Part I Important Notice, Table of Contents, and Definitions This section provides crucial disclaimers, the report's structure, and definitions of key terms to ensure clarity and accuracy Important Notice The company's board, supervisory board, and senior management guarantee the accuracy and completeness of the semi-annual report, confirming no cash dividends or share transfers from capital reserves - The company's board, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, with no false statements, misleading representations, or major omissions4 - The company's responsible person Fu Yuchen, chief accountant Wang Qiong, and head of accounting department Ma Hongmei declare the financial report is true, accurate, and complete4 - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for this period6 Table of Contents This section outlines the report's overall structure, covering eight main chapters including company profile, management discussion, corporate governance, significant events, share changes, bond information, and financial reports Reference Documents Reference documents include financial statements signed by the company's responsible person and chief accountant, all publicly disclosed company documents, and the original semi-annual report, available at the Board Secretary's office - Reference documents include financial statements signed and sealed by the company's responsible person, chief accountant, and head of the accounting department10 - Reference documents include originals of all company documents and announcements publicly disclosed on the CSRC-designated website during the reporting period11 - Reference documents are available at the company's Board Secretary's office14 Definitions This section defines common terms used in the report, including full and abbreviated names of the company, its main subsidiaries, and associated companies, ensuring clear understanding - "Company", "the Company", and "Wanxun Zikong" all refer to Shenzhen Wanxun Zikong Co., Ltd15 - Lists names and abbreviations of multiple wholly-owned subsidiaries, controlled subsidiaries, and associates, such as Zunwei Company, Hong Kong Wanxun, Jiangyin Wanxun, Chengdu Ankexin, etc15 Part II Company Profile and Key Financial Indicators This section provides an overview of the company's basic information and presents key financial data and performance metrics for the reporting period 1. Company Profile The company, Wanxun Zikong (stock code 300112), is listed on the Shenzhen Stock Exchange, with Fu Yuchen as legal representative and no changes in registered or office information Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Wanxun Zikong | | Stock Code | 300112 | | Listing Exchange | Shenzhen Stock Exchange | | Chinese Name | Shenzhen Wanxun Zikong Co., Ltd | | Legal Representative | Fu Yuchen | - The company's Board Secretary is Ye Lingli, and Securities Affairs Representative is Liu Dian, both located at Wanxun Zikong Building, No. 3 Road, North District, High-tech Industrial Park, Nanshan District, Shenzhen18 - The company's registered address, office address, website, email, information disclosure and placement locations, and registration status remained unchanged during the reporting period192021 4. Key Accounting Data and Financial Indicators During the reporting period, the company's operating revenue increased by 5.59%, but net profit attributable to shareholders and non-recurring net profit significantly decreased by 253.92% and 1602.32% respectively, primarily due to macroeconomic fluctuations, intensified market competition, and rising operating expenses, with net cash flow from operating activities also dropping by 76.08% Key Accounting Data and Financial Indicators (Current Reporting Period vs. Prior Year Period) | Indicator | Current Reporting Period (Yuan) | Prior Year Period (Yuan) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 499,367,063.87 | 472,926,999.61 | 5.59% | | Net Profit Attributable to Listed Company Shareholders | -11,710,940.63 | 7,608,549.81 | -253.92% | | Net Profit Attributable to Listed Company Shareholders Excluding Non-Recurring Gains and Losses | -15,843,744.14 | 1,054,616.19 | -1,602.32% | | Net Cash Flow from Operating Activities | -35,397,933.31 | -20,103,031.79 | -76.08% | | Basic Earnings Per Share (Yuan/share) | -0.0432 | 0.0259 | -266.80% | | Diluted Earnings Per Share (Yuan/share) | -0.0432 | 0.0259 | -266.80% | | Weighted Average Return on Net Assets | -1.10% | 0.63% | -1.73% | Key Accounting Data and Financial Indicators (End of Current Reporting Period vs. End of Prior Year) | Indicator | End of Current Reporting Period (Yuan) | End of Prior Year (Yuan) | Change from End of Prior Year | | :--- | :--- | :--- | :--- | | Total Assets | 1,689,643,922.42 | 1,672,203,537.43 | 1.04% | | Net Assets Attributable to Listed Company Shareholders | 1,061,208,391.26 | 1,069,977,992.81 | -0.82% | 5. Differences in Accounting Data Under Domestic and International Accounting Standards The company reported no differences in net profit and net assets between financial statements prepared under international or foreign accounting standards and Chinese accounting standards during the reporting period - The company reported no differences in net profit and net assets between financial statements disclosed under international accounting standards and Chinese accounting standards during the reporting period23 - The company reported no differences in net profit and net assets between financial statements disclosed under foreign accounting standards and Chinese accounting standards during the reporting period24 6. Non-Recurring Gains and Losses Items and Amounts Non-recurring gains and losses totaled 4,132,803.51 Yuan for the period, mainly from disposal of non-current assets, government grants, fair value changes of financial assets, entrusted investment income, and other non-operating income/expenses, including individual income tax handling fee refunds Non-Recurring Gains and Losses Items and Amounts | Item | Amount (Yuan) | | :--- | :--- | | Gains or losses from disposal of non-current assets | 1,018,635.20 | | Government grants recognized in current profit or loss | 1,706,085.49 | | Gains or losses from changes in fair value of financial assets and liabilities, and disposal gains or losses | 815,315.07 | | Gains or losses from entrusted investment or asset management | 901,185.21 | | Other non-operating