Important Notice, Table of Contents, and Definitions This section provides an important notice, the report's table of contents, and definitions of key terms to ensure clarity and understanding of the semi-annual report Important Notice The Board of Directors, Supervisory Board, and senior management guarantee the accuracy and completeness of the semi-annual report, with forward-looking statements not constituting substantial commitments, and no cash dividends or bonus shares planned - The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content4 - Forward-looking statements regarding future plans and performance forecasts in this report do not constitute substantial commitments by the company to any investors or related parties4 - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital5 Table of Contents This section outlines the structure of the semi-annual report, including eight main chapters and their starting page numbers, providing quick navigation for investors - The report includes major sections such as Company Profile, Management Discussion and Analysis, Corporate Governance, Significant Matters, Share Changes, Bond Information, and Financial Report8 Definitions This section provides definitions for common terms and abbreviations of the company and its main subsidiaries to ensure clear understanding of the report content - "Company," "the Company," "Heyuan Gas," and "Listed Company" all refer to Hubei Heyuan Gas Co., Ltd13 - Lists names of several wholly-owned and controlled subsidiaries including Yichang Lantian, Heyuan Advanced Materials, Heyuan New Materials, and Qianjiang Specialty Gas13 Company Profile and Key Financial Indicators This section presents the company's fundamental information and key financial performance metrics, including revenue, net profit, cash flow, and asset growth, along with non-recurring gains and losses Company Profile This section provides the company's basic information, including stock name, code, listing exchange, legal representative, and contact details for the Board Secretary and Securities Affairs Representative, with no changes during the reporting period Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Heyuan Gas | | Stock Code | 002971 | | Listing Exchange | Shenzhen Stock Exchange | | Chinese Name | Hubei Heyuan Gas Co., Ltd. | | Legal Representative | Yang Tao | - The company's registered address, office address, website, email, information disclosure, and document storage locations remained unchanged during the reporting period1617 Key Accounting Data and Financial Indicators The company achieved year-on-year growth in operating revenue and net profit attributable to shareholders, with a significant increase in net cash flow from operating activities and steady growth in total assets and net assets attributable to shareholders Key Accounting Data and Financial Indicators (Current Period vs. Prior Year) | Indicator | Current Period (RMB) | Prior Year (RMB) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 805,684,974.97 | 771,988,093.96 | 4.36% | | Net Profit Attributable to Shareholders of Listed Company | 49,172,853.06 | 43,736,799.10 | 12.43% | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-Recurring Gains and Losses | 33,757,940.23 | 33,867,664.58 | -0.32% | | Net Cash Flow from Operating Activities | 45,488,041.91 | 11,043,622.96 | 311.89% | | Basic Earnings Per Share (RMB/share) | 0.23 | 0.21 | 9.52% | | Diluted Earnings Per Share (RMB/share) | 0.23 | 0.21 | 9.52% | | Weighted Average Return on Net Assets | 3.13% | 3.33% | -0.20% | Key Accounting Data and Financial Indicators (End of Current Period vs. End of Prior Year) | Indicator | End of Current Period (RMB) | End of Prior Year (RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 6,129,997,871.59 | 5,723,197,074.14 | 7.11% | | Net Assets Attributable to Shareholders of Listed Company | 1,581,083,924.52 | 1,566,262,167.00 | 0.95% | Differences in Accounting Data Under Domestic and Overseas Accounting Standards The company reported no differences in net profit and net assets between financial reports prepared under international or overseas accounting standards and Chinese accounting standards during the reporting period - During the reporting period, there were no differences in net profit and net assets between financial reports disclosed under International Accounting Standards and Chinese Accounting Standards20 - During the reporting period, there were no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese Accounting Standards21 Non-Recurring Gains and Losses and Amounts Total non-recurring gains and losses for the current reporting period amounted to RMB 15.41 million, primarily from government subsidies, alongside gains/losses from disposal of non-current assets and non-operating income/expenses Non-Recurring Gains and Losses and Amounts | Item | Amount (RMB) | | :--- | :--- | | Gains and losses from disposal of non-current assets | -1,120,801.18 | | Government subsidies recognized in current profit or loss | 22,911,856.96 | | Gains and losses from changes in fair value of financial assets and liabilities and their disposal | 291,464.37 | | Other non-operating income and expenses | -1,041,839.36 | | Less: Income tax impact | 3,161,513.84 | | Impact on minority interests (after tax) | 2,464,254.12 | | Total | 15,414,912.83 | - The company has no other profit or loss items that meet the definition of non-recurring gains and losses, nor does it classify non-recurring gains and losses as recurring gains and losses24 Management Discussion and Analysis This section provides an in-depth analysis of the company's main businesses, industry trends, competitive landscape, core competencies, and financial performance, along with identified risks and mitigation strategies Main Businesses Engaged by the Company During the Reporting Period The company focuses on R&D, production, sales, and services of various gas products and industrial tail gas recycling, forming six major business segments with diverse supply models and a comprehensive supply chain covering Central China and radiating nationwide - The company's main businesses are divided into six segments: bulk gases, electronic specialty gases