Workflow
智云股份(300097) - 2025 Q2 - 季度财报

Section 1. Important Notice, Table of Contents, and Definitions This section provides crucial disclaimers, lists the report's reference documents, and defines key terms used throughout the report Important Notice The company's board of directors and senior management affirm the truthfulness, accuracy, and completeness of the semi-annual report, taking legal responsibility, while also stating no cash dividends, bonus shares, or capital reserve conversions are planned - The company's board of directors and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, with no false records, misleading statements, or major omissions4 - Company head Shi Liquan, chief accountant Zhang Xiumin, and head of accounting department Zhang Xiumin declare the financial report is true, accurate, and complete4 - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital5 Catalogue of Reference Documents This section lists the company's semi-annual report reference documents, including financial statements signed and sealed by the legal representative, chief accountant, and head of accounting, along with original copies of all company documents and announcements publicly disclosed on the CSRC-designated website during the reporting period - Reference documents include financial statements bearing the signatures and seals of the company's legal representative, chief accountant, and head of the accounting department9 - Reference documents also include original copies of all company documents and announcements publicly disclosed on the CSRC-designated website during the reporting period10 Definitions This section defines common terms used in the report, clarifying that "Company," "the Company," and "Zhiyun Shares" all refer to Dalian Zhiyun Automation Equipment Co., Ltd., lists full names of major subsidiaries and related parties, and defines the "reporting period" as January 1, 2025, to June 30, 2025 - "Company," "the Company," and "Zhiyun Shares" all refer to Dalian Zhiyun Automation Equipment Co., Ltd13 - The reporting period refers to January 1, 2025, to June 30, 202513 Section 2. Company Profile and Key Financial Indicators This section provides an overview of the company's basic information, contact details, and presents key accounting data and financial indicators for the reporting period I. Company Profile The company's stock ticker is ST Zhiyun, stock code 300097, listed on the Shenzhen Stock Exchange, with Shi Liquan as its legal representative and contact address in Shenzhen, Guangdong Province Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | ST Zhiyun | | Stock Code | 300097 | | Stock Exchange | Shenzhen Stock Exchange | | Chinese Name | Dalian Zhiyun Automation Equipment Co., Ltd. | | Legal Representative | Shi Liquan | - The company's Board Secretary is Hua Jiarong, and Securities Affairs Representative is Ma Chendi, with contact phone and fax both 0755-81451722, and email zhiyun_ir@zhiyun-cn.com16 II. Contact Persons and Information The company's Board Secretary is Hua Jiarong, and Securities Affairs Representative is Ma Chendi, both sharing the same contact address in Shenzhen, Guangdong Province, along with identical phone, fax, and email information Company Contact Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Hua Jiarong | Fuhai Street, Bao'an District, Shenzhen, Guangdong Province, No. 126 Dayang Road | 0755-81451722 | 0755-81451722 | zhiyun_ir@zhiyun-cn.com | | Securities Affairs Representative | Ma Chendi | Fuhai Street, Bao'an District, Shenzhen, Guangdong Province, No. 126 Dayang Road | 0755-81451722 | 0755-81451722 | zhiyun_ir@zhiyun-cn.com | III. Other Information During the reporting period, there were no changes in the company's contact information, information disclosure and placement locations, or registration details, with specific information available in the 2024 annual report - The company's registered address, office address, postal code, website, and email address remained unchanged during the reporting period17 - The securities exchange website and media name and URL for the company's semi-annual report disclosure, as well as the semi-annual report's placement location, remained unchanged during the reporting period18 - The company's registration status remained unchanged during the reporting period19 IV. Key Accounting Data and Financial Indicators In the first half of 2025, the company's operating revenue significantly decreased by 63.59% to 89.13 million yuan, and net profit attributable to shareholders turned from profit to loss, declining by 1131.46% to -105.61 million yuan, while net cash flow from operating activities also sharply dropped by 131.80% to -2.90 million yuan, with total assets and net assets attributable to shareholders decreasing by 15.20% and 21.49% respectively at period-end Key Accounting Data and Financial Indicators (Year-on-Year Change) | Indicator | Current Reporting Period (yuan) | Prior Year Period (yuan) | Current Period vs. Prior Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 89,132,188.16 | 244,807,744.56 | -63.59% | | Net Profit Attributable to Shareholders of Listed Company | -105,612,202.19 | 10,239,140.65 | -1,131.46% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains/Losses) | -106,864,675.93 | 9,670,670.27 | -1,205.04% | | Net Cash Flow from Operating Activities | -2,904,033.62 | 9,131,291.81 | -131.80% | | Basic Earnings Per Share (yuan/share) | -0.37 | 0.04 | -1,025.00% | | Diluted Earnings Per Share (yuan/share) | -0.37 | 0.04 | -1,025.00% | | Weighted Average Return on Net Assets | -24.07% | 1.62% | -25.69% | | Period-End Indicators | Current Period-End (yuan) | Prior Year-End (yuan) | Current Period-End vs. Prior Year-End Change | | Total Assets | 753,543,559.69 | 888,612,341.44 | -15.20% | | Net Assets Attributable to Shareholders of Listed Company | 385,918,627.54 | 491,538,931.37 | -21.49% | V. Differences in Accounting Data Under Domestic and Overseas Accounting Standards During the reporting period, the company reported no differences in net profit and net assets between financial statements disclosed under International Accounting Standards or overseas accounting standards and those under Chinese Accounting Standards - During the reporting period, the company had no differences in net profit and net assets between financial reports disclosed under International Accounting Standards and Chinese Accounting Standards21 - During the reporting period, the company had no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese Accounting Standards22 VI. Non-Recurring Gains and Losses and Amounts During the reporting period, the company's total non-recurring gains and losses amounted to 1.25 million