三变科技(002112) - 2025 Q2 - 季度财报

Part I Important Notice, Table of Contents, and Definitions This section provides crucial disclaimers, outlines the report's structure, and defines key terms for clarity Important Notice This section emphasizes the board's and management's assurance of report accuracy and completeness, along with forward-looking statement risk warnings, and the company's plan against cash dividends or capital increases - The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, with no false statements, misleading representations, or major omissions[4] - The company's responsible person, head of accounting, and head of the accounting department declare the truthfulness, accuracy, and completeness of the financial report[4] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[5] Table of Contents This section lists the report's complete directory structure, including nine main chapters with corresponding page numbers, and provides a list of reference documents and their locations - The report comprises nine main chapters, covering important notices, company profile, management discussion and analysis, corporate governance, significant events, share changes, bond information, financial reports, and other submitted data[6] - Reference documents include financial statements signed and sealed by the legal representative, head of accounting, and head of the accounting department, as well as originals of all company documents and announcements publicly disclosed during the reporting period[8][9] Definitions This section defines common terms used in the report, including company names, related parties, main product types, and the reporting period, to ensure accurate understanding of the content Key Definitions | Definition Item | Definition Content | | :--- | :--- | | Company, This Company, Sanbian Sci-Tech | Sanbian Sci-Tech Co., Ltd | | Sanbian Microcredit Company, Sanbian Microcredit | Sanmen County Sanbian Microcredit Co., Ltd | | Sanbian Group, Controlling Shareholder | Zhejiang Sanbian Group Co., Ltd | | Beibu Gulf Group | Taizhou Beibu Gulf Economic Development Group Co., Ltd | | Sanmen Guochuang, Indirect Holding Company | Sanmen Guochuang Technology Investment Group Co., Ltd | | Sanbian Import & Export Company, Import & Export Company | Zhejiang Sanbian Import & Export Co., Ltd | | Sanbian Sci-Tech USA Inc., Sanbian USA | SANBIAN SCI-TECH USA INC | | Gelong M&A Fund | Guotai Junan Gelong M&A Equity Investment Fund (Shanghai) Partnership (Limited Partnership) | | Transformer | An electrical device that converts voltage and current into another (or several) different voltages and currents | | This Reporting Period, This Period | January 1, 2025 to June 30, 2025 | Part II Company Profile and Key Financial Indicators This section provides an overview of the company's basic information and presents key financial data and indicators for the reporting period I. Company Profile This section introduces the company's basic information, including stock abbreviation, code, listing exchange, Chinese and English names, and legal representative, along with contact details Company Basic Information | Stock Abbreviation | Sanbian Sci-Tech | | :--- | :--- | | Stock Code | 002112 | | Stock Exchange Listed On | Shenzhen Stock Exchange | | Company's Chinese Name | Sanbian Sci-Tech Co., Ltd | | Company's Legal Representative | Xie Weishi | Contact Information | Position | Name | Phone | | :--- | :--- | :--- | | Board Secretary | Zhang Rijiang | 0576-89319299 | | Securities Affairs Representative | Ni Xiaona | 0576-89319298 | IV. Key Accounting Data and Financial Indicators This section presents the company's key accounting data and financial indicators for the current reporting period compared to the same period last year, showing decreased revenue and net profit but significantly improved operating cash flow, and increased total assets and net assets Key Accounting Data and Financial Indicators (Current Period vs. Prior Year Period) | Indicator | Current Period (yuan) | Prior Year Period (yuan) | Change from Prior Year Period | | :--- | :--- | :--- | :--- | | Operating Revenue | 744,388,059.07 | 849,653,161.18 | -12.39% | | Net Profit Attributable to Shareholders of Listed Company | 32,573,958.32 | 51,948,011.03 | -37.30% | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-Recurring Gains and Losses | 31,698,275.21 | 50,532,770.74 | -37.27% | | Net Cash Flow from Operating Activities | 1,106,512.47 | -54,609,445.05 | 102.03% | | Basic Earnings Per Share (yuan/share) | 0.12 | 0.2 | -40.00% | | Diluted Earnings Per Share (yuan/share) | 0.12 | 0.2 | -40.00% | | Weighted Average Return on Net Assets | 4.84% | 9.18% | -4.34% | Key Accounting Data and Financial Indicators (End of Current Period vs. End of Prior Year) | Indicator | Balance at End of Current Period (yuan) | Balance at End of Prior Year (yuan) | Change from End of Prior Year | | :--- | :--- | :--- | :--- | | Total Assets | 2,332,436,597.98 | 2,152,617,400.98 | 8.35% | | Net Assets Attributable to Shareholders of Listed Company | 863,231,351.66 | 656,338,886.19 | 31.52% | V. Differences in Accounting Data Under Domestic and Overseas Accounting Standards This section states that there are no differences in net profit and net assets disclosed under International Accounting Standards or overseas accounting standards compared to Chinese Accounting Standards for the reporting period - The company's financial reports for the reporting period show no differences in net profit and net assets between International Accounting Standards and Chinese Accounting Standards[20] - The company's financial reports for the reporting period show no differences in net profit and net assets between overseas accounting standards and Chinese Accounting Standards[21] VI. Non-Recurring Gains and Losses Items and Amounts This section details the non-recurring gains and losses and their amounts for the reporting period, primarily including disposal gains/losses of non-current assets, government subsidies, capital occupation fees, and reversal of impairment provisions for receivables, totaling 875,683.11 yuan Non-Recurring Gains and Losses Items and Amounts | Item | Amount (yuan) | | :--- | :--- | | Gains and losses on disposal of non-current assets (including the write-off portion of asset impairment provisions already made) | -618,461.32 | | Government subsidies recognized in current profit and loss (excluding those closely related to the company's normal operations, compliant with national policies, enjoyed according to fixed standards, and having a continuous impact on the company's profit and loss) | 621,500.00 | | Capital occupation fees collected from non-financial enterprises recognized in current profit and loss | 43,693.08 | | Reversal of impairment provisions for receivables subject to separate