and electronic chemicals, silicon-based functional new materials, tail gas recovery, clean energy, and industrial-grade chemicals26 - The company has 29 branches and subsidiaries, with a nationwide terminal sales network, establishing itself as a leading comprehensive gas company in China26 - The company's bulk gas business has formed a "cylinder gas, liquid gas, on-site gas supply, and industrial park pipeline" supply model, achieving full coverage in Central China and radiating nationwide28 Main Businesses and Products The company detailed its six business segments, with bulk gases covering Central China, electronic specialty gases and silicon-based new materials as future core competencies, and clean energy, tail gas recovery, and industrial chemicals supporting diversified operations - Bulk gases include medical oxygen, industrial oxygen, food-grade nitrogen, industrial nitrogen, argon, helium, carbon dioxide, acetylene, propane, and various mixed gases28 - Electronic specialty gases and electronic chemicals, along with silicon-based functional new materials, are crucial for building the company's future core competitiveness, having formed five major series of electronic specialty gas products: silicon-based, fluorine-based, ammonia-based, chlorine-based, and carbon-based3435 - The main products of the new projects in Qianjiang Electronic Specialty Gas Industrial Park have all been completed, with electronic-grade high-purity ammonia and high-purity carbon monoxide already in mass production and sales; products from the first phase of Yichang Electronic Specialty Gas Industrial Park are in trial production, aiming for stable production in the second half of 202536 - Clean energy primarily includes hydrogen for fuel cells, pure hydrogen, ultra-pure hydrogen, and liquefied natural gas, with the company having hydrogen production bases in Yichang and Qianjiang38 - Tail gas recovery involves on-site construction of recovery and purification devices to extract high-economic-value gases, achieving efficient resource utilization and energy conservation and environmental protection39 - Industrial-grade chemicals mainly include liquid ammonia and ammonia water, which can be sold as end products or used for hydrogen storage and conversion in tail gas recovery and as raw materials for electronic specialty gases40 Main Business Models The company employs a centralized procurement model, diverse direct sales channels including cylinder, liquid, on-site, and pipeline supply, and an optimized, safety-focused logistics system for efficient gas delivery - The company's procurement model is "headquarters centralized procurement, authorized implementation," with main raw materials including electricity, metallic silicon, and hydrochloric acid; electricity costs account for approximately 70% of traditional gas production costs414244 - The sales structure has been reorganized into seven major sales divisions, with sales models including cylinder gas, liquid gas, on-site gas production, pipeline gas supply, and tail gas recovery; pricing considers transportation distance, gas consumption, and regional supply and demand4748 - The logistics model primarily serves retail, distributing liquid products to subsidiaries and major customers via tank trucks, while cylinder gases are distributed by subsidiaries; geographic information systems optimize delivery routes, achieving vehicle utilization rates of over 90%4953 - Logistics safety management is central to the company, with transport vehicles equipped with global satellite positioning and remote monitoring systems for 24-hour full-process surveillance, ensuring transport safety54 Industry Development Status Industrial gases are fundamental to the national economy, with global and Chinese markets showing steady growth, particularly in electronic specialty gases driven by high-tech industries and accelerated domestic substitution, despite high entry barriers - Industrial gases are known as the "blood of industry," widely used in traditional and emerging industries such as chemicals, steel, electronics, and semiconductors56 - China's industrial gas market size is projected to reach RMB 284.2 billion by 2026, with an estimated compound annual growth rate of approximately 10%, surpassing the global market growth rate59 - Domestic substitution of electronic specialty gases is accelerating, with huge market potential driven by high-tech industries such as integrated circuits, display panels, and photovoltaics6176 - The application fields of functional silanes are continuously expanding, with China becoming the world's largest consumer market, consuming 277,500 tons in 20236264 - The industry has high barriers, mainly reflected in high technical requirements, significant capital investment, and stringent qualification barriers899091 Industry Development Stage The industrial gas industry in China, though starting later than in the West, is rapidly growing, driven by emerging sectors like semiconductors, with electronic specialty gases and functional silanes leading market expansion and domestic substitution - The global industrial gas market shows stable growth, with the Asia-Pacific region as the main growth engine; China's industrial gas market has an estimated compound annual growth rate of approximately 10%, higher than the global 7% growth rate5859 - The development of high-tech industries is accelerating domestic substitution of electronic specialty gases, with domestic manufacturers gradually breaking through technical barriers and continuously increasing market share61 - The application fields of functional silanes are continuously expanding, with China forming a globally leading production capacity and output scale, consuming 277,500 tons in 2023, and a market size reaching tens of billions of RMB6264 Cyclical Characteristics The industrial gas industry's cyclicality aligns with the national economy, but its broad application across diverse and anti-cyclical sectors, coupled with long-term contracts for on-site gas production, has significantly weakened its overall cyclical fluctuations - The industrial gas industry's cyclicality aligns with the overall national economic development cycle, but