宁波海运(600798) - 2025 Q2 - 季度财报

Section I Definitions Definitions of Common Terms This chapter provides definitions of common terms used in the report, including company names, controlling shareholders, related parties, regulatory bodies, business entities, and shipping professional terms, aiming to ensure accuracy and consistency in report interpretation - The report clarifies that "the Company" and "Ningbo Shipping" refer to Ningbo Marine Co., Ltd., with Ningbo Marine Group Co., Ltd. as its controlling shareholder and Zhejiang Provincial Energy Group Co., Ltd. as its indirect controlling shareholder[12] - Multiple associated companies are defined, such as Zheneng Fuxing, Yongtong Marine, Mingzhou Expressway, and key shipping industry indicators like BDI (Baltic Dry Index) and COA (Contract of Affreightment)[12] - This transaction involves issuing shares to Zheneng Group, Marine Group, and Zheneng Fuel to acquire equity in Fuxing Marine, Jianghai Company, and Zheneng Tongli[12] Section II Company Profile and Key Financial Indicators I. Company Information This section lists the company's basic registration information, including its Chinese name, abbreviation, foreign name, and legal representative, confirming the full company name as Ningbo Marine Co., Ltd. and the legal representative as Dong Jun - The company's Chinese name is Ningbo Marine Co., Ltd., abbreviated as Ningbo Marine, and its legal representative is Dong Jun[14] II. Contact Persons and Information This section provides contact information for the company's Board Secretary and Securities Affairs Representative, including names, addresses, phone numbers, faxes, and email addresses, to facilitate investor communication - The Board Secretary is Fu Weiqin, and the Securities Affairs Representative is Qiu Weiming, both located at Building 1, Beian Fortune Center, Ningbo[15] III. Overview of Changes in Basic Information This section introduces the company's registered address, office address, postal code, website, and email address, with no significant changes mentioned during the reporting period - The company's registered and office address is Building 1, Beian Fortune Center, Ningbo, and its website is **http://www.nbmc.com.cn**[16](index=16&type=chunk) IV. Overview of Changes in Information Disclosure and Document Custody Locations This section specifies the company's designated newspapers and website for information disclosure, as well as the location for semi-annual report custody, ensuring compliance and accessibility of information - The company's designated newspapers for information disclosure are "China Securities Journal" and "Shanghai Securities News", with the website being **http://www.sse.com.cn**[17](index=17&type=chunk) V. Company Stock Profile This section provides basic information about the company's stock, including stock type, listing exchange, stock abbreviation, and stock code - The company's A-shares are listed on the Shanghai Stock Exchange, with the stock abbreviation Ningbo Marine and stock code 600798[18] VII. Key Accounting Data and Financial Indicators This section discloses the company's key accounting data and financial indicators for the reporting period, showing an increase in operating revenue, but negative and expanding losses for total profit and net profit attributable to shareholders, while net cash flow from operating activities significantly grew Main Accounting Data (Jan-Jun 2025 vs. Same Period Last Year) | Main Accounting Data | Current Period (Jan-Jun) | Prior Period | Change from Prior Period (%) | | :----------------- | :----------------------- | :----------- | :--------------------------- | | Operating Revenue (yuan) | 1,156,897,789.59 | 1,039,178,930.64 | 11.33 | | Total Profit (yuan) | -31,441,577.64 | -19,206,235.44 | Not Applicable | | Net Profit Attributable to Shareholders of Listed Company (yuan) | -39,233,583.71 | -18,382,018.18 | Not Applicable | | Net Cash Flow from Operating Activities (yuan) | 312,373,951.45 | 208,224,084.19 | 50.02 | Key Financial Indicators (End of Current Period vs. End of Last Year) | Main Financial Indicators | End of Current Period | End of Prior Year | Change from End of Prior Year (%) | | :------------------------ | :-------------------- | :---------------- | :-------------------------------- | | Net Assets Attributable to Shareholders of Listed Company (yuan) | 3,898,016,363.18 | 3,959,258,470.49 | -1.55 | | Total Assets (yuan) | 6,341,954,572.54 | 6,322,712,829.67 | 0.30 | Key Financial Indicators (Jan-Jun 2025 vs. Same Period Last Year) | Main Financial Indicators | Current Period (Jan-Jun) | Prior Period | Change from Prior Period (%) | | :------------------------ | :----------------------- | :----------- | :--------------------------- | | Basic Earnings Per Share (yuan/share) | -0.0325 | -0.0152 | Not Applicable | | Weighted Average Return on Net Assets (%) | -1.00 | -0.46 | Not Applicable | IX. Non-Recurring Gains and Losses Items and Amounts This section details the non-recurring gains and losses items and their amounts for the reporting period, totaling 62,096.52 yuan, primarily including disposal gains from non-current assets, government subsidies, and fair value changes of financial assets Non-Recurring Gains and Losses Items and Amounts | Non-Recurring Gains and Losses Item | Amount (yuan) | | :-------------------------------- | :------------ | | Disposal gains and losses from non-current assets | 2,399,291.27 | | Government grants recognized in profit or loss for the current period | 4,464,060.48 | | Fair value changes of financial assets | -9,399,820.61 | | Other non-operating income and expenses | 1,755,525.28 | | Other gains and losses items meeting the definition of non-recurring | 127,041.09 | | Less: Income tax impact | -1,907,676.47 | | Impact on minority interests (after tax) | 1,191,677.46 | | Total | 62,096.52 | - Disposal gains and losses from non-current assets mainly resulted from the disposal of Mingzhou 66 vessel and others[22] - Fair value changes of financial assets mainly resulted from changes in the fair value of the company's investment in Green Energy Fund[22] Section III Management Discussion and Analysis I. Description of the Company's Industry and Main Business During the Reporting Period The company's main business is water transportation, including international and domestic bulk dry cargo transportation (primarily coal) and domestic coastal refined oil