significant Changes in Asset Composition | Item | Current Period-End Amount (Yuan) | % of Total Assets | Prior Year-End Amount (Yuan) | % of Total Assets | % Change (pct) | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 2,028,061,634.27 | 11.46% | 2,461,114,778.52 | 14.21% | -2.75 | Net cash outflow due to purchase of bank wealth management products, large-denomination certificates of deposit, and cash dividends | | Accounts Receivable | 5,030,388,302.62 | 28.43% | 4,056,731,829.30 | 23.42% | 5.01 | Large volume of year-end settlement for special integrated circuit business and growth in integrated circuit business revenue | | Financial Assets Held for Trading | 1,193,275,465.96 | 6.74% | 785,209,035.61 | 4.53% | 2.21 | Increase due to purchase of principal-protected floating-rate bank wealth management products | | Notes Receivable | 519,377,079.13 | 2.94% | 1,356,054,577.76 | 7.83% | -4.89 | Large volume of notes settlement for special integrated circuit business at prior year-end, matured in current year | - At the end of the reporting period, the company's consolidated financial statement asset-liability ratio was **27.23%**, a decrease of **1.21 percentage points** from **28.44%** at the beginning of the period[150](index=150&type=chunk) Assets and Liabilities Measured at Fair Value | Item | Beginning Balance (Yuan) | Current Period Fair Value Change (Yuan) | Current Period Purchases (Yuan) | Current Period Sales (Yuan) | Ending Balance (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | | Financial Assets Held for Trading | 785,209,035.61 | 4,399,482.20 | 3,000,000,000.00 | 2,604,223,273.43 | 1,193,275,465.96 | | Notes Receivable Financing | 132,020,067.56 | - | - | - | 57,259,443.25 | | Other Non-Current Financial Assets | 139,339,200.00 | - | - | - | 139,339,200.00 | | **Total** | **1,056,568,303.17** | **4,399,482.20** | **3,000,000,000.00** | **2,604,223,273.43** | **1,389,874,109.21** | [Investment Status Analysis](index=15&type=section&id=VI.%20Investment%20Status%20Analysis) The company's total investment increased by 18.85% year-on-year, with ongoing non-equity projects like the R&D and Production Building and Micro Quartz Crystal Resonator Production Base; the overall utilization rate of raised funds was 62.78%, with some projects re-directed due to market changes Report Period Investment Amount | Indicator | Amount (Yuan) | | :--- | :--- | | Current Period Investment Amount | 80,517,150.14 | | Prior Year Period Investment Amount | 67,744,034.80 | | Change Rate | 18.85% | - The "Shenzhen Guoxin R&D and Production Building Project" was originally planned for completion by July 2025 but has been extended to February 2029 due to unforeseen circumstances during construction not attributable to the company[56](index=56&type=chunk)[64](index=64&type=chunk) Overall Utilization of Raised Funds | Fundraising Year | Net Raised Funds (10,000 Yuan) | Total Raised Funds Used in Current Period (10,000 Yuan) | Total Raised Funds Used Cumulatively (10,000 Yuan) | % of Raised Funds Used at Period-End | | :--- | :--- | :--- | :--- | :--- | | 2021 | 148,787.66 | 5,137.87 | 93,408.80 | 62.78% | - Original committed fundraising projects, "New High-End Security Series Chip R&D and Industrialization Project" and "Automotive Controller Chip R&D and Industrialization Project," have been re-directed to new fundraising projects and permanent replenishment of working capital due to market fluctuations and lower-than-expected demand[64](index=64&type=chunk)[67](index=67&type=chunk) [1. Overall Situation](index=15&type=section&id=1.%20Overall%20Situation) During the reporting period, the company's total investment amounted to 80.52 million Yuan, an 18.85% increase compared to the same period last year Report Period Investment Amount | Indicator | Amount (Yuan) | | :--- | :--- | | Current Period Investment Amount | 80,517,150.14 | | Prior Year Period Investment Amount | 67,744,034.80 | | Change Rate | 18.85% | [2. Significant Equity Investments Acquired During the Reporting Period](index=15&type=section&id=2.%20Significant%20Equity%20Investments%20Acquired%20During%20the%20Reporting%20Period) The company did not acquire any significant equity investments during the reporting period - The company had no significant equity investments during the reporting period[55](index=55&type=chunk) [3. Significant Non-Equity Investments Underway During the Reporting Period](index=15&type=section&id=3.%20Significant%20Non-Equity%20Investments%20Underway%20During%20the%20Reporting%20Period) The company is undertaking significant non-equity investment projects, including the "R&D and Production Building Project" and the "Micro Quartz Crystal Resonator Production Base Project," with the former's implementation period extended to February 2029 due to unforeseen construction issues Significant Non-Equity Investment Projects | Project Name | Investment Method | Fixed Asset Investment | Current Period Investment (Yuan) | Cumulative Actual Investment at Period-End (Yuan) | Project Progress | Reasons for Not Meeting Planned Progress and Expected Returns | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | R&D and Production Building Project | Self-built | Yes | 10,267,212.88 | 60,737,449.59 | Design and construction phase | Originally planned for completion by July 2025, extended to February 2029 due to unforeseen issues during construction, such as relocation of illegal cables and water pipes, not attributable to the company | | Micro Quartz Crystal Resonator Production Base Project | Self-built | Yes | 39,209,946.88 | 39,209,946.88 | Project under construction, some production line equipment already on site | Not applicable | [4. Financial Asset Investments](index=16&type=section&id=4.%20Financial%20Asset%20Investments) The company had no securities or derivative investments during the reporting period - The company had no securities investments during the reporting period[57](index=57&type=chunk) - The company had no derivative investments during the reporting period[58](index=58&type=chunk) [5. Use of Raised Funds](index=16&type=section&id=5.%20Use%20of%20Raised%20Funds) The company's 2021 convertible bond issuance raised 1.488 billion Yuan, with 934.09 million Yuan (62.78%) utilized by June 30, 2025; some projects were re-directed due to market changes, and 613.49 million Yuan in unused funds remain, partly for cash management Overall Utilization of Raised Funds | Fundraising Year | Fundraising Method | Net Raised Funds (10,000 Yuan) | Total Raised Funds Used in Current Period (10,000 Yuan) | Total Raised Funds Used Cumulatively (10,000 Yuan) | % of Raised Funds Used at Period-End | Cumulative Amount of Raised Funds with Changed Use (10,000 Yuan) | % of Raised Funds with Changed Use | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | 2021 | Public issuance of convertible corporate bonds to unspecified investors | 148,787.66 | 5,137.87 | 93,408.80 | 62.78% | 105,000 | 70.57% | - As of June 30, 2025, the company's total raised funds balance was **613.49 million Yuan**, comprising **18.49 million Yuan** in dedicated accounts and **595 million Yuan** in unexpired structured bank deposits[61](index=61&type=chunk) - Original committed fundraising projects, "New High-End Security Series Chip R&D and Industrialization Project" and "Automotive Controller Chip R&D and Industrialization Project," have been re-directed to new fundraising projects and permanent replenishment of working capital due to market fluctuations and lower-than-expected demand[64](index=64&type=chunk)[67](index=67&type=chunk) [Significant Asset and Equity Disposals](index=20&type=section&id=VII.%20Significant%20Asset%20and%20Equity%20Disposals) The company did not undertake any significant asset or equity disposals during the reporting period - The company did not dispose of significant assets during the reporting period[68](index=68&type=chunk) - The company did not dispose of significant equity during the reporting period[69](index=69&type=chunk) [Analysis of Major Holding and Participating Companies](index=20&type=section&id=VIII.%20Analysis%20of%20Major%20Holding%20and%20Participating%20Companies) The company's major subsidiaries, Shenzhen Guoxin Microelectronics and Unigroup Tongxin, significantly contributed to revenue and net profit, though Unigroup Tongxin's net profit declined due to intense market competition and reduced investment income from equity disposal in the prior year Financial Performance of Major Subsidiaries | Company Name | Company Type | Registered Capital (Yuan) | Total Assets (Yuan) | Net Assets (Yuan) | Operating Revenue (Yuan) | Operating Profit (Yuan) | Net Profit (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shenzhen Guoxin Microelectronics | Subsidiary | 150,000,000.00 | 12,251,940,540.56 | 10,044,554,530.95 | 1,468,761,567.04 | 671,060,304.64 | 628,248,469.05 | | Unigroup Tongxin | Subsidiary | 1,000,000,000.00 | 3,005,833,060.09 | 1,205,445,691.29 | 1,373,520,487.10 | 144,877,802.58 | 146,192,430.97 | - Unigroup Tongxin's net profit decreased year-on-year, primarily due to intense market competition leading to lower product prices and gross margins, as well as reduced investment income from equity disposal in the prior year[70](index=70&type=chunk) - The company did not acquire or dispose of any subsidiaries during the reporting period[70](index=70&type=chunk) [Information on Structured Entities Controlled by the Company](index=20&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[71](index=71&type=chunk) [Risks Faced by the Company and Countermeasures](index=20&type=section&id=X.