it is less affected by fluctuations in a single downstream industry66 - The rapid development of emerging industries such as new energy, new materials, and environmental protection, along with increased demand from anti-cyclical industries like food and beverage and healthcare, has further weakened the industry's cyclical fluctuations66 - On-site gas production projects in the bulk gas market typically sign minimum purchase volume contracts, with prices adjustable based on costs, ensuring relatively stable returns66 Industry Policy Environment The industrial gas sector is a high-tech industry strongly supported by national and local policies, encouraging development in bulk gases, electronic specialty gases, new materials, tail gas recovery, and clean energy, fostering innovation and sustainable growth - The industrial gas industry is one of the high-tech industries strongly supported by China's industrial policies67 - Policies such as the "Classification of Strategic Emerging Industries" and "Guidance for the Development of New Materials Industry" provide clear direction and a supportive environment for industry development67 - Policies promote the industry's development towards independent innovation, industrial upgrading, brand building, and energy conservation and emission reduction, while improving the industry's regulatory system68 Upstream and Downstream Industry Impact Upstream, industrial gas costs are primarily energy-driven for bulk gases, while specialty gases are more sensitive to raw material prices; downstream, diverse applications, especially in high-growth emerging sectors, coupled with low cost proportion, grant gas companies strong pricing power - Upstream industries mainly include equipment suppliers, energy providers, and basic chemical raw material suppliers, with bulk gas costs primarily concentrated in energy consumption69 - The raw material costs for synthesis gases, specialty gases, and functional silanes are relatively high, making them more susceptible to upstream industry influences69 - Downstream application areas are extensive, with gas demand growth in emerging industries (electronics, food, medicine, new energy, etc.) significantly surpassing traditional industries69 - Industrial gases account for a low proportion of downstream users' raw material costs and have inelastic demand, giving professional gas companies strong bargaining power and cost transfer capabilities69 Future Development Direction Specialty gases, particularly electronic specialty gases, are becoming critical for high-tech industries, with rapid market growth and accelerated domestic substitution driven by the pan-semiconductor supply chain, while functional silanes also see sustained growth, especially from new energy demand - The specialty gas industry is characterized by "high technical standards, high production barriers, and high gross profit margins"; its market share has long been monopolized by international giants, but domestic gas companies are developing rapidly, and localization rates are continuously increasing71 - China's specialty gas market size is projected to reach approximately RMB 80.8 billion by 2026, with an estimated compound annual growth rate of 18.76% from 2021-202671 - Electronic specialty gases are rapidly expanding, driven by the pan-semiconductor industry chain, including integrated circuits, display panels, photovoltaics, and new energy batteries, presenting immense market potential7376 - Driven by demand from the new energy sector, functional silanes will see rapid growth in composite materials, while traditional fields such as rubber processing, adhesives, coatings, and plastics processing will also maintain stable growth8586 Industry Barriers Significant entry barriers in the industrial gas industry include high technical demands for complex production and deep purification, substantial capital investment in fixed assets and specialized equipment, and stringent qualification requirements for hazardous chemicals - High technical requirements: numerous gas types, complex production processes, challenging deep purification for specialty gases, and long production processes with many by-products for functional silanes89 - High capital investment: production requires large-scale fixed asset investment, including specialized storage, transportation, and monitoring equipment90 - High qualification barriers: industrial gases, as hazardous chemicals, are strictly regulated, requiring multiple licenses for production, filling, storage, transportation, and operation, with long application cycles91 Market Competition Landscape The retail gas market is fragmented and domestic-led, while bulk gas is an oligopoly; electronic specialty gases are dominated by international giants, but domestic firms are rapidly expanding to achieve substitution, and the functional silane market is consolidating towards large, technologically advanced domestic players - The retail gas market is dominated by domestic enterprises and is regionally fragmented; the bulk gas supply market exhibits an oligopolistic structure92 - International giants dominate over 70% of the global electronic specialty gas supply market, with domestic enterprises holding less than 15%, but they are accelerating their entry into new specialty gas segments93 - The functional silane market is highly competitive, with China becoming a major production base, and future consolidation is expected towards enterprises with advantages in scale, technology, and cost9495 - The company's bulk gas business holds a competitive advantage in the Central China region, while its electronic specialty gas and new materials businesses, with the release of industrial park capacity, are planning to compete in national and international markets95 Company's Industry Position The company is a well-known comprehensive gas provider with strong regional leadership in traditional industrial gases, and as a new entrant in electronic specialty gases and new materials, it is rapidly expanding its core competitiveness and brand influence through project implementation and R&D to achieve domestic substitution and global competitiveness - The company is a well-known comprehensive