上海建科(603153) - 2025 Q2 - 季度财报

Item 1. Definitions This section provides definitions for key terms, entities, and the reporting period used throughout the financial report Definitions of Common Terms This chapter defines the abbreviations and full names of the company, major shareholders, related parties, and the reporting period used in the report - The report clarifies the abbreviations for key entities such as the company, major shareholders (e.g., Shanghai Guosheng Group, Shanghai SASAC), newly acquired company (Shangzi Company), and employee stock ownership platforms, defining the reporting period as January 1, 2025, to June 30, 2025[11] Item 2. Company Profile and Key Financial Indicators This section presents the company's fundamental information and a summary of its key financial performance during the reporting period Company Information This chapter provides the company's basic business registration information, including full Chinese and English names and abbreviations, legal representative, board secretary contact details, registered and office addresses, and stock listing information Company Information | Item | Information | | :--- | :--- | | Company's Full Chinese Name | 上海建科咨询集团股份有限公司 | | Company's Chinese Abbreviation | 上海建科 | | Stock Abbreviation | 上海建科 | | Stock Code | 603153 | | Listing Exchange | 上海证券交易所 | | Legal Representative | 王吉杰 | Key Accounting Data and Financial Indicators During the reporting period, the company's operating revenue slightly increased by 0.60% to 1.935 billion yuan, and net profit attributable to shareholders grew by 48.57% to 23.7561 million yuan under adjusted figures, primarily due to business expansion, cost control, and the consolidation of Shangzi Company in January 2025, with Shangzi's seasonal operations significantly impacting prior-year adjusted profit Key Accounting Data (Unit: Million Yuan) | Indicator | Current Reporting Period (Jan-Jun) | Prior Period (Adjusted) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,935.167 | 1,923.611 | 0.60 | | Net Profit Attributable to Shareholders of Listed Company | 23.756 | 15.990 | 48.57 | | Net Profit Attributable to Shareholders of Listed Company Excluding Non-Recurring Gains and Losses | -17.187 | -10.812 | Not Applicable | | Net Cash Flow from Operating Activities | -591.901 | -541.972 | Not Applicable | | Total Assets | 5,600.122 | 6,431.534 (Prior Year End) | -12.93 (vs. Prior Year End) | | Net Assets Attributable to Shareholders of Listed Company | 3,532.384 | 4,104.746 (Prior Year End) | -13.94 (vs. Prior Year End) | Key Financial Indicators | Indicator | Current Reporting Period (Jan-Jun) | Prior Period (Adjusted) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (Yuan/Share) | 0.06 | 0.04 | 50.00 | | Weighted Average Return on Net Assets (%) | 0.64 | 0.40 | Increased by 0.24 percentage points | - The company adjusted prior-period data due to the acquisition of Shangzi Company under common control in January 2025, with Shangzi Company's seasonal operations leading to a significant decrease in adjusted prior-period profit[21] Non-Recurring Gains and Losses and Amounts During the reporting period, the company's total non-recurring gains and losses amounted to 40.943 million yuan, primarily from government subsidies (39.7007 million yuan) and gains/losses from entrusted investments or asset management (4.328 million yuan) Non-Recurring Gains and Losses Items (Unit: Million Yuan) | Item | Amount | | :--- | :--- | | Government Subsidies Included in Current Profit and Loss | 39.701 | | Gains and Losses from Entrusted Investments or Asset Management | 4.328 | | Total Other Items | 3.246 | | Less: Impact of Income Tax and Minority Interests | -6.331 | | Total | 40.943 | Item 3. Management Discussion and Analysis This section provides an in-depth analysis of the company's operational performance, industry landscape, core competencies, and potential risks Overview of the Company's Industry and Main Business During the Reporting Period The macroeconomy is stable and improving, with policies like urban renewal, green low-carbon initiatives, and new quality productive forces offering industry opportunities; the company focuses on engineering consulting, testing technology, and environmental low-carbon services, extending its