%20Risks%20Faced%20by%20the%20Company%20and%20Countermeasures) While the company currently faces no significant operational risks, uncertainties in demand for special integrated circuits, declining product prices, and long R&D cycles for new products may adversely affect performance; the company plans to mitigate these through innovation, market expansion, and differentiated offerings - The company faces risks including uncertain effective demand in the special integrated circuit sector, declining prices for some products, high R&D investment and long introduction cycles for new products, and market competition[71](index=71&type=chunk) - Intense competition in the smart security chip industry, downward pressure on product prices, and high R&D investment with long introduction cycles for automotive electronic chips may negatively impact operating performance growth[71](index=71&type=chunk) - The company will address risks by closely monitoring market demand, leveraging R&D talent and market advantages, continuously increasing technological innovation and product R&D, expanding product application areas, and providing differentiated products and solutions[71](index=71&type=chunk) [Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan](index=21&type=section&id=XI.%20Formulation%20and%20Implementation%20of%20Market%20Value%20Management%20System%20and%20Valuation%20Enhancement%20Plan) The company has established a "Unigroup Guoxin Microelectronics Co., Ltd. Market Value Management System" to standardize market value management, enhance investment value, and protect investor rights, but has not disclosed a specific valuation enhancement plan - The company has established the "Unigroup Guoxin Microelectronics Co., Ltd. Market Value Management System" to standardize market value management, enhance investment value, and improve investor returns[72](index=72&type=chunk) - The company has not disclosed a valuation enhancement plan[72](index=72&type=chunk) [Implementation of "Quality and Return Dual Enhancement" Action Plan](index=21&type=section&id=XII.%20%22Quality%20and%20Return%20Dual%20Enhancement%22%20Action%20Plan%20Implementation) The company actively implemented its "Quality and Return Dual Enhancement" action plan, making progress in strengthening core business, driving innovation, improving information disclosure, enhancing governance, and prioritizing investor returns - The company has announced its "Quality and Return Dual Enhancement" action plan, aiming to improve listed company quality and investment value, and protect shareholder interests[73](index=73&type=chunk) - The company continues to consolidate its advantages in the three main business areas of special integrated circuits, smart security chips, and quartz crystal frequency devices, expanding into new application scenarios and maintaining market leadership[73](index=73&type=chunk) - The company has achieved significant results in technological innovation, with aerospace products in mass application, eSIM products mass-shipped, automotive-grade products meeting AEC-Q200/100 requirements, and its self-built high-reliability chip packaging line in operation[74](index=74&type=chunk) - The company actively protects investor interests and enhances company value through actions such as a **177 million Yuan** cash dividend for 2024 and the repurchase of **3,089,916 shares** totaling **199 million Yuan**[75](index=75&type=chunk) Part IV [Corporate Governance, Environment, and Society](index=23&type=section&id=Item%204.%20Corporate%20Governance%2C%20Environment%2C%20and%20Society) This section details changes in the company's directors, supervisors, and senior management, its profit distribution policy, employee incentive plans, environmental information disclosure, and social responsibility initiatives [Changes in Directors, Supervisors, and Senior Management](index=23&type=section&id=I.%20Changes%20in%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) During the reporting period, there were changes in the company's directors, supervisors, and senior management, with Huang Wenyu and Xie Wengang resigning, and Li Tianchi and Lai Youwei being appointed Changes in Directors, Supervisors, and Senior Management | Name | Position | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | Huang Wenyu | Independent Director | Resignation | February 28, 2025 | Personal reasons | | Xie Wengang | President | Dismissal | February 14, 2025 | Personal reasons | | Xie Wengang | Director | Resignation | February 14, 2025 | Personal reasons | | Li Tianchi | President | Appointment | February 17, 2025 | Appointed by the Board of Directors | | Li Tianchi | Director | Election | February 28, 2025 | Elected by the Shareholders' Meeting | | Lai Youwei | Independent Director | Election | February 28, 2025 | Elected by the Shareholders' Meeting | [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 not to distribute cash dividends, bonus shares, or convert capital reserves to share capital for the semi-annual period - The company plans no cash dividends, bonus shares, or capital reserve conversions to share capital for the semi-annual period[79](index=79&type=chunk) [Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=23&type=section&id=III.%20Implementation%20of%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 in place during the reporting period - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures or their implementation during the reporting period[80](index=80&type=chunk) [Environmental Information Disclosure](index=23&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[81](index=81&type=chunk) [Social Responsibility](index=23&type=section&id=V.%20Social%20Responsibility) The company actively fulfills its social responsibilities, committed to sustainable development through good governance, technological innovation, employee welfare, and public welfare initiatives, while also promoting green and low-carbon development - The company consistently fulfills its social responsibilities, committed to achieving sustainable corporate development and advocating harmony with society and the environment[81](index=81&type=chunk) - The company operates strictly in accordance with laws and regulations, establishing a sustainable development (ESG) management system and governance structure, integrating sustainable development concepts into corporate governance[81](index=81&type=chunk)[82](index=82&type=chunk) - The company emphasizes technological innovation, continuously investing in R&D, and possesses deep R&D and industrialization capabilities in special integrated circuits, smart security chips, and quartz crystal frequency devices[82](index=82&type=chunk) - The company ensures reasonable compensation and career development for employees, actively engages in public welfare initiatives such as industry-education integration and poverty alleviation, and implements energy-saving and environmental protection concepts to achieve green and low-carbon development[82](index=82&type=chunk)[83](index=83&type=chunk) Part V [Significant Matters](index=25&type=section&id=Item%205.%20Significant%20Matters) This section covers the fulfillment of commitments, related party transactions, legal proceedings, penalties, and other significant events impacting the company [Fulfillment of Commitments by Actual Controller, Shareholders, Related Parties, Acquirers, and the Company](index=25&type=section&id=I.%20Fulfillment%20of%20Commitments%20by%20Actual%20Controller%2C%20Shareholders%2C%20Related%20Parties%2C%20Acquirers%2C%20and%20the%20Company) The company reported no unfulfilled or overdue commitments by its actual controller, shareholders, related parties, acquirers, or the company itself during the reporting period - The company reported no unfulfilled or overdue commitments by related parties during the reporting period[85](index=85&type=chunk) [Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties](index=25&type=section&id=II.%20Non-Operating%20Funds%20Occupied%20by%20Controlling%20Shareholder%20and%20Other%20Related%20Parties) The company reported no non-operating funds occupied by its controlling shareholder or other related parties during the reporting period - The company reported no non-operating funds occupied by its controlling shareholder or other related parties during the reporting period[86](index=86&type=chunk) [Irregular External Guarantees](index=25&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[87](index=87&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 financial report was not audited - The company's semi-annual report was not audited[88](index=88&type=chunk) [Board of Directors' and Supervisory Board's Explanation of "Non-Standard Audit Report" for the Current Period](index=25&type=section&id=V.%20Board%20of%20Directors'%20and%20Supervisory%20Board's%20Explanation%20of%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[89](index=89&type=chunk) [Board of Directors' Explanation of "Non-Standard Audit Report" for the Prior Year](index=25&type=section&id=VI.%20Board%20of%20Directors'%20Explanation%20of%20%22Non-Standard%20Audit%20Report%22%20for%20the%20Prior%20Year) The company had no non-standard audit report during the reporting period - The company had no non-standard audit report during the reporting period[89](index=89&type=chunk) [Bankruptcy and Reorganization Matters](index=25&type=section&id=VII.%20Bankruptcy%20and%20Reorganization%20Matters) The company had no bankruptcy or reorganization matters during the reporting period - The company had no bankruptcy or reorganization matters during the reporting period[89](index=89&type=chunk) [Litigation Matters](index=25&type=section&id=VIII.%20Litigation%20Matters) The company had no significant litigation or arbitration matters during the current reporting period - The company had no significant litigation or arbitration matters during the current reporting period[90](index=90&type=chunk) [Penalties and Rectification](index=26&type=section&id=IX.