TTC(SH:600326)2025-08-18 11:35Definitions Company Profile and Key Financial Indicators Company Information This section provides the company's basic information, covering its identity, contact details, addresses, disclosure channels, and stock overview - The company's Chinese abbreviation is 'Tibet Tianlu', with stock code 600326, listed on the Shanghai Stock Exchange1418 Key Accounting Data and Financial Indicators Operating revenue grew by 19.88% driven by construction, but net profit attributable to shareholders expanded to a -112 million yuan loss, primarily due to increased costs, market competition, and fair value losses from investments Key Accounting Data (January-June 2025) | Key Accounting Data | Current Period (Jan-Jun) (yuan) | Prior Period (yuan) | Change from Prior Period (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,408,982,686.44 | 1,175,331,019.78 | 19.88 | | Net Profit Attributable to Shareholders of Listed Company | -111,892,210.32 | -67,319,286.99 | N/A | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains/Losses) | -79,991,274.57 | -108,144,449.88 | N/A | | Net Cash Flow from Operating Activities | 183,153,269.86 | 47,796,328.89 | 283.20 | | Total Assets | 12,227,819,387.96 | 12,818,089,407.28 (End of Prior Year) | -4.60 | Key Financial Indicators (January-June 2025) | Key Financial Indicators | Current Period (Jan-Jun) | Prior Period | Change from Prior Period (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (yuan/share) | -0.0846 | -0.0543 | N/A | | Weighted Average Return on Net Assets (%) | -2.95 | -1.92 | Decreased by 1.03 percentage points | | Weighted Average Return on Net Assets (Excluding Non-Recurring Gains/Losses) (%) | -2.10 | -3.08 | Increased by 0.98 percentage points | - Operating revenue growth was primarily driven by multiple existing construction projects entering their peak construction period, with this segment's revenue increasing by 224 million yuan year-on-year2324 - The main reasons for the expanded net loss attributable to parent company shareholders include: - Construction segment: Despite increased revenue, high management and financial expenses, coupled with increased bad debt provisions, led to losses - Building materials segment: Intense market competition and the influx of cement from outside the region resulted in both decreased sales volume and prices, leading to losses - Investment segment: A fair value change loss of 39.39 million yuan was recognized due to the decline in stock prices of other listed companies held, which was a key factor in the expanded loss242628 Non-Recurring Gains and Losses Items and Amounts Total non-recurring gains and losses amounted to -31.90 million yuan, primarily driven by -39.39 million yuan in fair value changes on financial assets, partially offset by 8.33 million yuan in government subsidies Major Non-Recurring Gains and Losses Items | Non-Recurring Gains and Losses Item | Amount (yuan) | | :--- | :--- | | Fair Value Change Gains/Losses from Financial Assets and Liabilities Held by Non-Financial Enterprises | -39,393,937.74 | | Government Subsidies Recognized in Current Period Profit/Loss | 8,334,747.05 | | Total | -31,900,935.75 | - During the reporting period, certain balance sheet items underwent significant changes, with dividends receivable increasing substantially by 878.19%, primarily due to cash dividends received from non-publicly issued shares of other listed companies34 Management Discussion and Analysis Description of the Company's Industry and Main Business Operations During the Reporting Period The company's core businesses include engineering, cement, asphalt, and mineral products, facing intense competition in construction from external entrants and oversupply with declining prices in the regional cement market - The company's main businesses cover three major segments: construction, building materials, and mining, with construction and building materials being the core operations363738 - The main challenge facing the industry is intensified market competition, with an influx of external enterprises in construction and oversupply in the regional cement market, exacerbated by competition from neighboring provinces40 Discussion and Analysis of Operations In H1 2025, the company managed 63 construction projects and focused on key regional projects, special cement R&D, and cost efficiency in building materials, with cement production and sales at 1.75 million tons and 1.68 million tons respectively - In the construction segment, the company strengthened full-lifecycle project management, undertaking a total of 63 projects during the reporting period, including 7 new projects43 - In the building materials segment, to counter intense market competition, the company focused on key projects, strengthened special cement R&D, and continuously promoted cost reduction and efficiency improvement44 