Section I Important Notice, Table of Contents, and Definitions This section provides essential information, the report's table of contents, and definitions of key terms to ensure clarity and consistency for readers Important Notice The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, with all directors attending the review meeting - The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report3 - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for this semi-annual period4 Table of Contents This chapter lists the overall structure of the report, including eight main sections and their corresponding starting page numbers, providing quick navigation for readers Reference Documents This chapter lists the report-related documents available for inspection, including the original report signed by the legal representative, financial statements, and all company documents publicly disclosed on the CSRC designated website - Reference documents include the original report signed by the legal representative, financial statements, and original drafts of publicly disclosed company documents89 - All reference documents are kept at the company's securities department office10 Definitions This chapter provides definitions for common terms used in the report to ensure consistent understanding, covering key concepts such as company names, regulatory bodies, laws, and currency units - "Company", "the Company", "Joint Stock Company", "Ruitai Shares", "Listed Company", and "Guorui Technology" all refer to Changshu Guorui Technology Co., Ltd11 - "CSRC" refers to the China Securities Regulatory Commission, and "SZSE" refers to the Shenzhen Stock Exchange11 Section II Company Profile and Key Financial Indicators This section provides an overview of the company's fundamental information and presents its key accounting data and financial performance metrics for the reporting period I. Company Profile This chapter introduces the company's basic information, including its stock abbreviation, code, listing exchange, Chinese and English names, and legal representative, noting its former stock abbreviation "ST Ruike" Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Guorui Technology | | Stock Code | 300600 | | Former Stock Abbreviation | ST Ruike | | Stock Listing Exchange | Shenzhen Stock Exchange | | Company's Chinese Name | Changshu Guorui Technology Co., Ltd. | | Company's Legal Representative | Ge Ying | II. Contact Persons and Information This chapter provides detailed contact information for the company's Board Secretary and Securities Affairs Representative, including names, addresses, phone numbers, faxes, and email addresses, facilitating communication for investors and relevant parties Contact Persons and Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Wu Hongfa | No. 2 Qingdao Road, Changfu Street, Changshu City | 0512-52828917 | 0512-52348186 | zqb@cs-grkj.com | | Securities Affairs Representative | Zhang Bo | No. 2 Qingdao Road, Changfu Street, Changshu City | 0512-52828917 | 0512-52348186 | zqb@cs-grkj.com | III. Other Information This chapter states that there were no changes in the company's registered address, office address, website, email, information disclosure, or registration status during the reporting period, with specific details available in the 2024 annual report - The company's registered address, office address, website, and email remained unchanged during the reporting period15 - Information disclosure and document storage locations remained unchanged during the reporting period16 - The company's registration status remained unchanged during the reporting period17 IV. Key Accounting Data and Financial Indicators This chapter discloses the company's key accounting data and financial indicators for the reporting period, showing a 15.62% year-on-year decrease in operating revenue, a significant 109.31% decrease in net profit attributable to shareholders, and a substantial reduction in net cash flow from operating activities, while total assets and net assets attributable to shareholders increased Key Accounting Data and Financial Indicators (Current Reporting Period vs. Prior Year Period) | Indicator | Current Reporting Period (RMB) | Prior Year Period (RMB) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 104,710,920.46 | 124,089,367.26 | -15.62% | | Net Profit Attributable to Shareholders of Listed Company | -24,933,026.93 | -11,911,905.24 | -109.31% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains/Losses) | -28,205,022.89 | -10,002,622.70 | -181.98% | | Net Cash Flow from Operating Activities | -16,737,879.74 | 3,350,209.22 | -599.61% | | Basic Earnings Per Share (RMB/share) | -0.08 | -0.04 | -100.00% | | Diluted Earnings Per Share (RMB/share) | -0.08 | -0.04 | -100.00% | | Weighted Average Return on Net Assets | -2.52% | -1.27% | -1.25% | | Period-End Indicators | Current Reporting Period End (RMB) | Prior Year End (RMB) | Period-End vs. Prior Year End Change | | Total Assets | 1,441,425,635.91 | 1,229,427,176.09 | 17.24% | | Net Assets Attributable to Shareholders of Listed Company | 1,233,422,843.35 | 1,002,837,284.33 | 22.99% | V. Differences in Accounting Data Under Domestic and Overseas Accounting Standards This chapter clarifies that the company had no differences in net profit and net assets between financial reports prepared under international or overseas accounting standards and Chinese accounting standards during the reporting period - The company had no differences in net profit and net assets between financial reports disclosed under international accounting standards and Chinese accounting standards during the reporting period19 - The company had no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese accounting standards during the reporting period20 VI. Non-Recurring Gains and Losses Items and Amounts This chapter details the non-recurring gains and losses items and their amounts for the reporting period, primarily including gains from disposal of non-current assets, government grants, and entrusted investment income, totaling 3.27 million RMB Non-Recurring Gains and Losses Items and Amounts | Item | Amount (RMB) | Explanation | | :--- | :--- | :--- | | Gains/Losses from disposal of non-current assets | 381,352.61 | Gains from disposal of fixed assets | | Government grants recognized in current profit or loss | 2,777,200.00 | Various government grants received | | Gains/Losses from