impairment testing | 1,037,370.00 | | Other non-operating income and expenses apart from the above | -53,886.34 | | Less: Income tax impact | 154,532.31 | | Total | 875,683.11 | Part III Management Discussion and Analysis This section provides a comprehensive analysis of the company's operations, financial condition, and future outlook, including business activities, core competencies, and risk factors I. Main Business Activities During the Reporting Period This section elaborates on the company's main business, operating model, industry status, and operational analysis during the reporting period, focusing on transformer manufacturing, sales, and repair, adopting a "production-to-order" model, and addressing industry challenges through capacity optimization and technological innovation - The company primarily engages in the production, maintenance, servicing, and sales of transformers, motors, reactors, low-voltage complete sets of electrical equipment, and power transmission and transformation equipment, with products mainly used for power conversion and transmission[26] - The company adopts a 'production-to-order' operating model, with most highly specialized large transformers sold by order, and a small portion of standardized products produced in small quantities based on market demand before sale, primarily serving the domestic market with supplementary exports[26] - In the first half of 2025, China's transformer industry maintained stable growth, with an estimated output approaching 2 trillion volt-amperes, and strong international demand for Chinese transformer products, leading to record-high export values[29][30] Company Operating Performance in H1 2025 | Indicator | Amount (100 million yuan) | Year-on-Year Change | | :--- | :--- | :--- | | Operating Revenue | 7.44 | -12.39% | | Net Profit Attributable to Shareholders of Listed Company | 0.32574 | -37.30% | - The company continuously improved its R&D system, completing the design of 220kV three-side full-capacity medium-voltage split high-impedance transformers and extra-large capacity forced air-cooled generator transformers, applying for 1 utility model patent and obtaining 4 patents (including 1 invention patent) during the reporting period[33] II. Analysis of Core Competencies This section analyzes the company's core competitive advantages, including its flexible marketing management mechanism, strong technological R&D capabilities, solid industry position, efficient production capacity, and high-quality pre-sales and after-sales service support - The company has established a regionally precise sales model and a 'breakthrough by region' overseas market strategy to effectively respond to market changes and overcapacity issues[36] - The company possesses national-level postdoctoral research workstations and provincial transformer enterprise research institutes, with R&D capabilities for 500kV and below power transformers, and collaborates with renowned universities, holding 64 valid domestic patents[37] - The company participates in national and industry standard revisions, with its 500kV products receiving grid connection approval and orders from State Grid Corporation, enhancing its industry influence and competitiveness[38] - The company has introduced internationally advanced production and testing equipment from Germany, Canada, Austria, Japan, and other countries, enhancing production capacity for core processes across the entire value chain, ensuring product timeliness, quality, and quantity[39] - The company possesses strong customization service capabilities and a comprehensive after-sales service system, enabling timely response to customer needs and provision of professional technical support[41] III. Analysis of Main Business This section outlines the financial performance of the company's main business, detailing year-on-year changes in key financial data and the composition of operating revenue, revealing a decline in revenue and profit but improved operating cash flow, while also analyzing revenue contributions by product and region Year-on-Year Changes in Key Financial Data | Indicator | Current Period (yuan) | Prior Year Period (yuan) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 744,388,059.07 | 849,653,161.18 | -12.39% | | | Net Profit Attributable to Shareholders of Listed Company | 32,573,958.32 | 51,948,011.03 | -37.30% | | | Financial Expenses | 10,090,288.05 | 16,227,212.74 | -37.82% | Declining loan interest rates and reduced financing scale | | Income Tax Expense | 6,742,848.41 | 191,080.02 | 3,428.81% | Still offsetting losses in the same period last year | | Net Cash Flow from Operating Activities | 1,106,512.47 | -54,609,445.05 | 102.03% | Cash paid for goods and services decreased year-on-year | | Net Cash Flow from Financing Activities | 207,638,817.13 | 91,577,656.12 | 126.74% | Received private placement funds during the reporting period | Operating Revenue Composition (by Industry, Product, Region) | Category | Item | Current Period Amount (yuan) | Proportion of Operating Revenue | Prior Year Period Amount (yuan) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | By Industry | Power Transmission, Distribution and Control Equipment | 725,047,643.03 | 97.40% | 829,773,532.84 | 97.66% | -12.62% | | By Product | Oil-immersed Transformers | 434,591,287.76 | 58.38% | 381,654,223.23 | 44.92% | 13.87% | | | Dry-type Transformers | 81,064,307.04 | 10.89% | 68,393,887.10 | 8.05% | 18.53% | | | Combined Transformers | 209,392,048.23 | 28.13% | 379,725,422.51 | 44.69% | -44.86% | | By Region | Domestic | 729,889,465.38 | 98.05% | 807,914,261.57 | 95.09% | -9.66% | | | Overseas | 14,498,593.69 | 1.95% | 41,738,899.61 | 4.91% | -65.26% | IV. Analysis of Non-Core Business This section analyzes the impact of non-core business on the company's total profit, primarily including investment income, asset impairment, non-operating income, and expenses, none of which are sustainable Impact of Non-Core Business on Total Profit | Item | Amount (yuan) | Proportion of Total Profit | Reason for Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | -278,222.48 | -0.71% | Mainly due to interest expense on accounts receivable financing | No | | Asset Impairment | -4,575,126.60 | -11.64% | Impairment provision for inventory and quality assurance receivables recognized in this period | No | | Non-Operating Income | 2,320.00 | 0.01% | Quality penalty income | No | | Non-Operating Expenses | 56,206.34 | 0.14% | Late payment fee expense | No | V. Analysis of Assets and Liabilities This section analyzes significant changes in the company's asset and liability structure, showing an increase in cash and inventories, a decrease in accounts receivable and long-term borrowings, and discloses asset restrictions at period-end, primarily for mortgages and pledged borrowings