Building Materials Product Production and Sales Volume in H1 2025 | Product | Production Volume | Sales Volume | | :--- | :--- | :--- | | Cement | 174.63 ten thousand tons | 168.47 ten thousand tons | | Commercial Concrete | 28.91 ten thousand cubic meters | 28.91 ten thousand cubic meters | | Asphalt Concrete | 55.23 ten thousand tons | 55.23 ten thousand tons | Main Business Analysis Operating revenue grew by 19.88% driven by construction, while operating costs increased by 18.35%; financial expenses decreased by 24.65%, and operating cash flow surged by 283.20%, with Tibet remaining the primary revenue source Analysis of Major Financial Statement Item Changes | Item | Current Period Amount (yuan) | Prior Period Amount (yuan) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,408,982,686.44 | 1,175,331,019.78 | 19.88 | | Operating Cost | 1,245,121,626.46 | 1,052,107,802.01 | 18.35 | | Financial Expenses | 46,947,006.29 | 62,306,967.49 | -24.65 | | Net Cash Flow from Operating Activities | 183,153,269.86 | 47,796,328.89 | 283.20 | | Net Cash Flow from Financing Activities | -490,769,951.25 | 44,652,077.30 | -1,199.10 | - Profit composition underwent significant changes, with fair value change gains/losses at -39.39 million yuan, primarily due to the decline in stock prices of other listed companies held by the company, significantly impacting profit50 Main Business by Industry Segment | Industry Segment | Operating Revenue (yuan) | Operating Cost (yuan) | Gross Profit Margin (%) | Operating Revenue Change from Prior Period (%) | | :--- | :--- | :--- | :--- | :--- | | Construction Industry | 382,741,134.35 | 342,814,109.05 | 10.43 | 141.57 | | Building Materials Industry | 1,009,511,527.33 | 889,714,805.02 | 11.87 | 0.11 | - Within main business revenue, revenue from the Tibet region was 1.179 billion yuan, a year-on-year increase of 20.06%, accounting for 83.96% of total main business revenue; revenue from outside the Tibet region was 225 million yuan, a year-on-year increase of 18.42%56 Analysis of Assets and Liabilities Total assets decreased by 4.60% to 12.28 billion yuan, and total liabilities decreased by 6.99% to 6.56 billion yuan, improving the asset-liability ratio to 53.65%; short-term borrowings decreased by 32.49%, and restricted assets totaled 197 million yuan - As of the end of the reporting period, the company's asset-liability ratio was 53.65%, a decrease of 1.38 percentage points from 55.03% at the end of the previous year, indicating an improvement in financial structure65 Major Asset and Liability Status Changes | Item Name | Current Period End Balance (yuan) | Prior Period End Balance (yuan) | Change (%) | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Notes Receivable | 10,836,880.41 | 22,483,719.08 | -51.80 | Maturity and acceptance of notes and decrease in commercial acceptance notes received | | Receivables Financing | 172,106,572.97 | 359,219,118.69 | -52.09 | Maturity and acceptance of bank and commercial acceptance bills | | Short-term Borrowings | 819,510,350.64 | 1,213,873,284.17 | -32.49 | Gaozheng Shares repaid matured short-term borrowings | - As of the end of the reporting period, the company's main restricted assets had a total book value of 197 million yuan, primarily used for mortgages and deposits67 Analysis of Investment Status Fair value financial assets decreased to 419 million yuan, with -39.39 million yuan in fair value losses from China Power Construction stock, offset by 8.48 million yuan in dividends, and 93.44 million yuan invested in private equity funds Financial Assets Measured at Fair Value | Asset Category | Beginning Balance (yuan) | Fair Value Change Gains/Losses for Current Period (yuan) | Ending Balance (yuan) | | :--- | :--- | :--- | :--- | | Stocks | 364,560,577.56 | -39,393,937.74 | 325,166,639.82 | | Private Equity Funds | 93,439,232.00 | 0.00 | 93,439,232.00 | | Total | 457,999,809.56 | -39,393,937.74 | 418,605,871.82 | - The company's holdings in 'China Power Construction' stock (code 601669) generated -39.39 million yuan in fair value change losses during the reporting period, while also recognizing 8.4764 million yuan in investment income from cash dividends79 Analysis of Major Holding and Participating Companies Tibet Gaozheng Building Materials achieved 27 million yuan net profit, while Tibet Changdu Gaozheng Building Materials and Chongqing Zhongjiao Renewable Resources incurred losses of 50 million yuan and 26 million yuan respectively Financial Overview of Major Subsidiaries (Unit: billion yuan) | Company Name | Total Assets | Net Assets | Operating Revenue | Operating Profit | Net Profit | | :--- | :--- | :--- | :--- | :--- | :--- | | Tibet Gaozheng Building Materials Co., Ltd. | 4.817 | 3.755 | 0.606 | 0.023 | 0.027 | | Tibet Changdu Gaozheng Building Materials Co., Ltd. | 1.736 | 0.549 | 0.273 | -0.050 | -0.050 | | Chongqing Zhongjiao