income and expenses | 476,667.54 | | Other non-recurring gains and losses as defined | 232,286.69 | | Less: Income tax impact | 840,231.87 | | Less: Impact on minority interests (after tax) | 177,139.82 | | Total | 4,132,803.51 | - Other non-recurring gains and losses items include individual income tax handling fee refunds received27 Part III Management Discussion and Analysis This section provides a comprehensive analysis of the company's business operations, financial performance, core competencies, and risk factors during the reporting period 1. Principal Business Activities During the Reporting Period The company specializes in R&D, production, and sales of intelligent automation instruments, including industrial and civil meters and MEMS sensors, facing increased competition and demand fluctuations despite policy support, leading to a net profit loss - The company's principal business involves the R&D, production, and sales of intelligent automation instruments and related solutions, recognized as a national high-tech enterprise35 - Main products include industrial automation instruments (e.g., valve positioners, flow meters, gas detectors), civil meters (e.g., gas detectors, gas shut-off valves), and MEMS sensors36 - During the reporting period, operating revenue increased by 5.59% to 499.3671 million Yuan, but net profit attributable to parent company owners was -11.7109 million Yuan, a 253.92% year-on-year decrease, primarily due to declining gross margins, increased expenses, and impairment losses43 (I) Industry Overview During the Reporting Period The industrial automation instrument sector benefits from national policies and equipment upgrades, driving market demand, while new CCC certifications and national standards are shifting the gas alarm and emergency shut-off valve market towards quality competition, creating opportunities for domestic high-end instrument substitution - The "14th Five-Year Plan" and the "Action Plan to Promote Large-scale Equipment Renewal and Consumer Goods Trade-in" are driving manufacturing optimization and equipment upgrades in key industries, creating development opportunities for industrial automation instruments29 - The State Administration for Market Regulation's implementation of CCC certification for combustible gas detection and alarm products and gas emergency shut-off valves is shifting the industry from "price competition" to "quality competition," enhancing product quality and safety3033 - The release of the national standard "Electromagnetic Gas Emergency Shut-off Valves" improves product quality and raises market entry barriers, optimizing the competitive environment31 - Advances in domestic instrument technology, with some enterprises mastering core technologies, are gradually replacing foreign brands in industries such as chemical, petroleum, power, and metallurgy, presenting an opportunity for domestic substitution34 [(II) Principal Business and Products](index=10&type=section&id=(%E4%BA%8C%EF%BC%89%E4%B8%BB%E8%A6%81%E4%B8%9A%E5%8A%A1%E5%8F%8A%E4%BA%A7%E5%93%81) The company's main products include industrial automation instruments for traditional and emerging sectors, civil meters for urban gas and lifeline projects, and MEMS sensors, with R&D focused on miniaturization and intelligence - The company's main products include industrial automation instruments (e.g., valve positioners, flow meters, gas detectors), civil meters (e.g., gas detectors, gas shut-off valves), and MEMS sensors36 - Industrial automation instruments are applied in traditional industrial fields such as petroleum, chemical, power, metallurgy, and environmental protection, as well as emerging industries like aerospace and biopharmaceuticals3638 - MEMS sensors are crucial components for pressure and gas detection equipment, and the company develops MEMS sensors to align with industry trends of miniaturization, multi-functionality, intelligence, and integration36 (III) Business Model The company employs an independent R&D model with an IPD system, primarily self-procures with some outsourcing and strict supplier management, uses a production-to-order and standardized production approach, and combines direct and distribution sales to build a broad network - R&D Model: Adheres to independent R&D of core technologies, established an IPD R&D management system, adopts a "Chief Engineer Responsibility System," and collaborates with domestic and international research institutions40 - Procurement Model: Primarily self-procurement, selecting suppliers based on 5R principles, outsourcing some components, and implementing strict supplier management systems40 - Production Model: Custom products are produced to order, while standardized products follow production plans based on inventory and market conditions, maintaining certain stock levels41 - Sales Model: Combines direct sales and distribution, establishing regional sales centers or offices to build a nationwide sales network41 (IV) Performance Drivers Industrial automation instrument demand is driven by economic transformation, industrial upgrades, and energy conservation, while the expanding natural gas industry and urban lifeline projects create opportunities for civil meters; however, intensified market competition, fluctuating downstream demand, and real estate market adjustments led to underperforming old city renovation and household gas alarm businesses, squeezing profit margins and increasing operating expenses, resulting in a net loss for the period - Demand for industrial automation instrument products is driven by China's economic structural transformation and upgrading, traditional industrial technological renovation, industrial energy saving and carbon reduction upgrades, and the deepening process of localization for major equipment42 - The rapid expansion of the natural gas industry, the deep advancement of urban lifeline projects, and the implementation of policies like the "Work Safety Law" bring new development opportunities for civil meters such as gas detection alarms and gas shut-off valves42 - Affected by macroeconomic fluctuations and adjustments in real estate market demand, old city renovation projects and household gas alarm and shut-off valve installation businesses performed below expectations, leading to intensified price competition, squeezed profit margins, and increased operating expenses, resulting in a loss for this