安源煤业(600397) - 2025 Q2 - 季度财报

Section I Definitions This section provides definitions for frequently used terms in the report to ensure a clear understanding of professional terminology and company-specific designations - The report defines common terms including "Anyuan Coal Industry/the Company/Anyuan Co, Ltd" referring to Anyuan Coal Industry Group Co, Ltd, and "CSRC" referring to the China Securities Regulatory Commission[13] Section II Company Profile and Key Financial Indicators This section outlines the company's basic information, contact details, stock profile, and key accounting data and financial indicators for the reporting period, with explanations for significant financial data changes I. Company Information This section introduces the company's legal name, abbreviation, foreign name and its abbreviation, as well as information about the legal representative - The company's Chinese name is 安源煤业集团股份有限公司, its Chinese abbreviation is 安源煤业, and its legal representative is Xiong Xuqing[15] II. Contact Persons and Methods This section provides the name, contact address, telephone, fax, and email of the company's Board Secretary for investor communication - The company's Board Secretary is Bi Lijun, the contact telephone is 0791-86217659, and the email is aymyjt2025@163.com[16] III. Summary of Changes in Basic Information This section explains the changes in the company's registered and office addresses and provides relevant announcement indices - The company's office address has been changed to 188 Huoju Avenue, Nanchang High-tech Industrial Development Zone, Nanchang City, Jiangxi Province[18] IV. Summary of Changes in Information Disclosure and Report Preparation Location This section lists the newspapers designated for information disclosure, the website for publishing the semi-annual report, and the location where the report is available - The company's designated information disclosure newspapers include Shanghai Securities News, Securities Daily, China Securities Journal, and Securities Times, and the report is published on www.sse.com.cn[19](index=19&type=chunk) V. Company Stock Profile This section provides information on the company's stock type, listing exchange, stock abbreviation, stock code, and previous stock abbreviation - The company's stock is A-share, listed on the Shanghai Stock Exchange, with the stock abbreviation Anyuan Coal Industry and stock code 600397[20] VI. Other Relevant Information This section discloses information about the accounting firm engaged by the company - The accounting firm engaged by the company is Zhongxinghua Certified Public Accountants LLP (Special General Partnership)[21] VII. Key Accounting Data and Financial Indicators During the reporting period, the company's operating revenue and net profit declined significantly, leading to negative net assets attributable to shareholders and a shift from positive to negative net cash flow from operating activities Key Accounting Data and Financial Indicators (January-June 2025) | Indicator | Current Period (Jan-Jun) | Same Period Last Year | Change from Same Period Last Year (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,721,779,844.35 | 2,661,346,612.03 | -35.30 | | Total Profit | -284,327,347.63 | -95,463,769.36 | N/A | | Net Profit Attributable to Shareholders | -289,847,761.25 | -105,045,566.41 | N/A | | Net Cash Flow from Operating Activities | -30,093,034.81 | 25,688,993.24 | -217.14 | | Net Assets Attributable to Shareholders | -55,028,756.41 | 236,885,739.48 | -123.23 | | Total Assets | 5,895,478,377.82 | 5,839,768,093.15 | 0.95 | | Basic Earnings Per Share (RMB/Share) | -0.2928 | -0.1061 | N/A | - Operating revenue decreased by RMB 939.57 million, primarily due to the downturn in the coal and coke markets, leading to lower year-on-year prices and reduced revenue from self-produced coal and trading businesses[25] - Net profit attributable to shareholders decreased by RMB 184.80 million year-on-year, mainly due to falling prices and sales volumes from the coal market downturn, partially offset by lower commodity coal costs and reduced financial expenses[25] VIII. Differences in Accounting Data under Domestic and Foreign Accounting Standards The company has no discrepancies in accounting data under domestic and foreign accounting standards - The company states that there are no differences in accounting data under domestic and foreign accounting standards[26] IX. Non-recurring Profit and Loss Items and Amounts This section details the various non-recurring profit and loss items and their total amount during the reporting period Non-recurring Profit and Loss Items and Amounts | Non-recurring Profit and Loss Item | Amount (RMB) | | :--- | :--- | | Gains and losses on disposal of non-current assets | 4,991,345.43 | | Government grants included in current profit or loss | 3,109,727.46 | | Reversal of impairment provision for receivables tested individually for impairment | 50,000.00 | | One-time impact on current profit or loss due to adjustments in tax, accounting laws, and regulations | -130,033.47 | | Other non-operating income and expenses besides the above items | -4,281,535.72 | | Less: Income tax effect | 839,478.78 | | Minority interest effect (after tax) | 61,548.55 | | Total | 2,838,476.37 | X. Disclosure of Net Profit After Deducting Share-based Payments for Companies with Equity Incentive or Employee Stock Ownership Plans The company does not have any equity incentive or employee stock ownership plans, so the disclosure of net profit after deducting share-based payments is not applicable - The disclosure of net profit after deducting share-based payments is not applicable to the company[28] Section III Management Discussion and Analysis This section analyzes the company's industry, main business, operating conditions, core competitiveness, and risks, noting that performance declined due to the coal market downturn but strategic changes were made I. Description of the Company's Industry and Main Business during