entrusted investments or asset management | 701,020.09 | Income from wealth management products | | Other non-operating income and expenses apart from the above | -10,024.03 | Difference in non-operating income and expenses | | Less: Income tax impact | 577,365.21 | Income tax impact | | Impact on minority interests (after tax) | 187.50 | | | Total | 3,271,995.96 | | Section III Management Discussion and Analysis This section provides a comprehensive analysis of the company's operations, financial condition, and future outlook, including industry trends, core competencies, and risk management strategies I. Company's Main Business Activities During the Reporting Period This chapter elaborates on the industry development trends, including green transformation and domestic policy support, and details the company's main businesses in marine electrical and automation systems and aerospace automation systems, its operating model, and performance during the reporting period (I) Industry Overview In the first half of 2025, China's shipbuilding industry saw a decrease in completed and new orders but a 36.7% increase in hand-held orders, dominating global market shares while accelerating green transformation driven by international and domestic policies - From January to June 2025, China's shipbuilding completion volume was 24.13 million deadweight tons, a year-on-year decrease of 3.5%; new orders amounted to 44.33 million deadweight tons, a year-on-year decrease of 18.2%; and hand-held orders reached 234.54 million deadweight tons, a year-on-year increase of 36.7%25 - China's three major shipbuilding indicators, measured by deadweight tons, accounted for 51.7%, 68.3%, and 64.9% of the world's total, respectively25 - The International Maritime Organization (IMO) and EU regulations are driving the green transformation of the shipping industry, with the penetration rate of new energy vessels significantly increasing to over 60%26 - Domestic policies support the renewal of old ships and the release of demand for high-end marine equipment, with deep-sea technology listed as a strategic emerging industry, and China's marine economy total volume exceeding 10 trillion RMB for the first time in 202427 (II) Company's Main Business The company aims to be a leading international provider of marine electrical and automation products and system solutions, focusing on marine power distribution systems, engine room automation systems, and aerospace automation systems, utilizing a direct sales model with build-to-order production and a combination of independent R&D and industry-academia collaboration - The company's main business involves the R&D, production, sales, and comprehensive technical services of marine and offshore engineering electrical and automation systems and their system integration29 - Key products include marine power distribution systems, marine engine room automation systems, and aerospace automation systems2930313234 - The company adopts a direct sales model, produces based on orders, combines independent R&D with industry-academia-research cooperation, and implements a procurement model that combines centralized and order-based purchasing35363738 (III) Operating Performance During the Reporting Period During the reporting period, the company's total operating revenue decreased by 15.62% to 104.71 million RMB, with net profit attributable to shareholders falling by 109.31% to -24.93 million RMB due to intensified competition and rising costs, though asset-liability ratio improved and cash flow remained strong Operating Performance Overview During the Reporting Period | Indicator | Amount (RMB in ten thousands) | Year-on-Year Change | | :--- | :--- | :--- | | Total Operating Revenue | 10,471.09 | -15.62% | | Total Profit | -3,193.22 | | | Net Profit Attributable to Shareholders of Listed Company | -2,493.3 | -109.31% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains/Losses) | -2,820.5 | -181.98% | - Revenue from marine power distribution systems decreased by 29.86% to 59.13 million RMB; marine engine room automation systems revenue decreased by 47.93% to 19.62 million RMB40 - As of June 30, 2025, the company's asset-liability ratio was 14.36%, a decrease of 3.96 percentage points from the beginning of the year, and net increase in cash and cash equivalents was 88.96 million RMB41 II. Analysis of Core Competencies The company's core competencies include strong market and industry resources, a robust technical innovation system, comprehensive production capabilities for marine electrical products, and an industry-leading quality and testing system, supported by long-term collaborations and multiple certifications (I) Market and Industry Resource Advantages The company possesses extensive resource advantages in the naval vessel outfitting industry, maintaining long-term stable cooperative relationships with research institutes and shipyards, and has successfully developed a high-end client base in the civil vessel market - The company has established long-term stable cooperative relationships with research institutes and shipyards, earning high market recognition and a good reputation in the naval vessel outfitting sector42 - The company has successfully developed a group of high-end quality clients in the public service vessels (such as maritime, marine surveillance, and fishery administration) and engineering vessels sectors42 (II) Relatively Complete Technology Innovation System Through years of accumulation, the company has built a relatively complete technical innovation system with a multidisciplinary professional technical team, covering products from components to system integration, and actively collaborates with renowned domestic universities to stay abreast of industry developments - The company has established a relatively complete technical innovation system, possessing a professional technical team covering electrical, automation, software, power electronics, and structural engineering fields43 - Products cover a range from components to low and medium voltage power distribution and automation complete sets, extending to marine system integration, widely applied in various naval vessels and offshore engineering projects43 - The company extensively collaborates with renowned domestic universities in industry-academia-research partnerships, closely following the latest developments in marine electrical and automation