美晨科技(300237) - 2025 Q2 - 季度财报

Part I Important Notice, Table of Contents, and Definitions Important Notice The company's board and management guarantee the report's accuracy, with no cash dividends or share transfers planned, and future projections are not commitments - The company's board of directors and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content, and bear legal responsibility[4] - The company plans not to distribute cash dividends, send bonus shares, or convert capital reserves into share capital[5] - Content involving future plans and performance forecasts does not constitute a substantial commitment by the company to any investors or related parties, who should maintain sufficient risk awareness[4] Table of Contents This section lists the eight main chapters of the 2025 semi-annual report, covering operations, finance, governance, and key matters - The report is mainly divided into eight chapters, covering company operations, finance, governance, and significant matters[7] Definitions This section defines key terms, abbreviations, and monetary units used in the report for clarity - The report defines "Meichen Technology," "Company," and "Listed Company" as Shandong Meichen Technology Co., Ltd[12] - "Reporting Period" and "Prior Period" refer to the first half of 2025 and the first half of 2024, respectively[12] Part II Company Profile and Key Financial Indicators I. Company Profile This section provides basic company information, including stock name, code, listing exchange, and legal representative Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Meichen Technology | | Stock Code | 300237 | | Stock Exchange | Shenzhen Stock Exchange | | Company Chinese Name | Shandong Meichen Technology Co., Ltd | | Legal Representative | Liu Zichuan | II. Contact Persons and Information Contact details for the Board Secretary and Securities Affairs Representative are provided for investor communication - The Board Secretary is Li Weigang, and the Securities Affairs Representative is Zhang Yunxia, both with the contact address at No 12001, Mizhou East Road, Zhucheng City, Weifang City, Shandong Province[15] III. Other Information The company's registered address, website, and information disclosure details remained unchanged during the reporting period - The company's registered address, office address, website, and email remained unchanged during the reporting period[16] - Information disclosure and filing locations remained unchanged during the reporting period[17] - The company's registration status remained unchanged during the reporting period[18] IV. Key Accounting Data and Financial Indicators H1 2025 revenue grew 1.41% to 863.1 million yuan, but net profit attributable to shareholders remained negative at -91.68 million yuan, a 52.18% reduction in loss 2025 Semi-Annual Key Accounting Data and Financial Indicators | Indicator | Current Period (RMB) | Prior Period (RMB) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 863,103,724.46 | 851,140,716.47 | 1.41% | | Net Profit Attributable to Listed Company Shareholders | -91,680,724.22 | -191,714,121.39 | 52.18% | | Net Profit Attributable to Listed Company Shareholders (Excluding Non-Recurring Items) | -101,264,999.05 | -206,380,251.22 | 50.93% | | Net Cash Flow from Operating Activities | 24,328,928.90 | 43,371,852.97 | -43.91% | | Basic Earnings Per Share (RMB/share) | -0.06 | -0.13 | 53.85% | | Diluted Earnings Per Share (RMB/share) | -0.06 | -0.13 | 53.85% | | Weighted Average Return on Net Assets | -162.68% | -80.57% | -82.11% | | Indicator | End of Current Period (RMB) | End of Prior Year (RMB) | Change from Prior Year-End | | :--- | :--- | :--- | :--- | | Total Assets | 5,411,083,973.71 | 5,523,784,585.84 | -2.04% | | Net Assets Attributable to Listed Company Shareholders | 10,372,077.09 | 102,196,970.79 | -89.85% | V. Differences in Accounting Data Under Domestic and Overseas Accounting Standards No differences in net profit or net assets were reported under international/overseas vs. Chinese accounting standards - The company reported no differences in net profit and net assets between financial reports disclosed under International Accounting Standards and Chinese Accounting Standards during the reporting period[20] - The company reported no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese Accounting Standards during the reporting period[21] VI. Non-Recurring Gains and Losses Items and Amounts Total non-recurring gains and losses were 9.58 million yuan, mainly