yuan, primarily comprising government grants, non-current asset disposal gains/losses, and debt restructuring gains/losses, with no other items defined as non-recurring or reclassified as recurring Non-Recurring Gains and Losses and Amounts | Item | Amount (yuan) | Explanation | | :--- | :--- | :--- | | Gains/Losses from disposal of non-current assets (including the write-back of impairment provisions already made) | -34,220.75 | | | Government grants recognized in current profit or loss (excluding those closely related to the company's normal operations, compliant with national policies, enjoyed according to fixed standards, and having a continuous impact on the company's profit or loss) | 1,235,000.94 | | | Gains/Losses from debt restructuring | -13,980.00 | | | Other non-operating income and expenses apart from the above items | 65,673.55 | | | Total | 1,252,473.74 | | - The company has no other specific items of gains or losses that meet the definition of non-recurring gains and losses25 Section 3. Management Discussion and Analysis This section provides a comprehensive analysis of the company's primary business operations, core competencies, financial performance, investment activities, and risk management strategies during the reporting period I. Main Business Activities During the Reporting Period The company's core business is automated equipment for touch display module segments, a semiconductor sub-field driven by consumer electronics, new energy vehicle displays, and OLED technology, with 68% of its touch display module equipment revenue from OLED-compatible devices, operating under R&D, direct sales, production-based procurement, and sales-driven production models, while reporting losses primarily due to lower-than-expected downstream demand, delayed acceptance, and significant credit impairment provisions - The company's core products are touch display module segment automated equipment, a sub-field of semiconductors27 - In the first quarter of 2025, total shipments of small and medium-sized display panels reached 1.048 billion units, with AMOLED panels accounting for 612 million units, representing a 58% market share27 - Shipments of small and medium-sized display panels are projected to decrease to 942 million units in the second quarter of 2025, a 10% sequential decline and 6% year-on-year decrease28 - In the first half of 2025, revenue from the company's touch display module segment equipment applicable to OLED display panels accounted for approximately 68% of its total touch display module equipment business revenue35 - The primary reasons for the company's performance loss during the reporting period were reduced overall operating revenue and lower net profit due to the touch display module segment automated equipment business being affected by lower-than-expected downstream demand and acceptance progress, coupled with a 78.96 million yuan provision for credit impairment, an increase of 1,268.09% compared to the same period last year50 (I) Overview of the Company's Industry The company operates in the touch display module segment automated equipment industry, a semiconductor sub-field driven by consumer electronics like smartphones and automotive displays, where OLED panel market share is growing, flexible AMOLED is becoming mainstream, and China's accelerated panel localization and OLED capacity expansion create opportunities for domestic equipment manufacturers, with automotive display panel shipments expected to exceed 250 million units in 2025, growing at a 7.2% CAGR from 2023-2028 - In the first quarter of 2025, total shipments of small and medium-sized display panels reached 1.048 billion units, with AMOLED panels accounting for 612 million units, representing a 58% market share27 - Global automotive display panel shipments reached 232 million units in 2024, a 6.2% year-on-year increase, with 53% of the share coming from mainland Chinese manufacturers31 - In the first quarter of 2025, smartphones equipped with AMOLED display panels accounted for 63% of global total shipments, a significant increase from 57% in the same period last year32 - Domestic manufacturers' AMOLED display panel shipments reached 364 million units in 2024, a substantial increase of over 120 million units compared to 202334 (II) Industry Development Trends Industry trends include automation and intelligence replacing manual labor in manufacturing, market expansion driven by the display panel industry's high prosperity, accelerated domestic substitution, and intensified market competition compressing corporate profits, with large-scale equipment renewal policies expected to boost industrial equipment investment by over 25% by 2027 compared to 2023, creating a market exceeding 5 trillion yuan - In 2024, the State Council proposed an "Action Plan for Promoting Large-scale Equipment Renewal and Trade-in of Consumer Goods," projecting that by 2027, China's industrial equipment investment scale will increase by over 25% compared to 2023, forming a huge annual market exceeding 5 trillion yuan37 - According to CINNO Research data, mainland China's OLED panel production capacity reached 43% of the global total in 2024, and is expected to further increase to 49% by 203038 - The increasing number of domestic display device manufacturing enterprises has intensified industry competition, leading to weaker bargaining power and continuous compression of profit margins for display module equipment companies42 (III) Company's Industry Position The company is one of the few domestic enterprises capable of providing customized intelligent manufacturing equipment solutions, possessing strong competitiveness in the touch display module segment automated equipment sub-field, with products certified by international first-tier companies and a client base including numerous international and domestic top-tier brand suppliers - The company is one of the few domestic enterprises capable of providing customized intelligent manufacturing equipment solutions43 - The company's automated equipment for touch display module segments, including bonding, dispensing, bending, laminating, and testing products, holds a strong competitive advantage among domestic manufacturers and has received certification from international first-tier enterprises43 (IV) Company's Main Business Operations During the Reporting Period During the reporting period, the company's main business remained largely unchanged, focusing on high-end intelligent manufacturing equipment, with core operations in touch display module segment automated equipment covering bonding, dispensing, bending, laminating, and testing, having penetrated mainstream domestic OLED panel and module