fields43 (III) Full-Chain Production Capability for Marine Electrical Products The company operates a 62,000 square meter production facility equipped with comprehensive digital manufacturing equipment, enabling the production of both non-standard and standardized electrical products, including specialized items, thus forming a preliminary full-chain production capability for marine electrical products - The company owns approximately 62,000 square meters of production facilities, equipped with a relatively complete set of digital manufacturing equipment within the industry45 - The company possesses the capability to produce both non-standard and standardized electrical products, and can also meet the production demands for some special products, having initially formed a full-chain production capability for marine electrical products45 (IV) Industry-Leading Quality and Testing System Since 1998, the company has established a quality system, certified by China Classification Society ISO9002 and China New Era Company GJB9001, with products meeting inspection requirements of multiple domestic and international classification societies, and operates a CNAS-accredited testing center capable of various environmental and electrical tests - The company established its quality system in 1998 and obtained ISO9002 certification from China Classification Society and GJB9001 quality system certification from China New Era Company46 - The company's products have passed inspections by various Chinese and foreign classification societies, including "CCS", "LK", "DNV", "GL", "ABS", "BV", "NK", and "LR"46 - The company possesses a testing center accredited by CNAS, capable of conducting various environmental and electrical testing projects46 III. Analysis of Main Business This chapter provides a detailed financial analysis of the company's main business, revealing a 15.62% year-on-year decrease in operating revenue and a 2.36% increase in operating costs, leading to profit pressure, with significant increases in sales and R&D expenses, and declining revenue and gross margins for marine power distribution and engine room automation systems Overview This overview directs readers to "I. Company's Main Business Activities During the Reporting Period" for detailed information on the company's core operations - For an overview of the main business, please refer to the relevant content in "I. Company's Main Business Activities During the Reporting Period"47 Year-on-Year Changes in Key Financial Data During the reporting period, the company's operating revenue decreased by 15.62% year-on-year, while operating costs increased by 2.36%, with sales expenses and R&D investment growing by 26.86% and 26.27% respectively, and significant increases in financial expenses and income tax expenses, while net cash flow from operating activities decreased by 599.61% Year-on-Year Changes in Key Financial Data | Indicator | Current Reporting Period (RMB) | Prior Year Period (RMB) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 104,710,920.46 | 124,089,367.26 | -15.62% | | | Operating Cost | 91,176,158.97 | 89,076,584.91 | 2.36% | | | Selling Expenses | 5,285,812.38 | 4,166,784.95 | 26.86% | | | Administrative Expenses | 26,863,650.02 | 26,333,886.18 | 2.01% | | | Financial Expenses | -568,238.18 | -819,964.24 | 30.70% | Decrease in interest income | | Income Tax Expenses | -6,601,208.19 | -676,108.52 | -876.35% | Increase in deferred income tax recognized | | R&D Investment | 11,118,502.32 | 8,805,304.28 | 26.27% | | | Net Cash Flow from Operating Activities | -16,737,879.74 | 3,350,209.22 | -599.61% | Some sales proceeds not yet collected | | Net Cash Flow from Investing Activities | -149,541,476.41 | -6,802,228.36 | -2,098.42% | Some wealth management products not yet matured | | Net Cash Flow from Financing Activities | 255,158,108.05 | -11,154,830.54 | 2,387.42% | Received shareholder performance compensation | | Net Increase in Cash and Cash Equivalents | 88,958,004.56 | -14,606,735.08 | 709.02% | Received shareholder performance compensation | Products or Services Accounting for Over 10% of Revenue The company's marine power distribution systems and marine engine room automation systems experienced year-on-year revenue declines of 29.86% and 47.93% respectively, with corresponding decreases in gross profit margins, while aerospace automation systems generated 22.12 million RMB in revenue with an 18.73% gross profit margin Products or Services Accounting for Over 10% of Revenue | Product or Service | Operating Revenue (RMB) | Operating Cost (RMB) | Gross Profit Margin | Year-on-Year Change in Operating Revenue | Year-on-Year Change in Operating Cost | Year-on-Year Change in Gross Profit Margin | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Marine Power Distribution Systems | 59,126,513.06 | 54,962,071.35 | 7.04% | -29.86% | -13.35% | -17.71% | | Marine Engine Room Automation Systems | 19,621,367.94 | 15,292,854.83 | 22.06% | -47.93% | -37.91% | -12.58% | | Aerospace Automation Systems | 22,122,797.19 | 17,979,134.77 | 18.73% | | | | IV. Analysis of Non-Core Business This chapter states that the company had no non-core business analysis during the reporting period - The company had no non-core business analysis during the reporting period50 V. Analysis of Assets and Liabilities This chapter analyzes the company's asset and liability composition changes at the end of the reporting period, showing significant growth in total assets and net assets attributable to shareholders, a substantial increase in monetary funds and financial assets held for trading, a slight decrease in accounts receivable and inventory proportions, and continued optimization of the asset-liability ratio with ample liquidity reserves 1. Significant Changes in Asset Composition At the end of the reporting period, the company's total assets increased by 17.24% year-on-year, and net assets attributable to shareholders increased by 22.99%, with monetary funds increasing by 2.78% of total assets, accounts receivable decreasing by 4.19%, and fixed assets decreasing by 3.47% Significant Changes in Asset Composition | Item | Amount at End of Current Reporting Period (RMB) | % of Total Assets | Amount at End of Prior Year (RMB) | % of Total Assets | Change in Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 308,664,457.05 | 21.41% | 229,017,179.61 | 18.63% | 2.78% | | Accounts Receivable | 