from capital occupation fees, government grants, and bad debt reversals 2025 Semi-Annual Non-Recurring Gains and Losses Items and Amounts | Item | Amount (RMB) | | :--- | :--- | | Gains or losses from disposal of non-current assets (including the write-off portion of asset impairment provisions) | -2,662.48 | | Government grants recognized in current profit and loss (excluding those closely related to the company's normal operations, compliant with national policies, enjoyed according to fixed standards, and having a continuous impact on the company's profit and loss) | 1,372,346.94 | | Capital occupation fees received from non-financial enterprises recognized in current profit and loss | 8,257,016.18 | | Reversal of impairment provisions for accounts receivable subject to separate impairment testing | 1,407,006.31 | | Other non-operating income and expenses apart from the above | -1,547,351.63 | | Impact on minority interests (after tax) | -97,919.51 | | Total | 9,584,274.83 | - The company has no other profit and loss items that meet the definition of non-recurring gains and losses, nor does it classify non-recurring gains and losses as recurring gains and losses[24] Part III Management Discussion and Analysis I. Main Businesses During the Reporting Period The company's main businesses are non-tire rubber and landscape engineering, with a strategic focus on the profitable non-tire rubber segment - The company's main businesses include non-tire rubber products and landscape engineering[26] - In the first half of 2025, the company's non-tire rubber business segment achieved operating revenue of 840 million yuan, a year-on-year increase of 17.15%[26] - The company's landscape engineering business continues to incur losses, and the company plans to divest all landscape engineering businesses to further focus on non-tire rubber businesses[26] (I) Non-Tire Rubber Business The non-tire rubber business, benefiting from automotive industry growth, offers fluid delivery and suspension damping systems, expanding into new energy sectors - In the first half of 2025, China's automobile production and sales increased by 12.5% and 11.4% respectively, with new energy vehicle production and sales increasing by 41.4% and 40.3% respectively, and new energy vehicle sales accounting for 44.3% of new car sales[26] - The company's non-tire rubber business segment primarily deals in fluid delivery systems and suspension damping systems, widely used in passenger vehicles, commercial vehicles, construction machinery, energy storage, charging piles, and other fields[27] - The company has been deeply involved in the non-tire rubber products field for over two decades, developing into one of the important comprehensive suppliers domestically and internationally, with a leading market share in commercial vehicle damping rubber products and automotive suspension system products[31][32] (II) Landscape Business Despite national ecological initiatives, the capital-intensive landscape business faces intense competition and continuous losses, leading to a planned divestment - The landscape industry benefits from national ecological civilization construction strategies and carbon neutrality goals, but intense market competition and capital-intensive nature have led to continuous pressure on the company's landscape business[33] - The company's landscape segment has a broad business scope, covering municipal landscaping, ancient architecture, real estate landscaping, cultural tourism, greening maintenance, and other areas, building an integrated business model encompassing project planning, landscape design, engineering construction, seedling maintenance, technological research and development, and scenic area operation management[33] - Saishi Landscape, as a comprehensive landscape enterprise, holds an important market position and high brand influence in municipal landscaping, real estate landscaping, and cultural tourism integration[36] II. Analysis of Core Competencies Core competencies include non-tire rubber's technological innovation and landscape's comprehensive capabilities, despite the latter's planned divestment (I) Non-Tire Rubber Business Non-tire rubber's core strength lies in R&D, including university collaborations, advanced rubber formulations, system integration, and extensive patent portfolio - The company collaborates with universities such as South China University of Technology and the University of Waterloo, Canada, to develop cutting-edge technologies like