%20Penalties%20and%20Rectification) The company received a warning letter from the Hebei Securities Regulatory Bureau for irregular shareholder meeting operations and information disclosure, with all issues now rectified - The company received an administrative supervisory measure in the form of a warning letter from the Hebei Securities Regulatory Bureau of the China Securities Regulatory Commission due to irregular shareholder meeting operations (some directors and supervisors did not attend as required, some independent directors did not submit performance reports) and irregular information disclosure (incorrect entity name disclosure in the 2022 annual report, failure to follow approval procedures and disclosure obligations for using raised funds to replace self-owned funds, and inaccurate aging disclosure in the 2023 annual report)[91](index=91&type=chunk) - All issues mentioned in the warning letter have been rectified, and a rectification report has been submitted to the Hebei Securities Regulatory Bureau as required[91](index=91&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) During the reporting period, the company and its controlling shareholder, Tibet Unigroup Chunhua Technology Co., Ltd., maintained good integrity, with no records of being dishonest judgment debtors; as of the disclosure date, the company has no actual controller - During the reporting period, the company and its controlling shareholder, Tibet Unigroup Chunhua Technology Co., Ltd., maintained good integrity, were not dishonest judgment debtors, and had no unfulfilled court judgments or large overdue debts[92](index=92&type=chunk) - As of the disclosure date of this report, the company has no actual controller[92](index=92&type=chunk) [Significant Related Party Transactions](index=26&type=section&id=XI.%20Significant%20Related%20Party%20Transactions) The company engaged in various routine related party transactions, including procurement, sales, and service provision, all within annual approved limits; other significant related party transactions involved capital increases and waiver of pre-emptive rights in subsidiaries and associates Related Party Transactions Related to Daily Operations | Related Party Transaction Type | Amount of Related Party Transaction (10,000 Yuan) | % of Similar Transaction Amount | Approved Transaction Limit (10,000 Yuan) | Exceeded Approved Limit | | :--- | :--- | :--- | :--- | :--- | | Purchase of Goods from Related Parties | 32,493.41 | 22.52% | 111,500.00 | No | | Sale of Products to Related Parties | 2,263.67 | 0.74% | 7,000.00 | No | | Provision of Services to Related Parties | 1,432.03 | 0.47% | 5,000.00 | No | | Acceptance of Services from Related Parties | 2,472.62 | 1.71% | 5,000.00 | No | | Lease of Assets from Related Parties | 294.97 | 0.20% | 600.00 | No | | Lease of Assets to Related Parties | 199.75 | 0.07% | 400.00 | No | | **Total** | **39,322.24** | **-** | **130,000.00** | **-** | - Shenzhen Guoxin Microelectronics' wholly-owned subsidiary, Unigroup Jidian, plans a premium capital increase of **210 million Yuan**, with Shenzhen Guoxin Microelectronics waiving part of its pre-emptive right, reducing its shareholding from **100% to 92.60%**, constituting a related party transaction[101](index=101&type=chunk) - The company's associate, Shenzhen Unigroup Tongchuang Electronics Co., Ltd., plans a premium capital increase of **60.5 million Yuan**, with the company's wholly-owned subsidiary, Tibet Maoye Chuangxin, waiving part of its pre-emptive right, reducing its shareholding from **28.2384% to 28.1383%**, constituting a related party transaction[100](index=100&type=chunk)[101](index=101&type=chunk)[131](index=131&type=chunk) [Significant Contracts and Their Performance](index=28&type=section&id=XII.%20Significant%20Contracts%20and%20Their%20Performance) The company had no significant entrustment or contracting matters, with leasing operations primarily from Chengdu Guoxin Micro Technology Co., Ltd.; guarantees for subsidiaries included Unigroup Tongxin (repaid) and Guoxin Jingyuan (Yueyang) with a balance of 25.69 million Yuan; entrusted wealth management totaled 1.525 billion Yuan, with 1.19 billion Yuan outstanding - The company had no significant entrustment or contracting matters during the reporting period[103](index=103&type=chunk)[104](index=104&type=chunk) - The company's wholly-owned subsidiary, Chengdu Guoxin Micro Technology Co., Ltd., primarily engages in the leasing and operation of Unigroup Chip Cloud Center, with no significant leasing matters during the reporting period[105](index=105&type=chunk) Company Guarantees for Subsidiaries | Name of Guaranteed Entity | Guarantee Limit (10,000 Yuan) | Actual Guarantee Amount (10,000 Yuan) | Guarantee Type | Guarantee Period | Fulfilled | | :--- | :--- | :--- | :--- | :--- | :--- | | Unigroup Tongxin | 20,000.00 | 0.00 | Joint and several liability guarantee | Three years after debt maturity date | No (Debt repaid) | | Guoxin Jingyuan (Yueyang) Electronics Co., Ltd. | 20,000.00 | 2,568.70 | Joint and several liability guarantee | Three years after debt maturity date | No | Entrusted Wealth Management | Specific Type | Source of Entrusted Funds | Amount of Entrusted Wealth Management (10,000 Yuan) | Unexpired Balance (10,000 Yuan) | | :--- | :--- | :--- | :--- | | Bank Wealth Management Products | Own Funds | 91,500.00 | 59,500.00 | | Bank Wealth Management Products | Raised Funds | 61,000.00 | 59,500.00 | | **Total** | **-** | **152,500.00** | **119,000.00** | [Explanation of Other Significant Matters](index=30&type=section&id=XIII.%20Explanation%20of%20Other%20Significant%20Matters) During the reporting period, the company utilized idle raised funds and its own funds for cash management, totaling 660 million Yuan and 1.6 billion Yuan respectively, paid the fourth-year interest on "Guoxin Convertible Bonds," and implemented its 2024 equity distribution plan - The company used up to **660 million Yuan** of temporarily idle raised funds for cash management and up to **1.6 billion Yuan** of its own funds to purchase short-term principal-protected bank wealth management products, both with a 12-month term[114](index=114&type=chunk) - On June 10, 2025, the company paid the fourth-year interest on its convertible corporate bonds "Guoxin Convertible Bonds" at a coupon rate of **1.50%**, distributing **15.00 Yuan** per 10 bonds[115](index=115&type=chunk) - The company implemented its 2024 equity distribution plan, distributing a cash dividend of **2.10 Yuan** (tax inclusive) per 10 shares to all shareholders based on **843,227,466 shares**, totaling **177 million Yuan** in cash dividends[116](index=116&type=chunk) [Significant Matters of Subsidiaries](index=31&type=section&id=XIV.%20Significant%20Matters%20of%20Subsidiaries) The company had no significant subsidiary matters during the reporting period - The company had no significant subsidiary matters during the reporting period[117](index=117&type=chunk) Part VI [Share Changes and Shareholder Information](index=32&type=section&id=Item%206.%20Share%20Changes%20and%20Shareholder%20Information) This section details changes in the company's share capital, securities issuance, shareholder structure, and the integrity status of its controlling shareholder and actual controller [Share Changes](index=32&type=section&id=I.%20Share%20Changes) During the reporting period, the company's total shares slightly increased due to the conversion of 713 "Guoxin Convertible Bonds," while former director Xie Wengang's shares were locked, and the company repurchased 3,089,916 shares for future incentive plans Share Change Information | Share Type | Quantity Before Change (Shares) | Increase/Decrease in This Change (Shares) | Quantity After Change (Shares) | | :--- | :--- | :--- | :--- | | I. Restricted Shares | 149,850.00 | 49,950.00 | 199,800.00 | | II. Unrestricted Shares | 849,473,005.00 | -49,237.00 | 849,423,768.00 | | III. Total Shares | 849,622,855.00 | 713.00 | 849,623,568.00 | - Share changes primarily resulted from the resignation of former director and president Xie Wengang, leading to the locking of his shares, and the conversion of **713 shares** from "Guoxin Convertible Bonds"[119](index=119&type=chunk)[120](index=120&type=chunk) - The company completed its share repurchase plan, having cumulatively repurchased **3,089,916 shares** totaling **199.99 million Yuan** by July 11, 2025, for equity incentive or employee stock ownership plans[125](index=125&type=chunk) [Securities Issuance and Listing](index=33&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[128](index=128&type=chunk) [Company Shareholder Numbers and Shareholding](index=33&type=section&id=III.%20Company%20Shareholder%20Numbers%20and%20Shareholding) As of the end of the reporting period, the company had 200,630 common shareholders, with controlling shareholder Tibet Unigroup Chunhua Technology Co., Ltd. holding 26.00%; institutional investors dominated the top ten shareholders, and the company's repurchase account held 7,171,460 shares - The total number of common shareholders at the end of the reporting period was **200,630**[129](index=129&type=chunk) Shareholding of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Ratio | Number of Shares Held at Period-End (Shares) | Number of Unrestricted Shares Held (Shares) | | :--- | :--- | :--- | :--- | :--- | | Tibet Unigroup Chunhua Technology Co., Ltd. | Domestic Non-State-Owned Legal Person | 26.00% | 220,901,326.00 | 220,901,326.00 | | Unigroup Group Co., Ltd. Bankruptcy Enterprise Property Disposal Special Account | Domestic Non-State-Owned Legal Person | 3.26% | 27,720,964.00 | 27,720,964.00 | | Hong Kong Securities Clearing Company Limited | Overseas Legal Person | 1.98% | 16,794,334.00 | 16,794,334.00 | | Industrial and Commercial Bank of China Co., Ltd. - Huatai-PineBridge CSI 300 ETF | Other | 1.43% | 12,132,771.00 | 12,132,771.00 | | China Construction Bank Co., Ltd. - ChinaAMC CSI National Semiconductor Chip ETF | Other | 1.34% | 11,420,547.00 | 11,420,547.00 | | China Construction Bank Co., Ltd. - E Fund CSI 300 ETF Initiated Fund | Other | 1.02% | 8,639,009.00 | 8,639,009.00 | | China Construction Bank Co., Ltd. - E Fund National Defense Military Industry Mixed Fund | Other | 0.97% | 8,258,279.00 | 8,258,279.00 | | Gongqingcheng Qingjingwei Investment Management Partnership (Limited Partnership) | Domestic Non-State-Owned Legal Person | 0.86% | 7,323,303.00 | 7,323,303.00 | | Guotai Junan Securities Co., Ltd. - Guolian An CSI All-Index Semiconductor Products and Equipment ETF | Other | 0.85% | 7,211,360.00 | 7,211,360.00 | | Industrial and Commercial Bank of China Co., Ltd. - ChinaAMC CSI 300 ETF | Other | 0.75% | 6,332,502.00 | 6,332,502.00 | - As of the end of the reporting period, the company's dedicated securities account for repurchases held **7,171,460 shares**, representing **0.84%** of the total share capital[129](index=129&type=chunk) [Changes in Shareholdings of Directors, Supervisors, and Senior Management](index=35&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[132](index=132&type=chunk) [Changes in Controlling Shareholder or Actual Controller](index=35&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[133](index=133&type=chunk) - The company's actual controller remained unchanged during the reporting period[133](index=133&type=chunk) [Preferred Shares](index=35&type=section&id=VI.