transportation, while also operating highway toll collection; during the reporting period, both waterborne cargo volume and turnover increased, but toll highway operating revenue decreased - The company's main business is water transportation, including international and domestic bulk dry cargo transportation (primarily coal) and domestic coastal refined oil transportation, as well as the Ningbo Ring Expressway West Section project operated by its controlling subsidiary Mingzhou Expressway[25] - As of the end of the reporting period, the company owned 29 vessels with a total carrying capacity of 1.504 million DWT, including 28 bulk carriers (1.492 million DWT) and 1 refined oil tanker (12,000 DWT)[26] Water Transport Business Key Data (Jan-Jun 2025 vs. Same Period Last Year) | Indicator | Current Period | Prior Period | Year-on-Year Growth (%) | | :-------- | :------------- | :----------- | :---------------------- | | Cargo Volume (10,000 tons) | 2,521.28 | - | 16.90 | | Turnover (100 million ton-kilometers) | 695.13 | - | 28.63 | | Business Revenue (10,000 yuan) | 92,721.99 | - | 15.17 | - Toll highway operating revenue was 223.0701 million yuan, a 3.48% decrease compared to the same period last year[28] (II) International and Domestic Shipping Market Conditions In the first half of 2025, the international dry bulk shipping market was weak, with the BDI index decreasing by 29.8% year-on-year; the domestic coastal dry bulk shipping market performed better than the same period last year, with both CCBFI and CBCFI indices rising - In the first half of 2025, the international dry bulk shipping market was weak, with the average Baltic Dry Index (BDI) at 1,289 points, a 29.8% decrease from the same period last year[29] - The domestic coastal dry bulk shipping market experienced a rapid rebound followed by fluctuations, with the average China Coastal (Dry Bulk) Freight Index (CCBFI) at 1,011.99 points in the first half, a 2.6% increase from the same period last year[29] - The average China Coastal Coal Freight Index (CBCFI) was 654.52 points in the first half, a 12.2% increase from the same period last year[29] (III) Domestic Refined Oil Transportation Market Conditions During the reporting period, the domestic refined oil transportation market showed seasonal fluctuations, with the average China Coastal Tanker Freight Index (CCTFI) decreasing by 4.3% compared to the same period last year - The refined oil transportation market showed significant seasonal fluctuations, with the average China Coastal Tanker Freight Index (CCTFI) at 1,014.19 points in the first half, a 4.3% decrease from the same period last year[30][31] (IV) Highway Industry Conditions During the reporting period, the transportation economy operated steadily overall, with stable growth in both freight volume and passenger flow, and an increase in highway traffic volume in Zhejiang Province - Commercial freight volume completed by road transport was 20.57 billion tons, a 4.0% increase from the same period last year[32] - Cross-regional passenger flow completed by road passenger transport was 31.03 billion person-times, a 4.0% increase from the same period last year[32] - The total exit traffic volume of Zhejiang Province's expressways was 509 million vehicles, a 5.39% increase from the same period last year[32] II. Discussion and Analysis of Operating Conditions During the reporting period, the company focused on key annual tasks, actively responded to complex external environments, and maintained a stable and improving overall operating trend, despite an expanding net loss attributable to shareholders; the company carried out various initiatives in energy transportation assurance, cost reduction and efficiency improvement, risk control, management strengthening, and Party building leadership, and provided an outlook for the market and company development in the second half Company Overall Operating Performance (Jan-Jun 2025 vs. Same Period Last Year) | Indicator | Current Period | Prior Period | Change Amount | | :-------- | :------------- | :----------- | :------------ | | Operating Revenue (10,000 yuan) | 115,689.78 | 103,917.89 | Growth 11.33% | | Net Profit Attributable to Shareholders of Listed Company (10,000 yuan) | -3,923.36 | -1,838.20 | Decrease 2,085.16 (10,000 yuan) | - The company anchored its core mission of ensuring coal transportation, efficiently organized shipping capacity, leased suitable vessels to ensure supply chain stability, and coordinated maintenance and operations to improve efficiency[33] - Deeply implemented the "Revenue Increase, Cost Reduction, Quality Improvement, and Efficiency Enhancement 4.0" special initiative, optimized the marine business structure, revitalized inefficient assets, and strengthened procurement control to reduce costs[34] - In the second half, the international dry bulk shipping market is expected to face downside risks, and the domestic coastal dry bulk shipping market will continue to be oversupplied, but increased infrastructure projects and improved foreign trade may lead to an upward trend in the fourth quarter[37][38] - In the second half, the company will solidify its supply assurance foundation, expand marine business scope, deepen quality and efficiency improvements, perfect its safety management system, strengthen industry-finance synergy, and enhance Party building and talent team development[39] III. Analysis of Core Competencies During the Reporting Period The company's core competitiveness lies in its transportation management, customer resources, shipping capacity resources, highway resources, and the comprehensive energy industry advantages of its controlling shareholder, Zheneng Group, which collectively support the company's stable development and transformation - The company possesses an experienced management team and crew, and has established standardized enterprise management systems and effective internal control systems, being among the first shipping enterprises in Zhejiang Province to implement the International Safety Management (ISM) Code and Domestic Safety Management (NSM) Code[40] - The company has established long-term strategic cooperative relationships with major domestic energy enterprises and other clients, locking in cargo volume and freight rates through COA (Contract of Affreightment) to effectively mitigate market fluctuation risks[40] - The company's fleet structure is optimized, enhancing comprehensive