the Reporting Period This section details the company's core business, operating model, and the current state and future outlook of the coal industry (I) Company Business The company's main business includes coal mining, sales, logistics, and mine management, with products sold primarily to steel, power, and coking plants - The company's main business is coal mining and sales, coal and material logistics, and coal mine management[29] - Key coal products include metallurgical coking coal, washed thermal coal, and blended coal, covering types such as prime coking coal, 1/3 coking coal, anthracite, lean-thin coal, and bituminous coal[29] - Approximately 80% of coal products are sold to steel plants, thermal power plants, and coking plants within Jiangxi Province[29] (II) Operating Model The company employs centralized production planning and unified sales management, enhancing efficiency through integrated procurement, storage, processing, and distribution - The company formulates annual production plans based on the actual conditions of each mine and strictly adheres to safety and technical management regulations[29] - Coal products are sold under a unified management system by Jiangxi Jiangneng Material Trading Co, Ltd and the sales and transportation branch of Jiangxi Coal Industry, following a "five unifications" principle[29] - The company has invested in large-scale coal reserve and blending centers responsible for coal procurement, storage, processing, and distribution[30] (III) Industry Situation In the first half of the year, national coal production increased while imports fell, creating a supply-surplus market and record-low prices, with supply and demand expected to rise in the second half - In the first half of the year, the national raw coal output from enterprises above a designated size was 2.4 billion tons, a year-on-year increase of 5.4%[30] - Coal imports amounted to 220 million tons, a year-on-year decrease of 11.13%[30] - The domestic coal market continued to see strong supply and weak demand, with prices for all coal types hitting recent lows; supply is expected to remain high in the second half, with demand improving, leading to a dual increase in supply and demand[30] II. Discussion and Analysis of Operating Conditions During the reporting period, the company's revenue and net profit declined sharply, with reduced coal production and sales, while it completed a change in controlling shareholder and a major asset swap Operating Performance in H1 2025 | Indicator | Amount (RMB 10,000) | YoY Change | | :--- | :--- | :--- | | Operating Revenue | 172,177.98 | Decreased by 35.3% | | Total Profit | -28,432.73 | Profit decreased and loss increased by RMB 188.86 million | | Net Profit Attributable to Shareholders | -28,984.78 | Profit decreased and loss increased by RMB 184.80 million | - During the reporting period, the company's raw coal production was 663,000 tons, a year-on-year decrease of 192,000 tons; sales of commercial coal were 485,000 tons, a year-on-year decrease of 186,000 tons[31] - On April 2, 2025, the company's controlling shareholder changed from Jiangneng Group to Jiangxi Tungsten Holding Group, while the actual controller remains the Jiangxi Provincial SASAC[32] - The company completed a major asset swap, divesting coal-related assets and liabilities in exchange for a 57.00% stake in Ganzhou Jinhuan Magnetic Separation Technology & Equipment Co, Ltd, with the transaction difference of RMB 1.07 million paid and asset transfer completed[32][33][34] III. Analysis of Core Competitiveness during the Reporting Period The company possesses multiple core competencies, including regional advantages, shareholder support, port resources, and an integrated coal-coke-power model, which support its market position and sustainable growth - As the only provincially-owned listed coal enterprise in Jiangxi, the company has regional advantages of short transport distances and low costs, responsible for ensuring a stable coal supply in the province[35] - The major shareholder, Jiangxi Provincial Investment Group, provides support in funding and guarantees, and promotes the company's integration into the "grand energy, grand environmental protection, grand digital" strategy to strengthen the coal logistics and trade industry[35] - The company owns the scarce resource of the Jiujiang Port at the Jiangxi Coal Reserve Center, creating a tripartite logistics system of waterway, railway, and highway, serving as a golden channel for sea-to-river coal transport[36][37] - The company actively enhances cooperation with local coking enterprises to form an integrated coal-coke synergy and utilizes its port facilities to strengthen collaboration with upstream and downstream partners, improving the efficiency of coalbed methane development[37] IV. Main Operating Conditions during the Reporting Period This section analyzes financial changes in the main business, operating data for self-produced coal and trading, provides an in-depth analysis of assets and liabilities, and discloses financial information of major subsidiaries and associates (I) Main Business Analysis The company's revenue and costs fell sharply due to a downturn in the coal and coke markets, though financial expenses improved, while self-produced coal output and sales decreased, and trading margins varied Analysis of Changes in Financial Statement Items (January-June 2025) | Item | Current Period (RMB) | Same Period Last Year (RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,721,779,844.35 | 2,661,346,612.03 | -35.30 | | Operating Costs | 1,792,843,683.77 | 2,536,054,898.15 | -29.31 | | Selling Expenses | 18,264,217.53 | 18,875,562.23 | -3.24 | | Administrative Expenses | 79,448,524.01 | 87,980,443.98 | -9.70 | | Financial Expenses | 77,420,548.99 | 84,381,096.18 | -8.25 | | Net Cash Flow from Operating Activities | -30,093,034.81 | 25,688,993.24 | -217.14 | | Net Cash Flow from Investing Activities | -13,899,375.71 | -46,033,778.38 | N/A | | Net Cash Flow