Renewable Resources Development Co., Ltd. | 1.693 | 0.227 | 0.177 | -0.029 | -0.026 | Potential Risks The company faces escalating industry competition in construction and building materials, management challenges from diversified operations, financial risks due to large projects and long capital recovery cycles, and investment decision risks - Industry risks include intensified competition in the construction market due to an influx of external enterprises, and oversupply in the building materials market caused by overcapacity and external impacts83 - Management risks arise from the company's diversified business and expanding asset scale, demanding higher requirements for refined management, cost control, and project management models84 - Financial and investment risks stem from large project investment scales and long capital recovery cycles, challenging the company's financing and investment estimation capabilities8485 Corporate Governance, Environment, and Social Responsibility Profit Distribution or Capital Reserve Conversion Plan The company has no half-year profit distribution plan; due to unmet 2024 performance targets, it plans to repurchase and cancel 850,897 restricted shares from its 2022 incentive plan - The company has no half-year profit distribution or capital reserve conversion plan88 - Due to unmet 2024 performance targets, the conditions for the third unlocking period of the company's 2022 restricted stock incentive plan were not met, and it plans to repurchase and cancel all related restricted shares88 Environmental Information and Social Responsibility Two subsidiaries are on the environmental disclosure list; the company actively supports rural revitalization, employing 726 local workers and generating 4.08 million yuan in income, while investing 809,700 yuan in village support - Two of the company's subsidiaries have been included in the list of enterprises required to disclose environmental information by law90 - The company actively fulfills its social responsibilities, generating 4.0772 million yuan in income for local farmers and herdsmen in the first half through employment, machinery leasing, and material purchases, and investing 809,700 yuan in village support funds to aid rural revitalization9192 Significant Matters Fulfillment of Commitments The controlling shareholder strictly fulfilled commitments regarding avoiding horizontal competition, resolving related-party transactions, and ensuring the listed company's independence - The controlling shareholder's commitments to avoid horizontal competition, regulate related-party transactions, and maintain the listed company's independence remained effective and were fulfilled during the reporting period949596 Significant Related-Party Transactions The company engaged in market-priced related-party transactions for sales, purchases, and services; however, a 10.50 million yuan loan to associate Kaili Beihuan Expressway Investment Co., Ltd. is overdue and under collection - The company engaged in multiple daily operational related-party transactions, including sales and purchases of goods, and acceptance/provision of services, all priced at market rates100102 - The second installment of financial assistance, a 10.50 million yuan loan to associate Kaili Company, is overdue; the company has sent a demand letter and suspended further financial assistance104105 Significant Contracts and Their Fulfillment This section details significant contracts over 20 million yuan, major guarantees totaling 421 million yuan (11.16% of net assets), and various loan contracts for the parent company and subsidiaries, including amounts, rates, and terms - During the reporting period, the company and its subsidiaries signed multiple significant engineering contracting agreements exceeding 20 million yuan107108109110 - As of the end of the reporting period, the company's total external guarantees (including those for subsidiaries) amounted to 420.66 million yuan, representing 11.16% of the company's net assets112 - The report details existing and new loan contracts for the parent company and subsidiaries Tibet Gaozheng, Changdu Gaozheng, and Chongqing Zhongjiao, involving multiple banks, with interest rates ranging from 1.00% to 4.85%, primarily for supplementing working capital116135153168 Share Changes and Shareholder Information Share Capital Changes Due to convertible bond conversions, the company's total share capital increased by 5,379,742 shares to 1,328,714,600 shares, all becoming unrestricted tradable shares - In the first half of 2025, due to convertible bond conversions, the company's total share capital increased by 5,379,742 shares, reaching a total of 1,328,714,600 shares at period-end241242 Shareholder Information The top two shareholders, Tibet Construction Engineering and Building Materials Group and Tibet Tianhai Group, hold 23.64% and 