business segment during the reporting period43 2. Analysis of Core Competencies The company has built strong competitive advantages in intelligent automation instruments through a global R&D strategy, leadership in industry standard setting, a comprehensive marketing system, and an excellent management system, ensuring technological leadership, brand recognition, market influence, and operational efficiency - The company possesses leading technology, a prominent brand, a comprehensive sales and service network, and strong financial capabilities in the intelligent automation instrument industry44 (I) Global R&D Strategy for Technological Leadership The company maintains technological leadership through a global R&D strategy, continuous investment exceeding 7% of revenue, new patents, and an IPD management system, driving product intelligence and IoT integration as a national high-tech and "specialized, refined, new" enterprise - The company implements a global R&D strategy, consistently maintaining a leading technological position in China's intelligent automation instrument industry, with R&D investment consistently exceeding 7% for many years45 - The company is a national high-tech enterprise and a national "specialized, refined, new" small giant enterprise, enhancing R&D capabilities by introducing the IPD R&D management system and collaborating with top international research institutions45 - The company closely follows the development trends of internet, big data, and other technologies, promoting product intelligence and IoT integration to ensure product advancement and market competitiveness45 (II) Industry Standard Setting Advantage, Laying the Brand Foundation The company's active participation in drafting 82 national standards across industrial automation, explosive environment equipment, and gas detection has secured a first-mover advantage, established its brand, and earned recognition from customers, partners, and regulators - The company actively participated in and led the drafting of 82 national standards, covering important standards for industrial automation and control system safety, and equipment protection and safety monitoring in explosive environments46 - Participation in the formulation of national standards for IoT pressure transmitters marks a qualitative leap for domestic pressure transmitters from technological breakthroughs to industry standard setting46 - The company has received multiple honors, including "National Specialized, Refined, New 'Little Giant' Enterprise" and "National Gas Alarm Industry Quality Leading Brand," enhancing brand awareness and influence47 (III) Comprehensive Marketing System, Securing Numerous Benchmark Clients The company has established a comprehensive market sales system with an extensive dealer network and professional marketing team, covering major provinces and cities nationwide, securing orders from benchmark and leading clients in traditional and emerging sectors like smart security, smart fire protection, nuclear power, new energy, and urban lifeline projects - The company has established a comprehensive market sales system, possessing an extensive dealer network and professional marketing and customer service teams, with offices covering major provinces and cities nationwide48 - While maintaining clients in advantageous industries such as chemical, petroleum, power, metallurgy, and environmental protection, the company is expanding into smart security, smart fire protection, smart water, nuclear power, new energy, and urban lifeline sectors48 - Wholly-owned subsidiary Chengdu Ankexin is an annual supplier to benchmark enterprises such as Sinopec, PetroChina, China Resources Gas, Kunlun Gas, and Shenzhen Gas48 (IV) Building an Excellent Management System, Demonstrating Synergistic Effects The company has established comprehensive management systems for strategy, R&D (IPD), quality, marketing, finance, and human resources, achieving "Green Supply Chain Management System" certification, "2023 Digital Intelligence Leading Enterprise" for its upgraded IT systems, and "2024 China's Best Employer - Shenzhen Top 50 Employer" for its optimized HR management - The company has established a comprehensive management system covering strategic development, R&D management, total quality management, marketing, after-sales service/financial management, and human resources49 - In supply chain management, the company is advancing supply chain transformation projects and has obtained "Green Supply Chain Management System" certification49 - In information management, the company continuously iterates and upgrades ERP, CRM, and other systems, and implements MES, PLM, and other intelligent manufacturing systems, earning the title of "2023 Digital Intelligence Leading Enterprise" and "Information Security Management System" certification50 - In human resource management, the company optimizes organizational structure, performance evaluation, and compensation systems, earning the Zhaolian Recruitment "2024 China's Best Employer - Shenzhen Top 50 Employer" title50 3. Analysis of Principal Business During the reporting period, the company's principal business revenue increased by 5.59%, but operating costs grew faster, leading to a 2.38 percentage point decrease in gross margin; period expenses increased by 6.65%, and credit and asset impairment losses totaled 11.7752 million Yuan, resulting in a 253.92% year-on-year decrease in net profit attributable to the parent company to -11.7109 million Yuan Year-on-Year Changes in Key Financial Data | Indicator | Current Reporting Period (Yuan) | Prior Year Period (Yuan) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 499,367,063.87 | 472,926,999.61 | 5.59% | | | Operating Costs | 284,831,912.74 | 258,485,121.03 | 10.19% | | | Selling Expenses | 113,513,274.66 | 107,240,881.88 | 5.85% | | | Administrative Expenses | 52,020,637.33 | 47,717,362.32 | 9.02% | | | Financial Expenses | 8,510,630.57 | 4,775,191.48 | 78.23% | Interest income from large-denomination certificates of deposit decreased year-on-year | | Income Tax Expenses | -3,306,741.81 | 1,423,719.00 | -332.26% | Increase in deferred income tax assets recognized for deductible losses | | R&D Investment | 46,363,711.17 | 46,933,930.85 | -1.21% | | | Net Cash Flow from Operating Activities | -35,397,933.31 | -20,103,031.79 | -76.08% | Cash outflow for purchasing goods and receiving