value chain upstream after consolidating Shangzi Company, with engineering consulting as the largest revenue source at 57.37% - The company believes that a stable and improving macroeconomy, coupled with policy support in areas such as urban renewal, safety and resilience, green and low-carbon initiatives, new quality productive forces (e.g., low-altitude economy, digitalization), and the "Belt and Road" initiative, creates favorable development conditions for the construction engineering industry[27][29][30][31][33] Main Business Revenue by Segment (Unit: Million Yuan) | Business Category | Main Revenue | Revenue Share (%) | Gross Profit | Gross Profit Margin (%) | | :--- | :--- | :--- | :--- | :--- | | Engineering Consulting Services | 1,108.479 | 57.37 | 254.339 | 22.94 | | Testing and Technical Services | 602.630 | 31.19 | 222.981 | 37.00 | | Environmental Low-Carbon Technology Services | 159.738 | 8.27 | 41.940 | 26.26 | | Special Engineering and Product Sales | 52.661 | 2.73 | 15.541 | 29.51 | | Other Businesses | 8.568 | 0.44 | 3.006 | 35.08 | | Total | 1,932.076 | 100.00 | 537.807 | 27.84 | Discussion and Analysis of Operations During the reporting period, the company achieved stable revenue and net profit growth, with initial success in strategic integration with Shangzi Company; the company continuously strengthened technological innovation, market expansion, and internal control, enhancing core competitiveness, and Shangzi Company completed its 2024 performance commitment after its acquisition and consolidation Key Operating Results for H1 2025 | Indicator | Amount | YoY Growth | | :--- | :--- | :--- | | Operating Revenue | 1.935 billion yuan | 0.60% | | Net Profit Attributable to Shareholders of Listed Company | 23.7561 million yuan | 48.57% | - The company successfully completed the integration and reorganization with Shangzi Company, achieving phased integration goals in organizational structure, personnel, and industry, with initial integration effectiveness evident[38][40] - The company consolidated Shangzi Company in January 2025; Shangzi Company committed to net profits attributable to shareholders of no less than 19 million yuan, 22 million yuan, and 25 million yuan for 2024, 2025, and 2026, respectively, and achieved 19.4734 million yuan in 2024, fulfilling its first-year performance commitment[45][46] Analysis of Core Competencies During the Reporting Period The company's core competencies are comprehensive professional technical service capabilities covering the entire industry chain, continuous scientific research and innovation capabilities derived from research institutes, a high-quality professional talent team, and a strong brand reputation in the engineering construction sector - The company possesses full-industry-chain core business capabilities, covering planning, design, testing, and management, with extensive experience in large and complex projects characterized by high difficulty, scale, depth, and precision[47] - The company boasts over twenty national and provincial-level R&D platforms, including a national enterprise technology center and a postdoctoral research workstation, demonstrating strong scientific research and innovation capabilities[48][49] - As of the end of the reporting period, the company has a high-caliber talent pool, with over 1,700 individuals holding doctoral or master's degrees, over 1,800 with senior professional titles, and nearly 2,000 with various registered professional qualifications[50] Analysis of Main Business During the reporting period, the company's operating revenue slightly increased by 0.60%, operating costs decreased by 0.76%, while sales, administrative, and R&D expenses all rose; net cash flow from operating activities was -592 million yuan due to increased employee compensation and tax payments, and net cash flow from investing activities was -765 million yuan primarily due to purchases of structured deposits and equity acquisition payments Changes in Major Financial Statement Items (Unit: Million Yuan) | Item | Current Period Amount | Prior Period Amount | Change Ratio (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,935.167 | 1,923.611 | 0.60 | | Operating Cost | 1,394.869 | 1,405.586 | -0.76 | | Selling Expenses | 78.939 | 74.678 | 5.70 | | Administrative Expenses | 295.856 | 289.368 | 2.24 | | R&D Expenses | 133.188 | 115.428 | 15.39 | | Net Cash Flow from Operating Activities | -591.901 | -541.972 | Not Applicable | | Net Cash Flow from Investing Activities | -765.059 | -200.134 | Not Applicable | - The increase in cash outflow from operating activities was primarily due to increased employee numbers and business scale, leading to higher payments for employee compensation and taxes; the significant increase in cash outflow from investing activities was mainly due to increased structured deposits not yet redeemed and payments for subsidiary equity acquisitions[55] Analysis of Assets and Liabilities As of the end of the reporting period, the company's total assets were 5.60 billion yuan, a 12.93% decrease from the beginning of the period, with monetary funds decreasing by 41.16% to 1.389 billion yuan due to bonus payments and equity acquisition; total liabilities were 1.79 billion yuan, also decreasing from the beginning of the period, maintaining a stable overall asset-liability structure Changes in Major Asset and Liability Items (Unit: Million Yuan) | Item Name | Current Period End Balance | Share of Total Assets (%) | Prior Year End Balance | Change from Prior Year End (%) | Primary Reason | | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 1,389.312 | 24.81 | 2,361.319 | -41.16 | Payment of bonuses, equity acquisition payments | | Receivables | 1,773.413 | 31.67 | 1,577.282 | 12.43 | - | | Fixed Assets | 1,511.318 | 26.99 | 1,534.983 | -1.54 | - | | Construction in Progress | 24.899 | 0.44 | 19.010 | 30.98 | Increase in prepaid equipment costs, etc. | | Short-Term Borrowings | 47.754 | 0.85 | 35.028 | 36.33 | Increased short-term funding needs of subsidiaries | Analysis of Investment Status The most significant equity investment during the reporting period was the 488 million yuan cash acquisition of 100% equity in Shanghai Investment Consulting Group Co., Ltd., consolidated in January 2025, with an impact of -53.625 million yuan on current period profit and loss Significant Equity Investments | Investee Company Name | Main Business | Investment Amount (Million Yuan) | Shareholding Ratio | Impact on Current Period Profit and Loss (Million Yuan) | | :--- | :--- | :--- | :--- | :--- | | Shanghai Investment Consulting Group Co., Ltd. | Consulting Industry | 487.818 | 100.00% | -53.625 | Analysis of Major Holding and Participating Companies During the reporting period, major subsidiaries like Shanghai Research Institute of Building Sciences and Shanghai Jianke Engineering Consulting saw steady performance improvements; newly consolidated Shanghai Investment Consulting Group Co., Ltd. exhibited significant seasonality with profits concentrated in Q4, resulting in a first-half loss and increased overall company profit seasonality Operating Performance of Major Subsidiaries (Unit: Million Yuan) | Company Name | Total Assets | Net Assets | Operating Revenue | Net Profit | | :--- | :--- | :--- | :--- | :--- | | Shanghai Research Institute of Building Sciences Co., Ltd. | 654.693 | 470.701 | 300.724 | 27.413 | | Shanghai Investment Consulting Group Co., Ltd. | 1,063.411 | 528.107 | 224.342 | -53.531 | | Shanghai Jianke Engineering Consulting Co., Ltd. | 1,234.413 | 850.490 | 822.691 | 50.858 | | Shanghai Jianke Testing Co., Ltd. | 395.275 | 263.775 | 217.182 | 24.699 | | Sichuan Heli Construction Engineering Testing and Appraisal Consulting Co., Ltd. | 112.603 | 65.618 | 60.230 | 10.037 | Potential Risks The company faces key risks including macroeconomic and industry volatility, talent loss and rising labor costs, intensified market competition, and the risk of bad debts from accounts receivable - The company identified four major risks: - Macroeconomic and Industry Volatility Risk: Business development is influenced by macroeconomic policies and economic cycles[66] - Talent Loss and Rising Labor Costs Risk: As a technology and talent-intensive industry, the loss of professional talent and increasing labor costs may impact competitiveness and gross profit margins[66] - Intensified Market Competition Risk: The industry is highly market-oriented, with a continuous increase in the number of institutions, leading to fierce competition[67] - Accounts