gas company in China, upgrading from traditional bulk industrial gases to electronic specialty gases, electronic chemicals, and silicon-based functional new materials96 - In the traditional industrial gas sector, the company holds a strong competitive advantage in the Central China region, having established a "cylinder gas, liquid gas, on-site gas supply, and industrial park pipeline" supply model, maintaining a leading regional position97 - In emerging industries, the company is accelerating the commissioning of its two electronic specialty gas industrial park projects in Yichang and Qianjiang, vigorously expanding customers, and increasing R&D investment to drive market share growth through innovation98 - The company is committed to building Heyuan Gas into a comprehensive gas company with international competitiveness98 Analysis of Core Competencies The company's core competencies are built on strong brand reputation, diverse product offerings including traditional and emerging gases, robust marketing, advanced quality systems, solid technical strength, professional services, stable customer base, and an innovative full-产业链 circular supply system, significantly enhanced by new industrial parks - The company holds multiple honorary titles such as "National Specialized, Refined, and New 'Little Giant' Enterprise" and "Hubei Quality Product (Ultra-pure Ammonia)," enjoying a good brand reputation100 - Diverse product categories, covering six major segments, with capacity from two newly built industrial park projects gradually being released to meet the demands of emerging industries such as semiconductors, display panels, and photovoltaics101102 - Established an extensive marketing network and seven sales divisions, covering surrounding provinces and cities while actively expanding into national and international markets103 - Certified with the "Four Standards Integration" system, possesses an international first-class analysis and testing center, and holds various qualifications such as hazardous chemical operating licenses, ensuring a leading position in the industry104105106 - Employs over 160 R&D personnel, has signed industry-university-research cooperation agreements with multiple universities, and obtained 23 invention patents and 157 utility model patents107108109 - Provides customized solutions, possesses an efficient and safe logistics system, and a comprehensive terminal sales network, ensuring gas supply capabilities111112 - Stable customer structure, maintaining long-term cooperative relationships with representative enterprises in traditional and emerging industries such as metallurgy, chemicals, and electronics113 - Built a full-产业链 circular supply system based on gas separation technology, integrating industrial park gas demand, and recycling tail gas for reuse115116 Analysis of Main Business The company reported a 4.36% increase in operating revenue and a 2.54% increase in operating costs, with significant rises in administrative and financial expenses due to share-based payments and asset capitalization, while R&D investment decreased and net cash flow from operating activities surged by 311.89% due to VAT refunds Year-on-Year Changes in Key Financial Data | Item | Current Period (RMB) | Prior Year (RMB) | YoY Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 805,684,974.97 | 771,988,093.96 | 4.36% | No significant change | | Operating Cost | 639,814,383.92 | 623,939,281.65 | 2.54% | No significant change | | Administrative Expenses | 46,178,993.11 | 38,510,480.37 | 19.91% | Recognition of restricted stock share-based payment expenses of RMB 7.77 million | | Financial Expenses | 39,353,467.09 | 22,360,980.31 | 75.99% | Increase in financial expenses due to completion and capitalization of some construction projects | | R&D Investment | 16,877,533.34 | 23,644,088.58 | -28.62% | Phased completion of some R&D projects | | Net Cash Flow from Operating Activities | 45,488,041.91 | 11,043,622.96 | 311.89% | Increase in VAT immediate refunds received | | Net Cash Flow from Investing Activities | -205,343,362.66 | -544,924,777.02 | -62.32% | Decrease in cash outflow due to completion of some construction projects | | Net Cash Flow from Financing Activities | 129,212,207.21 | 556,937,284.47 | -76.80% | Reduction in debt financing scale | Operating Revenue Composition (by Product) | Product Category | Amount for Current Period (RMB) | Proportion of Operating Revenue (%) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Electronic Specialty Gases and Electronic Chemicals | 26,738,319.95 | 3.32% | -42.92% | | Bulk Gases | 398,023,125.68 | 49.40% | 10.38% | | Industrial-Grade Chemicals | 245,803,123.86 | 30.51% | -3.60% | | Clean Energy | 99,101,830.49 | 12.30% | 13.19% | | Tail Gas Recovery | 5,507,854.15 | 0.68% | -55.29% | | Other Items | 30,510,720.84 | 3.79% | 214.70% | Operating Revenue Composition (by Region) | Region | Amount for Current Period (RMB) | Proportion of Operating Revenue (%) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Within Hubei Province | 669,936,658.64 | 83.15% | 1.15% | | Outside Hubei Province | 135,748,316.33 | 16.85% | 23.76% | Analysis of Non-Core Business Non-core businesses contributed 38.03% to total profit, primarily from government subsidies (39.96%) and VAT additional deductions, with investment income and non-operating income also contributing, while non-current asset disposal losses and non-operating expenses had negative impacts Impact of Non-Core Business on Total Profit | Item | Amount (RMB) | Proportion of Total Profit (%) | Is it Sustainable | | :--- | :--- | :--- | :--- | | Investment Income | 291,464.37 | 0.51% | No | | Non-Operating Income | 763,204.49 | 1.33% | No | | Non-Operating Expenses | 1,837,109.43 | 3.20% | No | | Credit Impairment Losses | -2,740,970.26 | -4.78% | Yes | | Other Income (VAT immediate refund, personal income tax handling fees, VAT additional deduction) | 3,509,930.25 | 6.12% | Yes | | Other Income (Other government subsidy projects) | 22,911,856.96 | 39.96% | No | | Asset Disposal Gains and Losses | -1,088,735.60 | -1.90% | No | | Total | 21,809,640.78 | 38.03% | | Analysis of Assets and Liabilities At the end of the reporting