services increased year-on-year | | Net Profit Attributable to Parent Company Owners | -11,710,940.63 | 7,608,549.81 | -253.92% | Sales gross profit decreased year-on-year; credit impairment and asset impairment losses increased year-on-year | Product or Service Accounting for Over 10% of Revenue | Product or Service | Operating Revenue (Yuan) | Operating Costs (Yuan) | Gross Margin | Year-on-Year Change in Operating Revenue | Year-on-Year Change in Operating Costs | Year-on-Year Change in Gross Margin | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Manufacturing of Industrial Automatic Control System Devices | 493,816,318.02 | 282,878,320.49 | 42.72% | 5.71% | 9.94% | -2.20% | | Field Instruments | 422,997,991.36 | 247,620,609.49 | 41.46% | 6.82% | 11.82% | -2.62% | | Secondary Instruments and Others | 35,999,728.70 | 15,010,951.28 | 58.30% | -5.00% | -16.75% | 5.88% | | Pressure Instruments and Accessories | 32,553,182.63 | 18,245,569.28 | 43.95% | 12.45% | 22.04% | -4.41% | | Domestic Sales | 485,600,151.31 | 277,524,488.73 | 42.85% | 5.46% | 9.79% | -2.26% | | Overseas Sales | 8,216,166.71 | 5,353,831.76 | 34.84% | 23.13% | 18.35% | 2.63% | 4. Analysis of Non-Principal Business Non-principal business significantly impacted total profit during the reporting period, with asset and credit impairment losses totaling 86.03% of total profit, being the primary cause of the loss, while other income provided a positive contribution, but investment income and fair value changes were negative Impact of Non-Principal Business on Total Profit | Item | Amount (Yuan) | Proportion of Total Profit | Explanation of Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | 654,683.43 | -4.78% | Income from purchasing bank wealth management products; investment gains/losses from joint ventures and associates | No | | Gains from Changes in Fair Value | 815,315.07 | -5.96% | Recognition of fair value changes in the company's wealth management products | No | | Asset Impairment | -6,308,353.41 | 46.09% | Provision for inventory depreciation | No | | Non-Operating Income | 1,048,629.01 | -7.66% | Write-off of unpayable amounts | No | | Non-Operating Expenses | 851,585.54 | -6.22% | Losses from destruction and scrapping of non-current assets and penalty expenses | No | | Credit Impairment Losses | -5,466,860.22 | 39.94% | Provision for bad debts on receivables | No | | Other Income | 6,129,446.26 | -44.78% | VAT immediate refund, additional deduction for input VAT, government grants, etc | VAT immediate refund is sustainable | | Gains from Disposal of Assets | 1,298,259.27 | -9.49% | Gains from disposal of non-current assets | No | - Asset impairment and credit impairment losses collectively accounted for 86.03% of total profit, representing the main non-principal business factors contributing to the company's loss58 5. Analysis of Assets and Liabilities At the end of the reporting period, total assets increased by 1.04% year-on-year, while net assets attributable to shareholders slightly decreased by 0.82%; significant increases were seen in monetary funds, trading financial assets, notes receivable, financing for receivables, long-term deferred expenses, and other non-current assets, while other current assets and taxes payable significantly decreased; liabilities saw increases in short-term and long-term borrowings and contract liabilities, with decreases in lease liabilities and provisions Significant Changes in Asset Composition (End of Period vs. Beginning of Period) | Item | Amount at End of Current Reporting Period (Yuan) | Proportion of Total Assets | Amount at End of Prior Year (Yuan) | Proportion of Total Assets | Change in Proportion | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 202,674,091.05 | 12.00% | 154,366,603.18 | 9.23% | 2.77% | Large-denomination certificates of deposit matured and were recovered | | Accounts Receivable | 411,115,342.46 | 24.33% | 381,721,841.90 | 22.83% | 1.50% | | | Inventories | 211,390,770.58 | 12.51% | 194,130,513.34 | 11.61% | 0.90% | | | Short-Term Borrowings | 27,000,000.00 | 1.60% | 20,000,000.00 | 1.20% | 0.40% | Chengdu Ankexin added letter of credit borrowings | | Long-Term Borrowings | 9,500,000.00 | 0.56% | 0.00 | 0.00% | 0.56% | Chengdu Ankexin added secured borrowings | | Trading Financial Assets | 91,522,931.51 | 5.42% | 67,407,616.44 | 4.03% | 1.39% | Purchased bank structured wealth management products | | Other Current Assets | 12,362,005.77 | 0.73% | 142,506,421.11 | 8.52% | -7.79% | Large-denomination certificates of deposit matured and were redeemed | | Taxes Payable | 6,664,669.94 | 0.39% | 12,510,981.23 | 0.75% | -0.36% | Decrease in VAT and corporate income tax payable | | Other Payables | 21,418,685.27 | 1.27% | 38,783,397.54 | 2.32% | -1.05% | Payment for employee restricted stock repurchase obligations and minority shareholder equity | | Provisions | 0.00 | 0.00% | 791,413.58 | 0.05% | -0.05% | Litigation case concluded, original provision derecognized | Assets and Liabilities Measured at Fair Value (End of Period) | Item | Amount at Period-End (Yuan) | | :--- | :--- | | Trading Financial Assets | 91,522,931.51 | | Other Equity Instrument Investments | 49,072,545.31 | | Financing for Receivables | 32,521,664.25 | | Subtotal Financial Assets | 173,117,141.07 | - At the end of the reporting period, 2,380,195.26 Yuan of monetary funds were restricted as guarantee deposits65 6. Analysis of Investment Status The company had no significant equity investments during the reporting period but made non-equity investments in structured deposits, investing 130 million Yuan this period and 150 million Yuan cumulatively, generating returns; overall use of raised funds shows 113.7639 million Yuan utilized and 135.6498 million Yuan unused, primarily for bank wealth management, with the gas shut-off valve R&D and expansion project underperforming and the intelligent instrument R&D and industrialization project delayed Significant Non-Equity Investments in Progress During the Reporting Period | Project Name | Investment Method | Industry Involved in Investment Project | Amount Invested in Current Reporting Period (Yuan) | Cumulative Actual Investment Amount at End of Reporting Period (Yuan) | Source of Funds | Expected Return (Yuan) | Cumulative Realized Return at End of Reporting Period (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Structured Deposits | Other | Finance | 30,000,000.00 | 50,000,000.00 | Raised Funds | 326,127.83 | 313,397.26 | | Structured Deposits | Other | Finance | 100,000,000.00 | 100,000,000.00 | Raised Funds | 537,534.25 | 537,534.25 | | Total | -- | -- | 130,000,000.00 | 150,000,000.00 | -- | 863,662.08 | 850,931.51 | Overall Utilization of Raised Funds | Fundraising Method | Total Raised Funds (million Yuan) | Cumulative Utilized Raised Funds (million Yuan) | Total Raised Funds at Period-End (million Yuan) | Unused Raised Funds at Period-End (million Yuan) | | :--- | :--- | :--- | :--- | :--- | | Issuance of Convertible Corporate Bonds to Unspecified Investors | 245.7212 | 113.7639 | 238.6095 | 135.6498 | - The gas shut-off valve R&D and expansion project did not achieve expected returns, primarily because related product revenue did not meet targets78 - The intelligent instrument R&D and industrialization project is behind schedule, mainly due to government approval processes for the demolition and reconstruction of the implementation entity exceeding estimates78 Overview of Entrusted Wealth Management | Specific Type | Source of Entrusted Wealth Management Funds | Entrusted Wealth Management Amount (million Yuan) | Unmatured Balance (million Yuan) | | :--- | :--- | :--- | :--- | | Bank Wealth Management Products | Own Funds | 20.30 | 60.6720 | | Bank Wealth Management Products | Raised Funds | 130.00 | 30.00 | | Total | -- | 150.30 | 90.6720 | 7. Significant Asset and Equity Sales The company did not engage in any significant asset or equity sales during the reporting period - The company did not sell significant assets during the reporting period83 - The company did not have any significant equity sales during the reporting period84 8. Analysis of Major Controlled and Invested Companies During the reporting period, major subsidiary Chengdu Ankexin Electronics Co., Ltd.'s net profit decreased by 790.35% to -22.9901 million Yuan, mainly due to reduced revenue, lower gross profit, and increased period expenses; Chengdu Te'enda Gas Equipment Co., Ltd.'s net profit decreased by 25.20% to -8.7256 million Yuan; Guangzhou Jingxin Instrument & Electric Appliance Co., Ltd. performed well, with operating revenue increasing by 38.36% and net profit by 202.56% to 3.1614 million Yuan Major Subsidiaries and Invested Companies with Over 10% Impact on Company's Net Profit | Company Name | Company Type | Registered Capital | Total Assets (Yuan) | Net Assets (Yuan) | Operating Revenue (Yuan) | Operating Profit (Yuan) | Net Profit (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Chengdu Ankexin Electronics Co., Ltd. | Subsidiary | 105 million Yuan | 554,413,803.41 | 307,226,759.56 | 199,847,873.71 | -26,876,150.42 | -22,990,129.50 | | Chengdu Te'enda Gas Equipment Co., Ltd. | Subsidiary | 80 million Yuan | 155,998,662.81 | 29,029,209.92 | 49,093,299.57 | -8,488,786.59 | -8,725,583.38 | | Guangzhou Jingxin Instrument & Electric Appliance Co., Ltd. | Subsidiary | 10 million Yuan | 66,108,457.30 | 63,963,419.99 | 7,606,424.47 | 3,454,255.35 | 3,161,435.34 | Financial Data Changes of Major Controlled and Invested Companies (million Yuan) | Company Name | Financial Statement Item | Jan-Jun 2025 (million Yuan) | Jan-Jun 2024 (million Yuan) | Change Ratio | Reason for Fluctuation | | :--- | :--- | :--- | :--- | :--- | :--- | | Chengdu Ankexin Electronics Co., Ltd. | Net Profit | -22.9901 | 3.3302 | -790.35% | Decrease in operating revenue, decline in product gross margin; increase in period expenses year-on-year | | Chengdu Te'enda Gas Equipment Co., Ltd. | Net Profit | -8.7256 | -6.9694 | -25.20% | | | Guangzhou Jingxin Instrument & Electric Appliance Co., Ltd. | Operating Revenue | 7.6064 | 5.4977 | 38.36% | Increase in operating revenue | | Guangzhou Jingxin Instrument & Electric Appliance Co., Ltd. | Net Profit | 3.1614 | 1.0449 | 202.56% | | 9. Structured Entities Controlled by the Company The company did not control any structured entities during the reporting period - The company did not control any structured entities during the reporting period90 10. Risks Faced by the Company and Countermeasures The company faces risks from intensified market competition, new product R&D uncertainties, goodwill impairment, management control challenges due to business expansion, and lower-than-expected production capacity, requiring continuous innovation, technological consolidation, strengthened internal management, and market development - Market competition risk: The industrial automation instrument industry has low concentration and fierce competition, with rapid product iteration; the company needs to continuously develop new products and enhance technological advantages90 - New product R&D risk: Uncertainties exist in predicting future market trends and in new product R&D and industrialization, potentially leading to R&D failure or lower-than-expected market promotion91 - Goodwill impairment risk: If the future macroeconomic environment is unfavorable or company management integration falls short of expectations, the operating conditions of acquired companies may underperform, leading to goodwill impairment93 - Management control risk from business expansion: Increased business volume leads to complex organizational structures and management systems; if management fails to adjust in a timely manner, operating efficiency may be affected94 - Lower-than-expected production capacity risk: Production line upgrades and smart factory construction expand capacity; if downstream market demand changes or market development falls short of expectations, it may lead to difficulties in capacity utilization95 11. Registration Form for Research, Communication, Interview, and Other Activities During the Reporting Period During the reporting period, the company hosted Northeast Securities Shanghai Research and Consulting Branch for on-site research and participated in Panorama Network's "Investor Relations Interactive Platform" annual performance briefing, discussing company operations and industry development - On February 27, 2025, the company hosted Northeast Securities Shanghai Research and Consulting Branch for on-site research, discussing company operations and industry development96 - On May 8, 2025, the company participated in Panorama Network's "Investor Relations Interactive Platform" 2024 annual performance briefing, discussing company operations and industry development96 12. Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan The company did not formulate a market value management system or disclose a valuation enhancement plan during the reporting period - The company did not formulate a market value management system during the reporting period97 - The company did not disclose a valuation enhancement plan during the reporting period97 13. Implementation of "Quality and Return Dual Enhancement" Action Plan The company did not disclose an announcement regarding the "Quality and Return Dual Enhancement" action plan during the reporting period - The company did not disclose an announcement regarding the "Quality and Return Dual Enhancement" action plan during the reporting period97 Part IV Corporate Governance, Environment, and Society This section details changes in the company's senior management, profit distribution plans, implementation of equity incentive plans, environmental information disclosure, and social responsibility initiatives 1. Changes in Directors, Supervisors, and Senior Management During the reporting period, there was a change in the company's senior management, with Zou Hailong appointed as Deputy General Manager by the Board of Directors on March 18, 2025 - Zou Hailong was appointed as Deputy General Manager by the Board of Directors on March 18, 202599 2. Profit Distribution and Capital Reserve Conversion to Share Capital for the Current Reporting Period The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the half-year period - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the half-year period100 3. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures Due to not meeting 2024 performance targets and one incentive recipient's departure, the company repurchased and cancelled 1,721,350 Class I restricted shares and invalidated an equal number of Class II restricted shares from the 2023 Restricted Stock Incentive Plan, with cancellation completed on July 21, 2025 - The company's 2024 operating revenue and net profit both failed to meet the assessment conditions for the second unlocking/vesting period in the "2023 Restricted Stock Incentive Plan," and one incentive recipient lost eligibility due to resignation101 - Approved the repurchase and cancellation of 1,721,350 Class I restricted shares from the 2023 Restricted Stock Incentive Plan at a repurchase price of 5.38 Yuan/share, involving 66 incentive recipients101 - Approved the invalidation of 1,721,350 unvested Class II restricted shares from the 2023 Restricted Stock Incentive Plan, involving 66 incentive recipients101 - The aforementioned restricted shares completed cancellation procedures with China Securities Depository and Clearing Corporation Limited Shenzhen Branch on July 21, 2025102 4. Environmental Information Disclosure The company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law - The listed company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law103 5. Social Responsibility The company protects investor rights through robust governance, standardized operations, strict information disclosure, and diverse communication channels; ensures employee welfare and safety via cultural activities, health checks, and safety training; and maintains fair cooperation with suppliers, timely payments, and a comprehensive 24-hour responsive marketing service system for customer satisfaction - Investor Rights: The company protects the legitimate rights and interests of shareholders, especially small and medium investors, by improving corporate governance, standardizing operations, lawfully convening general meetings, strictly disclosing information, and using various investor communication methods104 - Employee Rights: The company organizes cultural and entertainment activities, conducts occupational hazard factor monitoring, arranges occupational health examinations, and has established an occupational health and safety management system and safety production standards to ensure employee health and safety105 - Supplier and Customer Rights: The company adheres to friendly negotiation and fair and reasonable principles with suppliers, establishes an evaluation system, and makes timely payments; for customers, it has established a comprehensive marketing service system, committing to 24-hour response to customer needs, with products and after-sales service receiving positive customer feedback106 Part V Significant Matters This section covers the fulfillment of commitments by controlling shareholders and related parties, absence of non-operating fund occupation, no illegal external guarantees, and details on accounting firm appointments, non-standard audit reports, bankruptcy reorganization, litigation, penalties, integrity, and significant related party transactions 1. Commitments Fulfilled and Overdue Unfulfilled by Actual Controller, Shareholders, Related Parties, Acquirers, and the Company During the Reporting Period During the reporting period, the company's actual controller, shareholders, and related parties strictly fulfilled all commitments, including share lock-up, avoidance of horizontal competition, supplementary payments for housing provident funds and taxes, and compensation measures, with no breaches - Mr. Zhong Yitai, shareholder of Zunwei Trading (Shenzhen) Co., Ltd., strictly fulfilled his share lock-up commitment, transferring no more than 25% of his total shares annually108 - Commitment parties such as Fu Yuchen, Fu Xiaoyang, and Zunwei Trading (Shenzhen) Co., Ltd. strictly fulfilled their commitments to avoid horizontal competition108 - Shareholders including Fu Yuchen, Fu Xiaoyang, Wang Hong, Meng Xiangli, Zheng Weiqiang, and Zunwei Trading (Shenzhen) Co., Ltd. strictly fulfilled their commitments to make supplementary payments for housing provident funds and overdue corporate income tax108 - The company's controlling shareholder and actual controller Fu Yuchen, along with the company's directors and senior management, strictly fulfilled their commitments regarding compensation measures, refraining from overstepping authority in company operations and not infringing upon company interests109 2. Non-Operating Fund Occupation by Controlling Shareholders and Other Related Parties The company reported no non-operating fund occupation by controlling shareholders or other related parties during the reporting period - The company reported no non-operating fund occupation by controlling