325,140,585.65 | 22.56% | 328,829,154.18 | 26.75% | -4.19% | | Inventories | 130,304,157.46 | 9.04% | 131,710,597.35 | 10.71% | -1.67% | | Long-term Equity Investments | 2,226,520.59 | 0.15% | 206,533.99 | 0.02% | 0.13% | | Fixed Assets | 227,987,999.43 | 15.82% | 237,138,531.82 | 19.29% | -3.47% | | Construction in Progress | 37,021,714.06 | 2.57% | 30,274,452.47 | 2.46% | 0.11% | | Short-term Borrowings | 20,000,000.00 | 1.39% | 24,191,271.77 | 1.97% | -0.58% | | Contract Liabilities | 11,263,861.18 | 0.78% | 14,664,840.33 | 1.19% | -0.41% | 2. Major Overseas Assets This chapter states that the company had no major overseas assets during the reporting period - The company had no major overseas assets during the reporting period51 3. Assets and Liabilities Measured at Fair Value At the end of the reporting period, the company's financial assets measured at fair value primarily consisted of financial assets held for trading and other non-current financial assets, totaling 110.97 million RMB, with financial assets held for trading amounting to 110.02 million RMB after purchasing 635 million RMB and selling 525 million RMB during the period Assets and Liabilities Measured at Fair Value | Item | Beginning Balance (RMB) | Amount Purchased During Current Period (RMB) | Amount Sold During Current Period (RMB) | Ending Balance (RMB) | | :--- | :--- | :--- | :--- | :--- | | Financial Assets Held for Trading | 0.00 | 635,000,000.00 | 525,000,000.00 | 110,015,277.78 | | Other Non-current Financial Assets | 954,461.70 | 0.00 | 0.00 | 954,461.70 | | Total | 954,461.70 | 635,000,000.00 | 525,000,000.00 | 110,969,739.48 | 4. Asset Restrictions as of the End of the Reporting Period As of June 30, 2025, the company had no pledged, frozen, or potentially unrecoverable funds, with restricted assets primarily comprising bank acceptance bill deposits and letter of guarantee deposits, totaling 5.01 million RMB, a decrease from 14.32 million RMB at the beginning of the period - As of June 30, 2025, the company had no pledged, frozen, or potentially unrecoverable funds53 Asset Restrictions | Item | Ending Balance (RMB) | Beginning Balance (RMB) | | :--- | :--- | :--- | | Bank Acceptance Bill Deposits | 476,855.68 | 8,356,200.80 | | Letter of Guarantee Deposits | 4,532,393.00 | 5,963,775.00 | | Total | 5,009,248.68 | 14,319,975.80 | VI. Analysis of Investment Activities This chapter analyzes the company's investment activities, noting no significant equity or non-equity investments during the reporting period, with financial assets measured at fair value totaling 110.02 million RMB, primarily from self-funded bank wealth management products, and no use of raised funds, derivative investments, or entrusted loans 1. Overall Investment Situation This chapter states that the company had no overall investment situation during the reporting period - The company had no overall investment situation during the reporting period55 2. Significant Equity Investments Acquired During the Reporting Period This chapter states that the company did not acquire any significant equity investments during the reporting period - The company had no significant equity investments acquired during the reporting period55 3. Significant Non-Equity Investments Underway During the Reporting Period This chapter states that the company had no significant non-equity investments underway during the reporting period - The company had no significant non-equity investments underway during the reporting period55 4. Financial Assets Measured at Fair Value During the reporting period, the company's financial assets measured at fair value primarily consisted of other investments, totaling 110.02 million RMB at period-end, mainly from self-owned funds, with 635 million RMB purchased and 525 million RMB sold, resulting in cumulative investment income of 0.70 million RMB Financial Assets Measured at Fair Value | Asset Category | Initial Investment Cost (RMB) | Amount Purchased During Current Period (RMB) | Amount Sold During Current Period (RMB) | Cumulative Investment Income (RMB) | Ending Balance (RMB) | Source of Funds | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Other | 0.00 | 635,000,000.00 | 525,000,000.00 | 701,020.09 | 110,015,277.78 | Self-owned funds | | Total | 0.00 | 635,000,000.00 | 525,000,000.00 | 701,020.09 | 110,015,277.78 | -- | 5. Use of Raised Funds This chapter states that the company had no use of raised funds during the reporting period - The company had no use of raised funds during the reporting period56 6. Wealth Management, Derivative Investments, and Entrusted Loans During the reporting period, the company's wealth management transactions amounted to 635 million RMB, with an outstanding balance of 110 million RMB, all in bank wealth management products with no overdue unrecovered amounts, and no derivative investments or entrusted loans Wealth Management Overview | Specific Type | Source of Wealth Management Funds | Amount of Wealth Management Transactions (RMB in ten thousands) | Unmatured Balance (RMB in ten thousands) | Overdue Unrecovered Amount (RMB in ten thousands) | | :--- | :--- | :--- | :--- | :--- | | Bank Wealth Management Products | Self-owned funds | 63,500 | 11,000 | 0 | | Total | | 63,500 | 11,000 | 0 | - The company had no derivative investments during the reporting period59 - The company had no entrusted loans during the reporting period60 VII. Significant Asset and Equity Disposals This chapter states that 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 period61 - The company did not dispose of any significant equity during the reporting period62 VIII. Analysis of Major Holding and Participating Companies This chapter analyzes the operating performance of the company's major holding and participating companies, noting that as of the end of the reporting period, the company had 3 wholly-owned subsidiaries, 2 controlled subsidiaries, and 3 associate companies, with Hangzhou Haichuang Automation Co., Ltd. being a key subsidiary reporting a net loss of -2.88 million RMB Major Subsidiaries and Associate Companies with Over 10% Impact on Company's Net Profit | Company Name | Company Type | Main Business | Registered Capital (RMB) | Total Assets (RMB) | Net Assets (RMB) | Operating Revenue (RMB) | Operating Profit (RMB) | Net Profit (RMB) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Hangzhou Haichuang Automation Co., Ltd. | Subsidiary | Marine equipment manufacturing | 50,000,000.00 | 390,731,274.01 | 58,176,317.46 | 38,522,007.65 | -4,549,856.57 | -2,880,831.78 | | Suzhou Haite Electrical Co., Ltd. | Subsidiary | Metal structure manufacturing | 5,000,000.00 | 38,268,585.55 | -6,950,744.00 | 4,313,787.30 | -886,759.09 | -909,191.52 | - As of the end of the reporting period, the company had 3 wholly-owned subsidiaries, 2 controlled subsidiaries, and 3 associate companies63 IX. Structured Entities Controlled by the Company This chapter states that 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 period64 X. Risks Faced by the Company and Countermeasures This chapter identifies the company's primary risks as market demand fluctuations, accounts receivable recovery, and technology substitution, detailing strategic and specific countermeasures including market expansion, optimizing accounts receivable management, increasing R&D investment, and deepening industry-academia collaboration (I) Market Demand Fluctuation Risk The company's main business is susceptible to fluctuations in the shipbuilding industry, posing a market demand fluctuation risk, which it addresses by expanding traditional business, targeting high-end vessel outfitting, exploring new sectors like aerospace and new energy vessels, and diversifying into nuclear power, wind power, and rail transit - The company's main business is affected by fluctuations in the shipbuilding industry, facing market demand fluctuation risk65 - Countermeasures include expanding traditional business scale, focusing on outfitting products for high-end vessel types such as luxury cruise ships, LPG, and LNG carriers, vigorously exploring new areas like aerospace, nuclear power, wind power, and rail transit, and strategically positioning in the new energy vessel sector65 (II) Accounts Receivable Recovery Risk The company's accounts receivable scale, influenced by the characteristics of its marine outfitting business, carries the risk of difficult or prolonged recovery, potentially leading to credit impairment losses, which the company mitigates through a systematic management system, including a dedicated task force, dynamic tracking of key clients, differentiated collection plans, and legal action for long-overdue accounts - The company's accounts receivable scale, influenced by business characteristics, carries the risk of difficult recovery or prolonged collection cycles, leading to potential credit impairment losses65 - Countermeasures include establishing a dedicated task force, implementing dynamic tracking of key clients, formulating differentiated collection plans, establishing a tiered collection system, and taking legal action against long-overdue clients to safeguard funds66 (III) Technology Substitution Risk As equipment manufacturing technology advances, the company faces risks of technology substitution from new or lower-cost products, as well as the loss of skilled technical personnel, which it addresses by increasing R&D investment, breaking through key technologies, optimizing design and processes for cost reduction, strengthening innovation platforms and industry-academia collaboration, and focusing on new energy vessel propulsion system technology to build a complete industry chain partnership - The company faces technology substitution risk from new or lower-cost products, as well as the risk of losing excellent technical personnel66 - Countermeasures include increasing R&D investment, breaking through key technologies, promoting cost reduction and efficiency improvement through design optimization and process enhancement, strengthening innovation platform construction and industry-academia-research cooperation, and focusing on the new energy vessel industry67 XI. Registration Form for Research, Communication, Interview, and Other Activities During the Reporting Period This chapter states that the company did not host any research, communication, interview, or other related activities during the reporting period - The company did not host any research, communication, interview, or other related activities during the reporting period69 XII. Implementation of Market Value Management System and Valuation Enhancement Plan This chapter states that the company has not established a market value management system nor disclosed a valuation enhancement plan - The company has not established a market value management system70 - The company has not disclosed a valuation enhancement plan70 XIII. Implementation of the 'Dual Enhancement of Quality and Returns' Action Plan This chapter states that the company has not disclosed an announcement regarding the "Dual Enhancement of Quality and Returns" action plan - The company has not disclosed an announcement regarding the "Dual Enhancement of Quality and Returns" action plan70 Section IV Corporate Governance, Environment, and Society This section outlines the company's corporate governance structure, changes in key personnel, profit distribution plans, and its approach to environmental and social responsibilities I. Changes in Directors, Supervisors, and Senior Management This chapter reports changes in the company's senior management, specifically the departure of Deputy General Manager Yuan Yongqiang on March 7, 2025, due to personal reasons Changes in Directors, Supervisors, and Senior Management | Name | Position | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | Yuan Yongqiang | Deputy General Manager | Resignation | March 07, 2025 | Personal reasons | II. Profit Distribution and Capital Reserve Conversion to Share Capital During the Reporting Period This chapter clarifies that 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 period72 III. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures This chapter states that the company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures, or their implementation, during the reporting period - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures, or their implementation, during the reporting period73 IV. Environmental Information Disclosure This chapter states that the listed 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 law74 V. Social Responsibility This chapter states that the company's social responsibility situation is not applicable - Social responsibility situation is not applicable74 Section V Significant Matters This section details significant events affecting the company, including fulfilled commitments by related parties, absence of non-operating fund occupation, and various legal and contractual matters I. Commitments Fulfilled and Overdue Unfulfilled Commitments by Actual Controller, Shareholders, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period This chapter discloses the commitments fulfilled by the company's actual controller, Gong Ruiliang, and his related parties during the reporting period, including non-compete and performance compensation agreements, with all performance compensation payments and interest completed by June 25, 2025 - Gong Ruiliang committed to avoiding horizontal competition and will adhere to this commitment long-term76 - Gong Ruiliang and Suzhou Ruite Investment completed the payment of performance compensation and interest by June 25, 2025, fulfilling their performance commitment obligations76 II. Non-Operating Funds Occupied by Controlling Shareholders and Other Related Parties from the Listed Company This chapter states that the company had no non-operating funds occupied by controlling shareholders or other related parties during the reporting period - The company had no non-operating funds occupied by controlling shareholders or other related parties during the reporting period77 III. Irregular External Guarantees This chapter states that the company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period78 IV. Appointment and Dismissal of Accounting Firms This chapter states that the company's semi-annual financial report was not audited - The company's semi-annual report was not audited79 V. Board of Directors, Supervisory Board, and Audit Committee's Explanation of the 'Non-Standard Audit Report' for the Current Period This chapter states that there was no explanation from the board of directors, supervisory board, or audit committee regarding a "non-standard audit report" for the current period - There was no explanation from the board of directors, supervisory board, or audit committee regarding a "non-standard audit report" for the current period80 VI. Board of Directors' Explanation of the 'Non-Standard Audit Report' for the Previous Year This chapter states that there was no explanation from the board of directors regarding a "non-standard audit report" for the previous year - There was no explanation from the board of directors regarding a "non-standard audit report" for the previous year80 VII. Bankruptcy Reorganization Matters This chapter states that the company had no bankruptcy reorganization matters during the reporting period - The company had no bankruptcy reorganization matters during the reporting period80 VIII. Litigation Matters This chapter states that the company had no significant litigation or arbitration matters, nor any other litigation matters, during the reporting period - The company had no significant litigation or arbitration matters during this reporting period81 - The company had no other litigation matters during the reporting period81 IX. Penalties and Rectification This chapter states that the company had no penalties or rectification situations during the reporting period - The company had no penalties or rectification situations during the reporting period81 X. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller This chapter states that there were no issues regarding the integrity status of the company, its controlling shareholder, or actual controller during the reporting period - There were no issues regarding the integrity status of the company, its controlling shareholder, or actual controller during the reporting period82 XI. Significant Related Party Transactions This chapter states that the company had no related party transactions related to daily operations, asset or equity acquisitions/disposals, joint external investments, related party creditor-debtor relationships, financial business with related financial companies, or other significant related party transactions during the reporting period - The company had no related party transactions related to daily operations during the reporting period82 - The company had no related party transactions involving asset or equity acquisitions or disposals during the reporting period83 - The company had no related party creditor-debtor relationships during the reporting period85 - The company had no other significant related party transactions during the reporting period88 XII. Significant Contracts and Their Performance This chapter discloses the company's leasing activities during the reporting period, including renting out office and production facilities to several companies, generating a total rental income of 2.14 million RMB, and states the absence of custody, contracting, significant guarantees, or other major contracts 1. Custody, Contracting, and Leasing Matters The company had no custody or contracting situations during the reporting period, but rented out office and production facilities to several companies, recognizing a total rental income of 2.14 million RMB from January to June 2025, with no single leasing project contributing over 10% of total profit - The company had no custody situations during the reporting period89 - The company had no contracting situations during the reporting period90 - The company rented out buildings and equipment to several companies, recognizing a total rental income of 2.14 million RMB from January to June 202596 2. Significant Guarantees This chapter states that the company had no significant guarantees during the reporting period - The company had no significant guarantees during the reporting period97 3. Significant Contracts in Ordinary Course of Business This chapter states that the company had no significant contracts in the ordinary course of business during the reporting period - The company had no significant contracts in the ordinary course of business during the reporting period98 4. Other Significant Contracts This chapter states that the company had no other significant contracts during the reporting period - The company had no other significant contracts during the reporting period99 XIII. Explanation of Other Significant Matters This chapter states that the company had no other significant matters requiring explanation during the reporting period - The company had no other significant matters requiring explanation during the reporting period100 XIV. Significant Matters of Company Subsidiaries This chapter