Significant Changes in Asset Composition (End of Current Period vs. End of Prior Year) | Item | Balance at End of Current Period (yuan) | Proportion of Total Assets | Balance at End of Prior Year (yuan) | Proportion of Total Assets | Change in Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 383,530,162.20 | 16.44% | 238,969,859.99 | 11.10% | 5.34% | | Accounts Receivable | 675,227,765.46 | 28.95% | 796,393,422.18 | 37.00% | -8.05% | | Inventories | 708,197,568.11 | 30.36% | 530,208,665.18 | 24.63% | 5.73% | | Long-term Borrowings | 56,590,153.01 | 2.43% | 196,243,491.57 | 9.12% | -6.69% | Asset Restrictions as of the End of the Reporting Period | Item | Book Balance at Period-End (yuan) | Type of Restriction | Reason for Restriction | | :--- | :--- | :--- | :--- | | Fixed Assets | 180,032,338.53 | Mortgage | Mortgage loan | | Accounts Receivable | 91,549,260.63 | Pledge | Pledged loan | | Cash and Bank Balances | 79,814,623.79 | Pledge | Bill deposits and letters of credit, guarantees | | Intangible Assets | 49,944,509.06 | Mortgage | Mortgage loan | | Notes Receivable | 17,540,532.00 | Pledge | Pledged for opening domestic letters of credit | | Total | 418,881,264.01 | | | VI. Analysis of Investment Status This section states that the company had no significant equity investments, non-equity investments, securities investments, or derivative investments, nor any use of raised funds during the reporting period - The company had no significant equity investments during the reporting period[52] - The company had no securities investments or derivative investments during the reporting period[53] - The company had no use of raised funds during the reporting period[54] VII. Disposal of Major Assets and Equity This section confirms that the company did not dispose of any major assets or equity during the reporting period - The company did not dispose of major assets during the reporting period[55] - The company did not dispose of major equity during the reporting period[56] VIII. Analysis of Major Controlled and Invested Companies This section lists the basic financial information of the company's main controlled subsidiaries, Zhejiang Sanbian Import & Export Co., Ltd. and Sanbian Sci-Tech USA Inc., and states that there were no acquisitions or disposals of subsidiaries during the reporting period Financial Performance of Major Subsidiaries (H1 2025) | Company Name | Company Type | Main Business | Registered Capital (yuan) | Total Assets (yuan) | Net Assets (yuan) | Operating Profit (yuan) | Net Profit (yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zhejiang Sanbian Import & Export Co., Ltd | Subsidiary | Transformer import and export business | 10,000,000.00 | 2,958.57 | -118,991.76 | 507.65 | 507.65 | | Sanbian Sci-Tech USA Inc. | Subsidiary | Sales of various transformers and services | 142,566.00 | 50,511.87 | 50,511.87 | -61,935.21 | -61,935.21 | - The company neither acquired nor disposed of subsidiaries during the reporting period[57] IX. Information on Structured Entities Controlled by the Company This section states that the company had no controlled structured entities during the reporting period - The company had no controlled structured entities during the reporting period[57] X. Risks Faced by the Company and Countermeasures This section identifies the company's main risks, including intensified industry competition, raw material price fluctuations, exchange rate risks, and pressure on accounts receivable and inventories due to strong customers, proposing countermeasures such as strengthening macro policy research, adjusting industrial structure, exploring new markets, cost reduction, and enhancing product technological added value - Overcapacity in the power transmission and transformation equipment manufacturing industry leads to intensified competition and price reductions, posing challenges for the company in market expansion and profitability[58] - The cost of major raw materials (copper wire, steel, silicon steel sheets, etc.) accounts for a significant proportion, and price fluctuations directly impact the company's profitability[58] - Some products are exported to countries in Africa, West Asia, and Southeast Asia, presenting trade risks due to unfamiliarity with foreign policies and exchange rate fluctuations[58] - Customers (such as State Grid, central enterprises, and listed companies) are relatively strong, resulting in significant accounts receivable and finished goods inventory for the company[58] - The company will address risks by adjusting its industrial, product, and market structures, exploring emerging markets, improving manufacturing processes, strengthening supplier management, and enhancing the technological added value of its products[59] XI. Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan This section states that the company did not formulate a market value management system or disclose a valuation enhancement plan during the reporting period - The company has not formulated a market value management system[60] - The company has not disclosed a valuation enhancement plan[60] XII. Implementation of "Dual Improvement in Quality and Returns" Action Plan This section states that the company did not disclose an announcement regarding the "Dual Improvement in Quality and Returns" action plan during the reporting period - The company has not disclosed an announcement regarding the 'Dual Improvement in Quality and Returns' action plan[60] Part IV Corporate Governance, Environment, and Society This section covers the company's governance structure, environmental protection efforts, and social responsibility initiatives, including personnel changes and profit distribution plans I. Changes in Directors, Supervisors, and Senior Management This section discloses changes in the company's directors and senior management during the reporting period, including the election of Wu Chaoyang as a non-independent director and Yu Shangqun's resignation as general manager and director due to retirement Changes in Directors, Supervisors, and Senior Management | Name | Position Held | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | Wu Chaoyang | Director | Elected | February 10, 2025 | Elected as non-independent director | | Yu Shangqun | General Manager, Director, Member of Strategy Committee, Member of Nomination Committee, Member of Remuneration and Appraisal Committee | Dismissed | June 12, 2025 | Resigned from the positions of Director and General Manager of the company's seventh board of directors due to reaching statutory retirement age, and also resigned from the Strategy Committee, Remuneration and Appraisal Committee, and Nomination Committee. After resigning from these positions, Mr. Yu Shangqun no longer holds any positions in the company or its controlled subsidiaries | II. Profit Distribution and Capital Reserve Conversion to Share Capital in the Current Reporting Period This section states that the company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period[63] III. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures This section states that the company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period[64] IV. Environmental Information Disclosure This section discloses that the company and its major subsidiaries are included in the list of enterprises required to disclose environmental information by law, and provides an index for querying the environmental information disclosure report - The listed company and its major subsidiaries are included in the list of enterprises required to disclose environmental information by law[65] - The company's environmental information disclosure report can be accessed on the website of the Zhejiang Provincial Department of Ecology and Environment[65] V. Social Responsibility This section outlines the company's social responsibility practices, including establishing a sound corporate governance structure, prioritizing talent development, ensuring employee safety and health, actively protecting the environment, and participating in social welfare activities - The company has established a sound corporate governance structure, operating strictly in accordance with the rules of the three meetings, ensuring all shareholders equally enjoy their legitimate rights and interests[66] - The company values talent development, enhancing employee quality through career planning, on-the-job education, and internal training[66] - The company prioritizes employee safety and health, fully implementing safety production management, assigning responsibilities, strengthening inspections, and arranging annual health check-ups[66] - The company places high importance on environmental protection, strictly treating wastewater, exhaust gas, and solid waste in accordance with environmental regulations, and increasing R&D efforts for green products[66] - The company actively participates in social welfare and charitable causes, striving to create harmonious public relations[66] Part V Significant Events This section details significant events affecting the company, including commitments, related party transactions, litigation, and other material developments during the reporting period I. Commitments Fulfilled and Overdue Unfulfilled by the Company's Actual Controller, Shareholders, Related Parties, Acquirers, and Other Committed Parties During and as of the End of the Reporting Period This section states that the company had no commitments that were unfulfilled or overdue as of the end of the reporting period by its actual controller, shareholders, related parties, acquirers, or other committed parties - The company had no commitments that were fulfilled during the reporting period or overdue and unfulfilled as of the end of the reporting period by its actual controller, shareholders, related parties, acquirers, or other committed parties[68] II. Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties from the Listed Company This section states that there were no non-operating funds occupied by the controlling shareholder or other related parties from the listed company during the reporting period - There were no non-operating funds occupied by the controlling shareholder or other related parties from the listed company during the reporting period[69] III. Irregular External Guarantees This section states that the company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period[70] IV. Appointment and Dismissal of Accounting Firms This section states that the company's semi-annual report was not audited - The company's semi-annual report was not audited[71] VII. Bankruptcy and Reorganization Matters This section states that the company had no bankruptcy and reorganization matters during the reporting period - The company had no bankruptcy and reorganization matters during the reporting period[72] VIII. Litigation Matters This section discloses that the company had no significant litigation or arbitration matters during the reporting period, but its controlling shareholder was involved in a withdrawn minor lawsuit that had no material impact on the company's control or operations - The company had no significant litigation or arbitration matters during the current reporting period[73] Controlling Shareholder's Minor Litigation/Arbitration Status | Basic Information of Litigation (Arbitration) | Amount Involved (10,000 yuan) | Whether a Provision for Liabilities Was Formed | Progress of Litigation (Arbitration) | Outcome and Impact of Litigation (Arbitration) | | :--- | :--- | :--- | :--- | :--- | | Summary of minor litigation/arbitration where the company's controlling shareholder was a defendant, not meeting the disclosure threshold for significant litigation | 1,600.00 | No | Withdrawn | No significant impact on the stability of the company's control and production operations | X. Penalties and Rectification This section states that the company had no penalties or rectification situations during the reporting period - The company had no penalties or rectification situations during the reporting period[74] XI. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller This section states that the company, its controlling shareholder, and actual controller maintain good integrity, with no inapplicable situations - There are no inapplicable situations regarding the integrity status of the company, its controlling shareholder, and actual controller[75] XII. Significant Related Party Transactions This section discloses significant related party transactions during the reporting period, primarily involving a private placement of A-shares and a factory building lease agreement with a related party - The company had no related party transactions related to daily operations, asset or equity acquisitions/disposals, joint external investments, or related party creditor-debtor relationships during the reporting period[75][76][77][78] - In June 2025, the company completed a private placement of 32,051,282 A-shares, raising a total of no more than 197.76 million yuan, with the newly issued shares listed on the Shenzhen Stock Exchange on July 15, 2025[83] XIII. Significant Contracts and Their Performance This section discloses the company's leasing matters and significant guarantees during the reporting period, including property leases and a joint liability guarantee for Zhejiang Sanmen Pudong Electric Appliance Co., Ltd., with a guarantee balance of 70 million yuan - During the reporting period, the company had property leasing matters, with total expenses of 184,200 yuan[87] External Guarantees by the Company and its Subsidiaries (Excluding Guarantees to Subsidiaries) | Name of Guaranteed