new energy intelligent truck air suspension, intelligent cab suspension systems, and passenger vehicle intelligent electronically controlled air suspension systems[37][38] - The company possesses a reserve of over 200 advanced special rubber formulations at an industry-leading level and continuously researches and implements advanced production processes to enhance product performance and production efficiency[39][40] - As of the first half of 2025, the company has cumulatively applied for 423 patents, with 354 authorized patents, including 43 invention patents, and has led the formulation of 1 international standard[43] (II) Landscape Business Landscape business boasts comprehensive professional qualifications, integrated industry chain, skilled team, broad client base, and strong brand reputation - Saishi Landscape and its subsidiaries hold multiple professional qualifications, including Grade A for municipal public utility engineering general contracting and Grade A for ancient architecture engineering professional contracting[44] - Saishi Landscape's business scope covers various aspects such as seedling cultivation, landscape engineering construction, greening maintenance, and scenic area operation, possessing an integrated industry chain advantage[44] - Saishi Landscape has earned a good market reputation and widespread social recognition through exquisite construction craftsmanship and a high sense of responsibility, having received honors such as "Top 50 National Urban Landscape Greening Enterprises"[46] III. Main Business Analysis Revenue increased 1.41%, while operating costs decreased 5.54%. Financial expenses significantly dropped 59.68% due to reduced interest-bearing debt Major Financial Data Year-on-Year Changes | Indicator | Current Period (RMB) | Prior Period (RMB) | YoY Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 863,103,724.46 | 851,140,716.47 | 1.41% | No significant change | | Operating Cost | 774,893,094.33 | 820,376,878.35 | -5.54% | No significant change | | Selling Expenses | 18,743,751.62 | 24,907,808.89 | -24.75% | No significant change | | Administrative Expenses | 55,356,593.51 | 74,902,124.90 | -26.09% | No significant change | | Financial Expenses | 65,237,037.48 | 161,813,413.59 | -59.68% | Primarily due to reduced interest-bearing debt and lower interest expenses | | Income Tax Expenses | 297,298.38 | 764,134.49 | -61.09% | Primarily due to reduced deferred income tax expenses | | R&D Investment | 36,012,380.82 | 44,079,641.22 | -18.30% | No significant change | | Net Cash Flow from Operating Activities | 24,328,928.90 | 43,371,852.97 | -43.91% | Primarily due to reduced cash received from sales of goods | | Net Cash Flow from Investing Activities | 41,060,636.90 | 92,992,341.49 | -55.85% | Primarily due to reduced cash received from investment recovery | | Net Cash Flow from Financing Activities | -105,534,225.47 | -134,717,099.57 | 21.66% | No significant change | | Net Increase in Cash and Cash Equivalents | -39,966,268.48 | 2,010,380.50 | -2,088.00% | Primarily due to negative cash flow from financing activities | Products or Services Accounting for Over 10% of Revenue | Product or Service | Operating Revenue (RMB) | Operating Cost (RMB) | Gross Margin | YoY Change in Operating Revenue | YoY Change in Operating Cost | YoY Change in Gross Margin | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Auto Parts | 781,408,745.80 | 683,831,375.83 | 12.49% | 14.59% | 14.08% | 0.39% | - The company's profit composition or sources did not undergo significant changes during the reporting period[48] IV. Non-Core Business Analysis Non-core businesses negatively impacted total profit, with investment income of 7.58 million yuan and asset impairment losses of -18.90 million yuan Non-Core Business Analysis | Item | Amount (RMB) | Proportion of Total Profit | Explanation of Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | 7,584,541.48 | -7.64% | Interest on PPP project occupied funds, discount interest on accounts receivable financing, investment income from long-term equity investments accounted for by equity method | No | | Asset Impairment | -18,896,557.42 | 19.04% | Provision for bad debts on accounts receivable, other receivables, notes receivable, and impairment provisions for inventory and contract assets based on accounting estimates | No | | Non-Operating Income | 2,395,004.93 | -2.41% | Breach of contract compensation income, other gains | No | | Non-Operating Expenses | 1,269,868.22 | -1.28% | Asset