Receivable Bad Debt Risk: Increased business revenue leads to a corresponding rise in accounts receivable, and some projects have long settlement cycles, posing a risk of bad debts[67] Item 4. Corporate Governance, Environment, and Society This section outlines changes in the company's governance structure, including personnel appointments, and details its profit distribution plans Changes in Directors and Senior Management During the reporting period, the company completed the re-election of its board of directors and appointed a new president and several senior management personnel, with Zhu Lei resigning as president due to retirement and Xia Bing taking over the position - In January 2025, Zhu Lei resigned as president due to retirement, and the board appointed Xia Bing as the company's president - In April 2025, the company completed the re-election of its board, electing 14 directors for the second board and appointing a new senior management team[79] Profit Distribution or Capital Reserve Conversion Plan The company has no profit distribution or capital reserve to share capital conversion plan for the first half of 2025 - The proposed semi-annual profit distribution plan and capital reserve to share capital conversion plan are not applicable[80] Item 5. Significant Matters This section details the company's fulfillment of commitments, significant related-party transactions, major contracts, and the progress of raised fund utilization Fulfillment of Commitments During the reporting period, the company, its controlling shareholders, directors, supervisors, and senior management strictly fulfilled all commitments made during the initial public offering, including share lock-ups, avoiding horizontal competition, regulating related-party transactions, and stabilizing stock prices, with no breaches; additionally, new performance commitments for the acquired Shanghai Investment Consulting Group Co., Ltd. for 2024-2026 were added - The company's controlling shareholders, shareholders holding 5% or more of shares, and directors, supervisors, and senior management strictly adhered to share lock-up commitments from the listing date, with lock-up periods of 12 or 36 months[84][85][86] - New performance commitment: Controlling shareholder Shanghai Guosheng Group committed that the target company (Shanghai Investment Consulting Group Co., Ltd.) will achieve net profits attributable to shareholders of no less than 19 million yuan, 22 million yuan, and 25 million yuan for 2024, 2025, and 2026, respectively[100] Significant Related-Party Transactions The most significant related-party transaction during the reporting period was the cash acquisition of 100% equity in Shanghai Investment Consulting Group Co., Ltd., approved by the general meeting of shareholders at the end of 2024, with business registration completed and consolidation in January 2025; routine related-party transactions have been estimated and disclosed as required - The company's cash acquisition of 100% equity in Shanghai Investment Consulting Group Co., Ltd. constituted a significant related-party transaction, with all decision-making procedures completed and the target company consolidated into the financial statements in January 2025[104][105] Significant Contracts and Their Fulfillment As of the end of the reporting period, the company's guarantee balance for subsidiaries was 314 million yuan, accounting for 8.90% of its net assets, with no external guarantees; there were no other significant entrustment, contracting, or leasing contracts Summary of Guarantees | Guarantee Category | Amount (Million Yuan) | Share of Company's Net Assets (%) | | :--- | :--- | :--- | | Company's External Guarantee Balance (A) | 0 | 0 | | Guarantees for Subsidiaries (B) | 314.264 | - | | Total Guarantees (A+B) | 314.264 | 8.90 | Explanation of Progress in Use of Raised Funds The company's net proceeds from its initial public offering were 599 million yuan, with cumulative investment reaching 603 million yuan by the end of the reporting period, representing a progress of 100.62%; funds were primarily allocated to core business capability enhancement, enterprise scientific innovation center and informatization construction, and digital technology industry capability improvement projects, with