%20Preferred%20Shares) The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period[134](index=134&type=chunk) Part VII [Bond-Related Information](index=36&type=section&id=Item%207.%20Bond-Related%20Information) This section provides details on the company's outstanding bonds, including convertible corporate bonds, and an analysis of its solvency [Corporate Bonds](index=36&type=section&id=I.%20Corporate%20Bonds) The company had no corporate bonds during the reporting period - The company had no corporate bonds during the reporting period[136](index=136&type=chunk) [Company Bonds](index=36&type=section&id=II.%20Company%20Bonds) The company had no company bonds during the reporting period - The company had no company bonds during the reporting period[137](index=137&type=chunk) [Non-Financial Enterprise Debt Financing Instruments](index=36&type=section&id=III.%20Non-Financial%20Enterprise%20Debt%20Financing%20Instruments) The company had no non-financial enterprise debt financing instruments during the reporting period - The company had no non-financial enterprise debt financing instruments during the reporting period[138](index=138&type=chunk) [Convertible Corporate Bonds](index=36&type=section&id=IV.%20Convertible%20Corporate%20Bonds) The company issued 1.5 billion Yuan in "Guoxin Convertible Bonds" in 2021, with a conversion period from December 17, 2021, to June 9, 2027; the latest conversion price is 97.30 Yuan/share, and the company maintains strong solvency with an "AA+k" credit rating - The company publicly issued **1.5 billion Yuan** in convertible corporate bonds "Guoxin Convertible Bonds" on June 10, 2021, with a conversion period from December 17, 2021, to June 9, 2027[139](index=139&type=chunk) - As of the end of the reporting period, "Guoxin Convertible Bonds" had **10,173 holders**, with a high concentration among the top ten holders[140](index=140&type=chunk)[141](index=141&type=chunk) - The conversion price of "Guoxin Convertible Bonds" has been adjusted multiple times, with the latest price being **97.30 Yuan/share**, effective from June 26, 2025[147](index=147&type=chunk) - As of the end of the reporting period, the company's consolidated financial statement asset-liability ratio was **27.23%**, interest coverage ratio was **24.11**, and loan repayment rate and interest payment rate were both **100%**, indicating strong solvency[148](index=148&type=chunk) - China Chengxin International maintained the company's corporate credit rating at "AA+k" with a "stable" outlook, and the "Guoxin Convertible Bonds" credit rating at "AA+k"[148](index=148&type=chunk) [Consolidated Statement Scope Loss Exceeding 10% of Net Assets at Prior Year-End](index=38&type=section&id=V.%20Consolidated%20Statement%20Scope%20Loss%20Exceeding%2010%25%20of%20Net%20Assets%20at%20Prior%20Year-End) The company's consolidated statement scope loss did not exceed 10% of net assets at the prior year-end during the reporting period - The company's consolidated statement scope loss did not exceed **10%** of net assets at the prior year-end during the reporting period[149](index=149&type=chunk) [Key Accounting Data and Financial Indicators for the Past Two Years as of the End of the Reporting Period](index=38&type=section&id=VI.%20Key%20Accounting%20Data%20and%20Financial%20Indicators%20for%20the%20Past%20Two%20Years%20as%20of%20the%20End%20of%20the%20Reporting%20Period) As of the end of the reporting period, the company's liquidity and quick ratios improved, the asset-liability ratio decreased, and net profit excluding non-recurring items grew by 4.39%, while the cash interest coverage ratio declined due to increased convertible bond interest payments Key Accounting Data and Financial Indicators for the Past Two Years | Item | Current Period-End/Current Period | Prior Year-End/Prior Year Period | Change (Current Period-End vs. Prior Year-End / Current Period vs. Prior Year Period) | | :--- | :--- | :--- | :--- | | Current Ratio | 4.83 | 4.50 | 7.33% | | Asset-Liability Ratio | 27.23% | 28.44% | -1.21pct | | Quick Ratio | 3.90 | 3.69 | 5.69% | | Net Profit Excluding Non-Recurring Gains/Losses (10,000 Yuan) | 65,302.46 | 62,553.26 | 4.39% | | EBITDA to Total Debt Ratio | 40.71% | 51.07% | -10.36pct | | Interest Coverage Ratio | 24.11 | 25.11 | -3.98% | | Cash Interest Coverage Ratio | 21.94 | 53.08 | -58.67% | | EBITDA Interest Coverage Ratio | 27.68 | 28.82 | -3.96% | | Loan Repayment Rate | 100.00% | 100.00% | 0.00% | | Interest Payment Rate | 100.00% | 100.00% | 0.00% | - The cash interest coverage ratio decreased by **58.67%** year-on-year, primarily due to a significant increase in the coupon interest paid on convertible corporate bonds during the current period[150](index=150&type=chunk) Part VIII [Financial Report](index=40&type=section&id=Item%208.%20Financial%20Report) This section presents the company's unaudited financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, along with detailed notes on accounting policies, taxes, and financial instrument risks [Audit Report](index=40&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[152](index=152&type=chunk) [Financial Statements](index=40&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, offering a comprehensive view of its financial position, operating results, and cash flows for H1 2025 Consolidated Balance Sheet (Summary) | Item | June 30, 2025 (Yuan) | January 1, 2025 (Yuan) | | :--- | :--- | :--- | | Total Current Assets | 11,954,455,139.71 | 11,660,476,505.15 | | Total Non-Current Assets | 5,741,115,470.84 | 5,659,285,840.91 | | **Total Assets** | **17,695,570,610.55** | **17,319,762,346.06** | | Total Current Liabilities | 2,476,709,294.65 | 2,588,465,311.30 | | Total Non-Current Liabilities | 2,341,077,419.64 | 2,336,825,787.78 | | **Total Liabilities** | **4,817,786,714.29** | **4,925,291,099.08** | | Total Owners' Equity Attributable to Parent Company | 12,877,783,896.26 | 12,394,471,246.98 | | **Total Liabilities and Owners' Equity** | **17,695,570,610.55** | **17,319,762,346.06** | Consolidated Income Statement (Summary) | Item | H1 2025 (Yuan) | H1 2024 (Yuan) | | :--- | :--- | :--- | | Total Operating Revenue | 3,047,269,760.68 | 2,872,852,419.08 | | Total Operating Costs | 2,321,877,418.10 | 2,120,893,277.42 | | Operating Profit | 725,982,498.97 | 787,901,808.36 | | Total Profit | 726,302,759.46 | 788,560,768.84 | | Income Tax Expense | 34,369,050.09 | 44,938,982.74 | | **Net Profit** | **691,933,709.37** | **743,621,786.10** | | Net Profit Attributable to Parent Company Shareholders | 691,933,709.37 | 737,522,233.00 | | Basic Earnings Per Share | 0.8206 | 0.8746 | Consolidated Cash Flow Statement (Summary) | Item | H1 2025 (Yuan) | H1 2024 (Yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 477,774,681.02 | 632,745,434.98 | | Net Cash Flow from Investing Activities | -646,676,421.95 | -443,313,408.18 | | Net Cash Flow from Financing Activities | -258,304,903.84 | -815,641,651.42 | | Net Increase in Cash and Cash Equivalents | -429,409,560.94 | -622,236,041.46 | | Cash and Cash Equivalents at Period-End | 1,935,523,248.30 | 2,394,066,811.42 | [Company Basic Information](index=55&type=section&id=III.%20Company%20Basic%20Information) Unigroup Guoxin Microelectronics Co., Ltd., established on August 17, 2001, and listed on the Shenzhen Stock Exchange on June 6, 2005, specializes in integrated circuit chip design, services, and sales, providing high-reliability and high-security chip products and solutions across various sectors - Unigroup Guoxin Microelectronics Co., Ltd. was established on August 17, 2001, and listed on the Shenzhen Stock Exchange on June 6, 2005[171](index=171&type=chunk) - As of June 30, 2025, the company's total share capital was **849,623,568 shares**[171](index=171&type=chunk) - The Group primarily engages in integrated circuit chip design, services, and sales, providing high-reliability and high-security chip products and solutions for various fields including mobile communication, finance, government, automotive, industrial, and IoT[172](index=172&type=chunk) [Basis for Preparation of Financial Statements](index=55&type=section&id=IV.%20Basis%20for%20Preparation%20of%20Financial%20Statements) The Group's financial statements are prepared in accordance with the "Enterprise Accounting Standards" issued by the Ministry of Finance and relevant regulations, presented on a going concern basis - The Group's financial statements are prepared in accordance with the "Enterprise Accounting Standards" and the China Securities Regulatory Commission's "Information Disclosure Rules for Companies Issuing Securities Publicly No. 15—General Provisions for Financial Reports (Revised 2023)"[174](index=174&type=chunk) - These financial statements are presented on a going concern basis, with no significant

北京新雷能科技股份有限公司 2025 年半年度报告全文 北京新雷能科技股份有限公司 2025 年半年度报告 2025-043 2025 年 8 月 19 日 1 北京新雷能科技股份有限公司 2025 年半年度报告全文 第一节 重要提示、目录和释义 公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容 的真实、准确、完整，不存在虚假记载、误导性陈述或者重大遗漏，并承担 个别和连带的法律责任。 公司负责人王彬、主管会计工作负责人王华燕及会计机构负责人(会计主 管人员)胡冬亚声明：保证本半年度报告中财务报告的真实、准确、完整。 所有董事均已出席了审议本次半年报的董事会会议。 本报告中如有涉及未来的计划、业绩预测等方面的内容，均不构成本公 司对任何投资者及相关人士的承诺，投资者及相关人士均应对此保持足够的 风险认识，并且应当理解计划、预测与承诺之间的差异。 公司在本报告第三节"管理层讨论与分析"之"十、公司面临的风险和 应对措施"，详细描述了公司经营中可能存在的风险及应对措施，敬请投资 者关注相关内容。 公司计划不派发现金红利，不送红股，不以公积金转增股本。 2 | 第一节 | 重要提示、目录和释义 | | ...

河南四方达超硬材料股份有限公司 2025 年半年度报告全文 河南四方达超硬材料股份有限公司 2025 年半年度报告 2025 年 8 月 河南四方达超硬材料股份有限公司 2025 年半年度报告全文 第一节 重要提示、目录和释义 公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容 的真实、准确、完整，不存在虚假记载、误导性陈述或者重大遗漏，并承担 个别和连带的法律责任。 公司负责人方海江、主管会计工作负责人李炎臻及会计机构负责人(会计 主管人员)柳运达声明：保证本半年度报告中财务报告的真实、准确、完整。 1、宏观经济波动风险 目前，国内外经济环境复杂多变，给经济稳定增长带来诸多不确定性，在 经济全球化背景下，国际贸易合作日趋紧密，经济体彼此间经济关联度日益 密切，经济波动影响的连锁反应也更加广泛和深远。同时，国际大经济体间 的贸易博弈将继续影响国际贸易形势，进一步增加进出口企业经营的不确定 性。公司将深入拓展国内外市场，凭借持续的技术进步，完善公司产业结构； 同时，运用资产经营、资本运营双轮驱动战略，延伸产业链，增强公司风险 应对能力。 2、新产品市场开拓风险 1 河南四方达超硬材料股份有限公司 2 ...