period, total assets increased by 7.11% and net assets attributable to shareholders by 0.95%, with significant increases across various asset and liability categories, and a substantial portion of assets are restricted, primarily for loan collateral or finance leases Significant Changes in Asset Composition | Item | End of Current Period (RMB) | Proportion of Total Assets (%) | Change in Proportion (%) | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | | Monetary Capital | 479,047,036.30 | 7.81% | 0.87% | Increased by 20.57% from the beginning of the year, mainly due to an increase in deposits | | Accounts Receivable | 289,944,630.58 | 4.73% | 0.84% | Increased by 30.15% from the beginning of the year, mainly due to an increase in sales revenue | | Construction in Progress | 2,450,348,528.80 | 39.97% | 2.02% | No significant change | | Short-Term Borrowings | 938,050,000.00 | 15.30% | 3.48% | Increased by 38.64% from the beginning of the year, mainly due to operational development needs | | Contract Liabilities | 20,718,826.06 | 0.34% | 0.13% | Increased by 69.46% from the beginning of the year, mainly due to an increase in advance receipts for liquid ammonia and LNG | | Long-Term Borrowings | 363,418,480.49 | 5.93% | 2.01% | Increased by 61.90% from the beginning of the year, mainly due to operational development needs | | Receivables Financing | 34,705,243.28 | 0.57% | 0.39% | Increased by 238.21% from the beginning of the year, mainly due to an increase in bank acceptance bills with higher credit ratings held | | Other Receivables | 25,597,432.11 | 0.42% | 0.21% | Increased by 116.52% from the beginning of the year, mainly due to an increase in other receivable deposits, guarantees, and employee advances | | Other Non-Current Assets | 98,561,823.31 | 1.61% | 0.73% | Increased by 94.91% from the beginning of the year, mainly due to an increase in prepaid engineering and equipment costs | | Notes Payable | 191,000,000.00 | 3.12% | 2.27% | Increased by 293.78% from the beginning of the year, mainly due to new bill financing business | Asset Restrictions as of End of Reporting Period | Item | Restricted Book Value at Period End (RMB) | Restriction Status | | :--- | :--- | :--- | | Monetary Capital | 160,084,520.79 | Used for notes payable pledge and other guarantees | | Fixed Assets | 1,583,633,551.75 | Used for loan collateral or as finance lease assets | | Construction in Progress | 1,474,023,475.79 | Used for loan collateral or as finance lease assets | | Intangible Assets | 92,113,884.66 | Used for loan collateral | | Equity Pledge | 280,000,000.00 | Used for finance lease collateral | | Total | 3,589,855,432.99 | | Analysis of Investment Status The company's investment decreased by 58.29% year-on-year, with major non-equity projects like Yichang Electronic Specialty Gas and Functional Materials Industrial Park (Phase I) and new electronic specialty gas projects nearing completion, alongside holdings in funds and bank equity Investment Amount for the Reporting Period | Indicator | Amount (RMB) | | :--- | :--- | | Investment Amount for the Reporting Period | 292,092,075.98 | | Investment Amount for the Prior Year | 700,328,473.46 | | Change Rate | -58.29% | Major Non-Equity Investment Projects | Project Name | Amount Invested in Current Period (RMB) | Cumulative Actual Investment Amount as of End of Reporting Period (RMB) | Project Progress | | :--- | :--- | :--- | :--- | | Yichang Electronic Specialty Gas and Functional Materials Industrial Park Project (Phase I) | 234,602,427.65 | 2,078,528,593.10 | 99.00% | | New Electronic Specialty Gas and Electronic Chemicals Project | 29,717,121.85 | 667,239,233.30 | 99.00% | | Total | 264,319,549.50 | 2,745,767,826.40 | | - The company holds equity in Jiaotou Baishide Fund and Changyang Rural Commercial Bank, with a combined book value of RMB 14,180,000.00 at period-end138 Major Asset and Equity Sales The company did not engage in any major asset or equity sales during the reporting period - The company did not sell any major assets during the reporting period141 - The company did not sell any major equity during the reporting period142 Analysis of Major Holding and Participating Companies This section presents key financial information for the company's major holding and participating subsidiaries, highlighting Qianjiang Specialty Gas and Heyuan New Materials for their significant asset and net asset scales, with Heyuan New Materials also reporting positive operating and net profits Major Holding and Participating Companies | Company Name | Company Type | Registered Capital (RMB 10,000) | Total Assets (RMB 10,000) | Net Assets (RMB 10,000) | Operating Revenue (RMB 10,000) | Operating Profit (RMB 10,000) | Net Profit (RMB 10,000) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Qianjiang Specialty Gas | Subsidiary | 25,217.39 | 126,428.16 | 38,046.05 | 33,344.74 | -1,079.32 | -633.13 | | Heyuan New Materials | Subsidiary | 34,454.55 | 240,586.15 | 53,830.91 | 966.11 | 1,761.11 | 1,585.72 | | Qianjiang Heyuan | Subsidiary | 3,000.00 | 16,470.26 | 4,541.99 | 3,782.37 | 867.29 | 639.33 | | Jinxiao Heyuan | Subsidiary | 500.00 | 18,236.63 | 4,779.93 | 5,387.17 | 960.26 | 837.51 | Structured Entities Controlled by the Company The company did not control any structured entities during the reporting period - The company did not control any structured entities during the reporting period142 Risks Faced by the Company and Countermeasures The company addresses safety, policy, regulatory, cost, and market competition risks through a dual-prevention safety system, strategic diversification into emerging industries, stringent compliance, stable supplier relationships, and continuous innovation and market expansion - Safety production risks: Gas products and construction projects pose hazards; the company has established a dual prevention management system for safety risk identification and hazard investigation and rectification142143 - Industry policy risks: Downstream industries are highly affected by economic environment and policies; the company responds by diversifying product categories, dispersing customers, and strategically entering emerging industries144 - Industry regulatory