from Financing Activities | 44,731,618.42 | 5,396,017.58 | 728.97 | - The decrease in operating revenue and costs was mainly due to the downturn in the coal and coke markets, resulting in lower year-on-year prices[39] - In self-produced coal, raw coal production was 663,000 tons, a year-on-year decrease of 192,000 tons; sales of commercial coal were 485,000 tons, a year-on-year decrease of 186,000 tons[40] - Coal trading volume was 801,000 tons, with a gross profit of RMB 22.41/ton, a year-on-year decrease of RMB 19.6/ton; coke trading volume was 323,000 tons, with a gross profit of RMB 25.39/ton, a year-on-year increase of RMB 13.1/ton[41] (II) Explanation of Significant Profit Changes Caused by Non-Main Business During the reporting period, the company's non-main business did not cause any significant changes in profit - The company's non-main business did not cause any significant changes in profit[42] (III) Analysis of Assets and Liabilities The company's asset and liability structure underwent several changes, with significant increases in prepayments, contract liabilities, and taxes payable, while accounts receivable and employee compensation payable decreased, and restricted assets were disclosed Changes in Major Assets and Liabilities (End of Period vs. End of Previous Year) | Item | End of Period Balance | % of Total Assets | % Change from End of Previous Year | Explanation | | :--- | :--- | :--- | :--- | :--- | | Accounts Receivable | 239,569,274.33 | 4.06 | -38.24 | Mainly due to increased collection of payments | | Prepayments | 236,518,755.35 | 4.01 | 950.46 | Mainly due to decreased settlement prepayments | | Long-term Receivables | 18,197,953.36 | 0.31 | 42.23 | Mainly due to increased land acquisition funds | | Notes Payable | 644,408,260.65 | 10.93 | 48.44 | Mainly due to increased financing notes | | Contract Liabilities | 39,020,918.15 | 0.66 | 105.69 | Mainly due to increased advance receipts for coal | | Employee Compensation Payable | 43,598,655.93 | 0.74 | -46.93 | Mainly due to increased payment of cross-month wages | | Taxes Payable | 56,193,895.19 | 0.95 | 116.23 | Mainly due to taxes accrued from the transfer of investment properties | | Provisions | 18,221,083.91 | 0.31 | 54.61 | Mainly due to increased decommissioning costs | - At the end of the reporting period, the company's total restricted cash and cash equivalents amounted to RMB 256.27 million, including mine environmental restoration deposits and bank acceptance bill margins[45] - At the end of the period, pledged notes receivable were RMB 46.99 million, and the net value of restricted fixed assets was RMB 939.61 million, used for mortgage and finance lease financing[45] (IV) Investment Status Analysis During the reporting period, the company did not engage in any significant equity or non-equity investments, nor did it hold any financial assets measured at fair value - During the reporting period, the company had no significant equity or non-equity investments, nor did it hold any financial assets measured at fair value[46][47] (V) Sale of Major Assets and Equity During the reporting period, the company did not engage in any major sales of assets or equity - The company did not engage in any major sales of assets or equity[47] (VI) Analysis of Major Subsidiaries and Associates This section lists the financial data of the company's major subsidiaries and associates, including total assets, net assets, operating revenue, operating profit, and net profit Financial Data of Major Subsidiaries and Associates (Unit: RMB 10,000) | Company Name | Company Type | Main Business | Registered Capital | Total Assets | Net Assets | Operating Revenue | Operating Profit | Net Profit | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Jiangxi Coal Industry Group Co, Ltd | Subsidiary | Coal mining, sales, management | 2,787,966,200 | 6,186,911,700 | -51,247,500 | 1,707,596,100 | -241,078,900 | -250,576,200 | | Jiangxi Jiangneng Material Trading Co, Ltd | Subsidiary | Coal washing, processing, wholesale, retail | 600,000,000 | 2,373,231,200 | 761,202,100 | 1,031,531,600 | 11,154,600 | 8,574,200 | | Fengcheng Qujiang Coal Development Co, Ltd | Subsidiary | Coal mining and sales | 255,787,300 | 1,750,142,400 | 364,063,700 | 164,756,500 | -107,686,900 | -108,270,900 | | Jiangxi Coal Reserve Center Co, Ltd | Subsidiary | Port operations, coal wholesale and retail | 775,330,000 | 1,728,612,600 | 292,418,200 | 451,208,100 | 5,451,200 | 3,959,200 | (VII) Company's Controlled Structured Entities During the reporting period, the company did not have any controlled structured entities - The company did not have any controlled structured entities[49] V. Other Disclosure Matters This section discloses the major risks the company may face, including industry, resource, safety, and environmental risks, and outlines corresponding countermeasures (I) Potential Risks The company faces multiple risks from coal market price volatility, resource scarcity, mine safety, and stricter environmental regulations, requiring transformation, enhanced safety management, and green development to address them - The company faces industry risks from coal market price fluctuations and strict national controls on total coal consumption, requiring improved capacity utilization and accelerated transformation[49] - The company has a severe shortage of coal resources, and external acquisitions face risks of investment failure due to changes in geological conditions, market access, and policies, necessitating a shift in business domains[49] - Existing mines have complex geological conditions, facing five major natural disasters (roof, gas, water, fire, and coal dust), increasing safety accident risks and requiring strengthened safety management and intelligent upgrades[50] - Stricter national energy conservation and environmental policies pose increased constraints, requiring the company to strictly adhere to policies and promote clean coal development and green mine construction[50] (II) Other