[Important Notes](index=2&type=section&id=%E9%87%8D%E8%A6%81%E6%8F%90%E7%A4%BA) This report is unaudited, proposes no profit distribution for the period, and highlights significant risks in overseas operations and global management - This semi-annual report is unaudited[6](index=6&type=chunk) - No profit distribution or capitalization of capital reserves is planned for this reporting period[7](index=7&type=chunk) - The company faces significant risks related to overseas market operations, exchange rates, global management, and new business model implementation[9](index=9&type=chunk) [Section 1 Definitions](index=4&type=section&id=%E7%AC%AC%E4%B8%80%E8%8A%82%20%E9%87%8A%E4%B9%89) This section provides definitions for key terms used throughout the report [Section 2 Company Profile and Key Financial Indicators](index=5&type=section&id=%E7%AC%AC%E4%BA%8C%E8%8A%82%20%E5%85%AC%E5%8F%B8%E7%AE%80%E4%BB%8B%E5%92%8C%E4%B8%BB%E8%A6%81%E8%B4%A2%E5%8A%A1%E6%8C%87%E6%A0%87) This section presents the company's profile and highlights key financial data and indicators for the reporting period [Key Accounting Data and Financial Indicators](index=5&type=section&id=%E4%B8%83%E3%80%81%E5%85%AC%E5%8F%B8%E4%B8%BB%E8%A6%81%E4%BC%9A%E8%AE%A1%E6%95%B0%E6%8D%AE%E5%92%8C%E8%B4%A2%E5%8A%A1%E6%8C%87%E6%A0%87) Revenue and profit declined year-over-year, with operating cash flow turning negative due to project delays, demand fluctuations, and increased investments Key Accounting Data (Jan-Jun 2025 vs Prior Year Period) | Indicator | Current Period (Jan-Jun) (CNY) | Prior Year Period (CNY) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,923,978,480.77 | 2,254,754,065.49 | -14.67% | | Total Profit | 425,760,540.15 | 613,707,161.74 | -30.62% | | Net Profit Attributable to Shareholders | 395,934,644.46 | 533,162,470.28 | -25.74% | | Net Cash Flow from Operating Activities | -11,112,067.97 | 339,375,381.38 | -103.27% | Key Financial Indicators (Jan-Jun 2025 vs Prior Year Period) | Indicator | Current Period (Jan-Jun) | Prior Year Period | YoY Change | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (CNY/Share) | 0.82 | 1.10 | -25.45% | | Weighted Average Return on Equity (%) | 5.44% | 7.77% | Decrease of 2.33 percentage points | - The year-over-year decrease in total profit was mainly due to **delayed execution of some domestic projects**, **fluctuating demand in certain overseas countries** leading to lower revenue, and **increased expenses from proactive counter-cyclical investments**[24](index=24&type=chunk) - The year-over-year decrease in net cash flow from operating activities was primarily caused by an **increase in inventory and operating receivables**[24](index=24&type=chunk) Non-recurring Profit and Loss Items and Amounts | Non-recurring Profit and Loss Item | Amount (CNY) | | :--- | :--- | | Gains/Losses from Disposal of Non-current Assets | 12,067,463.07 | | Government Grants Recognized in Current Profit or Loss | 12,921,409.64 | | Fair Value Changes and Disposal Gains/Losses on Financial Assets/Liabilities | 2,121,055.12 | | Total | 19,482,984.48 | [Section 3 Management Discussion and Analysis](index=7&type=section&id=%E7%AC%AC%E4%B8%89%E8%8A%82%20%E7%AE%A1%E7%90%86%E5%B1%82%E8%AE%A8%E8%AE%BA%E4%B8%8E%E5%88%86%E6%9E%90) This section details the company's business environment, operational performance, financial results, and risk management strategies for the reporting period [Industry and Core Business Overview](index=7&type=section&id=%E4%B8%80%E3%80%81%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E5%85%AC%E5%8F%B8%E6%89%80%E5%B1%9E%E8%A1%8C%E4%B8%9A%E5%8F%8A%E4%B8%BB%E8%90%A5%E4%B8%9A%E5%8A%A1%E6%83%85%E5%86%B5%E8%AF%B4%E6%98%8E) The company's core business in smart power and new energy systems benefits from global grid modernization and rapid growth in PV and energy storage installations - The company's products are mainly categorized into smart power distribution and utilization products and systems, and new energy products and system integration[29](index=29&type=chunk) Main Product Categories | Product Category | Specific Product Examples | | :--- | :--- | | Smart Power Distribution and Utilization Products & Systems | Smart meters, smart electricity terminals, smart ultrasonic water meters, smart gateways, distribution automation terminals, energy management systems, AI-based big data management and analytics software | | New Energy Products & System Integration | Charging piles, inverters, commercial & industrial energy storage, microgrid EMS, distributed power stations, microgrids, solar-storage-diesel, solar-storage-charging, and integrated energy management solutions | - Smart Power Distribution Industry: Global grid modernization spending is projected to reach **$400 billion** in 2025, with the smart meter market expected to reach **$29-36 billion**[32](index=32&type=chunk) - New Energy Industry: Global new PV installations are expected to grow from **585GW to 655GW** in 2025; global energy storage capacity will reach **449GWh**, a year-over-year increase of approximately **31.5%**[32](index=32&type=chunk) [Analysis of Operations](index=9&type=section&id=%E4%BA%8C%E3%80%81%E7%BB%8F%E8%90%A5%E6%83%85%E5%86%B5%E7%9A%84%E8%AE%A8%E8%AE%BA%E4%B8%8E%E5%88%86%E6%9E%90) The company proactively increased counter-cyclical investments to optimize its product and talent structure while advancing its smart power and new energy businesses [Smart Power Distribution and Utilization Business](index=9&type=section&id=%EF%BC%88%E4%B8%80%EF%BC%89%E6%99%BA%E8%83%BD%E9%85%8D%E7%94%A8%E7%94%B5%E4%B8%9A%E5%8A%A1) The company solidified its market position through localized overseas operations, a new factory launch, platform upgrades, and significant contract wins at home and abroad - Overseas Market: The **South African smart ultrasonic water meter factory** officially commenced operations, marking a key step in the localization of the smart water business[34](index=34&type=chunk) - Overseas Market: Launched the **"Orca" platform 10.0**, expanding system capacity from millions to tens of millions of sensor connections and integrating cutting-edge technologies like edge computing and AI[34](index=34&type=chunk) - Domestic Market: Won a **CNY 140 million** bid in the State Grid's centralized procurement for electricity metering products and a total of **CNY 149 million** for primary-secondary integrated products in the first regional joint tender for distribution networks[35](index=35&type=chunk) [New Energy Business](index=9&type=section&id=%EF%BC%88%E4%BA%8C%EF%BC%89%E6%96%B0%E8%83%BD%E6%BA%90%E4%B8%9A%E5%8A%A1) The company accelerated its global supply chain development and microgrid solution deployment while expanding its new energy channel business - Accelerated the establishment of local operating entities and WMS digital logistics systems in key regions to expand new energy channels in Europe, Asia, Africa, and Latin America[35](index=35&type=chunk) - Completed in-house R&D for key equipment and EMS systems for low and medium-voltage microgrid solutions, securing projects in Africa and Latin America for various applications like weak-grid communities and agricultural irrigation[35](index=35&type=chunk) [Financial Analysis of Key Operations](index=10&type=section&id=%E5%9B%9B%E3%80%81%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E4%B8%BB%E8%A6%81%E7%BB%8F%E8%90%A5%E6%83%85%E5%86%B5) Revenue and costs decreased while operating expenses rose, but financial expenses fell significantly due to exchange gains; cash flows were impacted by working capital changes and investment activities [Core Business Financial Analysis](index=10&type=section&id=(%E4%B8%80)%20%E4%B8%BB%E8%90%A5%E4%B8%9A%E5%8A%A1%E5%88%86%E6%9E%90) Revenue and costs declined, operating expenses increased, and financial expenses decreased significantly due to higher exchange gains, while operating cash flow turned negative Analysis of Financial Statement Item Changes (Jan-Jun 2025 vs Prior Year Period) | Item | Current Period (CNY) | Prior Year Period (CNY) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,923,978,480.77 | 2,254,754,065.49 | -14.67% | | Operating Costs | 1,124,417,324.03 | 1,258,237,236.04 | -10.64% | | Selling Expenses | 218,055,443.21 | 195,344,181.11 | 11.63% | | Financial Expenses | -135,727,398.09 | -53,482,228.53 | N/A (Mainly due to increased exchange gains) | | Net Cash Flow from Operating Activities | -11,112,067.97 | 339,375,381.38 | -103.27% | | Net Cash Flow from Investing Activities | 261,701,312.65 | -1,198,413,878.02 | 121.84% | - The change in financial expenses was primarily due to an **increase in foreign exchange gains**[38](index=38&type=chunk) - The change in net cash flow from operating activities was mainly due to an **increase in inventory and operating receivables** during the reporting period[38](index=38&type=chunk) [Analysis of Assets and Liabilities](index=10&type=section&id=(%E4%B8%89)%20%E8%B5%84%E4%BA%A7%E3%80%81%E8%B4%9F%E5%80%BA%E6%83%85%E5%86%B5%E5%88%86%E6%9E%90) Cash and equivalents decreased significantly due to dividends and share buybacks, while inventories and notes receivable grew; treasury stock increased substantially from repurchases Changes in Assets and Liabilities (Period-End vs Prior Year-End) | Item | Current Period-End (CNY) | Change vs Prior Year-End (%) | Explanation | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 1,292,208,704.13 | -49.93% | Mainly due to dividend payments, share repurchases, and purchase of large-denomination CDs with maturities over one year | | Notes Receivable | 17,364,443.51 | 159.26% | Mainly due to an increase in bank acceptance bills received during the period | | Inventories | 1,224,026,308.79 | 51.71% | Mainly due to increased stock preparation | | Short-term Borrowings | 138,463,888.89 | -34.40% | Mainly due to increased repayments during the period | | Treasury Stock | 100,985,747.40 | 236.56% | Mainly due to an increase in treasury stock from share repurchases | - Overseas assets amounted to **CNY 2,086,049,517.54**, accounting for **22.14%** of total assets[43](index=43&type=chunk) [Investment Analysis](index=12&type=section&id=(%E5%9B%9B)%20%E6%8A%95%E8%B5%84%E7%8A%B6%E5%86%B5%E5%88%86%E6%9E%90) External equity investment surged by 932.05%, driven by the establishment of a private equity fund with a professional investment firm to target strategic technology sectors External Equity Investment (CNY 10,000) | Indicator | Equity Investment in Reporting Period (CNY 10,000) | Equity Investment in Prior Year Period (CNY 10,000) | Change (%) | | :--- | :--- | :--- | :--- | | Equity Investment Amount | 61,879.85 | 5,995.81 | 932.05 | - The significant increase in equity investment was mainly due to the **co-establishment of a private equity fund partnership** with a professional investment firm, where the company and its wholly-owned subsidiary committed a total of **CNY 400 million**, representing a 50% stake[45](index=45&type=chunk)[48](index=48&type=chunk) - The fund primarily invests in upstream and downstream sectors of cutting-edge technology industries, including **new energy, energy algorithms, IoT technology, and smart manufacturing**[46](index=46&type=chunk) [Analysis of Major Subsidiaries and Investees](index=14&type=section&id=(%E5%85%AD)%20%E4%B8%BB%E8%A6%81%E6%8E%A7%E8%82%A1%E5%8F%82%E8%82%A1%E5%85%AC%E5%8F%B8%E5%88%86%E6%9E%90) Ningbo Holley-Meters Co., Ltd. remains a key subsidiary, while several other subsidiaries were disposed of, newly established, or deregistered without material impact on overall operations Financials of Major Subsidiary (Unit: CNY 10,000) | Company Name | Company Type | Main Business | Registered Capital | Operating Revenue | Net Profit | | :--- | :--- | :--- | :--- | :--- | :--- | | Ningbo Holley-Meters Co., Ltd. | Subsidiary | Smart Power Distribution | 35,000.00 | 40,939.18 | 5,884.54 | - During the reporting period, the company disposed of three subsidiaries (LIVOLTEK POLSKA, AGIL ENERGIA SOLAR SPAIN, HEXING ENERGY Z), established three new ones (HEXING ECO POWER SpA, HEXING ENERGY ZAMBIA, Hangzhou Lanjing Water Technology), and deregistered one (Zhejiang Hexing Supply Chain Management), with no significant impact[49](index=49&type=chunk)[50](index=50&type=chunk)[372](index=372&type=chunk) [Other Disclosures](index=15&type=section&id=%E4%BA%94%E3%80%81%E5%85%B6%E4%BB%96%E6%8A%AB%E9%9C%B2%E4%BA%8B%E9%A1%B9) The company actively manages operational risks, maintains a strong commitment to shareholder returns through dividends and buybacks, and upholds high standards of corporate governance [Potential Risks and Countermeasures](index=15&type=section&id=(%E4%B8%80)%20%E5%8F%AF%E8%83%BD%E9%9D%A2%E5%AF%B9%E7%9A%84%E9%A3%8E%E9%99%A9) The company faces risks from overseas operations, currency fluctuations, and global management, which it mitigates through localization, financial instruments, and digital systems - **Overseas Market Operation Risk**: Mitigated by implementing a localization strategy, including building overseas factories, hiring local employees, and deeply integrating into local supply chains to navigate trade protectionism and barriers[15](index=15&type=chunk)[51](index=51&type=chunk) - **Exchange Rate Risk**: Managed by using financial instruments such as forward contracts, foreign exchange options, and swaps to lock in exchange rates; overseas subsidiaries also use local currency loans for hedging, balance payables and receivables, and timely settlement[16](index=16&type=chunk)[52](index=52&type=chunk) - **Global Management Risk**: Addressed through cloud-based digital management systems for real-time data sharing and a comprehensive commercial, legal, and financial control platform to enhance compliance and risk management[16](index=16&type=chunk)[53](index=53&type=chunk) [Shareholder Returns and Corporate Governance](index=16&type=section&id=(%E4%BA%8C)%20%E5%85%B6%E4%BB%96%E6%8A%AB%E9%9C%B2%E4%BA%8B%E9%A1%B9) The company demonstrates a strong commitment to shareholder returns through nine consecutive years of cash dividends and a new share repurchase plan, while continuously refining its governance structure - **Shareholder Returns**: Since its listing in 2016, the company has paid cash dividends for **nine consecutive years**, with a cumulative total of approximately **CNY 2.306 billion** (pre-tax)[55](index=55&type=chunk) - **Shareholder Returns**: During the period, the company launched a share repurchase plan with a total amount of **CNY 100 million to CNY 200 million**, with the repurchased shares intended for employee stock ownership or equity incentive plans[55](index=55&type=chunk) - **Corporate Governance**: The company continuously enhances its governance system based on regulatory requirements, systematically revises internal policies, and refines its governance structure[56](index=56&type=chunk) [Section 4 Corporate Governance, Environment, and Society](index=18&type=section&id=%E7%AC%AC%E5%9B%9B%E8%8A%82%20%E5%85%AC%E5%8F%B8%E6%B2%BB%E7%90%86%E3%80%81%E7%8E%AF%E5%A2%83%E5%92%8C%E7%A4%BE%E4%BC%9A) This section covers changes in key management personnel, the profit distribution plan, environmental management practices, and the company's social responsibility initiatives [Changes in Directors, Supervisors, and Senior Management](index=18&type=section&id=%E4%B8%80%E3%80%81%E5%85%AC%E5%8F%B8%E8%91%A3%E4%BA%8B%E3%80%81%E7%9B%91%E4%BA%8B%E3%80%81%E9%AB%98%E7%BA%A7%E7%AE%A1%E7%90%86%E4%BA%BA%E5%91%98%E5%8F%98%E5%8A%A8%E6%83%85%E5%86%B5) During the reporting period, Supervisor Mr. Dai Yingpeng resigned for personal reasons and was replaced by Ms. Lou Xiaoli - Former Supervisor Mr. Dai Yingpeng resigned for personal reasons, and Ms. Lou Xiaoli was elected as the shareholder representative supervisor for the fifth session of the Supervisory Committee[58](index=58&type=chunk) [Profit Distribution Proposal](index=18&type=section&id=%E4%BA%8C%E3%80%81%E5%88%A9%E6%B6%A6%E5%88%86%E9%85%8D%E6%88%96%E8%B5%84%E6%9C%AC%E5%85%AC%E7%A7%AF%E9%87%91%E8%BD%AC%E5%A2%9E%E9%A2%84%E6%A1%88) No profit distribution or capitalization of capital reserves is proposed for this semi-annual period - No profit distribution or capitalization of capital reserves is planned for this reporting period[59](index=59&type=chunk) [Environmental Information](index=18&type=section&id=%E5%9B%9B%E3%80%81%E7%BA%B3%E5%85%A5%E7%8E%AF%E5%A2%83%E4%BF%A1%E6%81%AF%E4%BE%9D%E6%B3%95%E6%8A%AB%E9%9C%B2%E4%BC%81%E4%B8%9A%E5%90%8D%E5%8D%95%E7%9A%84%E4%B8%8A%E5%B8%82%E5%85%AC%E5%8F%B8%E5%8F%8A%E5%85%B6%E4%B8%BB%E8%A6%81%E5%AD%90%E5%85%AC%E5%8F%B8%E7%9A%84%E7%8E%AF%E5%A2%83%E4%BF%A1%E6%81%AF%E6%83%85%E5%86%B5) The company adheres to environmental regulations, maintains an ISO4001-certified management system, and ensures compliant pollutant discharge through regular monitoring and process upgrades - The company strictly complies with national environmental regulations, fulfills its environmental responsibilities, and has established a standardized environmental management system certified under ISO4001[61](index=61&type=chunk) - During the period, the company conducted regular monitoring of wastewater, exhaust gas, and noise, and upgraded its exhaust gas treatment facility from a photo-oxygen catalysis process to an activated carbon process, ensuring all pollutant emissions meet standards[61](index=61&type=chunk) [Rural Revitalization and Social Responsibility](index=19&type=section&id=%E4%BA%94%E3%80%81%E5%B7%A9%E5%9B%BA%E6%8B%93%E5%B1%95%E8%84%B1%E8%B4%AB%E6%94%BB%E5%9D%9A%E6%88%90%E6%9E%9C%E3%80%81%E4%B9%A1%E6%9D%91%E6%8C%AF%E5%85%B4%E7%AD%89%E5%B7%A5%E4%BD%9C%E5%85%B7%E4%BD%93%E6%83%85%E5%86%B5) The company supports community development through educational funding and university partnerships domestically, and by providing clean energy and water solutions and job training internationally - Domestically, the company participates in village-twinning programs, establishes educational support funds for rural students, and collaborates with universities on R&D and educational quality improvement[62](index=62&type=chunk) - Overseas, the company provides accessible and sustainable distributed energy and clean water solutions for local communities, while also training local youth to create employment opportunities[62](index=62&type=chunk) [Section 5 Significant Matters](index=20&type=section&id=%E7%AC%AC%E4%BA%94%E8%8A%82%20%E9%87%8D%E8%A6%81%E4%BA%8B%E9%A1%B9) This section details the fulfillment of commitments, major related-party transactions, and significant contracts and guarantees during the reporting period [Fulfillment of Commitments](index=20&type=section&id=%E4%B8%80%E3%80%81%E6%89%BF%E8%AF%BA%E4%BA%8B%E9%A1%B9%E5%B1%A5%E8%A1%8C%E6%83%85%E5%86%B5) Mr. Zhou Junhe has strictly adhered to his commitment not to reduce his holdings of company shares acquired through a recent transaction for a period of 12 months - Mr. Zhou Junhe has strictly fulfilled his commitment not to sell any company shares acquired in the transaction for 12 months following the registration transfer on May 5, 2025[64](index=64&type=chunk) [Major Related-Party Transactions](index=21&type=section&id=%E5%8D%81%E3%80%81%E9%87%8D%E5%A4%A7%E5%85%B3%E8%81%94%E4%BA%A4%E6%98%93) The company's estimated ordinary course related-party transactions for 2025, not exceeding CNY 707 million, have been approved by the Board and shareholders - The company's board approved the "Proposal on Estimated Ordinary Course Related-Party Transactions for 2025" on April 18, 2025, with an estimated total not