operating strength through bareboat charter, time charter, and voyage charter, and moving from a single dry bulk carrier operating model towards diversified vessel types[41] - The Ningbo Ring Expressway West Section project operated by its controlling subsidiary Mingzhou Expressway provides stable cash flow, helping to smooth out fluctuations in marine performance[42] - The indirect controlling shareholder, Zheneng Group, as a comprehensive energy enterprise, provides business, capital, and management support for the company's development, assisting its transformation into a comprehensive energy transportation service provider[42] IV. Main Operating Conditions During the Reporting Period This section details the company's main operating conditions during the reporting period, including changes in financial statement items, performance of main businesses by industry, asset and liability status, and investment situation; operating revenue growth was primarily due to the expansion of waterborne cargo transportation business, but total profit and net profit remained negative; the asset and liability structure saw multiple changes, such as significant increases in construction in progress and lease liabilities, and a decrease in short-term borrowings Financial Statement Related Item Change Analysis (Jan-Jun 2025 vs. Same Period Last Year) | Item | Current Period (10,000 yuan) | Prior Period (10,000 yuan) | Change (%) | | :--- | :--------------------------- | :------------------------- | :--------- | | Operating Revenue | 115,689.78 | 103,917.89 | 11.33 | | Operating Cost | 110,834.77 | 99,913.36 | 10.93 | | Administrative Expenses | 6,320.61 | 5,687.60 | 11.13 | | Financial Expenses | 1,294.18 | 1,705.54 | -24.12 | | Net Cash Flow from Operating Activities | 31,237.40 | 20,822.41 | 50.02 | | Net Cash Flow from Investing Activities | -8,873.35 | 3,933.38 | Not Applicable | | Net Cash Flow from Financing Activities | -13,235.93 | -25,359.14 | Not Applicable | Main Business by Industry (Jan-Jun 2025) | By Industry | Main Business Revenue (10,000 yuan) | Main Business Cost (10,000 yuan) | Gross Margin (%) | Main Revenue Change from Prior Year (%) | | :---------- | :---------------------------------- | :------------------------------- | :--------------- | :-------------------------------------- | | Waterborne Cargo Transportation Business | 92,721.99 | 92,338.82 | 0.41 | 15.17 | | Toll Highway Operating Business | 22,307.01 | 18,079.52 | 18.95 | -3.48 | | Total | 115,029.00 | 110,418.34 | 4.01 | 11.01 | - Operating revenue growth was primarily due to a 15.17% increase in waterborne cargo transportation business revenue, driven by active customer expansion and significant growth in chartering operations; toll highway operating revenue decreased by 3.48%, affected by diversion from new surrounding road networks and preferential policies[48] - Financial expenses decreased by 24.12%, mainly due to a reduction in the company's overall financing scale and lower comprehensive interest rates[49] - Construction in progress at period-end increased by 93.70%, mainly due to the first payment for two newly constructed 64,000 DWT bulk carriers[51][52] - Short-term borrowings at period-end decreased by 43.76%, mainly due to the repayment of some short-term borrowings[51][52] (I) Analysis of Main Business Main business analysis shows that both revenue and costs for waterborne cargo transportation business increased, with a low gross margin; toll highway operating revenue decreased, but with a high gross margin; operating revenue growth was primarily driven by water transportation business, while operating cost growth was mainly influenced by the expansion of chartering operations Main Cost Structure by Industry (Jan-Jun 2025) | Cost Component Item | Current Period Amount (10,000 yuan) | Current Period Share of Total Cost (%) | Prior Period Amount (10,000 yuan) | Prior Period Share of Total Cost (%) | Current Period Amount Change from Prior Period (%) | | :------------------ | :---------------------------------- | :----------------------------------- | :-------------------------------- | :----------------------------------- | :----------------------------------------------- | | Waterborne Cargo Transportation Business | | | | | | | Fuel Costs | 20,178.58 | 21.85 | 21,535.61 | 26.46 | -6.30 | | Vessel Charter Fees | 43,710.18 | 47.34 | 31,163.07 | 38.29 | 40.26 | | Toll Highway Operating Business | | | | | | | Amortization of Highway Operating Rights | 14,607.93 | 80.80 | 14,466.69 | 78.40 | 0.98 | | Highway Maintenance Costs | 2,002.04 | 11.07 | 2,553.36 | 13.84 | -21.59 | - Waterborne cargo transportation business costs increased by 13.46%, mainly due to the vigorous expansion of chartering operations, leading to a significant increase in both revenue and expenses from chartering business[48] - Toll highway operating business costs decreased by 2.02%, mainly due to a 21.59% decrease in highway maintenance costs compared to the same period last year[48] (III) Analysis of Assets and Liabilities At the end of the reporting period, the company's total assets slightly increased, and total liabilities increased; the asset and liability structure underwent several significant changes, including decreases in notes receivable and contract assets, and significant increases in prepayments, construction in progress, right-of-use assets, employee benefits payable, other payables, and lease liabilities, while short-term borrowings and contract liabilities decreased Changes in Assets and Liabilities (End of Current Period vs. End of Last Year) | Item Name | End of Current Period (10,000 yuan) | End of Current Period Share of Total Assets (%) | End of Prior Year (10,000 yuan) | End of Prior Year Share of Total Assets (%) | Current Period End Amount Change from Prior Year End (%) | | :---------- | :-------------------------------- | :-------------------------------------------- | :------------------------------ | :-------------------------------------------- | :------------------------------------------------------- | | Notes Receivable | - | - | 5,000.00 | 0.79 | -100.00 | | Prepayments | 895.75 | 0.14 | 660.47 | 0.10 | 35.62 | | Contract Assets | - | - | 1,329.02 | 0.21 | -100.00 | | Other Current Assets | 1,180.87 | 0.19 | 194.80 | 0.03 | 506.20 | | Construction in Progress | 22,489.56 | 3.55 | 11,610.77 | 1.84 | 93.70 | | Right-of-Use Assets | 10,498.99 | 1.66 | 2,078.08 | 0.33 | 