Party | Guarantee Limit (10,000 yuan) | Actual Guarantee Amount (10,000 yuan) | Type of Guarantee | Guarantee Period | Whether Fulfilled | | :--- | :--- | :--- | :--- | :--- | :--- | | Zhejiang Sanmen Pudong Electric Appliance Co., Ltd | 7,000 | 2,000 | Joint and several liability guarantee | April 26, 2025 | Yes | | Zhejiang Sanmen Pudong Electric Appliance Co., Ltd | 7,000 | 2,000 | Joint and several liability guarantee | October 28, 2025 | No | | Zhejiang Sanmen Pudong Electric Appliance Co., Ltd | 7,000 | 3,000 | Joint and several liability guarantee | October 29, 2025 | No | | Zhejiang Sanmen Pudong Electric Appliance Co., Ltd | 7,000 | 2,000 | Joint and several liability guarantee | October 29, 2025 | No | | Total actual external guarantee balance at the end of the reporting period | | 7,000 | | | | - The company had no entrusted wealth management or other significant contracts during the reporting period[91][92] XIV. Explanation of Other Significant Matters This section details other important matters for the company during the reporting period, including the liquidation progress of Guotai Junan Gelong M&A Equity Investment Fund, the private placement of A-shares, and the lease of a new energy delivery center factory building - Guotai Junan Gelong M&A Equity Investment Fund held a partner meeting on November 13, 2023, agreeing to liquidation, and received a court order to enter liquidation proceedings on March 4, 2025; liquidation work is still ongoing[93][94] - On June 20, 2025, the company completed the capital verification for the private placement of 32,051,282 A-shares, with the issue price adjusted to 6.17 yuan/share, raising a total of no more than 197.76 million yuan, and the newly issued shares were listed on the Shenzhen Stock Exchange on July 15, 2025[97][98] - In November 2024, the company added a production center for the 'New Energy Delivery Center Technical Transformation Project,' and on June 23, 2025, approved leasing the factory building from a related party at an annual price of 7.318 million yuan for a three-year term[99] XV. Significant Matters of Company Subsidiaries This section states that the company's subsidiaries had no significant matters during the reporting period - The company's subsidiaries had no significant matters during the reporting period[100] Part VI Share Changes and Shareholder Information This section details changes in the company's share capital and structure, including shareholder numbers and holdings, and confirms no changes in controlling shareholder or actual controller I. Share Changes This section details changes in the company's total shares and structure, primarily due to an increase in restricted shares following a senior executive's departure and an increase in total shares from a private placement of A-shares Share Changes (shares) | Item | Number Before Change | Proportion Before Change | Increase/Decrease in This Change (+, -) | Number After Change | Proportion After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 0 | 0.00% | 450.00 | 450.00 | 0.00% | | 3. Other Domestic Shares | 0 | 0.00% | 450.00 | 450.00 | 0.00% | | II. Unrestricted Shares | 262,080,000.00 | 100.00% | -450.00 | 262,079,550.00 | 100.00% | | III. Total Shares | 262,080,000.00 | 100.00% | 0 | 262,080,000.00 | 100.00% | - The main reason for share changes is the departure of Mr. Dai Jun, a senior executive, whose shares are locked for 6 months from the date of departure and are subject to a restriction of reducing holdings by no more than 25% of total shares annually[103] Changes in Restricted Shares (shares) | Shareholder Name | Restricted Shares at Beginning of Period | Restricted Shares Released in Current Period | Restricted Shares Increased in Current Period | Restricted Shares at End of Period | Reason for Restriction | Date of Release from Restriction | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Dai Jun | 0 | 0 | 450 | 450 | Senior executive departure lock-up | June 8, 2026 | II. Securities Issuance and Listing This section states that the company had no securities issuance and listing during the reporting period - The company had no securities issuance and listing during the reporting period[105] III. Number of Shareholders and Shareholding Status This section discloses the total number of ordinary shareholders and the shareholding status of the top 10 shareholders at the end of the reporting period, including their shareholding percentage, number of shares held, changes, and restricted share status - The total number of ordinary shareholders at the end of the reporting period was 42,313[106] Shareholding Status of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Percentage | Number of Shares Held at End of Reporting Period (shares) | Changes During Reporting Period (shares) | Number of Unrestricted Shares Held (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | | Zhejiang Sanbian Group Co., Ltd | State-owned Legal Person | 14.77% | 38,702,210 | 0 | 38,702,210 | | Industrial and Commercial Bank of China Co., Ltd. - Guotai Valuation Advantage Mixed Securities Investment Fund (LOF) | Other | 4.80% | 12,591,700 | 6,211,510 | 12,591,700 | | Shanghai Huapeng Asset Management Co., Ltd. - Huapeng Longruo Private Securities Investment Fund | Other | 1.27% | 3,330,000 | 0 | 3,330,000 | | Shanghai Huapeng Asset Management Co., Ltd. - Huapeng Gezhi Jingyi Private Investment Fund | Other | 1.23% | 3,230,000 | 3,230,000 | 3,230,000 | | Liu Lianrui | Domestic Natural Person | 1.00% | 2,628,200 | 2,628,200 | 2,628,200 | | Wang Lingbei | Domestic Natural Person | 0.89% | 2,321,700 | -2,777,500 | 2,321,700 | | Zhu Feng | Domestic Natural Person | 0.87% | 2,277,519 | 2,277,519 | 2,277,519 | | Wang Jie | Domestic Natural Person | 0.73% | 1,915,000 | 1,915,000 | 1,915,000 | | Shanghai Huapeng Asset Management Co., Ltd. - Huapeng Jiaoru Private Securities Investment Fund | Other | 0.61% | 1,600,000 | 1,600,000 | 1,600,000 | | National Social Security Fund Portfolio 111 | Other | 0.61% | 1,587,000 | 1,587,000 | 1,587,000 | - The company is unaware if there are any related party relationships or concerted actions among the aforementioned shareholders[107] IV. Changes in Shareholdings of Directors, Supervisors, and Senior Management This section states that there were no changes in the shareholdings of the company's directors, supervisors, and senior management during the reporting period - There were no changes in the shareholdings of the company's directors, supervisors, and senior management during the reporting period[109] V. Changes in Controlling Shareholder or Actual Controller This section states that there were no changes in the company's controlling shareholder or actual controller during the reporting period - The company's controlling shareholder did not change during the reporting period[110] - The company's actual controller did not change during the reporting period[111] Part VII Bond-Related Information This section states that the company had no bond-related information during the reporting period Bond-Related Information This section states that the company had no bond-related information during the reporting period - The company had no bond-related information during the reporting period[114] Part VIII Financial Report This section presents the company's unaudited semi-annual financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in equity, along with detailed notes on accounting policies and financial items I. Audit Report This section states that the company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited[116] II. Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the first half of 2025, comprehensively presenting the company's financial position and operating results Key Data from Consolidated Balance Sheet (June 30, 2025 vs. December 31, 2024) | Item | Balance at Period-End (yuan) | Balance at Beginning of Period (yuan) | | :--- | :--- | :--- | | Total Assets | 2,332,436,597.98 | 2,152,617,400.98 | | Total Liabilities | 1,469,205,246.32 | 1,496,278,514.79 | | Total Owners' Equity | 863,231,351.66 | 656,338,886.19 | | Share Capital | 294,131,282.00 | 262,080,000.00 | | Capital Reserve | 184,420,296.06 | 23,770,128.63 | Key Data from Consolidated Income Statement (H1 2025 vs. H1 2024) | Item | Amount for Current Period (yuan) | Amount for Prior Period (yuan) | | :--- | :--- | :--- | | Total Operating Revenue | 744,388,059.07 | 849,653,161.18 | | Operating Profit | 39,370,693.07 | 51,940,414.99 | | Net Profit | 32,573,958.32 | 51,948,011.03 | | Net Profit Attributable to Owners of the Parent Company | 32,573,958.32 | 51,948,011.03 | | Basic Earnings Per Share (yuan/share) | 0.12 | 0.2 | | Diluted Earnings Per Share (yuan/share) | 0.12 | 0.2 | Key Data from Consolidated Cash Flow Statement (H1 2025 vs. H1 2024) | Item | Amount for Current Period (yuan) | Amount for Prior Period (yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 1,106,512.47 | -54,609,445.05 | | Net Cash Flow from Investing Activities | -19,957,753.25 | 20,345,343.73 | | Net Cash Flow from Financing Activities | 207,638,817.13 | 91,577,656.12 | | Net Increase in Cash and Cash Equivalents | 188,785,288.07 | 57,712,754.29 | | Cash and Cash Equivalents at End of Period | 303,715,538.41 | 73,594,041.98 | III. Company Basic Information This section introduces the company's establishment background, registration information, share capital changes, and main business, confirming that the financial statements have been approved for issuance by the Board of Directors - The company was registered with the Zhejiang Administration for Industry and Commerce on December 29, 2001, with its headquarters in Taizhou City, Zhejiang Province[152] - The company's total share capital changed to 294,131,282 shares on June 30, 2025, with the newly issued shares listed on the Shenzhen Stock Exchange on July 15, 2025[153] - The company belongs to the industrial manufacturing sector, with its main business activities being the production, maintenance, and sales of transformers[154] IV. Basis of Financial Statement Preparation This section states that the company's financial statements are prepared on a going concern basis, and there are no matters or circumstances that raise significant doubts about its ability to continue as a going concern - The company's financial statements are prepared on a going concern basis[156] - There are no matters or circumstances that raise significant doubts about the company's ability to continue as a going concern for the 12 months from the end of the reporting period[157] V. Significant Accounting Policies and Accounting Estimates This section details the company's statement of compliance with enterprise accounting standards and specific accounting policies and estimates for financial instrument impairment, inventories, fixed asset depreciation, intangible assets, and revenue recognition, ensuring the accuracy and reliability of financial reporting - The financial statements prepared by the company comply with the requirements of enterprise accounting standards, truly and completely reflecting the company's financial position, operating results, and cash flows[159] - The company has formulated specific accounting policies and estimates for transactions and matters such as financial instrument impairment, inventories, fixed asset depreciation, construction in progress, intangible assets, and revenue recognition, based on its actual production and operating characteristics[158] Fixed Asset Depreciation Methods | Category | Depreciation Method | Depreciation Period | Salvage Rate | Annual Depreciation Rate | | :--- | :--- | :--- | :--- | :--- | | Buildings and Structures | Straight-line method | 8-35 | 3-5 | 12.13-2.71 | | General Equipment | Straight-line method | 5-10 | 3-5 | 19.40-9.50 | | Specialized Equipment | Straight-line method | 7-11 | 3-5 | 13.86-8.64 | | Transportation Vehicles | Straight-line method | 6-10 | 3-5 | 16.17-9.50 | - The company primarily sells transformer products, with revenue recognized at a point in time when performance obligations are satisfied; domestic sales revenue is recognized upon delivery to the buyer, while export sales revenue is recognized upon customs declaration, vessel loading, and obtaining the bill of lading[251] VI. Taxation This section lists the company's main tax categories and rates, including VAT, urban maintenance and construction tax, and corporate income tax, and discloses tax incentives enjoyed as a high-tech and advanced manufacturing enterprise Main Tax Categories and Rates | Tax Category | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax (VAT) | Sales of goods and taxable services income | 13% | | Urban Maintenance and Construction Tax | Actual amount of turnover tax paid | 5% | | Corporate Income Tax | Taxable income | 15%, 20%, 29% | | Land Use Tax | Appreciation generated from the compensated transfer of state-owned land use rights and property rights of buildings and other attachments on the land | 6 yuan/square meter | | Property Tax | Calculated ad valorem at 1.2% of the remaining value after a one-time deduction of 30% from the original value of the property; calculated ad rent at 12% of rental income | 1.2% | | Education Surcharge | Actual amount of turnover tax paid | 3% | | Local Education Surcharge | Actual amount of turnover tax paid | 2% | - As a high-tech enterprise, the company's corporate income tax for 2023-2025 is calculated at a 15% tax rate[274] - As an advanced manufacturing enterprise, from January 1, 2023, to December 31, 2027, the company is allowed to deduct 5% of the current period's deductible input VAT from its payable VAT[275] VII. Notes