Disclosure Matters During the reporting period, the company had no other matters requiring disclosure - The company had no other matters requiring disclosure[51] Section IV Corporate Governance, Environment, and Society This section discloses changes in the company's directors, supervisors, and senior management, and explains the profit distribution plan, equity incentive plans, environmental information disclosure, and poverty alleviation efforts I. Changes in Directors, Supervisors, and Senior Management During the reporting period, the company completed the re-election of its Board of Directors and Supervisory Committee and the appointment of senior management, resulting in several changes in personnel - On May 9, 2025, the company completed the re-election of its Board of Directors and Supervisory Committee, with Xiong Xuqing elected as Chairman, Bi Lijun as Board Secretary, Yang Yinglin as Deputy General Manager, and Jiang Lijiao as CFO[53][54] - Sixteen members of the eighth-term Board of Directors and Supervisory Committee, including Xiong Layuan, Jin Jiangtao, and Zhang Haifeng, retired upon completion of their terms[54] II. Profit Distribution or Capital Reserve Conversion Plan The Board of Directors resolved not to conduct an interim profit distribution for the first half of 2025, and there is no plan to convert capital reserves into share capital - The company will not conduct an interim profit distribution for 2025 and has no plan to convert capital reserves into share capital[6][55] III. Company's Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures and Their Impact During the reporting period, the company did not have any equity incentive plans, employee stock ownership plans, or other employee incentive measures - The company does not have any equity incentive plans, employee stock ownership plans, or other employee incentive measures[56] IV. Environmental Information of Listed Companies and Their Main Subsidiaries Included in the List of Enterprises for Mandatory Environmental Information Disclosure The company and its main subsidiaries are not included in the list of enterprises for mandatory environmental information disclosure - The company and its main subsidiaries are not included in the list of enterprises for mandatory environmental information disclosure[56] V. Specific Work on Consolidating and Expanding Poverty Alleviation Achievements and Rural Revitalization During the reporting period, the company had no specific work to disclose regarding the consolidation and expansion of poverty alleviation achievements or rural revitalization - The company had no specific work to disclose regarding the consolidation and expansion of poverty alleviation achievements or rural revitalization[56] Section V Important Matters This section details important matters during the reporting period, including commitment fulfillment, major litigation, related-party transactions, and significant guarantees, noting that commitments were met but the company faces litigation and provided substantial guarantees I. Fulfillment of Commitments The company's actual controller, shareholders, and related parties have timely and strictly fulfilled all commitments during or continuing into the reporting period, primarily concerning related-party transactions, non-competition, and maintaining independence - Commitment parties, including Jiangxi Provincial Investment Group, Jiangxi Tungsten Holding Group, and Jiangneng Group, have timely and strictly fulfilled all commitments during the reporting period[58][59][60] - The commitments mainly involve resolving related-party transactions, avoiding horizontal competition, and maintaining the independence of the listed company, with most commitments being long-term and continuously effective[58][59][60] II. Non-operational Fund Occupation by Controlling Shareholders and Other Related Parties during the Reporting Period During the reporting period, there was no non-operational occupation of the company's funds by its controlling shareholders or other related parties - There was no non-operational occupation of the company's funds by its controlling shareholders or other related parties[8][61] III. Irregular Guarantees During the reporting period, the company did not provide any external guarantees in violation of prescribed decision-making procedures - The company did not provide any external guarantees in violation of prescribed decision-making procedures[8][61] IV. Semi-annual Report Audit Status This semi-annual report has not been audited - This semi-annual report has not been audited[5][62] V. Changes and Handling of Matters Related to Non-standard Audit Opinions in the Previous Year's Annual Report The company's annual report for the previous year did not contain any matters related to non-standard audit opinions - The company's annual report for the previous year did not contain any matters related to non-standard audit opinions[62] VI. Bankruptcy and Reorganization Matters During the reporting period, the company was not involved in any bankruptcy or reorganization matters - The company was not involved in any bankruptcy or reorganization matters[62] VII. Material Litigation and Arbitration Matters The company was involved in several material litigation and arbitration matters during the reporting period, some of which were disclosed in interim announcements with no further developments, while others involved significant amounts and had bad debt provisions made (I) Litigation and Arbitration Matters Disclosed in Interim Announcements with No Subsequent Developments This section lists 10 material lawsuits disclosed in interim announcements with no further developments, most of which resulted in favorable judgments or settlements, with bad debt provisions made for some amounts - The company's wholly-owned subsidiary, Jiangxi Coal Sales Co, Ltd, was involved in several sales contract disputes, such as the case against Pingxiang Yixin Industry and Trade Co, Ltd, which reached a settlement in