405.23 | | Short-Term Borrowings | 4,502.88 | 0.71 | 8,006.28 | 1.27 | -43.76 | | Contract Liabilities | 62.35 | 0.01 | 322.66 | 0.05 | -80.68 | | Employee Benefits Payable | 4,538.82 | 0.72 | 1,756.48 | 0.28 | 158.40 | | Other Payables | 7,610.80 | 1.20 | 1,755.84 | 0.28 | 333.46 | | Lease Liabilities | 8,904.72 | 1.40 | 1,493.20 | 0.24 | 496.35 | | Special Reserves | 270.27 | 0.04 | - | - | Not Applicable | - Overseas assets amounted to 284.6699 million yuan, accounting for 4.49% of total assets[53] Restricted Major Assets (Period-End) | Item | Period-End Book Value (yuan) | Reason for Restriction | | :--- | :--------------------------- | :--------------------- | | Monetary Funds | 20,000.00 | ETC deposit | | Accounts Receivable | 7,537,164.40 | Pledged as collateral for bank long-term loans | | Intangible Assets | 2,107,952,692.60 | Pledged as collateral for bank long-term loans | | Total | 2,115,509,857.00 | / | (IV) Analysis of Investment Status The company's total equity investments slightly decreased, primarily in subsidiaries and associates; fair value changes in trading financial assets (Green Energy Fund) led to a 9.3998 million yuan decrease in the current period Overall Analysis of External Equity Investments (Period-End Balance) | Type | Investee Unit | Period-End Balance (yuan) | | :--- | :------------ | :------------------------ | | Subsidiary | Ningbo Marine Mingzhou Expressway Co., Ltd. | 608,430,000.00 | | Subsidiary | Ningbo Marine (Singapore) Co., Ltd. | 74,075,200.00 | | Subsidiary | Ningbo Jianghai Transportation Co., Ltd. | 51,745,643.40 | | Subsidiary | Zhejiang Zheneng Tongli Shipping Co., Ltd. | 37,942,046.42 | | Subsidiary | Zhejiang Fuxing Marine Co., Ltd. | 432,086,265.67 | | Associate | Ningbo Ganghai Shipping Agency Co., Ltd. | 438,209.00 | | Trading Financial Assets | Zhejiang Zheneng Green Energy Equity Investment Partnership (Limited Partnership) | 443,574,459.80 | | Total | | 1,648,291,824.29 | - Fair value changes in the company's investment in Green Energy Fund led to a 9,399,820.61 yuan decrease in the current period[56] (VI) Analysis of Major Holding and Participating Companies This section lists the basic information and financial data of the company's major holding subsidiaries, including Mingzhou Expressway, Ningbo Marine (Singapore) Co., Ltd., Jianghai Company, Fuxing Marine, and Zheneng Tongli, covering their main businesses, registered capital, total assets, net assets, operating revenue, operating profit, and net profit Financial Data of Major Holding Subsidiaries (Jan-Jun 2025) | Company Name | Company Type | Main Business | Registered Capital (10,000 yuan) | Total Assets (10,000 yuan) | Net Assets (10,000 yuan) | Operating Revenue (10,000 yuan) | Operating Profit (10,000 yuan) | Net Profit (10,000 yuan) | | :----------- | :----------- | :------------ | :------------------------------- | :------------------------- | :------------------------- | :------------------------------ | :------------------------------- | :----------------------- | | Ningbo Marine Mingzhou Expressway Co., Ltd. | Subsidiary | Highway, bridge, station, port development, investment, construction, maintenance; advertising services | 119,300.00 | 225,645.75 | 146,277.34 | 22,390.40 | 2,180.44 | 1,779.26 | | Ningbo Marine (Singapore) Co., Ltd. | Subsidiary | Vessel leasing and operation; vessel brokerage services | 100,000 USD | 28,466.99 | 14,305.57 | 40,426.82 | 701.22 | 701.22 | | Ningbo Jianghai Transportation Co., Ltd. | Subsidiary | Domestic coastal and Yangtze River mid-lower reaches general cargo vessel transportation; coastal general cargo vessel marine, engine management and safety and pollution prevention management | 1,800.00 | 16,783.33 | 4,484.29 | 4,197.53 | -762.92 | -763.21 | | Zhejiang Fuxing Marine Co., Ltd. | Subsidiary | Domestic coastal and Yangtze River mid-lower reaches general cargo vessel transportation | 30,000.00 | 88,864.43 | 73,551.49 | 14,579.34 | -374.59 | -376.64 | | Zhejiang Zheneng Tongli Shipping Co., Ltd. | Subsidiary | Domestic coastal and Yangtze River mid-lower reaches general cargo vessel transportation | 5,000.00 | 9,268.73 | 6,762.08 | 1,697.04 | 8.28 | 8.28 | V. Other Disclosures This section elaborates on the economic fluctuations, transportation price volatility, fuel price fluctuations, and exchange rate changes that the company may face, and proposes corresponding strategies to mitigate the impact of these risks on the company's operating performance - The company faces economic fluctuation risks from slow global economic recovery and geopolitical conflicts, and will strengthen tracking research and timely adjust operating strategies[59] - The transportation market is highly volatile; the company will continue to adhere to its major client strategy, use COA contracts to lock in cargo volume, improve operational efficiency, and expand market-oriented businesses to mitigate risks[59] - Fuel price fluctuations are a major cost risk for shipping companies; the company will refine market analysis, improve energy efficiency management, and use centralized procurement to reduce and lock in fuel costs[60] - Overseas transportation business is settled in USD, facing exchange rate fluctuation risks; the company will closely monitor exchange rate trends and control exchange losses by settling early or late, or adjusting settlement currencies[60] Section IV Corporate Governance, Environment, and Society I. Changes in Directors, Supervisors, and Senior Management During the reporting period, there were multiple changes in the company's directors, supervisors, and senior management, including the resignation of General Manager Jiang Hailiang and the appointment of Zhou Haojie, as well as the departure and re-election of several directors and supervisors due to work changes - Mr. Jiang Hailiang resigned as the company's General Manager on February 6, 2025, and the Board of Directors appointed Mr. Zhou Haojie as the company's General Manager[63] - Mr. Shen Baoxing, Mr. Jiang Hailiang, Mr. Yu Jiannan, and Mr. Huang Minhui resigned as directors, and Ms. Bao Lingxia resigned as supervisor[64] - The company elected Mr. Sun Yonghao, Mr. Sun Yanjun, Mr. Zhou Haojie, and Mr. Zhang Jian as directors of the Tenth Board of Directors, and Ms. Wang Jiongjiong as a supervisor of the Tenth Board of Supervisors[64] II. Profit Distribution or Capital Reserve Conversion Plan The profit distribution plan or capital