disposal losses, other expenses | No | V. Analysis of Assets and Liabilities Total assets decreased 2.04% to 5.41 billion yuan. Accounts receivable and contract assets are significant, while short-term and long-term borrowings are major liabilities Significant Changes in Asset Composition | Item | Amount at Period End (RMB) | Proportion of Total Assets | Amount at Prior Year-End (RMB) | Proportion of Total Assets | Change in Proportion | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 40,408,801.47 | 0.75% | 74,780,076.43 | 1.35% | -0.60% | Primarily due to reduced cash from financing activities | | Accounts Receivable | 1,226,914,949.87 | 22.67% | 1,132,650,253.95 | 20.50% | 2.17% | No significant change | | Contract Assets | 2,002,744,216.24 | 37.01% | 2,126,414,096.14 | 38.50% | -1.49% | No significant change | | Short-Term Borrowings | 1,033,763,421.94 | 19.10% | 1,082,857,313.38 | 19.60% | -0.50% | No significant change | | Long-Term Borrowings | 741,400,082.28 | 13.70% | 744,418,415.28 | 13.48% | 0.22% | No significant change | Assets and Liabilities Measured at Fair Value | Item | Amount at Period End (RMB) | | :--- | :--- | | Trading Financial Assets | 4,153,213.05 | | Other Equity Instrument Investments | 22,479,825.51 | | Total Above | 26,633,038.56 | | Financial Liabilities | 0.00 | - The company's main asset measurement attributes did not undergo significant changes during the reporting period[56] VI. Analysis of Investment Status No significant equity or non-equity investments were made. Financial assets measured at fair value were 4.15 million yuan, mainly from debt restructuring Financial Assets Measured at Fair Value | Asset Category | Initial Investment Cost (RMB) | Fair Value Change Gain/Loss for Current Period (RMB) | Amount Purchased During Reporting Period (RMB) | Cumulative Investment Income (RMB) | Amount at Period End (RMB) | Source of Funds | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Stocks | 0.00 | 418,146.62 | 3,735,066.43 | 418,146.62 | 4,153,213.05 | Acquired through debt restructuring | - The company had no use of raised funds during the reporting period[60] - The company had no entrusted wealth management, derivative investments, or entrusted loans during the reporting period[61][62][63] VII. Significant Asset and Equity Sales The company did not sell any significant assets or equity during the reporting period - The company did not sell significant assets during the reporting period[64] - The company did not sell significant equity during the reporting period[65] VIII. Analysis of Major Holding and Participating Companies Shandong Meichen Industrial Group (non-tire rubber) reported 830 million yuan revenue and 14.90 million yuan net profit, while Hangzhou Saishi Landscape (landscape) reported 22.86 million yuan revenue and a significant loss of -140.46 million yuan Major Subsidiaries and Associates with Over 10% Impact on Net Profit | Company Name | Company Type | Main Business | Registered Capital (RMB 10,000) | Total Assets (RMB 10,000) | Net Assets (RMB 10,000) | Operating Revenue (RMB 10,000) | Operating Profit (RMB 10,000) | Net Profit (RMB 10,000) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shandong Meichen Industrial Group Co., Ltd. | Subsidiary | R&D, production, and sales of fluid delivery systems, suspension damping systems, etc. | 70000 | 214,335.69 | 78,164.48 | 83,019.76 | 1,045.04 | 1,490.25 | | Hangzhou Saishi Landscape Group Co., Ltd. | Subsidiary | Municipal landscaping, ancient architecture preservation, real estate landscaping, cultural tourism, greening maintenance, etc. | 132000 | 346,893.20 | -102,690.82 | 2,286.22 | 13,969.19 | -14,045.91 | - The company had no acquisitions or disposals of subsidiaries during the reporting period[67] IX. Structured Entities Controlled by the Company The company did not control any structured entities during the reporting period - The company had no controlled structured entities during the reporting period[67] X. Risks Faced by the Company and Countermeasures The company faces risks from raw material price fluctuations, market competition, labor shortages, and funding constraints, addressed by supplier diversification, R&D, smart manufacturing, and financing optimization - Major raw material price fluctuation risk: The company will actively explore raw material suppliers and implement strategic cooperation to mitigate the impact of price fluctuations[67] - Market risk: The company will continuously innovate and research new