the first instance[62] - In the sales contract dispute case of Jiangxi Coal Reserve Center Co, Ltd against Dalian Hengda Power Petrochemical Co, Ltd, the company won the first-instance judgment for an amount of RMB 130.79 million, with property preservation measures taken and a cumulative repayment of RMB 4.90 million received; the remaining amount has been fully provisioned for bad debt[62] - In the sales contract dispute case of Jiangxi Coal Sales Co, Ltd against Tianjin Yuanshencheng Coal Co, Ltd and Baotou Haishun Real Estate Development Co, Ltd, a second-instance mediation confirmed that Tianjin Yuanshen should repay a principal of RMB 107.28 million and interest of RMB 18 million[62] (II) Litigation and Arbitration Not Disclosed in Interim Announcements or with Subsequent Developments This section discloses 7 material lawsuits not previously announced or with new developments, with amounts ranging from RMB 1.26 million to RMB 7.77 million, most of which are still in progress, with some fully provisioned for bad debt Litigation and Arbitration Not Disclosed in Interim Announcements or with Subsequent Developments | Litigation/Arbitration Type | Amount Involved (RMB 10,000) | Litigation (Arbitration) Progress | Whether a Provision is Formed and Amount | | :--- | :--- | :--- | :--- | | Wuhan Hekang Power Technology Co, Ltd contract dispute | 776.51 | First-instance judgment won, second-instance pending | No | | Gansu Construction Investment Transportation Supply Chain Management Co, Ltd sales contract dispute | 516.24 | Awaiting court hearing | No | | Jiangxi Salt Industry Group Co, Ltd sales contract dispute | 364.63 | First-instance pending judgment | No | | Jiangxi Coal Sales Co, Ltd vs Pingtan Huarong Lantan International Trade Co, Ltd sales contract dispute | 724.10 | Judgment rendered, no repayment received, remaining amount fully provisioned for bad debt | No | | Jiangxi Coal Sales Co, Ltd vs Gong Yingtong, Hu Shidong, Li Niangen sales contract dispute | 178.62 | Judgment rendered, no repayment received, remaining amount fully provisioned for bad debt | No | | Jiangxi Jiangmei Electric Power Co, Ltd vs Fengcheng Shangtang Town People's Government contract dispute | 125.54 | Judgment rendered, no repayment received, remaining amount fully provisioned for bad debt | No | (III) Other Explanations This section states that detailed information on the aforementioned litigation can be found in the financial report under other important matters - Detailed information on the above litigation can be found in "Section VIII Financial Report, XVIII. Other Important Matters, 8. Other"[69] VIII. Suspected Violations, Penalties, and Rectification of the Company, its Directors, Supervisors, Senior Management, Controlling Shareholders, and Actual Controllers During the reporting period, the company, its directors, supervisors, senior management, controlling shareholders, and actual controllers were not involved in any suspected violations, penalties, or rectification matters - The company, its directors, supervisors, senior management, controlling shareholders, and actual controllers were not involved in any suspected violations, penalties, or rectification matters[70] IX. Explanation of the Integrity Status of the Company, its Controlling Shareholders, and Actual Controllers during the Reporting Period During the reporting period, the company, its controlling shareholders, and actual controllers maintained good integrity and had no instances of non-compliance with court judgments or large overdue debts - During the reporting period, the company, its controlling shareholders, and actual controllers had no instances of non-compliance with effective court judgments, large overdue debts, or other integrity issues that would have a significant adverse impact on the company[70] X. Material Related-Party Transactions This section details the company's significant transactions with related parties in daily operations and asset acquisitions/disposals, including large-scale purchases, service provisions, and a major asset swap with performance commitments (I) Related-Party Transactions Related to Daily Operations The company engaged in several related-party transactions for purchasing and selling goods and receiving services, with a significant amount of coke purchased from Fengcheng Xingao Coking Co, Ltd, priced at market rates Related-Party Transactions Related to Daily Operations (Unit: RMB 10,000) | Related Party | Transaction Type | Transaction Content | Transaction Amount | % of Similar Transactions | | :--- | :--- | :--- | :--- | :--- | | Fengcheng Xingao Coking Co, Ltd | Sales of Goods | Sales of coal | 6,701 | 6.49 | | Fengcheng Xingao Coking Co, Ltd | Purchase of Goods | Purchase of coke | 48,245 | 99.27 | | Jiangxi Jiangneng Coal Mine Management Co, Ltd | Acceptance of Services | Acceptance of construction and installation services | 4,389 | 26.07 | | Jiangxi Ganneng Co, Ltd | Provision of Services | Provision of services | 2,669 | 15.51 | - Related-party transactions between the company and its controlling shareholder, indirect controlling shareholder, and their affiliates are an important part of the company's production and operation activities, conducted on fair and open market principles[74] (II) Related-Party Transactions from Asset or Equity Acquisitions/Disposals The company completed a major asset swap with its controlling shareholder, Jiangxi Tungsten Holding Group, acquiring a 57.00% stake in Jinhuan Magnetic Separation and divesting coal-related assets, with performance commitments and compensation arrangements established - The company conducted a major asset swap with Jiangxi Tungsten Holding Group, acquiring a 57.00% stake in Ganzhou Jinhuan Magnetic Separation Technology & Equipment Co, Ltd, and divesting its coal-related assets and liabilities[32][75] - This transaction constitutes a related-party transaction and a major asset restructuring, does not involve the issuance of shares, and does not change the controlling