reserve conversion to share capital plan approved by the Board of Directors for this reporting period is "none," meaning no distribution or conversion will be made - There is no profit distribution plan or capital reserve conversion to share capital plan for this semi-annual report[6] Section V Significant Matters I. Fulfillment of Commitments This section discloses the fulfillment of commitments made by the company's actual controller, shareholders, and related parties in acquisition reports or major asset restructurings, primarily concerning the resolution of related-party transactions and horizontal competition, all of which were strictly fulfilled during the reporting period - Zheneng Group committed to standardizing related-party transactions, ensuring fairness, and not using related-party transactions to transfer company funds, profits, or harm other shareholders' interests, and has strictly fulfilled this[68][69] - Both Zheneng Group and Marine Group committed to resolving horizontal competition issues, avoiding engaging in businesses or activities that constitute horizontal competition with the listed company's main business, and have strictly fulfilled this[68][69][70] - Zheneng Group and Marine Group committed to respecting the listed company's independent legal entity status, standardizing related-party transactions, and not illegally occupying listed company funds or assets, or providing illegal guarantees, and have strictly fulfilled this[69][70] VII. Major Litigation and Arbitration Matters The company is involved in a major litigation matter concerning an equity transfer dispute with Shanghai Xietong Technology Co., Ltd.; after the first instance and final judgments, the company's retrial application was rejected, and it has now filed an appeal application with the Second Branch of the Shanghai People's Procuratorate - On May 10, 2020, the company filed a lawsuit regarding an equity transfer dispute with Shanghai Xietong Technology Co., Ltd.; after the first instance judgment, the defendant appealed, and the Shanghai No. 2 Intermediate People's Court issued a final judgment on November 18, 2022[72] - The company filed a retrial application on April 26, 2023, which was rejected by the Shanghai High People's Court on September 20, 2024[72] - On January 22, 2025, the company filed an appeal application with the Second Branch of the Shanghai People's Procuratorate, which was accepted on February 10, 2025[72] IX. Explanation of the Integrity Status of the Company, its Controlling Shareholder, and Actual Controller During the Reporting Period The company, its controlling shareholder, and indirect controlling shareholder highly value integrity and compliance, with no illegal or non-compliant activities during the reporting period; the company consistently maintained safety integrity in the shipping industry and received multiple honors - The company, its controlling shareholder, and indirect controlling shareholder consider integrity and compliance as an important component of the company's value growth, with no illegal activities such as insider trading, misappropriation of listed company interests, or illegal trading of the company's shares during the reporting period[74] - The company has been rated as a National Safety Integrity Company for 12 consecutive years, with 12 vessels rated as Safety Integrity Vessels, and 13 individuals rated as Safety Integrity Captains[74] - The company was honored as a Top 100 Service Industry Enterprise in Jiangbei District for 2024 and received the 2024 Comprehensive Contribution Award from the People's Government of Jiangbei District, Ningbo[74] X. Significant Related-Party Transactions This section discloses the company's significant related-party transactions in daily operations, creditor-debtor relationships, and financial services, including borrowings from and deposits with Zheneng Finance Company, marine transportation services with Zheneng Fuxing and other related parties, and procurement of fuel and lubricants from Zheneng Petroleum Fuel Sales Company - During the reporting period, the company and its controlling subsidiaries cumulatively borrowed 40 million yuan from Zheneng Finance Company, with a total outstanding loan balance of 45 million yuan at period-end; the maximum daily deposit balance was 499.5881 million yuan[75] - The amount of related-party transactions for marine transportation services between the company and its controlling subsidiaries and Zheneng Fuxing and other subsidiaries controlled by Zheneng Group was 734.0543 million yuan[75] - The amount of fuel, lubricants, and other materials purchased by the company and its controlling subsidiaries from Zheneng Petroleum Fuel Sales Company and other subsidiaries controlled by Zheneng Group was 191.5471 million yuan[75] Related-Party Creditor-Debtor Transactions (Jan-Jun 2025) | Related Party | Related Relationship | Beginning Balance of Funds Provided to Related Party (10,000 yuan) | Amount of Funds Provided to Related Party During Current Period (10,000 yuan) | Ending Balance of Funds Provided to Related Party (10,000 yuan) | | :------------ | :------------------- | :------------------------------------------------- | :------------------------------------------------------------- | :---------------------------------------------------------- | | Zheneng Finance Company | Group Brother Company | 8,000 | 4,000 | 4,500 | Company and Zheneng Finance Company Deposit Business (Jan-Jun 2025) | Related Party | Related Relationship | Maximum Daily Deposit Limit (yuan) | Deposit Interest Rate Range | Beginning Balance (yuan) | Total Deposit Amount in Current Period (yuan) | Total Withdrawal Amount in Current Period (yuan) | Ending Balance (yuan) | | :------------ | :------------------- | :--------------------------------- | :-------------------------- | :----------------------- | :------------------------------------ | :------------------------------------- | :-------------------- | | Zheneng Finance Company | Group Brother Company | 1,000,000,000.00 | 0.05%-0.99% | 300,060,730.83 | 1,697,372,948.86 | 1,631,918,134.29 | 365,515,545.40 | Company and Zheneng Finance Company Loan Business (Jan-Jun 2025) | Related Party | Related Relationship | Loan Limit (yuan) | Loan Interest Rate Range | Beginning Balance (yuan) | Total Loan Amount in Current Period (yuan) | Total Repayment Amount in Current Period (yuan) | Ending Balance (yuan) | | :------------ | :------------------- | :---------------- | :----------------------- | :----------------------- | :--------------------------------- | :--------------------------------- | :-------------------- | | Zheneng Finance Company | Group Brother Company | 80,000,000.00 | 2.30%-2.60% | 80,000,000.00 | 40,000,000.00 | 75,000,000.00 | 45,000,000.00 | XI. Significant Contracts and Their Fulfillment This section discloses the fulfillment of significant contracts signed by the company with related parties, including financial service cooperation agreements, coal transportation contracts, and annual vessel fuel supply agreements, indicating close cooperation between the company and its related parties in finance, transportation, and material supply - The company signed a financial service cooperation agreement with Zheneng Finance Company; as of the end of the reporting period, the cumulative loan balance was 45 million yuan, and the maximum daily deposit balance was 499.5881 million yuan[82] - The company signed a three-year "Coal Transportation Contract" with Zheneng Fuxing and Zhoushan Fuxing, with an actual execution amount of 371.0549 million yuan during the reporting period[83] - The company signed an "Annual Vessel Fuel Supply Agreement" with Zhejiang Zheneng Petroleum Fuel Sales Co., Ltd., with an actual execution amount of 189.1641 million yuan during the reporting period[83] XIII. Explanation of Other Significant Matters This section discloses the share increase plan of Zhejiang Zheneng Fuel Group Co., Ltd., an acting-in-concert party of the company's controlling shareholder, which intends to increase its shareholding in the company by no more than 2% within the next 12 months - Zhejiang Zheneng Fuel Group Co., Ltd., an acting-in-concert party of the company's controlling shareholder Ningbo Marine Group Co., Ltd., intends to increase its shareholding in the company by no more than 24,130,684 shares, representing no more than 2% of the company's total share capital, through centralized bidding or block trading within the next 12 months[84] Section VI Share Changes and Shareholder Information I. Share Capital Changes During the reporting period, there were no changes in the company's total share capital or share structure - During the reporting period, there were no changes in the company's total share capital or share structure[85] II. Shareholder Information As of the end of the reporting period, the total number of ordinary shareholders was 118,609; among the top ten shareholders, Ningbo Marine Group Co., Ltd., Ningbo Yongtong Marine Industry Development Co., Ltd., and Zhejiang Provincial Energy Group Co., Ltd. were the top three, and they have related-party relationships - As of the end of the reporting period, the total number of ordinary shareholders was 118,609 households[87] Top Ten Shareholders' Shareholding (Period-End) | Shareholder Name | Period-End Shareholding (shares) | Proportion (%) | Shareholder Nature | | :--------------- | :------------------------------- | :------------- | :----------------- | | Ningbo Marine Group Co., Ltd. | 191,426,648 | 15.87 | State-owned Legal Person | | Ningbo Yongtong Marine Industry Development Co., Ltd. | 183,919,720 | 15.24 | State-owned Legal Person | | Zhejiang Provincial Energy Group Co., Ltd. | 154,736,242 | 12.82 | State-owned Legal Person | | Ningbo Bonded Area Luyuan Investment Co., Ltd. | 27,250,000 | 2.26 | Domestic Non-State-owned Legal Person | | Tianjin Port (Group) Co., Ltd. | 15,000,000 | 1.24 | State-owned Legal Person | | Zhejiang Zheneng Fuel Group Co., Ltd. | 11,472,857 | 0.95 | State-owned Legal Person | | Zhejiang Huayun Clean Energy Co., Ltd. | 8,946,072 | 0.74 | State-owned Legal Person | | UBS AG | 7,885,761 | 0.65 | Overseas Legal Person | | Ningbo Jiangbei Fubo Enterprise Management Consulting Co., Ltd. | 7,268,288 | 0.60 | Domestic Non-State-owned Legal Person | | Fu Xiangtao | 3,960,600 | 0.33 | Domestic Natural Person | - The largest shareholder, Ningbo Marine Group Co., Ltd., has related-party relationships with Ningbo Yongtong Marine Industry Development Co., Ltd., Zhejiang Provincial Energy Group Co., Ltd., and Zhejiang Zheneng Fuel Group Co., Ltd.; Zhejiang Provincial Energy Group Co., Ltd. holds 51% of the shares in both the largest shareholder and Ningbo Yongtong Marine Industry Development Co., Ltd[89] Section VII Bond-Related Information I. Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments The company had no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments during this reporting period - The company had no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments during this reporting period[91] II. Convertible Corporate Bonds The company had no convertible corporate bonds during this reporting period - The company had no convertible corporate bonds during this reporting period[91] Section VIII Financial Report I. Audit Report This semi-annual report is unaudited - This semi-annual report is unaudited[5] II. Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the first half of 2025, comprehensively presenting the company's financial position, operating results, and cash flow situation - The consolidated balance sheet shows that as of June 30, 2025, the company's total assets were 6.342 billion yuan, and total liabilities were 1.329 billion yuan[95] - The consolidated income statement shows that for January-June 2025, operating revenue was 1.157 billion yuan, and net profit attributable to parent company shareholders was -39.23 million yuan[100][102] - The consolidated cash flow statement shows that for January-June 2025, net cash flow from operating activities was 312.37 million yuan, net cash flow from investing activities was -88.73 million yuan, and net cash flow from financing activities was -132.36 million yuan[109] III. Company Basic Information This section details the company's establishment, history of share capital changes, registered capital, legal representative, unified social credit code, industry, registered address, business scope, and controlling parent company and ultimate controlling party - Ningbo Marine Co., Ltd. was established on April 18, 1997, and approved for A-share listing and trading on March 6, 1997[122] - The company's share capital has undergone multiple issuances, transfers, and placements; as of June 30, 2025, the total issued share capital was 1.2065342 billion shares, and registered capital was 1.2065342 billion