4.38% respectively, with no pledges or freezes on their state-owned shares Top Ten Shareholders' Holdings | Shareholder Name | Shares Held at Period-End (shares) | Proportion (%) | Shareholder Nature | | :--- | :--- | :--- | :--- | | Tibet Construction Engineering and Building Materials Group Co., Ltd. | 314,156,212 | 23.64 | State-owned Legal Entity | | Tibet Tianhai Group Co., Ltd. | 58,144,678 | 4.38 | State-owned Legal Entity | | Zhang Wu | 6,500,000 | 0.49 | Domestic Natural Person | | Hong Kong Securities Clearing Company Limited | 6,388,868 | 0.48 | Other | | Wu Na | 6,020,006 | 0.45 | Domestic Natural Person | Bond-Related Information Corporate Bonds and Non-Financial Enterprise Debt Financing Instruments Outstanding corporate bond '21 Tianlu 01' balance is 310 million yuan; '23 Tianlu 01' was delisted; a 500 million yuan short-term financing bond was issued at 3.38%; consolidated interest-bearing debt decreased by 11.35% to 3.52 billion yuan - The corporate bond '21 Tianlu 01' completed partial put-back and resale during the reporting period, with an outstanding balance of 309.8 million yuan at period-end252253 - On February 25, 2025, the company issued a 500 million yuan short-term financing bond ('25 Tianlu CP001') with a 1-year term and an interest rate of 3.38%266 - At the end of the reporting period, the company's consolidated interest-bearing debt balance was 3.523 billion yuan, a 11.35% decrease from 3.974 billion yuan at the beginning of the period261264 Convertible Corporate Bonds Tianlu Convertible Bonds (code 110060) are still convertible; 22.43 million yuan converted into 5,379,742 shares, leaving 149 million yuan outstanding (13.67% of total), with the latest conversion price at 4.17 yuan/share Convertible Bond Changes During Reporting Period | Convertible Corporate Bond Name | Before This Change (yuan) | Converted to Shares (yuan) | After This Change (yuan) | | :--- | :--- | :--- | :--- | | Tibet Tianlu Publicly Issued Convertible Corporate Bonds | 170,999,000 | 22,434,000 | 148,565,000 | - As of the end of the reporting period, the cumulative number of shares converted accounted for 21.60% of the company's total issued shares before conversion, with unconverted bonds representing 13.67% of the total issuance275 - The conversion price has been adjusted from an initial 7.24 yuan/share to 4.17 yuan/share at period-end, due to reasons such as dividend distribution, new share issuance, and voluntary downward revision277278 Financial Report Financial Statements This section presents the unaudited H1 2025 consolidated and parent company financial statements, showing 12.28 billion yuan in total assets, 6.56 billion yuan in total liabilities, 1.41 billion yuan in operating revenue, and a -112 million yuan net loss attributable to parent shareholders - Consolidated Balance Sheet: Total assets at period-end were 12.28 billion yuan, with owner's equity attributable to the parent company at 3.769 billion yuan285286287 - Consolidated Income Statement: Total operating revenue for the reporting period was 1.409 billion yuan, net profit was -132 million yuan, and net profit attributable to parent company shareholders was -112 million yuan293294 - Consolidated Cash Flow Statement: Net cash flow from operating activities was 183 million yuan, net cash flow from investing activities was -30 million yuan, and net cash flow from financing activities was -491 million yuan301302303 Company Basic Information Established in 1999, Tibet Tianlu Co., Ltd. is a state-controlled listed company based in Lhasa, primarily engaged in general construction contracting and related building materials production and sales - The company is a state-controlled listed company with stock code 600326, primarily engaged in the construction industry, extending to related fields such as building materials production and sales327332 - As of June 30, 2025, the company's total share capital was 1,328,714,600 shares, with unrestricted tradable shares accounting for the vast majority332 Significant Accounting Policies and Estimates This section details the company's financial statement preparation basis, accounting standards, period, and significant policies and estimates, covering key treatments for business combinations, financial instruments, revenue, and assets - Financial statements are prepared on a going concern basis, adhering to the requirements of the 'Enterprise Accounting Standards' and related regulations336 - Impairment of financial instruments is assessed using the expected credit loss model, with a simplified measurement approach applied to accounts receivable without significant financing components361362 - Revenue recognition follows new revenue standards, recognized when customers obtain control of goods or services; for construction services, revenue is recognized over time based on the progress of performance (input method)411412