risks: Industrial gases, as hazardous chemicals, are strictly regulated; the company ensures legal and compliant operations through its "Permit Management System"145146 - Production cost fluctuation risks: Electricity, raw material, and purchased gas costs are affected by market fluctuations; the company mitigates risks through market price adjustments, stable supplier relationships, and optimized resource allocation147148 - Market competition risks: The industry is highly competitive; the company responds through technological innovation, supply chain extension, market expansion, and enhancing service capabilities149150 Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan The company has formulated and disclosed its "Market Value Management System" in accordance with CSRC regulations to strengthen market value management and enhance investment value - The company has formulated and disclosed its "Market Value Management System," aimed at strengthening market value management and enhancing investment value151 Implementation of "Dual Improvement in Quality and Returns" Action Plan The company did not disclose any "Dual Improvement in Quality and Returns" action plan announcements during the reporting period - The company did not disclose any "Dual Improvement in Quality and Returns" action plan announcements152 Corporate Governance, Environment, and Society This section covers changes in the company's governance structure, profit distribution plans, equity incentive implementation, environmental information disclosure, and social responsibility initiatives Changes in Directors, Supervisors, and Senior Management There were no changes in the company's directors, supervisors, and senior management during the reporting period, with details available in the 2024 annual report - There were no changes in the company's directors, supervisors, and senior management during the reporting period153 Profit Distribution and Capital Reserve Conversion to Share Capital in Current Period 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 period154 Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company completed the initial grant registration for its 2024 restricted stock incentive plan in November and December 2024, granting 3.235 million restricted shares to 141 grantees at RMB 11.56 per share, with no unlocking as of the reporting period - The company reviewed, approved, and completed the initial grant registration for its 2024 restricted stock incentive plan in November and December 2024155 - A total of 141 incentive recipients were granted 3.235 million restricted shares at an exercise price of RMB 11.56/share in the initial grant155 - As of the reporting period, the aforementioned equity incentive plan has not been unlocked, and there is no implementation progress yet155 Environmental Information Disclosure Two of the company's major subsidiaries, Hubei Heyuan New Materials Co., Ltd. and Heyuan Qianjiang Electronic Materials Co., Ltd., are listed as enterprises required to disclose environmental information by law, with provided inquiry indexes - Two of the company's major subsidiaries are included in the list of enterprises required to disclose environmental information by law156 Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information by Law | No. | Enterprise Name | Inquiry Index for Environmental Information Disclosure Report | | :--- | :--- | :--- | | 1 | Hubei Heyuan New Materials Co., Ltd. | http://219.140.164.18:8007/hbyfpl/frontal/index.html/home/enterpriseInfo?XTXH=38534259-1b02-4e8c-b691-aa06020a90ff&XH=1715412932675036462592&year=2024 | | 2 | Heyuan Qianjiang Electronic Materials Co., Ltd. | https://www.hbqj.gov.cn/ssthjj/xwzx/gsgg/202504/t20250401_5597491.html | Social Responsibility The company actively fulfills its social responsibilities by supporting local economic development through tax contributions and job creation, undertaking rural revitalization initiatives with industrial, educational, and cultural assistance, and participating in various charitable activities - In the first half of 2025, the company paid RMB 9 million in taxes at its Changyang headquarters, with a total workforce of 1,814 employees, an increase of 7% year-on-year158 - Actively participates in the "Ten Thousand Enterprises Revitalize Ten Thousand Villages" rural revitalization initiative, continuously providing industrial, educational, and cultural assistance to disadvantaged townships159 - In 2025, the company donated a total of RMB 400,000 to Zhengjiabang Village, Longzhouping Town, Changyang County, and provided over RMB 9 million in financial support through the "Changyang Zhiyuan Development Fund"161 - In the first half of 2025, the company's cumulative donations for rural revitalization, education, healthcare, student aid, and disaster relief reached RMB 1.762 million162 Significant Matters This section details the fulfillment of commitments by the company and its related parties, absence of non-operating fund occupation or irregular external guarantees, and information on litigation, penalties, integrity, major contracts, and other significant events Fulfillment of Commitments The company, its actual controller, shareholders, directors, supervisors, and senior management all fulfilled their commitments during the reporting period, including share reduction, share repurchase, profit distribution, avoidance of horizontal competition, and equity incentive commitments, with no overdue unfulfilled commitments - The company's directors, supervisors, senior management, and shareholders holding over 5% of shares all committed not to transfer more than 25% of their total shares annually during their tenure and not to transfer shares within six months after resignation164 - The company, its controlling shareholder, and actual controller committed that the prospectus contains no false statements, and if there is a significant impact, shares will be repurchased according to law165166 - The company committed to implementing a continuous, stable, and proactive profit distribution policy, prioritizing cash dividends, with annual cash dividends not less than 10% of the distributable profit for the year166168 - The actual controller