manufacturers, and also engaging in automotive powertrain intelligent manufacturing equipment - During the reporting period, there were no significant changes in the company's main business activities, which continue to focus on high-end intelligent manufacturing equipment44 - The company's core business is automated equipment for touch display module segments, holding a leading position in various sub-industries such as bonding, dispensing, bending, laminating, and testing, and has achieved coverage of mainstream domestic OLED panel and module manufacturers44 Company's Main Products and Application Areas | Business Segment | Main Products | Application Areas | | :--- | :--- | :--- | | Touch Display Module Segment Automated Equipment Business | Full-automatic COG, FOG, COF, COP, FOP, FOF high-precision bonding equipment; full-automatic sealing and precision dispensing equipment; AOI inspection, particle inspection, and other full-automatic inspection equipment; automatic glass cleaning machines, full-automatic POL laminating machines, precision inspection machines, full-automatic terminal cleaning machines, ACF laminating machines, backlight assembly machines, OCA full-automatic laminating equipment, 3D laminating equipment, curved surface laminating equipment, OLED full-automatic bending machines, etc.; CCM camera inspection and assembly equipment; automotive intelligent module lines, fingerprint module full-automatic production lines, etc. | Precision assembly, production, and inspection of 3C modules such as touch display modules | | Automotive Powertrain Intelligent Manufacturing Equipment Business | Automatic inspection equipment, automatic assembly equipment, cleaning and filtration equipment, logistics handling equipment, and multi-station special processing equipment, etc. | Intelligent manufacturing automation equipment for automotive engines, transmissions, motors, etc. | (V) Business Model During the reporting period, the company's business model remained largely unchanged, primarily adopting independent R&D, direct order sales, production-driven procurement, and sales-driven production, fostering close client collaboration through proactive R&D and technological reserves, expanding markets via diverse client resources and comprehensive solutions, formulating procurement plans based on orders and production schedules, and manufacturing according to client requirements and market forecasts, while actively promoting distributed production and product standardization - The company adopts an independent R&D model, possessing an experienced professional R&D team and a comprehensive R&D innovation system, and has established close cooperative relationships with downstream customers46 - The company primarily employs an order-based direct sales model, leveraging its technical strength and customer resources to actively expand orders and provide comprehensive solutions to potential clients47 - The company primarily adopts a production-driven procurement model, formulating procurement plans based on order demands and production schedules, and maintaining appropriate inventory for some raw materials48 - The company primarily adopts a sales-driven production model, formulating production plans based on customer requirements, and pre-producing some standard model equipment as safety stock49 (VI) Key Performance Drivers During the Reporting Period During the reporting period, the company's operating revenue decreased by 63.59% year-on-year to 89.13 million yuan, and net profit attributable to shareholders declined by 1,131.46% to -105.61 million yuan, with losses primarily driven by reduced revenue from the touch display module segment automated equipment business due to lower-than-expected downstream demand and acceptance progress, coupled with a 78.96 million yuan provision for credit impairment Key Performance Data During the Reporting Period | Indicator | Amount (million yuan) | Year-on-Year Change | | :--- | :--- | :--- | | Operating Revenue | 89.13 | -63.59% | | Net Profit Attributable to Shareholders of Listed Company | -105.61 | -1,131.46% | - The primary reason for the performance loss was the touch display module segment automated equipment business being affected by lower-than-expected downstream demand and acceptance progress, leading to a decrease in the company's overall operating revenue and net profit50 - A credit impairment provision of 78.96 million yuan was made in this reporting period, an increase of 1,268.09% compared to the same period last year, collectively resulting in the current period's performance loss50 II. Analysis of Core Competencies During the reporting period, the company's core competencies remained largely unchanged, primarily demonstrated through its core technological advantages, customer resource advantages, product development advantages, and brand effect advantages, possessing 189 valid patents and 42 software copyrights, maintaining stable collaborations with renowned domestic and international enterprises, operating a product development platform capable of rapid market response, and establishing a strong brand reputation within the industry - The company regards scientific and technological R&D as its most core endogenous driving force for development, having established a well-structured and standardized R&D system, and possessing continuous independent R&D and innovation capabilities52 - As of the end of this reporting period, the company and its subsidiaries held 189 authorized valid patents (including 43 invention patents, 140 utility model patents, and 6 design patents) and 42 software copyrights52 - Leveraging its robust technical strength, high-quality products, and after-sales service, the company has accumulated extensive customer resources from renowned domestic and international enterprises, achieving coverage of mainstream domestic display panel manufacturers and module manufacturers53 - The company's core subsidiary, Shenzhen Xinsanli Automation Equipment Co., Ltd., has been recognized as a high-tech enterprise and a national "Little Giant" enterprise specializing in niche sectors, possessing a stable and high-quality technical R&D and product development talent team, and forming a market-responsive rapid reaction mechanism54 - The company's product line covers multiple manufacturing processes for touch display module segment automated equipment, establishing a strong reputation in the industry through advantages in technology development, product quality, and service quality, with its brand widely recognized and accepted by the market55 III. Analysis of Main Business Operations During the reporting period, the company's main business revenue decreased by 