shareholders or other related parties of the listed company during the reporting period110 3. Irregular External Guarantees The company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period111 4. Appointment and Dismissal of Accounting Firms The company's semi-annual report was not audited - The company's semi-annual report was not audited112 5. Board of Directors, Supervisory Board, and Audit Committee's Explanation of "Non-Standard Audit Report" for the Current Reporting Period The company had no non-standard audit report during the reporting period - The company had no non-standard audit report during the reporting period113 6. Board of Directors' Explanation of "Non-Standard Audit Report" for the Previous Year The company had no explanation regarding a non-standard audit report for the previous year during the reporting period - The company had no explanation regarding a non-standard audit report for the previous year during the reporting period113 7. Bankruptcy and Reorganization Matters The company had no bankruptcy and reorganization matters during the reporting period - The company had no bankruptcy and reorganization matters during the reporting period113 8. Litigation Matters The company had no significant litigation or arbitration matters, nor any other discloseable litigation matters, during the current reporting period - The company had no significant litigation or arbitration matters during the current reporting period114 - The company had no other litigation matters114 9. Penalties and Rectification The company had no penalties or rectification situations during the reporting period - The company had no penalties or rectification situations during the reporting period114 10. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller The company reported no integrity issues requiring disclosure for itself, its controlling shareholder, or actual controller during the reporting period - The company reported no integrity issues requiring disclosure during the reporting period115 11. Significant Related Party Transactions During the reporting period, the company had no significant related party transactions related to daily operations, asset or equity acquisitions/disposals, joint external investments, related party creditor-debtor relationships, or dealings with affiliated financial companies, nor any other significant related party transactions - The company had no significant related party transactions related to daily operations during the reporting period115 - The company had no related party transactions involving asset or equity acquisitions or disposals during the reporting period116 - The company had no related party creditor-debtor relationships during the reporting period118 - The company had no other significant related party transactions during the reporting period121 12. Significant Contracts and Their Performance The company had no significant contracts related to trusteeship, contracting, leasing, major guarantees, or other significant daily operating contracts during the reporting period - The company had no trusteeship situations during the reporting period122 - The company had no significant guarantee situations during the reporting period125 - The company had no significant daily operating contracts during the reporting period126 13. Explanation of Other Significant Matters 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 period128 14. Significant Matters of Company Subsidiaries 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 period129 Part VI Share Changes and Shareholder Information This section details changes in the company's share capital, securities issuance, shareholder numbers, top shareholders, and changes in holdings by directors, supervisors, and senior management, as well as any changes in controlling shareholders or actual controllers 1. Share Change Status During the reporting period, the company's total shares increased by 589 shares to 291,946,040 shares due to "Wanxun Convertible Bonds" conversion; restricted shares decreased by 11,797,575 shares, while unrestricted shares increased by 11,798,164 shares, primarily due to the lifting of initial public offering lock-up restrictions for Zunwei Trading (Shenzhen) Co., Ltd Share Change Status (Shares) | Item | Quantity Before This Change | Proportion Before This Change | Increase/Decrease in This Change (+, -) | Quantity After This Change | Proportion After This Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 66,101,309 | 22.64% | -11,797,575 | 54,303,734 | 18.60% | | Of which: Shares Held by Domestic Legal Persons | 11,833,950 | 4.05% | -11,833,950 | 0 | 0 | | Shares Held by Domestic Natural Persons | 54,267,359 | 18.59% | 36,375 | 54,303,734 | 18.60% | | II. Unrestricted Shares | 225,844,142 | 77.36% | 11,798,164 | 237,642,306 | 81.40% | | III. Total Shares | 291,945,451 | 100.00% | 589 | 291,946,040 | 100.00% | - During the reporting period, 49 "Wanxun Convertible Bonds" were converted into a total of 589 "Wanxun Zikong" shares132 Restricted Share Change Status (Shares) | Shareholder Name | Restricted Shares at Beginning of Period | Restricted Shares Unlocked in Current Period | Restricted Shares Increased in Current Period | Restricted Shares at End of Period | Reason for Restriction | Proposed Unlocking Date | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zunwei Trading (Shenzhen) Co., Ltd. | 11,833,950 | 11,833,950 | 0 | 0 | IPO Commitment | Unlocked on January 18, 2025 | | Fu Yuchen | 37,019,458 | 0 | 0 | 37,019,458 | Senior Management Lock-up | Senior management lock-up shares are unlocked annually, not exceeding 25% of total shares held | | Fu Xiaoyang | 13,505,901 | 0 | 37,500 | 13,543,401 | Senior Management Lock-up, Equity Incentive Lock-up | Senior management lock-up shares are unlocked annually, not exceeding 25% of total shares held; equity incentive restricted shares are unlocked in batches based on unlocking conditions | | Total | 66,101,309 | 11,872,575 | 37,500 | 54,303,734 | -- | -- | 2. Securities Issuance and Listing The company had no securities issuance or listing during the reporting period - The company had no securities issuance or listing during the reporting period136 3. Number of Shareholders and Shareholding Status At the end of the reporting period, the company had 22,980 common shareholders; among the top ten shareholders, Fu Yuchen held 16.91%, Fu Xiaoyang held 6.19%, and