shareholder or actual controller[32][75] - The performance commitment period for Jinhuan Magnetic Separation is 2025, 2026, and 2027, with committed net profits of RMB 54.69 million, RMB 55.47 million, and RMB 56.26 million, respectively[79][80][81] - Performance compensation will be made in cash and includes an end-of-period impairment test compensation mechanism, with the total compensation not exceeding the transaction consideration for the acquired assets[83][84][85] (III) Major Related-Party Transactions of Joint External Investment During the reporting period, the company did not engage in any major related-party transactions of joint external investment - The company did not engage in any major related-party transactions of joint external investment[86] (IV) Related-Party Claims and Debts During the reporting period, the company had no related-party claims or debts - The company had no related-party claims or debts[86] (V) Financial Business between the Company and Related Financial Companies, and between the Company's Controlled Financial Companies and Related Parties During the reporting period, there was no financial business between the company and related financial companies, or between the company's controlled financial companies and related parties - There was no financial business between the company and related financial companies, or between the company's controlled financial companies and related parties[86] (VI) Other Major Related-Party Transactions During the reporting period, the company had no other major related-party transactions - The company had no other major related-party transactions[86] XI. Major Contracts and Their Performance This section discloses the major guarantees performed and outstanding during the reporting period, primarily providing financing guarantees for subsidiaries (I) Custody, Contracting, and Leasing Matters During the reporting period, the company had no custody, contracting, or leasing matters - The company had no custody, contracting, or leasing matters[86] (II) Major Guarantees Performed and Outstanding during the Reporting Period At the end of the reporting period, the company's total outstanding guarantees for subsidiaries amounted to RMB 1.71 billion, primarily for financing guarantees to Jiangxi Coal, Jiangneng Material Trading, and Qujiang Company, with no overdue external guarantees Company's Total Guarantee Amount (Including Guarantees for Subsidiaries) | Indicator | Amount (RMB 10,000) | | :--- | :--- | | Total Guarantees for Subsidiaries Incurred during the Reporting Period | 170,992.16 | | Total Outstanding Guarantees for Subsidiaries at the End of the Reporting Period (B) | 170,992.16 | | Total Guarantee Amount (A+B) | 170,992.16 | | Total Guarantee Amount as a Percentage of Company's Net Assets (%) | N/A | - The company provided actual outstanding guarantees totaling RMB 459.74 million for Jiangxi Coal, RMB 785.40 million for Jiangneng Material Trading, and RMB 159.00 million for Qujiang Company[89] - Jiangxi Coal provided actual outstanding guarantees totaling RMB 305.78 million for Jiangxi Coal Reserve Center[89] - The company and its controlled subsidiaries have no overdue external guarantees[89] (III) Other Major Contracts During the reporting period, the company had no other major contracts - The company had no other major contracts[90] XII. Progress on the Use of Raised Funds During the reporting period, the company had no progress on the use of raised funds to report - The company had no progress on the use of raised funds to report[90] XIII. Explanation of Other Major Matters During the reporting period, the company had no other major matters to explain - The company had no other major matters to explain[90] Section VI Changes in Share Capital and Shareholders This section discloses the company's share capital structure, shareholder information, and the change in its controlling shareholder during the reporting period, noting that the share structure remained unchanged while the controlling shareholder changed I. Changes in Share Capital During the reporting period, the company's total number of shares and share capital structure did not change - During the reporting period, the company's total number of shares and share capital structure did not change[92] II. Shareholders As of the end of the reporting period, the company had a total of 44,532 common shareholders, with Jiangxi Tungsten Holding Group Co, Ltd being the largest shareholder with a 39.34% stake - As of the end of the reporting period, the total number of common shareholders was 44,532[92] Top Ten Shareholders | Shareholder Name | Number of Shares Held at Period End | Percentage (%) | Shareholder Nature | | :--- | :--- | :--- | :--- | | Jiangxi Tungsten Holding Group Co, Ltd | 389,486,090 | 39.34 | State-owned legal person | | CITIC Futures - Haitong Securities - CITIC Futures Value Deep Cultivation No. 3 Collective Asset Management Plan | 13,333,000 | 1.35 | Other | | Lu Lihong | 10,498,500 | 1.06 | Domestic natural person | | Xu Kaidong | 10,087,800 | 1.02 | Domestic natural person | | Jian Jiaming | 9,798,882 | 0.99 | Domestic natural person | III. Directors, Supervisors, and Senior Management During the reporting period, there were no changes in the shareholdings of current and former directors, supervisors, and senior management, and no equity incentives were granted - During the reporting period, changes in the shareholdings of current and former directors, supervisors, and senior management are not applicable[96] - During the reporting period, no equity incentives were granted to directors, supervisors, or senior management[96] IV. Changes in Controlling Shareholder or Actual Controller On April 2, 2025, the company's controlling shareholder changed from Jiangneng Group to Jiangxi Tungsten Holding Group Co, Ltd, but the actual controller, the Jiangxi Provincial SASAC, remained unchanged - The new controlling shareholder is Jiangxi Tungsten Holding Group Co, Ltd, with the change occurring