63.59% year-on-year to 89.13 million yuan, primarily due to a decline in touch display module segment automated equipment revenue; operating costs decreased by 52.61%, and selling expenses by 59.55%; financial expenses increased by 79.76% due to loan interest subsidies received in the prior year; net cash flow from operating activities decreased by 131.80% to -2.90 million yuan, with the touch display module segment equipment business experiencing a reduced revenue share and a significant 15.65% drop in gross profit margin Key Financial Data Year-on-Year Changes | Indicator | Current Reporting Period (yuan) | Prior Year Period (yuan) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 89,132,188.16 | 244,807,744.56 | -63.59% | Touch display module segment automated equipment business revenue declined due to downstream demand and acceptance progress | | Operating Cost | 74,148,356.69 | 156,476,451.02 | -52.61% | Revenue decline, proportional decrease in revenue cost | | Selling Expenses | 4,050,894.68 | 10,014,592.70 | -59.55% | Decrease in business development expenses for touch display module segment automated equipment | | Financial Expenses | 1,904,086.97 | 1,059,247.82 | 79.76% | Loan interest subsidies received in the prior year period | | Income Tax Expense | -2,794,450.88 | 3,435,732.63 | -181.33% | Change in deductible temporary differences in the current period | | Net Cash Flow from Operating Activities | -2,904,033.62 | 9,131,291.81 | -131.80% | Both operating cash inflows and outflows decreased, with inflows decreasing more significantly than outflows | | Net Cash Flow from Investing Activities | 5,395,364.00 | -2,677,171.52 | 301.53% | Received proceeds from planned disposal of factory buildings in the current reporting period | | Net Cash Flow from Financing Activities | -10,871,541.79 | -5,588,916.31 | -94.52% | Both borrowings obtained and repayments made increased in the current reporting period compared to the prior year period | | Net Increase in Cash and Cash Equivalents | -8,423,539.70 | 868,007.76 | -1,070.45% | Comprehensive impact of net cash flows from operating, investing, and financing activities | Products or Services Accounting for Over 10% of Revenue | Product or Service | Operating Revenue (yuan) | Operating Cost (yuan) | Gross Profit Margin | Operating Revenue Year-on-Year Change | Operating Cost Year-on-Year Change | Gross Profit Margin Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Touch Display Module Segment Equipment | 38,667,027.40 | 27,354,812.54 | 29.26% | -78.69% | -72.64% | -15.65% | | Automotive Intelligent Manufacturing Equipment | 50,465,160.76 | 46,793,544.15 | 7.28% | -20.32% | -17.20% | -3.50% | IV. Analysis of Non-Core Business Operations During the reporting period, non-core business operations impacted total profit, with credit impairment losses reaching -78.96 million yuan, accounting for 72.84% of total profit, primarily due to bad debt provisions for other receivables, while investment income was 0.43 million yuan, asset impairment was -2.95 million yuan, non-operating income was 0.54 million yuan, and non-operating expenses were 0.47 million yuan Impact of Non-Core Business on Total Profit | Item | Amount (yuan) | Proportion of Total Profit | Reason for Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | 425,383.11 | -0.39% | | No | | Asset Impairment | -2,945,574.30 | 2.72% | | No | | Non-Operating Income | 539,466.07 | -0.50% | | No | | Non-Operating Expenses | 474,851.50 | -0.44% | | No | | Credit Impairment | -78,964,812.33 | 72.84% | Primarily bad debt provision for other receivables in the current reporting period | No | V. Analysis of Assets and Liabilities At the end of the reporting period, the company's total assets were 754 million yuan, a 15.20% decrease from the prior year-end, with cash, accounts receivable, and contract assets declining, while inventory proportion increased; liabilities saw slight changes in short-term borrowings and contract liabilities; financial assets measured at fair value totaled 2.73 million yuan at period-end, mainly comprising receivables financing and other equity instrument investments, with certain assets, including cash, fixed assets, intangible assets, and long-term equity investments, having restricted rights Significant Changes in Asset Composition | Item | Current Period-End Amount (yuan) | Proportion of Total Assets | Prior Year-End Amount (yuan) | Proportion of Total Assets | Change in Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 19,189,452.01 | 2.55% | 39,736,282.17 | 4.47% | -1.92% | | Accounts Receivable | 123,651,834.26 | 16.41% | 152,945,551.99 | 17.21% | -0.80% | | Contract Assets | 23,870,893.92 | 3.17% | 37,976,567.82 | 4.27% | -1.10% | | Inventories | 201,438,527.84 | 26.73% | 205,873,311.41 | 23.17% | 3.56% | | Total Assets | 753,543,559.69 | | 888,612,341.44 | | -15.20% | | Short-Term Borrowings | 69,953,666.67 | 9.28% | 78,197,130.66 | 8.80% | 0.48% | | Contract Liabilities | 115,792,849.12 | 15.37% | 131,344,634.79 | 14.78% | 0.59% | Assets and Liabilities Measured at Fair Value | Item | Beginning Balance (yuan) | Period-End Balance (yuan) | | :--- | :--- | :--- | | Subtotal of Financial Assets | 1,477,000.00 | 1,477,000.00 | | Receivables Financing | 5,150,155.28 | 1,257,486.71 | | Total Above | 6,627,155.28 | 2,734,486.71 | - Other changes in receivables financing were primarily due to a decrease in the amount of high-credit-rated notes receivable held at the end of the reporting period69 VI. Analysis of Investment Activities During the reporting period, the company had no significant equity investments, non-equity investments, use of raised funds, entrusted wealth management, derivative investments, or entrusted loans; financial assets measured at fair value totaled 2.73 million yuan at period-end, a decrease from the beginning of the period, primarily due to reduced receivables financing - The company had no use of raised funds during the reporting period72 - The company had no entrusted wealth management, derivative investments, or entrusted loans during the reporting period737475 Financial Assets Measured at Fair Value | Asset Category | Initial Investment Cost (yuan) | Period-End Amount (yuan) | Other Changes (yuan) | | :--- | :--- | :--- | :--- | | Other | 6,627,155.28 | 2,734,486.71 | -3,892,668.57 | | Total | 6,627,155.28 | 2,734,486.71 | -3,892,668.57 | VII. Disposal of Significant Assets and Equity The company did not dispose of any significant assets or equity during the reporting period - The company did not dispose of any significant assets during the reporting period76 - The company did not dispose of any significant equity during the reporting period77 VIII. Analysis