Zunwei Trading (Shenzhen) Co., Ltd. held 4.99%; Fu Yuchen and Fu Xiaoyang are brothers, and they are cousins with Meng Xiangli; Zunwei Trading (Shenzhen) Co., Ltd. entrusted others to vote during the reporting period - At the end of the reporting period, the total number of common shareholders was 22,980138 Shareholding Status of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Ratio | Number of Shares Held at End of Reporting Period | Number of Restricted Shares Held | Number of Unrestricted Shares Held | Pledged, Marked, or Frozen Status | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Fu Yuchen | Overseas Natural Person | 16.91% | 49,359,277 | 37,019,458 | 12,339,819 | Pledged 10,780,000 shares | | Fu Xiaoyang | Domestic Natural Person | 6.19% | 18,057,869 | 13,543,401 | 4,514,468 | Pledged 6,840,000 shares | | Zunwei Trading (Shenzhen) Co., Ltd. | Domestic Non-State-Owned Legal Person | 4.99% | 14,578,600 | 0 | 14,578,600 | Not applicable | | Meng Xiangli | Domestic Natural Person | 3.15% | 9,191,973 | 153,650 | 9,038,323 | Not applicable | | Zheng Weiqiang | Overseas Natural Person | 0.86% | 2,525,125 | 0 | 2,525,125 | Not applicable | - Fu Yuchen and Fu Xiaoyang are brothers; Fu Yuchen and Fu Xiaoyang are cousins with Meng Xiangli138 - Zunwei Trading (Shenzhen) Co., Ltd. entrusted others to vote at the 2024 Annual General Meeting of Shareholders, with all proposals receiving "for" votes138 4. Changes in Shareholdings of Directors, Supervisors, and Senior Management The shareholdings of the company's directors, supervisors, and senior management did not change during the reporting period, as detailed in the 2024 annual report - The shareholdings of the company's directors, supervisors, and senior management did not change during the reporting period, as detailed in the 2024 annual report140 5. Changes in Controlling Shareholder or Actual Controller The company's controlling shareholder and actual controller did not change during the reporting period - The company's controlling shareholder did not change during the reporting period141 - The company's actual controller did not change during the reporting period141 6. Preferred Share Information The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period142 Part VII Bond-Related Information This section provides details on the company's bond instruments, including corporate bonds, company bonds, non-financial enterprise debt financing instruments, and convertible corporate bonds, focusing on issuance, conversion, and credit ratings 1. Enterprise Bonds The company had no enterprise bonds during the reporting period - The company had no enterprise bonds during the reporting period144 2. Corporate Bonds The company had no corporate bonds during the reporting period - The company had no corporate bonds during the reporting period145 3. Non-Financial Enterprise Debt Financing Instruments The company had no non-financial enterprise debt financing instruments during the reporting period - The company had no non-financial enterprise debt financing instruments during the reporting period146 4. Convertible Corporate Bonds The company issued "Wanxun Convertible Bonds" in 2021 with a total issuance of 245.7212 million Yuan and a 6-year term; at the end of the reporting period, there were 6,463 bondholders; the bonds decreased by 4,900 Yuan this period, with cumulative conversion of 19.2542 million Yuan into 2,205,004 shares, and 92.16% of the total issuance remaining unconverted; the conversion price was adjusted multiple times, most recently to 8.28 Yuan/share; the company's credit rating remains AA- with a stable outlook, and it has reasonable cash arrangements for debt repayment - The company issued "Wanxun Convertible Bonds" on April 8, 2021, with a total issuance of 245.7212 million Yuan and a 6-year term, listed and traded on the Shenzhen Stock Exchange from April 23, 2021147 - At the end of the reporting period, there were 6,463 bondholders and no guarantors148 Convertible Bond Changes During the Reporting Period (Yuan) | Convertible Corporate Bond Name | Before This Change | Increase/Decrease in This Change (Conversion) | After This Change | | :--- | :--- | :--- | :--- | | Wanxun Convertible Bonds | 226,471,900.00 | 4,900.00 | 226,467,000.00 | Cumulative Conversion Status | Convertible Corporate Bond Name | Total Issuance Amount (Yuan) | Cumulative Conversion Amount (Yuan) | Cumulative Number of Converted Shares (Shares) | Unconverted Amount (Yuan) | Proportion of Unconverted Amount to Total Issuance | | :--- | :--- | :--- | :--- | :--- | :--- | | Wanxun Convertible Bonds | 245,721,200.00 | 19,254,200.00 | 2,205,004 | 226,467,000.00 | 92.16% | - The conversion price of Wanxun Convertible Bonds has undergone multiple adjustments, with the latest conversion price being 8.28 Yuan/share154 - The company's main credit rating remains AA-, with a stable outlook155 - The company ensures its future debt repayment capability through organic growth, strengthened financial management, promotion of convertible bond project implementation, and reasonable arrangements for repayment funds157 Part VIII Financial Report This section includes the audit report, comprehensive financial statements (balance sheets, income statements, cash flow statements, and statements of changes in equity) for both consolidated and parent company levels, along with detailed notes on accounting policies, tax items, and financial statement items 1. Audit Report The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited160 2. Financial Statements This section presents the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the first half of 2025. The consolidated statements show total assets of 1.690 billion Yuan and net assets attributable to the parent company of 1.061 billion Yuan at period-end, with operating revenue of 499.37 million Yuan and net profit attributable to the parent company of -11.7109 million Yuan for the period. The parent company statements show total assets of 1.382 billion Yuan and owners' equity of 973 million Yuan at period-end, with operating revenue of 226 million Yuan and net profit of 11.5555 million Yuan for the period Key Consolidated Balance Sheet Data (Period-End) | Item | Amount (Yuan) | | :--- | :--- | | Total Assets | 1,689,643,922.42 | | Total Liabilities | 579,133,573.96 | | Total Owners' Equity Attributable to Parent Company | 1,0
万讯自控(300112) - 2025 Q2 - 季度财报