on April 2, 2025[97] - The company's actual controller did not change and remains the Jiangxi Provincial SASAC[97] V. Preferred Stock Related Matters During the reporting period, the company had no preferred stock related matters - The company had no preferred stock related matters[98] Section VII Bond-related Matters This section states that the company had no corporate bonds (including enterprise bonds), non-financial enterprise debt financing instruments, or convertible corporate bonds during the reporting period I. Corporate Bonds (including Enterprise Bonds) and Non-financial Enterprise Debt Financing Instruments During the reporting period, the company had no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments - The company had no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments[99] II. Convertible Corporate Bonds During the reporting period, the company had no convertible corporate bonds - The company had no convertible corporate bonds[99] Section VIII Financial Report This section contains the unaudited financial statements and detailed notes, fully disclosing the company's financial position, operating results, and cash flows, with comprehensive explanations of accounting policies, taxes, related-party transactions, and risks I. Audit Report This semi-annual report has not been audited - This semi-annual report has not been audited[5][101] 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 owner's equity for the first half of 2025, presenting a comprehensive view of its financial performance Consolidated Balance Sheet As of June 30, 2025, the company's consolidated total assets slightly increased, but equity attributable to parent company owners turned negative, and total liabilities increased Consolidated Balance Sheet Key Data | Item | June 30, 2025 (RMB Yuan) | December 31, 2024 (RMB Yuan) | | :--- | :--- | :--- | | Total Assets | 5,895,478,377.82 | 5,839,768,093.15 | | Total Liabilities | 6,061,835,312.92 | 5,713,320,568.32 | | Total Equity Attributable to Parent Company Owners | -55,028,756.41 | 236,885,739.48 | Parent Company Balance Sheet As of June 30, 2025, the parent company's total assets and liabilities both decreased, while owner's equity increased Parent Company Balance Sheet Key Data | Item | June 30, 2025 (RMB Yuan) | December 31, 2024 (RMB Yuan) | | :--- | :--- | :--- | | Total Assets | 3,464,920,353.20 | 4,402,149,279.60 | | Total Liabilities | 150,986,199.89 | 1,178,804,883.13 | | Total Owner's Equity | 3,313,934,153.31 | 3,180,285,561.83 | Consolidated Income Statement In the first half of 2025, the company's consolidated total operating revenue decreased significantly year-on-year, and losses in total profit and net profit attributable to parent company shareholders widened Consolidated Income Statement Key Data | Item | H1 2025 (RMB Yuan) | H1 2024 (RMB Yuan) | | :--- | :--- | :--- | | Total Operating Revenue | 1,721,779,844.35 | 2,661,346,612.03 | | Total Profit | -284,327,347.63 | -95,463,769.36 | | Net Profit Attributable to Parent Company Shareholders | -289,847,761.25 | -105,045,566.41 | | Basic Earnings Per Share (RMB/Share) | -0.2928 | -0.1061 | Parent Company Income Statement In the first half of 2025, the parent company's operating revenue decreased year-on-year, and its net loss widened Parent Company Income Statement Key Data | Item | H1 2025 (RMB Yuan) | H1 2024 (RMB Yuan) | | :--- | :--- | :--- | | Operating Revenue | 14,183,697.34 | 48,036,329.70 | | Total Profit | -38,300,845.76 | -6,418,787.28 | | Net Profit | -38,300,845.76 | -6,475,801.99 | Consolidated Cash Flow Statement In the first half of 2025, the company's net cash flow from operating activities turned from positive to negative, cash outflow from investing activities decreased, and cash inflow from financing activities increased significantly Consolidated Cash Flow Statement Key Data | Item | H1 2025 (RMB Yuan) | H1 2024 (RMB Yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -30,093,034.81 | 25,688,993.24 | | Net Cash Flow from Investing Activities | -13,899,375.71 | -46,033,778.38 | | Net Cash Flow from Financing Activities | 44,731,618.42 | 5,396,017.58 | | Net Increase in Cash and Cash Equivalents | 739,207.90 | -14,947,136.09 | Parent Company Cash Flow Statement In the first half of 2025, the parent company's net cash flow from operating activities turned from negative to positive, while net cash flow from financing activities turned from positive to negative Parent Company Cash Flow Statement Key Data | Item | H1 2025 (RMB Yuan) | H1 2024 (RMB Yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 221,580,627.26 | -121,800,765.64 | | Net Cash Flow from Investing Activities | 3,600,000.00 | 3,600,000.00 | | Net Cash Flow from Financing Activities | -283,960,441.66 | 83,196,901.95 | | Net Increase in Cash and Cash Equivalents | -58,779,814.40 | -35,003,863.69 | Consolidated Statement of Changes in Owner's Equity In the first half of 2025, the company's total consolidated owner's equity turned from positive to negative, mainly due to the net loss attributable to parent company owners Consolidated Statement of Changes in Owner's Equity Key Data | Item | Opening Balance 2025 (RMB Yuan) | Closing Balance 2025 (RMB Yuan) | | :--- | :--- | :--- | | Total Equity Attributable to Parent Company Owners | 236,885,739.48 | -55,028,756.41 | | Minority Interest | -110,438,214.65 | -111,328,178.69 | | Total Owner's Equity | 126,447,524.83 | -166,356,935.10 | Parent Company Statement of Changes in Owner's Equity In the first half of 2025, the parent company's total owner's equity increased, mainly due to an increase in capital reserves Parent Company Statement of Changes in Owner's Equity Key Data | Item | Opening Balance 2025 (RMB Yuan) | Closing Balance 2025 (RMB Yuan) | | :--- | :--- | :--- | | Paid-in Capital (or Share Capital) | 989,959,882.00 | 989,959,882.00 | | Capital Reserve | 1,980,993,057.54 | 2,216,794,672.21 | | Retained Earnings | -1,402,230.50 | -39,703,076.26 | | Total Owner's Equity | 