of Major Holding and Participating Companies The company's major subsidiary, Shenzhen Xinsanli Automation Equipment Co., Ltd., reported operating revenue of 38.64 million yuan during the period, a 78.70% year-on-year decrease, and a net loss of -37.53 million yuan, a 206.73% year-on-year decline, with performance changes primarily due to lower-than-expected downstream demand and acceptance progress; additionally, subsidiary Dalian Jieyun Automation Co., Ltd. has been deregistered, with no significant impact on overall production, operations, or performance Financial Performance of Major Subsidiaries | Company Name | Company Type | Registered Capital (yuan) | Operating Revenue (yuan) | Net Profit (yuan) | | :--- | :--- | :--- | :--- | :--- | | Shenzhen Xinsanli Automation Equipment Co., Ltd. | Subsidiary | 300,000,000.00 | 38,639,240.87 | -37,531,085.83 | - Shenzhen Xinsanli Automation Equipment Co., Ltd.'s operating revenue decreased by 78.70% and net profit decreased by 206.73% in the current reporting period compared to the same period last year78 - Subsidiary Dalian Jieyun Automation Co., Ltd. has been deregistered, with no significant impact on overall production, operations, or performance78 IX. Information on Structured Entities Controlled by the Company The company had no structured entities under its control during the reporting period - The company had no structured entities under its control during the reporting period79 X. Risks Faced by the Company and Countermeasures The company faces risks such as intensified market competition, lower-than-expected downstream demand, product R&D and technological updates, bad debts from accounts receivable, and inventory impairment provisions; it plans to address these by enhancing product competitiveness, expanding new customers and application areas, increasing R&D in new display technologies like OLED, and strengthening accounts receivable management and inventory control - The company faces the risk of intensified market competition and will respond by strictly controlling product quality, improving performance, reducing costs, increasing technological innovation, and expanding product categories and application areas80 - The company faces the risk of lower-than-expected downstream demand and will closely monitor industry developments, intensify R&D efforts in new display technologies like OLED, enhance product market competitiveness, and actively expand its base of high-quality customers81 - The company faces product R&D and technological update risks and will further increase R&D efforts in new display technologies like OLED, conduct forward-looking technological R&D in collaboration with downstream customers, and accelerate the upgrading of industrialized products82 - The company faces the risk of bad debts from accounts receivable and will improve internal controls, strengthen monitoring and management of accounts receivable, enhance customer credit risk tracking, and accelerate collection speed83 - The company faces the risk of inventory impairment provisions and will strengthen control and supervision over inventory inbound, measurement, outbound, and balance processes to improve inventory turnover speed84 XI. Registration Form for Research, Communication, Interview, and Other Activities During the Reporting Period During the reporting period, on April 29, 2025, the company hosted public investors via an online exchange on the Value Online platform, primarily discussing its 2024 annual performance, with relevant information disclosed on Juchao Information Network Research Activities Hosted During the Reporting Period | Reception Time | Reception Location | Reception Method | Type of Reception Object | Main Content Discussed and Materials Provided | | :--- | :--- | :--- | :--- | :--- | | April 29, 2025 | Value Online (https://www.ir-online.cn/) | Online platform exchange | Public investors | Company's 2024 Annual Performance Explanation | XII. Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan The company has not formulated a market value management system nor disclosed a valuation enhancement plan - The company has not formulated a market value management system87 - The company has not disclosed a valuation enhancement plan87 XIII. Implementation of "Quality and Return Dual Enhancement" Action Plan The company has not disclosed an announcement regarding the "Quality and Return Dual Enhancement" action plan - The company has not disclosed an announcement regarding the "Quality and Return Dual Enhancement" action plan87 Section 4. Corporate Governance, Environment, and Society This section details changes in the company's directors, supervisors, and senior management, outlines profit distribution plans, discusses environmental information disclosure, and highlights the company's social responsibility initiatives I. Changes in Directors, Supervisors, and Senior Management During the reporting period, the company experienced multiple changes in its directors, supervisors, and senior management, with Zhang Xiumin resigning as supervisor on April 8, 2025, and later appointed as CFO on June 5, 2025, while He Jiangxian was elected as employee representative supervisor on April 8, 2025, but subsequently resigned on June 27, 2025, due to the abolition of the board of supervisors in the company's articles of association, a change also affecting Luo Dong and Zou Menghua Changes in Directors, Supervisors, and Senior Management | Name | Position Held | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | Zhang Xiumin | Supervisor | Resignation | April 08, 2025 | Personal reasons | | He Jiangxian | Supervisor | Election | April 08, 2025 | Elected as employee representative supervisor by the company's first extraordinary employee representative meeting in 2025 | | Zhang Xiumin | Chief Financial Officer | Appointment | June 05, 2025 | Appointed as Chief Financial Officer by the eleventh extraordinary meeting of the sixth board of directors | | Luo Dong | Chairman of the Board of Supervisors | Resignation | June 27, 2025 | No longer serving as Chairman of the Board of Supervisors due to the abolition of the Board of Supervisors in the "Articles of Association" | | He Jiangxian | Supervisor | Resignation | June 27, 2025 | No longer serving as Supervisor due to the abolition of the Board of Supervisors in the "Articles of Association" | | Zou Menghua | Supervisor | Resignation | June 27, 2025 | No longer serving as Supervisor due to the abolition of the Board of Supervisors in the "Articles of Association" | II. Profit Distribution and Capital Reserve Conversion to Share Capital in the Current Reporting 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 period90 III. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures, nor their implementation, during the reporting period - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures, nor their implementation, during the reporting period91 IV. Environmental Information Disclosure The company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law - The listed company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law92 V. Social Responsibility During the reporting period, the company actively fulfilled its social responsibilities by improving governance, enhancing information disclosure, and engaging in multi-channel interactions to protect shareholder and creditor interests, operating legally, safeguarding employee rights, providing vocational training and safety production guarantees, while also maintaining mutually beneficial relationships with suppliers and customers, strengthening supplier management, and improving product quality and service - The company strictly adheres to laws and regulations, improves its governance structure, strengthens internal control systems, operates in a standardized manner, and interacts with investors through various channels to protect the interests of small and medium-sized investors92 - The company operates legally, signs labor contracts with employees, provides social insurance and housing provident funds, values employee growth and vocational training, and prioritizes production safety93 - The company adheres to a win-win principle with suppliers and customers, strengthens supplier management, responds quickly to customer needs, provides high-quality services, and enhances product quality93 Section 5. Significant Matters This section covers significant matters including unfulfilled commitments, related party transactions, litigation, penalties, and other material events impacting the company I. Commitments Fulfilled and Overdue Unfulfilled by the Company's Actual Controller, Shareholders, Related Parties, Acquirers, and Other Committed Parties During and as of the End of the Reporting Period During the reporting period, repurchase obligors including Anji Kaisheng, Anji Meiqian, Anji Zhongqian, Zhou Fei, and Zhou Kai failed to complete their Jiutian Zhongchuang equity repurchase obligations on time; according to the Shenzhen International Arbitration Court's ruling, obligors must pay 320.32 million yuan for equity repurchase but no performance compensation, with 145.77 million yuan in equity repurchase funds and 4.07 million yuan in legal and arbitration fees still owed to the company as of the report disclosure date, primarily by Sichuan Jiutian, prompting the company to initiate asset preservation and enforcement measures for recovery - The repurchase obligors failed to complete their equity repurchase obligations on time97 - According to the Shenzhen International Arbitration Court's ruling, the repurchase obligors must fulfill their repurchase obligations and pay an equity repurchase price of 320,324,097.88 yuan, but are not required to pay performance compensation95 - As of the disclosure date of this report, the repurchase obligors still need to pay the company 145,770,500 yuan in equity repurchase funds, and a total of 4,074,908 yuan in legal and arbitration fees96 - Sichuan Jiutian has not yet paid the 145,770,500 yuan equity repurchase amount96 - The company has applied to the Shenzhen Intermediate People's Court for compulsory enforcement of the arbitration award against the repurchase obligors, which has been accepted and put into execution97 II. Non-Operating Funds Occupied by Controlling Shareholders and Other Related Parties from the Listed Company During the reporting period, there were no instances of non-operating funds being occupied by controlling shareholders or other related parties from the listed company - During the reporting period, there were no instances of non-operating funds being occupied by controlling shareholders or other related parties from the listed company98 III. Irregular External Guarantees The company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period99 IV. Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was not audited - The company's semi-annual report was not audited100 V. Explanations by the Board of Directors, Board of Supervisors, and Audit Committee on the Accounting Firm's "Non-Standard Audit Report" for the Current Period During the reporting period, there was no "non-standard audit report" issued by the accounting firm for the company - During the reporting period, there was no "non-standard audit report" issued by the accounting firm for the company101 VI. Board of Directors' Explanation on Matters Related to the Prior Year's "Non-Standard Audit Report" During the reporting period, there was no explanation from the company regarding matters related to the prior year's "non-standard audit report" - During the reporting period, there was no explanation from the company regarding matters related to the prior year's "non-standard audit report"101 VII. Matters Related to Bankruptcy Reorganization The company had no matters related to bankruptcy reorganization during the reporting period - The company had no matters related to bankruptcy reorganization during the reporting period101 VIII. Litigation Matters The company is involved in multiple significant litigation and arbitration matters, including a final ruling in the equity repurchase dispute with Anji Kaisheng and other obligors, and Sichuan Jiutian Zhongchuang, requiring obligors to pay 320 million yuan for equity repurchase, with some amounts still outstanding, prompting the company to seek compulsory enforcement; arbitration proceedings for the contract dispute with Sichuan Jiutian (Case No. 3298) have been suspended due to a police investigation by Ziyang Public Security Bureau; additionally, the company is a plaintiff in 21 other lawsuits and a defendant in 42 cases that do not meet the threshold for significant litigation disclosure - The company filed for arbitration in the Jiutian Zhongchuang performance compensation and equity repurchase dispute involving Anji Kaisheng, Anji Meiqian, Anji Zhongqian, Zhou Fei, and Zhou Kai, with a case value of 446.55 million yuan, which has received a final award102 - The award requires Anji Kaisheng and others to jointly repurchase the company's 75.7727% equity in Jiutian Zhongchuang and pay an equity repurchase price of 320,324,097.88 yuan102 - As of the report disclosure date, the company has received cumulative equity repurchase payments of 174,553,597.88 yuan, with 145,770,500 yuan in equity repurchase funds and a total of 4,074,908 yuan in legal and arbitration fees still outstanding102 - The company filed for arbitration