states that the company had no significant matters concerning its subsidiaries during the reporting period - The company had no significant matters concerning its subsidiaries during the reporting period101 Section VI Share Changes and Shareholder Information This section details the company's share capital movements, including changes in restricted and unrestricted shares, and provides an overview of its shareholder structure and key shareholding information I. Share Change Information This chapter details the company's share changes, with restricted shares decreasing by 47,957,644 shares to zero, primarily due to the lifting of restrictions on senior management lock-up shares, while unrestricted shares increased correspondingly, and total share capital remained unchanged, with no share repurchase progress 1. Share Change Details During the reporting period, the company's restricted shares decreased by 47,957,644 shares to 0, representing 0.00% of total shares, while unrestricted shares increased by the same amount to 294,234,480 shares, representing 100.00%, with the total share capital remaining at 294,234,480 shares Share Change Details | Share Type | Number Before Change (shares) | Proportion Before Change | Increase/Decrease in Current Change (shares) | Number After Change (shares) | Proportion After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 47,957,644 | 16.30% | -47,957,644 | 0 | 0.00% | | 3. Other Domestic Shares | 47,957,644 | 16.30% | -47,957,644 | 0 | 0.00% | | Domestic Natural Person Shares | 47,957,644 | 16.30% | -47,957,644 | 0 | 0.00% | | II. Unrestricted Shares | 246,276,836 | 83.70% | 47,957,644 | 294,234,480 | 100.00% | | 1. RMB Ordinary Shares | 246,276,836 | 83.70% | 47,957,644 | 294,234,480 | 100.00% | | III. Total Shares | 294,234,480 | 100.00% | 0 | 294,234,480 | 100.00% | 2. Restricted Share Changes During the reporting period, all 47,957,644 restricted shares held by Gong Ruiliang (senior management lock-up shares) were released from restriction, resulting in zero restricted shares at period-end Restricted Share Changes | Shareholder Name | Restricted Shares at Beginning of Period (shares) | Restricted Shares Released During Current Period (shares) | Restricted Shares Increased During Current Period (shares) | Restricted Shares at End of Period (shares) | Reason for Restriction | Proposed Release Date | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Gong Ruiliang | 47,957,644 | 47,957,644 | 0 | 0 | Senior management lock-up shares | Adjusted by clearing company based on shareholdings of directors, supervisors, and senior management | | Total | 47,957,644 | 47,957,644 | 0 | 0 | -- | -- | II. Securities Issuance and Listing This chapter states that the company had no securities issuance or listing activities during the reporting period - The company had no securities issuance or listing activities during the reporting period107 III. Number of Shareholders and Shareholding Structure At the end of the reporting period, the company had 34,341 ordinary shareholders, with Zhejiang Provincial Second Light Industry Group Co., Ltd. as the largest shareholder holding 32.24%, and Gong Ruiliang as the second largest with 20.72%, of which 55,000,000 shares are pledged, and he has waived voting rights for a portion of his shares - The total number of ordinary shareholders at the end of the reporting period was 34,341109 Shareholding of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Percentage | Number of Shares Held at End of Reporting Period (shares) | Number of Unrestricted Shares Held (shares) | Share Status | Number (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zhejiang Provincial Second Light Industry Group Co., Ltd. | State-owned Legal Person | 32.24% | 94,848,375.00 | 94,848,375.00 | Not applicable | 0.00 | | Gong Ruiliang | Domestic Natural Person | 20.72% | 60,970,116.00 | 60,970,116.00 | Pledged | 55,000,000.00 | - Mr. Gong Ruiliang agreed to irrevocably waive the voting rights corresponding to 9,369,098 shares (accounting for 3.16% of the target company's total shares) he holds110 IV. Changes in Shareholdings of Directors, Supervisors, and Senior Management This chapter states that there were no changes in the shareholdings of the company's directors, supervisors, and senior management during the reporting period, with details available in the 2024 annual report - There were no changes in the shareholdings of the company's directors, supervisors, and senior management during the reporting period111 V. Changes in Controlling Shareholder or Actual Controller This chapter states that there were no changes in the company's controlling shareholder or actual controller during the reporting period - The company's controlling shareholder did not change during the reporting period112 - The company's actual controller did not change during the reporting period112 VI. Preferred Share Information This chapter states that the company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period113 Section VII Bond-Related Information This section confirms the absence of any bond-related activities or outstanding bonds for the company during the reporting period Bond-Related Information This chapter states that the company had no bond-related information during the reporting period - The company had no bond-related information during the reporting period115 Section VIII 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, taxation, and financial risks I. Audit Report This chapter explicitly states that the company's semi-annual financial report was unaudited - The company's semi-annual financial report was unaudited117 II. Financial Statements This chapter provides the company's consolidated and parent company financial statements for the first half of 2025, including the balance sheet, income statement, cash flow statement, and statement of changes in owners' equity, comprehensively presenting the company's financial position, operating results, and cash flow situation, showing increased total assets and owners' equity but negative net profit and operating cash outflow Consolidated Balance Sheet (Ending Balance) | Item | Ending Balance (RMB) | Beginning Balance (RMB) | | :--- | :--- | :--- | | Monetary Funds | 308,664,457.05 | 229,017,179.61 | | Financial Assets Held for Trading | 110,015,277.78 | 0.00 | | Accounts Receivable | 325,140,585.65 | 328,829,154.18 | | Inventories | 130,304,157.46 | 