3,180,285,561.83 | 3,313,934,153.31 | III. Company Basic Information This section details the company's establishment, share capital history, major asset restructurings, name changes, recent change in controlling shareholder, and business scope - The company was established on December 30, 1999, and listed on the Shanghai Stock Exchange on July 2, 2002, with the stock code 600397[137] - The company has undergone several share capital changes and major asset restructurings, including a major asset swap and issuance of shares to purchase assets initiated in August 2010[139][140] - On April 2, 2025, the company's controlling shareholder changed from Jiangneng Group to Jiangxi Tungsten Holding Group, while the actual controller remains the Jiangxi Provincial SASAC[143] - The company's business scope includes coal mining, road freight transport, power generation, mineral washing and processing, and sales of coal and related products[144] IV. Basis of Preparation of Financial Statements The company's financial statements are prepared on a going concern basis, in accordance with enterprise accounting standards and relevant regulations, primarily using the historical cost method - The company's financial statements are prepared on a going concern basis, in accordance with the "Enterprise Accounting Standards" and related regulations issued by the Ministry of Finance[146] - The accounting is based on the accrual basis, and except for certain financial instruments and investment properties, all items are measured at historical cost[146] - The company has the ability to continue as a going concern for at least 12 months from the end of the reporting period[147] V. Significant Accounting Policies and Estimates This section details the company's specific accounting policies and estimates for financial instruments, business combinations, consolidated financial statements, inventory, fixed assets, intangible assets, revenue recognition, and government grants, which are key to understanding the financial report - The company classifies financial assets into three categories based on the business model for managing them and their contractual cash flow characteristics: measured at amortized cost, measured at fair value through other comprehensive income, and measured at fair value through profit or loss[168] - The company uses the straight-line method to depreciate fixed assets and determines the depreciation rate based on the asset category, estimated useful life, and estimated net residual value[218] - The company's revenue recognition principle is to recognize revenue when the customer obtains control of the relevant goods, and the transaction price is recognized based on the progress of performance or the point of control transfer[241][243] - The company defines government grants received for the purpose of acquiring or constructing long-term assets as asset-related government grants, with all others classified as income-related government grants[247] VI. Taxes This section discloses the company's main tax types and rates and explains the tax preferential policies enjoyed by its subsidiaries Main Tax Types and Rates | Tax Type | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-added Tax | Taxable value-added amount | 5%, 6%, 9%, 13% | | Urban Maintenance and Construction Tax | Payable turnover tax | 2% | | Enterprise Income Tax | Taxable coal sales | 2% | - The company's subsidiary, Jiangxi Fengcheng Yuanzhou Coalbed Methane Power Generation Co, Ltd, enjoys a 100% VAT refund policy[258][259] VII. Notes to Consolidated Financial Statement Items This section provides detailed notes on each item in the consolidated financial statements, including cash, accounts receivable, inventory, fixed assets, short-term borrowings, long-term payables, revenue, and costs, with explanations for significant changes and restrictions 1. Cash and Cash Equivalents The company's total cash and cash equivalents at the end of the period were RMB 624 million, of which RMB 256 million were restricted funds, mainly for mine environmental restoration and bank acceptance bill margins Cash and Cash Equivalents | Item | Closing Balance (RMB Yuan) | Opening Balance (RMB Yuan) | | :--- | :--- | :--- | | Bank Deposits | 367,894,125.71 | 367,154,917.81 | | Other Cash and Cash Equivalents | 256,267,939.86 | 294,128,131.86 | | Total | 624,162,065.57 | 661,283,049.67 | - The total amount of restricted cash and cash equivalents at the end of the period was RMB 256.27 million, mainly including RMB 43.05 million for mine environmental restoration and ecological recovery deposits and RMB 213.21 million for bank acceptance bill margins[260] 4. Notes Receivable The company's notes receivable at the end of the period were all bank acceptance bills, totaling RMB 407 million, some of which have been pledged or endorsed Notes Receivable by Category | Item | Closing Balance (RMB Yuan) | Opening Balance (RMB Yuan) | | :--- | :--- | :--- | | Bank Acceptance Bills | 407,063,930.45 | 354,576,453.41 | | Total | 407,063,930.45 | 354,576,453.41 | - The amount of pledged notes receivable at the end of the period was RMB 46.99 million[264] - The amount of bank acceptance bills that had been endorsed or discounted but were not yet due at the balance sheet date was RMB 252.51 million[267] 5. Accounts Receivable The company's accounts receivable had a carrying amount of RMB 239 million at the end of the period, with a bad debt provision of RMB 339 million, and a high concentration among the top five debtors, most of which were fully provisioned Accounts Receivable Aging and Bad Debt Provision | Aging | Closing Book Balance (RMB Yuan) | Bad Debt Provision (RMB Yuan) | | :--- | :--- | :--- | | Within 1 year | 239,534,624.95 | 2,395,346.25 | | Over 5 years | 335,770,328.88 | 335,770,328.88 | | Total | 578,665,784.49 | 339,096,510.16 | - Accounts receivable with bad debt provisions made on an individual basis were mainly related to litigation, such as amounts due from Dalian Hengda Power Petrochemical Co, Ltd