exceeding **CNY 707 million**, which was subsequently approved at the 2024 Annual General Meeting[66](index=66&type=chunk) [Major Contracts and Guarantees](index=22&type=section&id=%E5%8D%81%E4%B8%80%E3%80%81%E9%87%8D%E5%A4%A7%E5%90%88%E5%90%8C%E5%8F%8A%E5%85%B6%E5%B1%A5%E8%A1%8C%E6%83%85%E5%86%B5) The company provided CNY 50 million in new guarantees to subsidiaries during the period, bringing the total outstanding guarantee balance to CNY 165.61 million Company Guarantee Summary (Unit: CNY) | Indicator | Amount | | :--- | :--- | | Guarantees Provided to Subsidiaries During the Period | 50,000,000.00 | | Outstanding Guarantee Balance for Subsidiaries at Period-End (B) | 165,610,200.00 | | Total Guarantees (A+B) | 165,610,200.00 | | Total Guarantees as a Percentage of Net Assets (%) | 2.34% | - All company guarantees are provided to its controlled subsidiaries[71](index=71&type=chunk) [Section 6 Changes in Share Capital and Shareholders](index=24&type=section&id=%E7%AC%AC%E5%85%AD%E8%8A%82%20%E8%82%A1%E4%BB%BD%E5%8F%98%E5%8A%A8%E5%8F%8A%E8%82%A1%E4%B8%9C%E6%83%85%E5%86%B5) This section outlines changes to the company's share capital due to share cancellations and provides an overview of the shareholder structure at the end of the period [Changes in Share Capital](index=24&type=section&id=%E4%B8%80%E3%80%81%E8%82%A1%E6%9C%AC%E5%8F%98%E5%8A%A8%E6%83%85%E5%86%B5) The company's total share capital decreased from 488,684,040 to 486,264,170 shares following the cancellation of 2,419,870 repurchased shares Share Capital Change Table (Unit: Shares) | | Shares Before Change | % Before Change | Change (+, -) | Shares After Change | % After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | II. Unrestricted Circulating Shares | 488,684,040 | 100 | -2,419,870 | 486,264,170 | 100 | | III. Total Shares | 488,684,040 | 100 | -2,419,870 | 486,264,170 | 100 | - The company changed the intended use of **2,419,870 shares** in its repurchase account from "for equity incentive or employee stock ownership plans" to "for cancellation to reduce registered capital," with the cancellation completed on March 12, 2025[75](index=75&type=chunk)[76](index=76&type=chunk) [Shareholder Information](index=25&type=section&id=%E4%BA%8C%E3%80%81%E8%82%A1%E4%B8%9C%E6%83%85%E5%86%B5) As of the period-end, the company had 26,742 shareholders, with Zhejiang Hexing Holding Group Co., Ltd. being the largest shareholder with a 49.30% stake - Total number of common shareholders at the end of the reporting period: **26,742**[77](index=77&type=chunk) Top Ten Shareholders (at Period-End) | Shareholder Name | Shares Held (Shares) | Percentage (%) | Shareholder Type | | :--- | :--- | :--- | :--- | | Zhejiang Hexing Holding Group Co., Ltd. | 239,713,292 | 49.30 | Domestic Non-State-Owned Legal Entity | | Li Xiaoqing | 42,964,103 | 8.84 | Domestic Natural Person | | Lishui Haiju Equity Investment Co., Ltd. | 33,821,701 | 6.96 | Domestic Non-State-Owned Legal Entity | | Zhou Liangzhang | 11,064,216 | 2.28 | Domestic Natural Person | | Hong Kong Securities Clearing Company Ltd. | 10,425,500 | 2.14 | Unknown | - At the end of the reporting period, the company's special repurchase account held a total of **3,749,780 shares**[80](index=80&type=chunk) - Hexing Holding is the company's controlling shareholder and also the controlling shareholder of Lishui Haiju; Mr. Zhou Liangzhang is the actual controller of the company[80](index=80&type=chunk) [Section 7 Bond-related Matters](index=28&type=section&id=%E7%AC%AC%E4%B8%83%E8%8A%82%20%E5%80%BA%E5%88%B8%E7%9B%B8%E5%85%B3%E6%83%85%E5%86%B5) The company has no outstanding corporate bonds, non-financial enterprise debt financing instruments, or convertible bonds - The company has no corporate bonds (including enterprise bonds), non-financial enterprise debt financing instruments, or convertible corporate bonds[83](index=83&type=chunk) [Section 8 Financial Report](index=29&type=section&id=%E7%AC%AC%E5%85%AB%E8%8A%82%20%E8%B4%A2%E5%8A%A1%E6%8A%A5%E5%91%8A) This section presents the unaudited financial statements, key accounting policies, and detailed notes on financial items for the semi-annual period ended June 30, 2025 [Financial Statements](index=29&type=section&id=%E4%BA%8C%E3%80%81%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8) This section provides the consolidated and parent company financial statements for the first half of 2025, reflecting the company's financial position and performance - The consolidated balance sheet shows total assets of **CNY 9,423,637,237.31**, total liabilities of **CNY 2,317,052,561.92**, and total equity attributable to parent company shareholders of **CNY 7,088,791,268.43**[86](index=86&type=chunk)[88](index=88&type=chunk) - The consolidated income statement shows total operating revenue of **CNY 1,923,978,480.77**, total profit of **CNY 425,760,540.15**, and net profit attributable to parent company shareholders of **CNY 395,934,644.46**[93](index=93&type=chunk)[95](index=95&type=chunk) - The consolidated cash flow statement shows net cash flow from operating activities of **-CNY 11,112,067.97**, from investing activities of **CNY 261,701,312.65**, and from financing activities of **-CNY 602,420,334.64**[100](index=100&type=chunk) [Company Basic Information](index=54&type=section&id=%E4%B8%89%E3%80%81%E5%85%AC%E5%8F%B8%E5%9F%BA%E6%9C%AC%E6%83%85%E5%86%B5) Hangzhou Hexing Electrical Co., Ltd., established in 2001 and listed on the Shanghai Stock Exchange in 2016, specializes in smart power and new energy products - Hangzhou Hexing Electrical Co., Ltd. was established on July 6, 2001, and its RMB ordinary A-shares were listed on the Shanghai Stock Exchange on November 10, 2016[120](index=120&type=chunk) - The company's main business includes the R&D, production, and sales of smart power distribution products and the provision of related system solutions[120](index=120&type=chunk) - The group's parent company is Zhejiang Hexing Holding Group Co., Ltd., and the ultimate controller is Mr. Zhou Liangzhang[120](index=120&type=chunk) [Significant Accounting Policies and Estimates](index=54&type=section&id=%E4%BA%94%E3%80%81%E9%87%8D%E8%A6%81%E4%BC%9A%E8%AE%A1%E6%94%BF%E7%AD%96%E5%8F%8A%E4%BC%9A%E8%AE%A1%E4%BC%B0%E8%AE%A1) This section details the company's accounting policies and estimates, which are based on enterprise accounting standards and tailored to its specific business operations - These financial statements comply with the requirements of the Enterprise Accounting Standards, providing a true and complete reflection of the company's and the group's financial position as of June 30, 2025, and their operating results and cash flows for the first half of 2025[124](index=124&type=chunk) - The group has formulated specific accounting policies and estimates based on its operational characteristics, particularly concerning bad debt provisions for receivables, inventory write-downs, depreciation, amortization, revenue recognition, and deferred tax asset recognition[123](index=123&type=chunk) [Taxes and Tax Preferences](index=72&type=section&id=%E5%85%AD%E3%80%81%E7%A8%8E%E9%A1%B9) The company is subject to various taxes but benefits from preferential policies, including a reduced income tax rate for high-tech enterprises and VAT refunds for software products Main Taxes and Tax Rates | Tax Type | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax (VAT) | Domestic product sales revenue | 13% | | Corporate Income Tax | Taxable income | Applicable rate | | Overseas Taxes | Tax regulations in various countries and regions | Applicable local rates | Preferential Corporate Income Tax Rates | Company Name | Preferential Rate | Applicable Years | | :--- | :--- | :--- | | Hangzhou Hexing Electrical Co., Ltd. | 15% | 2024-2026 | | Hangzhou Hexing Zeko Information Technology Co., Ltd. | 0% | 2023-2025 | - The Brazilian subsidiary ELETRA enjoys a **75% reduction** in corporate income tax, a **75% reduction** in the Tax on Circulation of Goods and Services (ICMS), and a **99.25% reduction** in the Industrialized Products Tax (IPI)[190](index=190&type=chunk)[191](index=191&type=chunk) [Notes to Consolidated Financial Statement Items](index=74&type=section&id=%E4%B8%83%E3%80%81%E5%90%88%E5%B9%B6%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8%E9%A1%B9%E7%9B%AE%E6%B3%A8%E9%87%8A) This section provides detailed disclosures and explanations for major items in the consolidated financial statements, including assets, liabilities, equity, income, and expenses - Cash and cash equivalents at period-end were **CNY 1,292,208,704.13**, a decrease of **49.93%** from the beginning of the period, mainly due to dividend payments, share repurchases, and the purchase of large-denomination CDs with maturities over one year[40](index=40&type=chunk)[193](index=193&type=chunk) - Inventories at period-end were **CNY 1,224,026,308.79**, an increase of **51.71%** from the beginning of the period, primarily due to increased stock preparation[41](index=41&type=chunk)[236](index=236&type=chunk) - Short-term borrowings at period-end were **CNY 138,463,888.89**, a decrease of **34.40%** from the beginning of the period, mainly due to increased repayments[41](index=41&type=chunk)[286](index=286&type=chunk) - Operating revenue was **CNY 1,923,978,480.77**, a year-over-year decrease of **14.67%**; operating costs were **CNY 1,124,417,324.03**, a year-over-year decrease of **10.64%**[38](index=38&type=chunk)[326](index=326&type=chunk) - Financial expenses were **-CNY 135,727,398.09**, a significant decrease compared to -CNY 53,482,228.53 in the prior year period, mainly due to increased foreign exchange gains[38](index=38&type=chunk)[338](index=338&type=chunk) [R&D Expenditures](index=131&type=section&id=%E5%85%AB%E3%80%81%E7%A0%94%E5%8F%91%E6%94%AF%E5%87%BA) Total