in the contract dispute with Sichuan Jiutian, Anji Kaisheng, and others (Case No. 3298), with a case value of 180.46 million yuan, and the arbitration proceedings were suspended on April 16, 2025, due to a police investigation initiated by the Ziyang Public Security Bureau103105 - The company is a plaintiff in 21 other lawsuits that do not meet the threshold for significant litigation disclosure, with a total case value of 26.23 million yuan, of which 13 cases are still pending107 - The company is a defendant in 42 other lawsuits that do not meet the threshold for significant litigation disclosure, with a total case value of 22.46 million yuan, of which 26 cases are still pending, and a total provision for estimated liabilities of 1.73 million yuan has been made for 11 of these cases107 IX. Penalties and Rectification The company was warned and fined 4 million yuan by the Dalian CSRC for false records in its 2022 annual report; directors Shi Liquan, Bao Feng, and Li Chao were also warned and fined 2 million yuan, 0.8 million yuan, and 0.5 million yuan respectively, while supervisors Luo Dong, Zou Menghua, and Zhang Xiumin received warning letters for inaccurate financial information disclosure in periodic reports Penalties and Rectification Status | Name/Entity | Type | Reason | Investigation and Penalty Type | Conclusion | Disclosure Date | | :--- | :--- | :--- | :--- | :--- | :--- | | Company | Other | False records in the company's 2022 annual report | Investigation or administrative penalty by China Securities Regulatory Commission | Dalian CSRC issued a warning to the company and imposed a fine of 4 million yuan. | March 17, 2025 | | Shi Liquan, Bao Feng, Li Chao | Directors | False records in the company's 2022 annual report | Investigation or administrative penalty by China Securities Regulatory Commission | Dalian CSRC issued warnings to Shi Liquan, Bao Feng, and Li Chao, and imposed fines of 2 million yuan, 0.8 million yuan, and 0.5 million yuan respectively. | March 17, 2025 | | Luo Dong, Zou Menghua, Zhang Xiumin | Supervisors | Inaccurate financial information disclosure in periodic reports | Other | Dalian CSRC took supervisory measures by issuing warning letters to Luo Dong, Zou Menghua, and Zhang Xiumin, and recorded them in the securities and futures market integrity file. | March 17, 2025 | X. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller During the reporting period, there were no integrity issues concerning the company, its controlling shareholder, or actual controller - During the reporting period, there were no integrity issues concerning the company, its controlling shareholder, or actual controller110 XI. Significant Related Party Transactions During the reporting period, the company had no related party transactions related to daily operations, asset or equity acquisitions/disposals, joint external investments, or related party creditor-debtor relationships; on April 23, 2025, the company approved a proposal to accept an estimated gratuitous guarantee limit from a related party, agreeing that Mr. Shi Liquan, Chairman and General Manager, would provide gratuitous guarantees or counter-guarantees for the financing of the company and its controlled subsidiaries and sub-subsidiaries, not exceeding 300 million yuan, though no new gratuitous guarantees occurred during the reporting period - During the reporting period, the company had no related party transactions related to daily operations, asset or equity acquisitions/disposals, joint external investments, or related party creditor-debtor relationships110111112113 - On April 23, 2025, the company approved a proposal to accept an estimated gratuitous guarantee limit from a related party, agreeing that Mr. Shi Liquan, Chairman and General Manager, would provide gratuitous guarantees or counter-guarantees for the financing of the company and its controlled subsidiaries and sub-subsidiaries, not exceeding 300 million yuan116117 - During the reporting period, no new gratuitous guarantee matters from Mr. Shi Liquan have occurred117 XII. Significant Contracts and Their Performance During the reporting period, the company had no trusteeship, contracting, or leasing matters, nor other significant contracts; it provided guarantees for subsidiaries, with approved guarantee limits totaling 300 million yuan and actual guarantees amounting to 64 million yuan during the period, and approved guarantee limits totaling 450 million yuan with actual guarantee balances of 64 million yuan at period-end; additionally, the company provided joint liability guarantee and real estate mortgage collateral for Shenzhen Xinsanli's 75 million yuan credit line application with Industrial Bank - The company had no trusteeship, contracting, or leasing situations during the reporting period118119120 Company's Guarantees for Subsidiaries | Guarantor Name | Disclosure Date of Guarantee Limit Announcement | Guarantee Limit (million yuan) | Actual Occurrence Date | Actual Guarantee Amount (million yuan) | Guarantee Type | Collateral | Guarantee Period | Fulfilled | Related Party Guarantee | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shenzhen Xinsanli | July 23, 2024 | 150 | July 26, 2024 | 70 | Mortgage, Joint Liability Guarantee | Own Real Estate | Three years from the expiration of the main debt performance period | Yes | No | | Shenzhen Xinsanli | July 23, 2024 | 150 | June 26, 2025 | 64 | Mortgage, Joint Liability Guarantee | Own Real Estate | Three years from the expiration of the main debt performance period | No | No | - During the reporting period, the total approved guarantee limit for subsidiaries was 300 million yuan, with actual guarantees totaling 64 million yuan123 - At the end of the reporting period, the total approved guarantee limit for subsidiaries was 450 million yuan, with actual guarantee balances totaling 64 million yuan123 - The company provided a joint liability guarantee and mortgaged its own real estate for Shenzhen Xinsanli's application for a credit line not exceeding 75 million yuan from Industrial Bank Co., Ltd. Shenzhen Branch124 XIII. Explanation of Other Significant Matters On June 27, 2025, the company held its annual general meeting, approving the proposal to abolish the board of supervisors and amend the Articles of Association, transferring the board of supervisors' functions to the board's audit committee; additionally, due to information disclosure violations, the company is involved in securities misrepresentation liability disputes, with total investor litigation claims amounting to 2.29 million yuan as of the report disclosure date, of which 1.49 million yuan remains under trial - On June 27, 2025, the company held