131,710,597.35 | | Total Assets | 1,441,425,635.91 | 1,229,427,176.09 | | Short-term Borrowings | 20,000,000.00 | 24,191,271.77 | | Total Liabilities | 207,017,975.04 | 225,207,139.41 | | Total Owners' Equity Attributable to Parent Company | 1,233,422,843.35 | 1,002,837,284.33 | | Total Owners' Equity | 1,234,407,660.87 | 1004,220,036.68 | Consolidated Income Statement (Current Period) | Item | First Half of 2025 (RMB) | First Half of 2024 (RMB) | | :--- | :--- | :--- | | Total Operating Revenue | 104,710,920.46 | 124,089,367.26 | | Total Operating Costs | 135,824,593.43 | 130,133,260.60 | | Operating Profit | -31,922,145.92 | -11,049,195.76 | | Total Profit | -31,932,169.95 | -13,131,856.85 | | Net Profit | -25,330,961.76 | -12,455,748.33 | | Net Profit Attributable to Parent Company Shareholders | -24,933,026.93 | -11,911,905.24 | | Basic Earnings Per Share | -0.08 | -0.04 | Consolidated Cash Flow Statement (Current Period) | Item | First Half of 2025 (RMB) | First Half of 2024 (RMB) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -16,737,879.74 | 3,350,209.22 | | Net Cash Flow from Investing Activities | -149,541,476.41 | -6,802,228.36 | | Net Cash Flow from Financing Activities | 255,158,108.05 | -11,154,830.54 | | Net Increase in Cash and Cash Equivalents | 88,958,004.56 | -14,606,735.08 | III. Company Overview This chapter outlines the company's historical development, including its establishment, listing, multiple capital changes, equity incentives, and changes in controlling shareholder and actual controller, noting its name change to Changshu Guorui Technology Co., Ltd. in 2020, its business nature in the railway, marine, aerospace, and other transportation equipment manufacturing industries, and unchanged main products and services, with no changes in the scope of consolidated financial statements for the current period - The company was listed on the Shenzhen Stock Exchange on January 15, 2017148 - On August 21, 2020, the company's controlling shareholder changed to Zhejiang Second Light Industry Group, and the actual controller changed to the State-owned Assets Supervision and Administration Commission of Zhejiang Provincial People's Government154 - The company's name was changed from Changshu Ruite Electrical Co., Ltd. to Changshu Guorui Technology Co., Ltd. on September 2020155 - The company belongs to the railway, marine, aerospace, and other transportation equipment manufacturing industries, with its main products and services being marine power distribution systems and marine engine room automation systems, which remained unchanged during the reporting period161 IV. Basis of Financial Statement Preparation This chapter states that the company's financial statements are prepared in accordance with the "Enterprise Accounting Standards" issued by the Ministry of Finance and relevant regulations, presented on a going concern basis, and the company evaluated its ability to continue as a going concern for 12 months from June 30, 2025, finding no significant doubts - The Group's financial statements are prepared in accordance with the "Enterprise Accounting Standards" and relevant regulations164 - These financial statements are presented on a going concern basis, and no significant doubts or circumstances regarding the ability to continue as a going concern were identified165 V. Significant Accounting Policies and Estimates This chapter elaborates on the significant accounting policies and estimates followed by the company in preparing its financial statements, covering financial instruments, inventories, long-term equity investments, fixed assets, intangible assets, revenue recognition, government grants, deferred income tax, and leases, ensuring accuracy and comparability of financial reporting - The specific accounting policies and estimates formulated by the Group based on its actual production and operation characteristics include bad debt provisions for receivables, inventory impairment provisions, depreciation of fixed assets, amortization of intangible assets, measurement models for investment properties, and revenue recognition and measurement166 - The financial statements prepared by the company comply with the requirements of enterprise accounting standards, truthfully and completely reflecting the company's financial position, operating results, cash flows, and other relevant information for the reporting period167 - The Group's accounting period is from January 1 to December 31 of the Gregorian calendar, and RMB is adopted as the functional currency168170 VI. Taxation This chapter lists the company's and its subsidiaries' main tax categories and rates, detailing the tax incentives enjoyed, including a 15% corporate income tax preferential rate for the company and Hangzhou Haichuang Automation Co., Ltd. as high-tech enterprises, and corporate income tax and "six taxes and two fees" halved for some subsidiaries as small low-profit enterprises Main Tax Categories and Rates | Tax Category | Tax Rate | | :--- | :--- | | Value-Added Tax | 13%, 9%, 6% | | Urban Maintenance and Construction Tax | 7% | | Corporate Income Tax | 15%, 20% | | Education Surcharge | 3% | | Local Education Surcharge | 2% | | Property Tax | 1.2%, 12% | - The company and its subsidiary, Hangzhou Haichuang Automation Co., Ltd., are recognized as high-tech enterprises, applying a 15% preferential corporate income tax rate282 - Subsidiaries Suzhou Haite Electrical Co., Ltd., Shanghai Ruizhao International Trade Co., Ltd., Suzhou Ruichuang Testing Services Co., Ltd., and Zhejiang Beikun Intelligent Technology Co., Ltd. are small low-profit enterprises, enjoying corporate income tax and "six taxes and two fees" halved tax preferential policies284285 VII. Notes to Consolidated Financial Statements This chapter provides detailed notes for each item in the consolidated financial statements, including monetary funds, various receivables, inventories, fixed assets, intangible assets, liabilities, owners' equity, and income and expenses, highlighting that monetary funds totaled 309 million RMB and financial assets held for trading were 110 million RMB at period-end, accounts receivable were 325 million RMB with 134 million RMB in bad debt provisions, and capital reserves increased by 256 million RMB due to shareholder performance compensation Consolidated Financial Statement Key Items Ending Balance | Item | Ending B
国瑞科技(300600) - 2025 Q2 - 季度财报