to Consolidated Financial Statement Items This section provides detailed notes for each item in the consolidated financial statements, covering cash and bank balances, notes and accounts receivable, contract assets, inventories, fixed assets, intangible assets, short-term borrowings, notes and accounts payable, contract liabilities, employee benefits payable, taxes payable, long-term borrowings, deferred income, share capital, capital reserves, other comprehensive income, retained earnings, operating revenue and costs, various expenses, other income, investment income, credit impairment losses, asset impairment losses, asset disposal gains, non-operating income and expenses, income tax expense, supplementary cash flow information, foreign currency monetary items, leases, and disclosures related to financial instrument risks and fair value Composition and Restricted Status of Cash and Bank Balances (Period-End Balance) | Item | Amount (yuan) | | :--- | :--- | | Cash on hand | 3,020.63 | | Bank deposits | 303,710,910.15 | | Other cash and bank balances | 79,816,231.42 | | Total | 383,530,162.20 | | Of which: Total amount deposited overseas | 54,821.42 | | Restricted other cash and bank balances (deposits) at period-end | 79,815,244.06 | Accounts Receivable and Impairment Provision Status (Period-End Balance) | Item | Book Balance (yuan) | Impairment Provision (yuan) | Book Value (yuan) | | :--- | :--- | :--- | :--- | | Accounts receivable for which impairment provision is made individually | 13,492,458.15 | 13,492,458.15 | 0.00 | | Accounts receivable for which impairment provision is made by portfolio | 734,228,318.38 | 59,000,552.92 | 675,227,765.46 | | Total | 747,720,776.53 | 72,493,011.07 | 675,227,765.46 | Inventory Classification and Impairment Provision (Period-End Balance) | Item | Book Balance (yuan) | Inventory Impairment Provision (yuan) | Book Value (yuan) | | :--- | :--- | :--- | :--- | | Raw Materials | 211,005,492.52 | 0.00 | 211,005,492.52 | | Work in Progress | 252,693,350.87 | 0.00 | 252,693,350.87 | | Finished Goods | 193,748,776.84 | 16,490,388.18 | 177,258,388.66 | | Contract Fulfillment Costs | 2,286,317.20 | 0.00 | 2,286,317.20 | | Goods Issued | 64,954,018.86 | 0.00 | 64,954,018.86 | | Total | 724,687,956.29 | 16,490,388.18 | 708,197,568.11 | Short-term Borrowings Classification (Period-End Balance) | Item | Amount (yuan) | | :--- | :--- | | Pledged borrowings | 52,607,771.77 | | Mortgage borrowings | 101,074,933.00 | | Credit borrowings | 393,000,000.00 | | Mortgage and pledged borrowings | 13,990,000.00 | | Discounted notes receivable not derecognized and not yet due | 2,970,000.00 | | Interest payable | 962,530.15 | | Total | 564,605,234.92 | Changes in Share Capital (Period-End Balance) | Item | Balance at Beginning of Period (yuan) | Increase/Decrease in This Change (+, -) (yuan) | Balance at Period-End (yuan) | | :--- | :--- | :--- | :--- | | Total Shares | 262,080,000.00 | 32,051,282.00 | 294,131,282.00 | Changes in Capital Reserve (Period-End Balance) | Item | Balance at Beginning of Period (yuan) | Increase in Current Period (yuan) | Balance at Period-End (yuan) | | :--- | :--- | :--- | :--- | | Capital premium (share premium) | 6,530,900.00 | 160,650,167.43 | 167,181,067.43 | | Other capital reserves | 17,239,228.63 | 0.00 | 17,239,228.63 | | Total | 23,770,128.63 | 160,650,167.43 | 184,420,296.06 | Operating Revenue and Operating Costs (H1 2025) | Item | Revenue (yuan) | Cost (yuan) | | :--- | :--- | :--- | | Main Business | 725,047,643.03 | 590,184,723.74 | | Other Business | 19,340,416.04 | 11,881,583.99 | | Total | 744,388,059.07 | 602,066,307.73 | Composition of R&D Expenses (H1 2025) | Item | Amount for Current Period (yuan) | | :--- | :--- | | Personnel and Labor Costs | 10,318,361.03 | | Direct Input Costs | 15,681,077.23 | | Depreciation and Long-term Amortized Expenses | 175,690.68 | | Other Expenses | 690,864.84 | | Total | 26,865,993.78 | - The company faces credit risk, liquidity risk, and market risk (interest rate risk and foreign exchange risk), and has formulated corresponding risk management policies and measures[452] VIII. Research and Development Expenses This section details the composition of the company's R&D expenses during the reporting period, primarily including personnel and labor costs, direct input costs, depreciation, and other expenses, totaling 26.87 million yuan Composition of R&D Expenses (H1 2025) | Item | Amount for Current Period (yuan) | Amount for Prior Period (yuan) | | :--- | :--- | :--- | | Personnel and Labor Costs | 10,318,361.03 | 9,060,333.60 | | Direct Input Costs | 15,681,077.23 | 15,858,554.18 | | Depreciation Expenses | 175,690.68 | 157,712.37 | | Other Expenses | 690,864.84 | 859,757.11 | | Total | 26,865,993.78 | 25,936,357.26 | IX. Interests in Other Entities This section discloses the company's equity interests in subsidiaries, listing the registered capital, business nature, and 100% shareholding ratio of Zhejiang Sanbian Import & Export Co., Ltd. and Sanbian Sci-Tech USA Inc Equity Interests in Subsidiaries | Subsidiary Name | Registered Capital (yuan) | Main Operating Location | Business Nature | Shareholding Percentage (Direct) | Acquisition Method | | :--- | :--- | :--- | :--- | :--- | :--- | | Zhejiang Sanbian Import & Export Co., Ltd | 10,000,000.00 | Sanmen, Zhejiang | Commercial | 100.00% | Establishment | | Sanbian Sci-Tech USA Inc. | 142,566.00 | California, USA | Commercial | 100.00% | Establishment | X. Government Grants This section discloses the company's government grant liability items (deferred income) and their changes during the reporting period, as well as the amount of government grants recognized in current profit and loss Liability Items Involving Government Grants (Deferred Income) | Accounting Account | Balance at Beginning of Period (yuan) | Amount Transferred to Other Income in Current Period (yuan) | Balance at Period-End (yuan) | Asset/Income Related | | :--- | :--- | :--- | :--- | :--- | | Deferred Income | 43,581,484.90 | 967,598.09 | 42,613,886.81 | Asset-related | Government Grants Recognized in Current Profit and Loss | Accounting Account | Amount for Current Period (yuan) | Amount for Prior Period (yuan) | | :--- | :--- | :--- | | Other Income | 1,589,098.09 | 1,135,200.00 | XI. Risks Related to Financial Instruments This section elaborates on the credit risk, liquidity risk, and market risk (interest rate risk and foreign exchange risk) faced by the company, and details the assessment methods and control measures adopted to manage these risks - The company manages credit risk by assessing significant increases in the credit risk of financial instruments and defining default and credit-impaired assets[454][455][456] - The company's credit risk primarily arises from cash and bank balances and receivables, and