its 2024 Annual General Meeting, where it approved the "Proposal on Abolishing the Board of Supervisors and Amending the Articles of Association," agreeing that the company would no longer establish a board of supervisors or supervisors, and the functions of the board of supervisors would be exercised by the board's audit committee126 - Due to information disclosure violations, the company is involved in securities misrepresentation liability disputes, with total investor litigation claims amounting to 2,294,514.65 yuan as of the report disclosure date, of which 808,631.50 yuan in investor litigation has been concluded, and 1,485,883.15 yuan remains under trial127 XIV. Significant Matters of Company Subsidiaries The company had no significant subsidiary matters during the reporting period - The company had no significant subsidiary matters during the reporting period128 Section 6. Share Changes and Shareholder Information This section details the company's share capital changes, securities issuance, shareholder structure, and changes in holdings by directors, supervisors, and senior management I. Share Capital Changes During the reporting period, the company's total share capital remained unchanged at 288,549,669 shares, with the proportions of restricted and unrestricted shares also constant at 6.43% and 93.57% respectively, and no share repurchases or centralized bidding reductions of repurchased shares occurred Share Capital Changes | Share Category | Number Before Change (shares) | Proportion Before Change | Increase/Decrease in This Change (+,-) | Number After Change (shares) | Proportion After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 18,539,721 | 6.43% | 0 | 18,539,721 | 6.43% | | II. Unrestricted Shares | 270,009,948 | 93.57% | 0 | 270,009,948 | 93.57% | | III. Total Shares | 288,549,669 | 100.00% | 0 | 288,549,669 | 100.00% | - During the reporting period, the company's total share capital remained unchanged132 II. Securities Issuance and Listing The company had no securities issuance or listing during the reporting period - The company had no securities issuance or listing during the reporting period132 III. Number of Shareholders and Shareholding Structure At the end of the reporting period, the total number of common shareholders was 18,209; the company's largest shareholder, Shi Liquan, held 8.56% of shares, with most of his holdings pledged, marked, or frozen; Tan Yongliang and Song Changjiang held 6.18% and 5.03% respectively, and there were no related party or concerted action relationships between Mr. Shi Liquan and shareholders like Tan Yongliang and Song Changjiang among the top ten shareholders - The total number of common shareholders at the end of the reporting period was 18,209 households133 Shareholding of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Percentage | Number of Shares Held at Period-End (shares) | Number of Restricted Shares Held (shares) | Number of Unrestricted Shares Held (shares) | Share Status | Number (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shi Liquan | Domestic Natural Person | 8.56% | 24,707,628 | 18,530,721 | 6,176,907 | Pledged | 24,500,000 | | | | | | | | Marked | 24,500,000 | | | | | | | | Frozen | 207,628 | | Tan Yongliang | Domestic Natural Person | 6.18% | 17,827,507 | 0 | 17,827,507 | Not Applicable | 0 | | Song Changjiang | Domestic Natural Person | 5.03% | 14,500,000 | 0 | 14,500,000 | Not Applicable | 0 | - The company's largest shareholder, Mr. Shi Liquan, had a cumulative total of 10,530,815 shares of the company's stock successively frozen134 IV. Changes in Shareholdings of Directors, Supervisors, and Senior Management The shareholdings of the company's directors, supervisors, and senior management remained unchanged during the reporting period, with specific details available in the 2024 annual report - The shareholdings of the company's directors, supervisors, and senior management remained unchanged during the reporting period137 V. Changes in Controlling Shareholder or Actual Controller Neither the company's controlling shareholder nor its actual controller changed during the reporting period - The company's controlling shareholder did not change during the reporting period138 - The company's actual controller did not change during the reporting period138 VI. Preferred Share Information The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period139 Section 7. Bond-Related Information This section confirms that the company had no bond-related matters during the reporting period Bond-Related Information The company had no bond-related matters during the reporting period - The company had no bond-related matters during the reporting period141 Section 8. Financial Report This section presents the company's unaudited semi-annual financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, along with detailed notes on accounting policies, taxes, and financial items I. Audit Report The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited143 II. Financial Statements This section presents 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; the consolidated statements show period-end total assets of 754 million yuan, liabilities of 368 million yuan, and equity attributable to parent company owners of 386 million yuan, with a net loss of -106 million yuan; the parent company statements show period-end total assets of 1.758 billion yuan, liabilities of 364 million yuan, owners' equity of 1.394 billion yuan, and a net loss of -65 million yuan Key Consolidated Balance Sheet Data (Period-End) | Item | Period-End Balance (yuan) | | :--- | :--- | | Total Assets | 753,543,559.69 | | Total Liabilities | 367,624,932.15 | | Total Equity Attributable to Parent Company Owners | 385,918,627.54 | | Total Liabilities and Owners' Equity | 753,543,559.69 | Key Consolidated Income Statement Data (First Half of 2025) | Item | First Half of 2025 (yuan) | | :--- | :--- | | Total Operating Revenue | 89,132,188.16 | | Operating Profit | -108,471,267.64 | | Total Profit | -108,406,653.07 | | Net Profit | -105,612,202.19 | | Net Profit Attributable to Parent Company Owners | -105,612,202.19 | | Basic Earnings Per Share | -0.37 | Key Consolidated Cash Flow Statement Data (First Half of 2025) | Item | First Half of 2025 (yuan) | | :--- | :--- | | Net Cash Flow from Operating Activities | -2,904,033.62 | | Net Cash Flow from Investing Activities | 5,395,364.00 | | Net Cash Flow from Financing Activities | -10,871,541.79 | | Net Increase in Cash and Cash Equivalents | -8,423,539.70 | | Cash and Cash Equivalents at Period-End | 8,438,957.69 | III. Company Basic Information Dalian Zhiyun Automation Equipment Co., Ltd. was established on June 4, 1999,