R&D expenditure for the period was CNY 164.41 million, a 6.17% increase year-over-year, all of which was expensed R&D Expenditures by Nature | Item | Current Period (CNY) | Prior Period (CNY) | | :--- | :--- | :--- | | Employee Compensation and Benefits | 125,574,613.26 | 115,815,729.91 | | Project Research Fees | 7,004,705.32 | 5,561,762.17 | | Depreciation and Amortization | 6,900,040.33 | 5,502,685.55 | | Total | 164,414,102.83 | 154,852,956.27 | | Of which: Expensed R&D | 164,414,102.83 | 154,852,956.27 | - All R&D expenditures during the reporting period were expensed, with no capitalized R&D expenditures[369](index=369&type=chunk) [Changes in Consolidation Scope](index=131&type=section&id=%E4%B9%9D%E3%80%81%E5%90%88%E5%B9%B6%E8%8C%83%E5%9B%B4%E7%9A%84%E5%8F%98%E6%9B%B4) During the period, the company disposed of three subsidiaries, established three new ones, and deregistered one, with no material impact on overall operations - **Disposed Subsidiaries**: AGIL ENERGIA SOLAR SPAIN, S.L., LIVOLTEK POLSKA SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ, HEXING ENERGY SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ[371](index=371&type=chunk) - **Newly Established Subsidiaries**: HEXING ECO POWER SpA, HEXING ENERGY ZAMBIA LIMITED, Hangzhou Lanjing Water Technology Co., Ltd[372](index=372&type=chunk) - **Deregistered Subsidiary**: Zhejiang Hexing Supply Chain Management Co., Ltd[372](index=372&type=chunk) [Interests in Other Entities](index=133&type=section&id=%E5%8D%81%E3%80%81%E5%9C%A8%E5%85%B6%E4%BB%96%E4%B8%BB%E4%BD%93%E4%B8%AD%E7%9A%84%E6%9D%83%E7%9B%8A) The company holds interests in numerous domestic and international subsidiaries and several associate companies, with the total carrying value of investments in associates at CNY 81.74 million - The company has numerous domestic and international subsidiaries, including Ningbo Holley-Meters, Hexing Indonesia, Hexing Hong Kong, Hexing Brazil, and Nanjing Hexing, with business activities spanning manufacturing, trading, and investment holding[374](index=374&type=chunk)[375](index=375&type=chunk)[376](index=376&type=chunk)[377](index=377&type=chunk) Carrying Value of Investments in Key Associates | Item | Period-End Balance (CNY) | | :--- | :--- | | Total Carrying Value of Investments in Associates | 81,744,455.32 | | Of which: Net Profit | 17,453,980.40 | [Risks Related to Financial Instruments](index=141&type=section&id=%E5%8D%81%E4%BA%8C%E3%80%81%E4%B8%8E%E9%87%91%E8%9E%8D%E5%B7%A5%E5%85%B7%E7%9B%B8%E5%85%B3%E7%9A%84%E9%A3%8E%E9%99%A9) The company manages credit, liquidity, and market risks through credit reviews, receivables monitoring, and the use of financial instruments like foreign exchange hedging - The company is exposed to credit risk, liquidity risk, and market risk in its daily operations[386](index=386&type=chunk) - **Credit Risk Management**: The company trades with recognized, reputable third parties, conducts credit checks on all customers requiring credit terms, and continuously monitors accounts receivable balances[386](index=386&type=chunk) - **Market Risk (Exchange Rate Risk)**: The company faces transactional exchange rate risk and manages it through the use of foreign exchange forward contracts[391](index=391&type=chunk) [Fair Value Disclosures](index=146&type=section&id=%E5%8D%81%E4%B8%89%E3%80%81%E5%85%AC%E5%85%81%E4%BB%B7%E5%80%BC%E7%9A%84%E6%8A%AB%E9%9C%B2) The company's assets measured at fair value primarily consist of financial assets, which are valued using Level 2 and Level 3 inputs Total Assets Continuously Measured at Fair Value (Unit: CNY) | Item | Level 1 Fair Value | Level 2 Fair Value | Level 3 Fair Value | Total | | :--- | :--- | :--- | :--- | :--- | | Trading Financial Assets | - | 516,980,143.94 | - | 516,980,143.94 | | Other Equity Instrument Investments | - | - | 9,053,797.36 | 9,053,797.36 | | Notes Receivable Financing | 14,553,824.64 | - | - | 14,553,824.64 | | Other Non-current Financial Assets | - | - | 79,670,664.45 | 79,670,664.45 | | Total | 14,553,824.64 | 516,980,143.94 | 88,724,461.81 | 620,258,430.39 | - Unlisted equity instrument investments, classified as other equity instrument investments, are valued using the comparable company analysis method to estimate their fair value[405](index=405&type=chunk) - Unlisted debt instrument investments, classified as other non-current financial assets, are valued using the net asset value method of the underlying investment to estimate their fair value[405](index=405&type=chunk) [Related Parties and Transactions](index=149&type=section&id=%E5%8D%81%E5%9B%9B%E3%80%81%E5%85%B3%E8%81%94%E6%96%B9%E5%8F%8A%E5%85%B3%E8%81%94%E4%BA%A4%E6%98%93) The company engages in ordinary course transactions with related parties, including its parent company and other entities under common control by Mr. Zhou Liangzhang - The ultimate controlling party of the enterprise is Mr. Zhou Liangzhang, and the parent company is Zhejiang Hexing Holding Group Co., Ltd[409](index=409&type=chunk) Related-Party Purchases/Services Received (Current Period) | Related Party | Transaction Content | Amount (CNY) | | :--- | :--- | :--- | | Livoltek Power | Purchase of goods/services | 186,140,845.44 | | Ningbo Zelian | Purchase of goods/services | 116,880,481.01 | | Hangzhou Lihe | Purchase of goods/services | 20,199,735.31 | Related-Party Sales/Services Provided (Current Period) | Related Party | Transaction Content | Amount (CNY) | | :--- | :--- | :--- | | Livoltek Power | Sale of goods/services | 22,146,108.08 | | Ningbo Zelian | Sale of goods/services | 15,701,558.28 | | Hangzhou Lihe | Sale of goods/services | 7,510,642.24 | Key Management Personnel Compensation (Unit: CNY 10,000) | Item | Current Period (CNY 10,000) | Prior Period (CNY 10,000) | | :--- | :--- | :--- | | Key Management Personnel Compensation | 830.27 | 518.19 | [Commitments and Contingencies](index=153&type=section&id=%E5%8D%81%E5%85%AD%E3%80%81%E6%89%BF%E8%AF%BA%E5%8F%8A%E6%88%96%E6%9C%89%E4%BA%8B%E9%A1%B9) As of the period-end, the company had investment and capital commitments totaling CNY 92.76 million and no significant contingencies to disclose Significant Outstanding Commitments at Balance Sheet Date (Unit: CNY) | Item | Period-End Balance (CNY) | Beginning Balance (CNY) | | :--- | :--- | :--- | | Investment Commitments | 33,012,236.20 | 33,012,236.20 | | Capital Commitments | 59,746,188.70 | 49,505,819.00 | | Total | 92,758,424.90 | 82,518,055.20 | - The company has no significant contingencies that require disclosure[427](index=427&type=chunk) [Other Significant Matters](index=154&type=section&id=%E5%8D%81%E5%85%AB%E3%80%81%E5%85%B6%E4%BB%96%E9%87%8D%E8%A6%81%E4%BA%8B%E9%A1%B9) The company operates as a single business segment focused on smart meter sales, thus no detailed segment information is presented - For management purposes, the company is organized into a single operating segment focused on the sale of smart meters, and therefore does not present more detailed operating segment information[428](index=428&type=chunk) [Notes to Parent Company Financial Statement Items](index=155&type=section&id=%E5%8D%81%E4%B9%9D%E3%80%81%E6%AF%8D%E5%85%AC%E5%8F%B8%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8%E4%B8%BB%E8%A6%81%E9%A1%B9%E7%9B%AE%E6%B3%A8%E9%87%8A) This section provides detailed disclosures for major items in the parent company's financial statements, including receivables, long-term investments, revenue, and investment income - The parent company's accounts receivable had a carrying value of **CNY 1,362,776,506.77** at period-end, a slight decrease from the beginning of the period[433](index=433&type=chunk) - The parent company's long-term equity investments had a carrying value of **CNY 1,495,649,188.36** at period-end, an increase of **9.8%** from the beginning of the period[456](index=456&type=chunk) - The parent company's operating revenue was **CNY 1,255,998,063.76**, a year-over-year decrease of **25.39%**; operating costs were **CNY 748,212,226.00**, a year-over-year decrease of **21.32%**[462](index=462&type=chunk) - The parent company's investment income was **CNY 74,078,475.41**, a significant decrease from CNY 185,935,770.79 in the prior year period[464](index=464&type=chunk) [Supplementary Information](index=167&type=section&id=%E4%BA%8C%E5%8D%81%E3%80%81%E8%A1%A5%E5%85%85%E8%B5%84%E6%96%99) This section provides supplementary details on non-recurring items and key performance metrics like return on equity and earnings per share Detailed Schedule of Non-recurring Profit and Loss (Unit: CNY) | Item | Amount | | :--- | :--- | | Gains/Losses from Disposal of Non-current Assets | 12,067,463.07 | | Government Grants Recognized in Current Profit or Loss | 12,921,409.64 | | Fair Value Changes and Disposal Gains/Losses on Financial Assets/Liabilities | 2,121,055.12 | | Total | 19,482,984.48 | Return on Equity and Earnings Per Share | Profit for the Period | Weighted Average ROE (%) | Basic EPS | Diluted EPS | | :--- | :--- | :--- | :--- | | Net Profit Attributable to Common Shareholders | 5.44 | 0.82 | 0.82 | | Net Profit Attributable to Common Shareholders (Excluding Non-recurring Items) | 5.18 | 0.78 | 0.78 |

山金国际黄金股份有限公司 2025 年半年度报告全文 山金国际黄金股份有限公司 2025 年半年度报告 2025 年 8 月 1 山金国际黄金股份有限公司 2025 年半年度报告全文 第一节 重要提示、目录和释义 公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容 的真实、准确、完整，不存在虚假记载、误导性陈述或者重大遗漏，并承担 个别和连带的法律责任。 公司负责人刘钦、主管会计工作负责人宋忠山及会计机构负责人(会计主 管人员)刘卫民声明：保证本半年度报告中财务报告的真实、准确、完整。 所有董事均已出席了审议本次半年报的董事会会议。 1、公司主营业务可能存在金属价格波动、安全和环保及资源管理等风险， 敬请广大投资者注意投资风险。 2、公司已在本报告"第三节 管理层讨论与分析"中"十、公司面临的风 险和应对措施"部分，对可能面临的风险进行描述，敬请广大投资者留意查 阅。 公司计划不派发现金红利，不送红股，不以公积金转增股本。 2 | 第一节 | 重要提示、目录和释义 2 | | --- | --- | | 第二节 | 公司简介和主要财务指标 6 | | 第三节 | 管理层讨论与分析 8 | | 第四 ...