is controlled by depositing funds with financial institutions with higher credit ratings and regularly assessing customer credit[460][461] - The company manages liquidity risk by comprehensively utilizing various financing methods such as bill settlement and bank borrowings, and adopting an appropriate combination of long-term and short-term financing[463] - The company's cash flow interest rate risk is mainly related to floating-rate bank borrowings, but a 50 basis point change in interest rates would not have a significant impact on total profit and shareholders' equity[467] - The company's main activities are denominated in RMB, and the market risk from foreign exchange fluctuations is not significant[467] XII. Disclosure of Fair Value This section discloses the company's assets and liabilities measured at fair value at period-end, primarily including investments in other equity instruments and receivables financing, and explains the valuation techniques for Level 3 fair value measurements Fair Value Measurement Items at Period-End | Item | Level 3 Fair Value Measurement (yuan) | Total (yuan) | | :--- | :--- | :--- | | Investments in other equity instruments | 23,399,796.61 | 23,399,796.61 | | Receivables financing | 33,773,323.85 | 33,773,323.85 | - The fair value of receivables financing has a small difference from its book value, so the book value is used as fair value; investments in other equity instruments are valued using the equity method[471] XIII. Related Parties and Related Party Transactions This section discloses the company's parent company, ultimate controlling party, and related party transactions during the reporting period, including key management personnel compensation and sales agency service fees with a company established by former employees - The company's parent company is Zhejiang Sanbian Group Co., Ltd., with both shareholding and voting power ratios at 24.06%[472] - The ultimate controlling party of the enterprise is the Sanmen County People's Government of Zhejiang Province[472] Key Management Personnel Compensation | Item | Amount for Current Period (yuan) | Amount for Prior Period (yuan) | | :--- | :--- | :--- | | Key management personnel compensation | 1,369,135.79 | 1,586,213.94 | - From January to June 2025, the company settled 25.05 million yuan (excluding tax) in agency sales service fees through micro-companies established by former employees[476][477] XIV. Commitments and Contingencies This section states that as of the end of the reporting period, the company had no significant commitments or important contingencies requiring disclosure - As of June 30, 2025, the company had no significant commitments requiring disclosure[478] - The company had no important contingencies requiring disclosure[479] XV. Other Significant Matters This section states that the company's main business is the production and sale of transformer products, which are managed and evaluated as a whole, thus eliminating the need for segment information disclosure - The company's main business is the production and sale of transformer products, and this business is managed and evaluated as a whole, thus segment information disclosure is not required[480] XVI. Notes to Major Items in Parent Company Financial Statements This section provides detailed notes for major items in the parent company's financial statements, including accounts receivable, other receivables, long-term equity investments, operating revenue and costs, and investment income, reflecting the parent company's financial performance and asset-liability structure Parent Company Accounts Receivable and Impairment Provision Status (Period-End Balance) | Item | Book Balance (yuan) | Impairment Provision (yuan) | Book Value (yuan) | | :--- | :--- | :--- | :--- | | Accounts receivable for which impairment provision is made individually | 11,552,926.75 | 11,552,926.75 | 0.00 | | Accounts receivable for which impairment provision is made by portfolio | 734,228,318.38 | 59,000,552.92 | 675,227,765.46 | | Total | 745,781,245.13 | 70,553,479.67 | 675,227,765.46 | Parent Company Other Receivables and Impairment Provision Status (Period-End Balance) | Item | Book Balance (yuan) | Impairment Provision (yuan) | Book Value (yuan) | | :--- | :--- | :--- | :--- | | Other receivables for which impairment provision is made individually | 9,421,033.40 | 9,421,033.40 | 0.00 | | Other receivables for which impairment provision is made by portfolio | 46,819,515.10 | 5,494,021.48 | 41,325,493.62 | | Total | 56,240,548.50 | 14,915,054.88 | 41,325,493.62 | Parent Company Long-term Equity Investments (Period-End Balance) | Item | Book Balance (yuan) | Book Value (yuan) | | :--- | :--- | :--- | | Investments in subsidiaries | 10,142,566.00 | 10,142,566.00 | | Total | 10,142,566.00 | 10,142,566.00 | Parent Company Operating Revenue and Operating Costs (H1 2025) | Item | Revenue (yuan) | Cost (yuan) | | :--- | :--- | :--- | | Main Business | 725,047,643.03 | 590,184,723.74 | | Other Business | 19,340,416.04 | 11,881,583.99 | | Total | 744,388,059.07 | 602,066,307.73 | XVII. Supplementary Information This section provides supplementary financial information, including a detailed statement of non-recurring gains and losses, return on net assets, and earnings per share, confirming no differences in accounting data under domestic and overseas accounting standards Detailed Statement of Non-Recurring Gains and Losses for the Current Period | Item | Amount (yuan) | | :--- | :--- | | Gains and losses on disposal of non-current assets | -618,461.32 | | Government subsidies recognized in current profit and loss | 621,500.00 | | Capital occupation fees collected from non-financial enterprises recognized in current profit and loss | 43,693.08 | | Reversal of impairment provisions for receivables subject to separate impairment testing | 1,037,370.00 | | Other non-operating income and expenses apart from the above | -53,886.34 | | Less: Income tax impact | 154,532.31 | | Total | 875,683.11 | Return on Net Assets and Earnings Per Share | Profit for the Reporting Period | Weighted Average Return on Net Assets | Basic Earnings Per Share (yuan/share) | Diluted Earnings Per Share (yuan/share) | | :--- | :--- | :--- | :--- | | Net profit attributable to ordinary shareholders of the company | 4.84% | 0.12 | 0.12 | | Net profit attributable to ordinary shareholders of the company after deducting non-recurring gains and losses | 4.71% | 0.12 | 0.12 | - The company has no differences in net profit and net assets between financial reports disclosed under International Accounting Standards and Chinese Accounting Standards[519] Part IX Other Submitted Data This section includes additional data submissions, such as information on social safety issues, records of investor engagement activities, and related party f