yuan[122][123][124][125] - The company's industry is transportation, with a business scope including domestic coastal and Yangtze River mid-lower reaches general cargo and refined oil tanker transportation; international vessel general cargo transportation; and the Ningbo Ring Expressway West Section project operated by its controlling subsidiary Ningbo Marine Mingzhou Expressway Co., Ltd[125][126] - The company's controlling parent company is Ningbo Marine Group Co., Ltd., and the ultimate controlling party is the Zhejiang Provincial People's Government State-owned Assets Supervision and Administration Commission[126] V. Significant Accounting Policies and Estimates This section elaborates on the enterprise accounting standards, significant accounting policies, and accounting estimates followed by the company in preparing its financial statements, covering financial instruments, revenue recognition, asset impairment, and leases, providing a basis for understanding the financial data - The company's financial statements are prepared on a going concern basis, comply with enterprise accounting standards, and truly and completely reflect its financial position[127][128][130] - The company uses a 12-month period as the liquidity classification standard for assets and liabilities, and adopts RMB as its functional currency, with overseas subsidiaries using USD[132][133] - The company classifies financial assets into three categories: measured at amortized cost, measured at fair value through other comprehensive income, and measured at fair value through profit or loss, and specifies the conditions for recognition, measurement, and derecognition[141] - The company recognizes transportation service revenue over time based on the progress of services provided (proportion of days sailed to estimated total days), and toll highway revenue is recognized upon receipt of payment or acquisition of evidence[193][194] VI. Taxation This section discloses the company's main tax types and rates, including VAT, property tax, urban maintenance and construction tax, education surcharge, local education surcharge, and corporate income tax, and explains the tax incentives enjoyed by the company, such as VAT zero-rate for international transportation services and corporate profit tax exemption for overseas subsidiaries Main Tax Types and Rates | Tax Type | Tax Basis | Tax Rate | | :------- | :-------- | :------- | | VAT | Sales of goods and taxable services income | 13%, 9%, 6%, 3%, 0% | | Property Tax | Original value of property or rental income | 1.2%, 12% | | Corporate Income Tax | Taxable income | 17%, 25% | - The company's waterborne international transportation services are subject to VAT zero-rate[205] - Subsidiaries Ningbo Marine (Singapore) Co., Ltd. and Ningbo Innovation Shipping Co., Ltd. qualify for Singapore's "Maritime Sector Incentive - Approved International Shipping Enterprise (MIS-AIS)" scheme, exempting qualified shipping business income from corporate profit tax until August 31, 2026[205] - The company can enjoy tax incentives for recruiting demobilized soldiers, including sequential deductions from VAT, urban maintenance and construction tax, education surcharge, local education surcharge, and corporate income tax[206] VII. Notes to Consolidated Financial Statement Items This section provides detailed notes for each item in the consolidated financial statements, including monetary funds, accounts receivable, construction in progress, short-term borrowings, operating revenue, and costs, explaining period-end balances, current period changes, and reasons for changes, offering specific data support for understanding the company's financial position and operating results Composition of Monetary Funds (Period-End) | Item | Period-End Balance (yuan) | | :--- | :------------------------ | | Bank Deposits | 292,972,969.56 | | Deposits with Finance Company | 201,082,954.26 | | Total | 494,076,923.82 | | Of which: Total funds deposited overseas | 137,188,969.26 | - Accounts receivable period-end book balance was 413,185,284.47 yuan, with 99.50% due within 1 year, and bad debt provision of 2,124,704.18 yuan[210][211] - Construction in progress period-end balance was 224,895,574.36 yuan, mainly for 4 x 64,000 DWT bulk carrier projects, with an increase of 107.2 million yuan in the current period[254][255] - Short-term borrowings period-end balance was 45,028,750.01 yuan, a significant decrease from 80,062,833.33 yuan at the beginning of the period, primarily for credit loans[269] - Operating revenue was 1,156,897,789.59 yuan, operating cost was 1,108,347,728.55 yuan, of which shipping business revenue was 927,219,866.19 yuan, and highway business revenue was 223,070,133.82 yuan[303] VIII. Research and Development Expenses This section discloses the company's R&D expenses during the reporting period, with a current period amount of 28,640.77 yuan, all expensed R&D, primarily for outsourced R&D fees R&D Expenses by Nature of Expense (Jan-Jun 2025) | Item | Current Period Amount (yuan) | | :--- | :--------------------------- | | Outsourced R&D Expenses | 28,640.77 | | Total | 28,640.77 | | Of which: Expensed R&D Expenses | 28,640.77 | | Capitalized R&D Expenses | - | IX. Changes in Consolidation Scope During this reporting period, the company had no changes in consolidation scope due to non-same control business combinations, same control business combinations, reverse acquisitions, or disposal of subsidiaries - During this reporting period, the company had no changes in consolidation scope due to non-same control business combinations, same control business combinations, reverse acquisitions, or disposal of subsidiaries[341] X. Interests in Other Entities This section discloses the company's interests in subsidiaries and associates, including the composition of the enterprise group, key financial information of important non-wholly-owned subsidiaries, and summarized financial information of unimportant joint ventures and associates Composition of Enterprise Group (Subsidiaries) | Subsidiary Name | Main Operating Location | Registered Capital | Business Nature | Shareholding Ratio (%) (Direct) | | :-------------- | :---------------------- | :----------------- | :-------------- | :------------------------------ | | Ningbo Marine Mingzhou Expressway Co., Ltd. | Ningbo, Zhejiang | 1,193 million RMB | Transportation Industry | 51.00 | | Ningbo Marine (Singapore) Co., Ltd. | Singapore | 100,000 USD | Water Transportation Industry | 100.00 | | Ningbo Jianghai Transportation Co., Ltd. | Ningbo, Zhejiang | 18 million RMB | Water Transportation Industry | 77.00 | | Zhejiang Zheneng Tongli Shipping Co., Ltd. | Hangzhou, Zhejiang | 50 million RMB | Water Transportation Industry | 60.00 | | Zhejiang Fuxing Marine Co., Ltd. | Hangzhou, Zhejiang | 300 million RMB | Water Transportation Industry | 51.00 | Key Financial Information of Important Non-Wholly-Owned Subsidiaries (Jan-Jun 2025) | Subsidiary Name | Minority Shareholding Ratio (%) | Net Profit Attributable to Minority Shareholders in Current Period (yuan) | Dividends Declared to Minority Shareholders in Current Period (yuan) | Minority Interests Balance at Period-End (yuan) | | :-------------- | :------------------------------ | :-------------------------------------------------------- | :----------------------------------------------------------- | :------------------------------------------ | | Ningbo Marine Mingzhou Expressway Co., Ltd. | 49.00 | 8,722,041.50 | 53,900,000.00 | 716,890,856.17 | Summarized Financial Information of Unimportant Associates (Period-End Balance/Current Period Amount) | Item | Associates | | :--- | :--------- | | Total Investment Book Value (yuan) | 438,209.00 | | Net Profit (yuan) | 78,365.60 | | Total Comprehensive Income (yuan) | 78,365.60 | XI. Government Grants This section discloses the government grants recognized by the company at the end of the reporting period based on receivable amounts, liability items involving government grants, and government grants recognized in profit or loss for the current period, showing that the company received multiple asset-related and income-related government grants Liability Items Involving Government Grants (Period-End) | Financial Statement Item | Beginning Balance (yuan) | New Grants in Current Period (yuan) | Ending Balance (yuan) | Asset/Income Related | | :----------------------- | :----------------------- | :---------------------------------- | :-------------------- | :------------------- | | Deferred Income | 35,177,988.81 | 5,941,900.00 | 41,119,888.81 | / | Government Grants Recognized in Profit or Loss for the Current Period (Jan-Jun 2025) | Type | Current Period Amount (yuan) | | :--- | :--------------------------- | | Income-Related | 4,464,060.48 | | Total | 4,464,060.48 | XII. Risks Related to Financial Instruments This section details the credit risk, liquidity risk, and market risk (including interest rate risk and foreign exchange risk) faced by the company, and explains the company's strategies and practices for managing these risks, aiming to balance risk and return and minimize negative impacts - The company's risk management objective is to balance risk and return, minimize the negative impact of risks on operating performance, and maximize shareholder interests[352] - Credit risk primarily arises from monetary funds and receivables; the company controls this risk by depositing funds with highly-rated financial institutions and regularly assessing customer credit[356] - Liquidity risk is controlled by comprehensively utilizing various financing methods such as bill settlement and bank loans, and adopting an appropriate combination of long-term and short-term financing[358] - Interest rate risk is mainly related to bank loans with floating interest rates, and foreign exchange risk is mainly related to foreign currency monetary assets and liabilities; the company will buy and sell foreign currencies at market exchange rates to maintain an acceptable net risk exposure[361][362] XIII. Disclosure of Fair Value This section discloses the fair value of the company's assets and liabilities measured at fair value at the end of the reporting period, primarily other non-current financial assets (funds), and explains the valuation techniques and significant parameters for Level 3 fair value measurement items Fair Value of Assets and Liabilities Measured at Fair Value at Period-End | Item | Level 3 Fair Value Measurement (yuan) | Total (yuan) | | :--- | :------------------------------------ | :----------- | | I. Recurring Fair Value Measurement | | | | (I) Trading Financial Assets and Other Non-Current Financial Assets | 443,574,459.80 | 443,574,459.80 | | 1. Financial assets measured at fair value through profit or loss | 443,574,459.80 | 443,574,459.80 | | (1) Equity instrument investments | 443,574,459.80 | 443,574,459.80 | | Total recurring fair value measured assets | 443,574,459.80 | 443,574,459.80 | - The company's Level 3 fair value measurement items are investments in partnership enterprises (fund companies), whose fair value is assessed by reviewing the reasonableness and reliability of third-party intermediary audit reports and simulating distributions according to the investment fund company agreements' distribution clauses[365] XIV. Related Parties and Related-Party Transactions This section details the company's parent company, subsidiaries, joint ventures and associates, and other related parties, and lists related-party transactions during the reporting period, including purchases and sales of goods, provision and acceptance of services, related-party leases, related-party fund borrowings, and other financial services, as well as related-party commitments - The company's parent company is Ningbo Marine Group Co., Ltd., and the ultimate controlling party is the Zhejiang Provincial People's Government State-owned Assets Supervision and Administration Commission[367] - The company engaged in significant fuel procurement and vessel transportation service transactions with Zhejiang Zheneng Petroleum Fuel Sales Co., Ltd., Zheneng Fuxing, and other related parties[370][371] - The company, as lessee, paid lease fees to Zheneng International Singapore First Shipping Co., Ltd., Zhejiang Zheneng Comprehensive Energy Technology Research and Development Co., Ltd., and other related parties[373] - The company had fund borrowings with Zheneng Finance Company, with 45 million yuan borrowed in the current period, and an outstanding loan balance of 45 million yuan at period-end[375] - The company signed a financial service cooperation agreement with Zheneng Finance Company, stipulating a maximum daily deposit balance of 1 billion yuan and a total credit line of 1.5 billion yuan[381] XV. Share-Based Payment The company had no share-based payment related information during this reporti