committed to avoiding horizontal competition and not illegally or improperly occupying company funds or providing guarantees in any manner168169 - The company and all incentive recipients committed to fulfilling their obligations related to the equity incentive plan; the company will not provide financial assistance, and incentive recipients will return any benefits obtained if information disclosure contains false statements170171 - All commitments were fulfilled on time, with no overdue unfulfilled situations171 Non-Operating Fund Occupation by Controlling Shareholder and Other Related Parties The company reported no non-operating fund occupation by controlling shareholders or other related parties during the reporting period - During the reporting period, there was no non-operating fund occupation by controlling shareholders or other related parties of the listed company172 Irregular External Guarantees The company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period173 Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was not audited - The company's semi-annual report was not audited174 Board of Directors' and Supervisory Board's Explanation on "Non-Standard Audit Report" for the Current Period This item is not applicable as the company's semi-annual report was not audited - As the company's semi-annual report was not audited, the explanation for a "non-standard audit report" is not applicable175 Board of Directors' Explanation on "Non-Standard Audit Report" for the Prior Year This item is not applicable - This item is not applicable175 Bankruptcy and Reorganization Matters The company had no bankruptcy or reorganization matters during the reporting period - The company had no bankruptcy or reorganization matters during the reporting period175 Litigation Matters The company had no major litigation or arbitration matters, with 17 other cases primarily involving accounts receivable and labor disputes totaling RMB 3.6005 million, most of which are concluded without significant economic loss or reputational impact - The company had no major litigation or arbitration matters during the reporting period176 - A total of 17 other litigation and arbitration cases, primarily involving accounts receivable and labor disputes, with a total amount of RMB 3.6005 million176 - Most cases have been concluded, with no significant economic losses or reputational impact on the company176 Penalties and Rectification The company had no penalties or rectification situations during the reporting period - The company had no penalties or rectification situations during the reporting period178 Integrity Status of the Company, its Controlling Shareholder, and Actual Controller The Board of Directors verified that the actual controller, Mr. Yang Tao, and his concerted parties maintained good integrity during the reporting period, with no unfulfilled court judgments or overdue large debts - During the reporting period, the actual controller, Mr. Yang Tao, and his concerted parties maintained good integrity179 - There were no unfulfilled effective court judgments or overdue large debts179 Major Related Party Transactions The company had no major related party transactions during the reporting period, including those related to daily operations, asset/equity acquisitions or disposals, joint external investments, or related party creditor-debtor relationships or financial company dealings - The company had no related party transactions related to daily operations during the reporting period180 - The company had no related party transactions involving asset or equity acquisitions or disposals during the reporting period181 - The company had no related party creditor-debtor relationships during the reporting period183 Major Contracts and Their Fulfillment The company had no entrustment, contracting, or leasing matters, but provided substantial guarantees to subsidiaries, with an actual guarantee balance of RMB 2.6573338 billion, representing 168.07% of net assets, and a nitrogen supply contract with Yichang Bangpu Times New Energy Co., Ltd. for RMB 500 million is being fulfilled normally - The company had no entrustment, contracting, or leasing situations during the reporting period187188189 - As of the end of the reporting period, the approved guarantee limit for subsidiaries totaled RMB 6.18 billion, with an actual guarantee balance for subsidiaries totaling RMB 2.6573338 billion197 - The total actual guarantee amount accounted for 168.07% of the company's net assets, of which direct or indirect debt guarantees provided to guaranteed parties with an asset-liability ratio exceeding 70% amounted to RMB 2.5799225 billion197 Other Major Contracts | Company Party to Contract | Counterparty to Contract | Contract Subject | Contract Signing Date | Transaction Price (RMB 10,000) | Fulfillment Status as of End of Reporting Period | | :--- | :--- | :--- | :--- | :--- | :--- | | Hubei Heyuan Gas Co., Ltd. | Yichang Bangpu Times New Energy Co., Ltd. | Nitrogen | April 15, 2025 | 50,000 | Being fulfilled normally | Explanation of Other Significant Matters The company had no other significant matters requiring explanation during the reporting period - The company had no other significant matters requiring explanation during the reporting period200 Significant Matters of Company Subsidiaries The company had no significant matters concerning its subsidiaries during the reporting period - The company had no significant matters concerning its subsidiaries during the reporting period201 Share Changes and Shareholder Information This section details changes in the company's share capital, shareholder structure, and shareholdings of directors, supervisors, and senior management, along with information on the controlling shareholder and actual controller Share Change Status During the reporting period, the company's total restricted shares decreased by 855,948 due to the unlocking of shares held by former director and senior executive Li Xinyi and former employee supervisor Fang Qiang, with a corresponding increase in unrestricted shares and no change in total share capital Share Change Status | Share Type | Number Before This Change (shares) | Proportion (%) | Increase/Decrease in This Change (shares) | Number After This Change (shares) | Proportion (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 51,086,402 | 24.18% | -855,948 | 50,230,454 | 23.78% | | II. Unrestricted Shares | 160,148,598 | 75.82% | 855,948 | 161,004,546 | 76.22% | | III. Total Shares | 211,235,000 | 100.00% | 0 | 211,235,000 | 100.00% | - The decrease in restricted shares was primarily due to the full unlocking of restricted shares held by former director and senior executive Mr. Li Xinyi and former employee supervisor Mr. Fang Qiang, totaling 855,948 shares205 Restricted Share Change Status | Shareholder Name | Restricted Shares at Beginning of Period (shares) | Restricted Shares Unlocked in Current Period (shares) | Restricted Shares at End of Period (shares) | Reason for Restriction | | :--- | :--- | :--- | :--- | :--- | | Li Xinyi | 853,948 | 853,948 | 0 | All locked shares of resigned senior executive unlocked | | Fang Qiang | 2,000 | 2,000 | 0 | All locked shares of resigned employee supervisor unlocked | | Total | 51,086,402 | 855,948 | 50,230,454 | | Securities Issuance and Listing 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 period208 Number of Shareholders and Shareholding Status At the end of the reporting period, the company had 9,841 common shareholders; Yang Tao, the largest shareholder with 20.65% equity, had most of his shares pledged, and he, Yang Feng, Yang Yongfa, and Feng Jie have a concerted action agreement - The total number of common shareholders at the end of the reporting period was 9,841210 Top 10 Shareholders' Shareholding Status | Shareholder Name | Shareholder Nature | Shareholding Proportion (%) | Number of Shares Held at End of Reporting Period (shares) | Number of Restricted Shares Held (shares) | Number of Unrestricted Shares Held (shares) | Share Status | Quantity (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Yang Tao | Domestic Natural Person | 20.65% | 43,614,700 | 32,711,025 | 10,903,675 | Pledged | 22,429,767 | | Hubei Jiaotou Capital Investment Co., Ltd. | State-owned Legal Person | 9.35% | 19,755,915 | 0 | 19,755,915 | Not Applicable | 0 | | Yang Feng | Domestic Natural Person | 7.41% | 15,652,590 | 11,739,442 | 3,913,148 | Pledged | 9,700,100 | | Changjiang Growth Capital Investment Co., Ltd. | Domestic Non-State-owned Legal Person | 5.92% | 12,504,700 | 0 | 12,504,700 | Not Applicable | 0 | | Zhong Ge | Domestic Natural Person | 4.69% | 9,900,000 | 0 | 9,900,000 | Not Applicable | 0 | | Qianhai Life Insurance Co., Ltd. - Dividend Insurance Product | Other | 4.15% | 8,757,252 | 0 | 8,757,252 | Not Applicable | 0 | | Yang Yongfa | Domestic Natural Person | 3.24% | 6,844,597 | 0 | 6,844,597 | Pledged | 4,400,000 | | Shenzhen Qiantu Private Securities Fund Management Co., Ltd. - Qiantu Tang Xuanjia Private Securities Investment Fund | Other | 2.77% | 5,851,767 | 0 | 5,851,767 | Not Applicable | 0 | | Bank of China Co., Ltd. - Huaxia Industry Prosperity Mixed Securities Investment Fund | Other | 2.27% | 4,803,720 | 0 | 4,803,720 | Not Applicable | 0 | | Shenzhen Qiantu Private Securities Fund Management Co., Ltd. - Qiantu Han Xuanjia Private Securities Investment Fund | Other | 1.61% | 3,406,112 | 0 | 3,406,112 | Not Applicable | 0 | - Yang Tao, Yang Feng, Yang Yongfa, and another shareholder, Feng Jie, signed a concerted action agreement, sharing common interests and development goals for the company211 Changes in Shareholdings of 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, although some hold restricted shares, no new grants or exercises occurred in this period Changes in Shareholdings of Directors, Supervisors, and Senior Management | Name | Position | Shares Held at Beginning of Period (shares) | Number of Shares Increased in Current Period (shares) | Number of Shares Decreased in Current Period (shares) | Shares Held at End of Period (shares) | Number of Restricted Shares Granted at End of Period (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Yang Tao | Chairman and General Manager | 43,614,700 | 0 | 0 | 43,614,700 | 0 | | Li Jipeng | Non-Independent Director, Board Secretary | 733,126 | 0 | 0 | 733,126 | 100,000 | | Wang Chen | Non-Independent Director, Deputy General Manager | 100,000 | 0 | 0 | 100,000 | 100,000 | | Yang Feng | Chairman of Supervisory Board | 15,652,590 | 0 | 0 | 15,652,590 | 0 | | Feng Jie | Supervisor | 2,760,191 | 0 | 0 | 2,760,191 | 0 | | Li Nuo | Deputy General Manager | 100,000 | 0 | 0 | 100,000 | 100,000 | | Liu Xuerong | Deputy General Manager | 100,000 | 0 | 0 | 100,000 | 100,000 | | Xiang Songting | Deputy General Manager | 100,000 | 0 | 0 | 100,000 | 100,000 | | Zhao Xiaofeng | Financial Controller | 100,000 | 0 | 0 | 100,000 | 100,000 | | Jiang Luo | Deputy General Manager | 100,000 | 0 | 0 | 100,000 | 100,000 | | Total | | 63,360,607 | 0 | 0 | 63,360,607 | 700,000 | Changes in Controlling Shareholder or Actual Controller The company's controlling shareholder and actual controller remained unchanged during the reporting period - The company's controlling shareholder remained unchanged during the reporting period214 - The company's actual controller remained unchanged during the reporting period215 Preferred Share Information The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period216 Bond Information This section provides information regarding the company's bond-related matters Bond Information The company had no bond-related matters during the reporting period - The company had no bond-related matters during the reporting period218 Financial Report 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, taxation, and financial items Audit Report The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited220 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 its financial position, operating results, and cash flows - Provides consolidated balance sheet, parent company balance sheet, consolidated income statement, parent company income statement, consolidated cash flow statement, parent company cash flow statement, consolidated statement of changes in owners' equity, and parent company statement of changes in owners' equity221225227229232235236[244](in
和远气体(002971) - 2025 Q2 - 季度财报