two projects already completed Overall Use of Raised Funds (Unit: Million Yuan) | Net Raised Funds | Total Cumulative Investment as of Reporting Period End | Cumulative Investment Progress (%) | | :--- | :--- | :--- | | 598.906 | 602.600 | 100.62 | Details of Raised Fund Investment Projects | Project Name | Planned Total Investment (Million Yuan) | Cumulative Investment (Million Yuan) | Investment Progress (%) | Date Project Reached Intended Usable State | | :--- | :--- | :--- | :--- | :--- | | Core Business Capability Enhancement Project | 292.936 | 296.075 | 101.07 | July 2024 (Completed) | | Enterprise Scientific Innovation Center and Informatization Capability Construction Project | 255.970 | 256.176 | 100.08 | March 2026 | | Digital Technology Industry Capability Enhancement Project | 50.000 | 50.349 | 100.70 | April 2024 (Completed) | Item 6. Share Changes and Shareholder Information This section provides an overview of the company's share capital structure and details of its major shareholders Shareholder Information As of the end of the reporting period, the company had 18,665 common shareholders; the top two shareholders, Shanghai Guosheng (Group) Co., Ltd. and Shanghai SASAC (Group) Co., Ltd., held 28.11% and 19.52% respectively, both being state-owned legal entities, indicating a stable and concentrated shareholding structure among the top ten shareholders Top Ten Shareholders' Shareholding | Shareholder Name | Number of Shares Held (Shares) | Percentage (%) | Shareholder Nature | | :--- | :--- | :--- | :--- | | Shanghai Guosheng (Group) Co., Ltd. | 115,200,000 | 28.11 | State-owned Legal Entity | | Shanghai SASAC (Group) Co., Ltd. | 80,000,000 | 19.52 | State-owned Legal Entity | | Shanghai Chengtou Holding Co., Ltd. | 32,000,000 | 7.81 | State-owned Legal Entity | | Guoxin Holdings (Shanghai) Co., Ltd. | 32,000,000 | 7.81 | State-owned Legal Entity | | Baoye Group Co., Ltd. | 32,000,000 | 7.81 | Domestic Non-State-owned Legal Entity | | Shanghai State-owned Capital Investment Co., Ltd. - Entrusted Management Account for State-owned Equity Fund Transferred to Social Security | 12,800,000 | 3.12 | State-owned Legal Entity | | Shanghai Jianhui Enterprise Consulting Partnership (Limited Partnership) | 8,717,251 | 2.13 | Domestic Non-State-owned Legal Entity | | Shanghai Jianxin Enterprise Consulting Partnership (Limited Partnership) | 6,541,251 | 1.60 | Domestic Non-State-owned Legal Entity | | Shanghai Jiansheng Enterprise Consulting Partnership (Limited Partnership) | 5,335,351 | 1.30 | Domestic Non-State-owned Legal Entity | | Shanghai Jianyun Enterprise Consulting Partnership (Limited Partnership) | 5,150,351 | 1.26 | Domestic Non-State-owned Legal Entity | Item 7. Bond-Related Information This section provides details on the company's bond and debt financing instruments Corporate Bonds and Non-Financial Enterprise Debt Financing Instruments During the reporting period, the company had no outstanding corporate bonds, enterprise bonds, or non-financial enterprise debt financing instruments - The company has no corporate bonds (including enterprise bonds), non-financial enterprise debt financing instruments, or convertible corporate bonds[126] Item 8. Financial Report This section contains the company's financial statements and accompanying notes for the reporting period Financial Statements This section includes the company's unaudited consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the first half of 2025 - This semi-annual report is unaudited[4] Notes to Financial Statements This section details the company's basic information, basis of financial statement preparation, significant accounting policies and estimates, and provides notes on major consolidated financial statement items, including changes in consolidation scope, related-party transactions, and financial instrument risks - In January 2025, the company underwent a business combination under common control, acquiring Shanghai Investment Consulting Group Co., Ltd. and consolidating it into its financial statements[415][416] - The company faces financial instrument risks primarily including credit risk, liquidity risk, and market risk, which are managed through customer credit assessment and maintaining sufficient bank credit lines[431]