products and processes to ensure leading product technology and quality[67] - Funding turnover risk: The company has decided to divest its landscape business and plans to raise funds through various channels such as bank loans, bond issuance, and equity financing to optimize its financial structure[68] XI. Registration Form for Research, Communication, and Interview Activities During the Reporting Period The company participated in online investor events in May 2025 to discuss performance and the planned sale of its landscape business - On May 9, 2025, the company participated in the 2024 annual online performance briefing to discuss company operating performance and other related matters[69] - On May 15, 2025, the company participated in the 2025 Shandong listed company investor online collective reception day to discuss company operating conditions, the sale of Saishi Landscape, and other matters[69] XII. Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan The company approved a market value management system in December 2024 but has not yet disclosed a valuation enhancement plan - The company has formulated a market value management system, which was approved by the board of directors on December 6, 2024[70][71] - The company has not yet disclosed a valuation enhancement plan[70] XIII. Implementation of "Quality and Return Dual Improvement" Action Plan The company has not disclosed an action plan for "Quality and Return Dual Improvement" during the reporting period - The company has not disclosed an announcement regarding the "Quality and Return Dual Improvement" action plan[72] Part IV Corporate Governance, Environment, and Society I. Changes in Directors, Supervisors, and Senior Management Several directors, supervisors, and senior management members, including the Chairman and General Manager, resigned or were dismissed due to work adjustments or personal reasons - Sun Laihua resigned from his positions as director and chairman on February 17, 2025, due to work adjustments[73] - Li Jiying, Zhang Yifan, and Chen Yang resigned from their supervisor positions on May 13, 2025, due to work adjustments; Li Jiying also resigned as chairman of the supervisory board[73] - Wang Yonggang resigned as director and was dismissed from his position as general manager on May 19, 2025, due to personal reasons[73] II. Profit Distribution and Capital Reserve Conversion to Share Capital During the Reporting Period The company plans no cash dividends, bonus shares, or capital reserve transfers for the semi-annual period - The company plans not to distribute cash dividends, send bonus shares, or convert capital reserves into share capital for the semi-annual period[74] III. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures during the reporting period - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period[75] IV. Environmental Information Disclosure The company and its subsidiary, Shandong Meichen Industrial Group, are listed as legally required environmental information disclosers and have published reports - Shandong Meichen Industrial Group Co., Ltd. is included in the list of enterprises required to disclose environmental information by law[76] - Shandong Meichen Industrial Group Co., Ltd.'s environmental information disclosure report can be accessed through the designated website[76] V. Social Responsibility The company did not undertake poverty alleviation or rural revitalization efforts during the period but plans to do so when appropriate - During the reporting period, the company did not carry out work to consolidate and expand poverty alleviation achievements and rural revitalization[77] - The company will actively respond to national calls and carry out rural revitalization work at an appropriate time[77] Part V Significant Matters I. Fulfilled and Overdue Unfulfilled Commitments by Controlling Shareholder, Shareholders, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period All commitments by the controlling shareholder and former Saishi Landscape actual controller regarding competition and related party transactions were fulfilled on time - Weifang State-owned Assets Investment Holding Co., Ltd. committed to taking active measures to avoid constituting horizontal competition with the listed company's main business and to regulate related party transactions to ensure fairness and impartiality[79] - Guo Baofeng (the actual controller of Saishi Landscape before this transaction) committed to avoiding and regulating potential horizontal competition and reducing and regulating related party transactions with Meichen Technology and Saishi Landscape[79][80][81] - All commitments were fulfilled on time, with no overdue unfulfilled items[82] II. Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties No non-operating funds were occupied by the controlling shareholder or other related parties during the reporting period - During the reporting period, there were no instances of non-operating funds being occupied by the controlling shareholder or other related parties of the listed company[83] III. Irregular External Guarantees The company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period[84] IV. Appointment and Dismissal of Accounting Firms The semi-annual report was unaudited, so no appointment or dismissal of accounting firms occurred - The company's semi-annual report was unaudited[85] V. Board of Directors, Supervisory Board, and Audit Committee's Explanation of "Non-Standard Audit Report" for the Current Period The company did not receive a non-standard audit report for the current period - The company had no non-standard audit report for the current period[86] VI. Board of Directors' Explanation of "Non-Standard Audit Report" for the Previous Year The 2024 audit report contained a qualified opinion due to an ongoing CSRC investigation into alleged information disclosure violations, which the board deems objective - The company's 2024 annual audit report contained a qualified opinion, primarily because the company was under investigation by the China Securities Regulatory Commission (CSRC) for alleged information disclosure violations, and the auditing firm could not determine the extent of its impact on the financial statements[86] - The board of directors believes the qualified opinion audit report is objective and factual, and the company will actively cooperate with the investigation and timely fulfill its information disclosure obligations[87] - As of the disclosure date of this report, the company has not received a final conclusive opinion or decision from the CSRC regarding the investigation[87] VII. Bankruptcy Reorganization Matters The company had no bankruptcy reorganization matters during the reporting period - The company had no bankruptcy reorganization matters during the reporting period[88] VIII. Litigation Matters The company is involved in significant lawsuits, primarily financial and construction contract disputes related to Saishi Landscape, with some cases ongoing or under enforcement Significant Litigation and Arbitration Matters | Litigation (Arbitration) Basic Information | Amount Involved (RMB 10,000) | Provision for Estimated Liabilities | Litigation (Arbitration) Progress | Litigation (Arbitration) Outcome and Impact | Litigation (Arbitration) Judgment Enforcement Status | | :--- | :--- | :--- | :--- | :--- | :--- | | Jiangsu Bank Co., Ltd. Hangzhou Branch v. Saishi Landscape Financial Loan Contract Dispute | 3,036.63 | No | As of the report date, Saishi Landscape has not fulfilled the mediation agreement, and Jiangsu Bank Co., Ltd. Hangzhou Branch has applied for compulsory enforcement | Jiangsu Bank Co., Ltd. Hangzhou Branch has applied for compulsory enforcement | Not yet fully enforced | | Shanxi Second Construction Group Co., Ltd. v. Saishi Landscape Construction Project Contract Dispute (two cases) | 4,383.63 | No | Among them, (2025) Jin 0426 Min Chu 150 court ruled to dismiss the plaintiff's claim; (2025) Jin 0426 Min Chu 149 is still under trial | As the relevant lawsuits have not yet been judged, the specific impact of these litigation matters on the company's current or subsequent period profits is currently uncertain | Not applicable | | Zhejiang Quzhou Transportation Construction Group Co., Ltd. v. Quzhou Saishi Rural Development Co., Ltd., Hangzhou Landscape Engineering Co., Ltd. regarding Construction Project Contract Dispute | 10,870.37 | No | A mediation has been reached, with the defendants agreeing to pay the plaintiff Quzhou Jiaojian engineering fees of 5,225.02 million RMB (including service fees) by December 31, 2025 | Not applicable | Not applicable | - The company has other pending lawsuits that have not yet reached the disclosure threshold, with an amount involved of 872,600 yuan[90] IX. Penalties and Rectification The company was investigated by the CSRC on March 31, 2025, for alleged information disclosure violations, with no final conclusion yet Penalties and Rectification | Name/Entity | Type | Reason | Investigation/Penalty Type | Conclusion (if any) | Disclosure Date | Disclosure Index | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Meichen Technology | Other | Suspected information disclosure violations | Investigation or administrative penalty by China Securities Regulatory Commission | As of the report date, no final investigation conclusion has been received from the China Securities Regulatory Commission | March 31, 2025 | Juchao Information Network (www.cninfo.com.cn) "Announcement on the Company Receiving the Case Filing Notice from the China Securities Regulatory Commission" (Announcement No: 2025-014) | X. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller While some subsidiaries have overdue debts due to declining landscape performance, the controlling shareholder and actual controller have no unfulfilled court judgments or large overdue debts - The company's landscape segment performance continued to decline, leading to some overdue debts for certain subsidiaries[92] - The company's controlling shareholder and actual controller have no unfulfilled court judgments or large overdue debts that are due and unpaid[92] XI. Significant Related Party Transactions No daily operational, asset/equity acquisition/disposal, or joint investment related party transactions occurred. Non-operating related party debt, primarily borrowings from the controlling shareholder, helped liquidity - The company had no related party transactions related to daily operations, asset or equity acquisitions/disposals, or joint external investments during the reporting period[93][94][95] Payables to Related Parties | Related Party | Related Relationship | Reason for Formation | Beginning Balance (RMB 10,000) | Amount Added This Period (RMB 10,000) | Amount Repaid This Period (RMB 10,000) | Interest Rate | Interest This Period (RMB 10,000) | Ending Balance (RMB 10,000) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Weifang State-owned Assets Investment Holding Co., Ltd. | Company's controlling shareholder | Borrowing based on company's capital needs | 8,433.28 | 0 | 0 | 6.50% | 274.08 | 8,433.28 | | Weifang State-owned Assets Investment Holding Co., Ltd. | Company's controlling shareholder | Borrowing based on company's capital needs | 4,100 | 0 | 1,300 | 6.00% | 98.08 | 2,800 | | Weifang State-owned Assets Investment Holding Co., Ltd. | Company's controlling shareholder | Borrowing based on company's capital needs | 0 | 3,000 | 0 | 7.50% | 56.88 | 3,000 | | Weifang State-owned Assets Investment Holding Co., Ltd. | Company's controlling shareholder | Borrowing based on company's capital needs | 0 | 500 | 0 | 6.90% | 0.29 | 500 | - Related party debt helps alleviate the company's liquidity pressure and will not have a significant adverse impact on the company's operating results and financial condition[96] XII. Significant Contracts and Their Performance No entrustment, contracting, or leasing matters. The company has significant guarantees for subsidiaries and external parties, totaling 14681.25% of net assets, with 1.14 billion yuan for entities with over 70% debt-to-asset ratio - The company had no entrustment, contracting, or leasing situations during the reporting period[101][102][103] External Guarantees by the Company and its Subsidiaries (Excluding Guarantees to Subsidiaries) | Guarantor Name | Guarantee Limit (RMB 10,000) | Actual Guarantee Amount (RMB 10,000) | Guarantee Type | Guarantee Period (Years) | Fulfilled | Related Party Guarantee | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Faya Ecological Environment Group Co., Ltd. | 3,000 | 1,100 | Joint and several liability guarantee | 3 | Yes | No | | Faya Ecological Environment Group Co., Ltd. | 3,000 | 1,100 | Joint and several liability guarantee | 3 | Yes | No | | Hangzhou Landscape Engineering Co., Ltd. | 150 | 150 | Joint and several liability guarantee | 1 | No | No | | Hangzhou Landscape Engineering Co., Ltd. | 2,500 | 2,500 | Joint and several liability guarantee | 3 | No | No | | Hangzhou Landscape Engineering Co., Ltd. | 250 | 250 | Joint and several liability guarantee | 1 | No | No | | Total Approved External Guarantee Limit at Period End (A3) | 5,100 | | | | | | | Total Actual External Guarantee Balance at Period End (A4) | 1,080 | | | | | | Guarantees to Subsidiaries by the Company | Guarantor Name | Guarantee Limit (RMB 10,000) | Actual Guarantee Amount (RMB 10,000) | Guarantee Type | Guarantee Period (Years) | Fulfilled | Related Party Guarantee | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Wusu Saishi Xingrong Landscape Construction Co., Ltd. | 55,000 | 30,000 | Joint and several liability guarantee | 3 | No | Yes | | Luzhai Saishi Ecological Landscape Construction Co., Ltd. | 18,000 | 17,830 | Joint and several liability guarantee | 2 | No | Yes | | Quzhou Saishi Rural Development Co., Ltd. | 45,000 | 25,900 | Joint and several liability guarantee | 2 | No | Yes | | Licheng Saishi Meijing Construction Co., Ltd. | 28,000 | 27,765 | Joint and several liability guarantee | 2 | No | Yes | | Hangzhou Saishi Landscape Group Co., Ltd. | 21,000 | 3,000 | Joint and several liability guarantee | 2 | No | Yes | | Jiangxi Shuangshi Hot Spring Hotel Co., Ltd. | 17,000 | 17,000 | Joint and several liability guarantee | 3 | No | Yes | | Hangzhou Saishi Landscape Group Co., Ltd. | 123,000 | 3,150 | Joint and several liability guarantee | 3 | No | Yes | | Hainan Meichen Ecological Development Co., Ltd. | 1,500 | 1,500 | Joint and several liability guarantee | 3 | Yes | Yes | | Hangzhou Saishi Landscape Group Co., Ltd. | 10,000 | 10,000 | Joint and several liability guarantee | 3 | No | Yes | | Hangzhou Saitao E-commerce Co., Ltd. | 10,000 | 10,000 | Mortgage | 3 | No | Yes | | Meichen Meinenjie Automotive Shock Absorber System Technology Co., Ltd. | 2,000 | 1,000 | Mortgage | 3 | Yes | Yes | | Meichen Meinenjie Automotive Shock Absorber System Technology Co., Ltd. | 10,000 | 740 | Joint and several liability guarantee | 3 | No | No | | Meichen Meinenjie Automotive Shock Absorber System Technology Co., Ltd. | 10,000 | 740 | Mortgage | 3 | No | No | | Shandong Meichen Industrial Group Co., Ltd. | 140,000 | 10,000 | Joint and several liability guarantee | 8 | No | Yes | | Hangzhou Saishi Landscape Group Co., Ltd. | 21,000 | 1,100 | Joint and several liability guarantee | 1 | No | Yes | | Meichen Meinenjie Automotive Shock Absorber System Technology Co., Ltd. | 10,000 | 990 | Mortgage | 5 | No | Yes | | Shandong Meichen Industrial Group Co., Ltd. | 60,000 | 980 | Mortgage | 5 | No | Yes | | Shandong Meichen Industrial Group Co., Ltd. | 60,000 | 500 | Mortgage | 5 | No | Yes | | Shandong Meichen Industrial Group Co., Ltd. | 60,000 | 9,800 | Joint and several liability guarantee | 3 | No | Yes | | Total Approved Guarantee Limit to Subsidiaries at Period End (B3) | 391,510 | | | | | | | Total Actual Guarantee Balance to Subsidiaries at Period End (B4) | 112,682.03 | | | | | | - The proportion of total actual guarantees to the company's net assets is 14681.25%[108] - The balance of debt guarantees provided directly or indirectly for guaranteed entities with a debt-to-asset ratio exceeding 70% is 1.13994 billion yuan[108] - The company reported no significant risks in its major operating contracts and other significant contracts during the reporting period[110][111] XIII. Explanation of Other Significant Matters The company plans to sell 100% of Saishi Landscape equity and is under CSRC investigation for information disclosure violations, urging investors to note risks - The company plans to sell 100% equity of Saishi Landscape, and related work is progressing in an orderly manner[112] - The company is under investigation by the China Securities Regulatory Commission (CSRC) for alleged information disclosure violations, and as of the report disclosure date, no final conclusive opinion or decision has been received[112] - The company advises investors to be aware of investment risks and invest rationally[112] XIV. Significant Matters of Company Subsidiaries No significant matters concerning company subsidiaries were reported during the period - The company had no significant matters concerning subsidiaries during the reporting period[113] Part VI Share Changes and Shareholder Information I. Share Change Information Total shares remained at 1.44 billion, with no changes in restricted or unrestricted shares, and no impact on per-share financial metrics Share Change Information | Item | Number Before Change (Shares) | Number After Change (Shares) | Proportion After Change | | :--- | :--- | :--- | :--- | | I. Restricted Shares | 13,500 | 13,500 | 0.00% | | Of which: Shares held by domestic natural persons | 13,500 | 13,500 | 0.00% | | II. Unrestricted Shares | 1,441,901,430 | 1,441,901,430 | 100.00% | | Of which: RMB ordinary shares | 1,441,901,430 | 1,441,901,430 | 100.00% | | III. Total Shares | 1,441,914,930.00 | 1,441,914,930.00 | 100.00% | - The reasons for share changes, approval status, transfer status, share repurchases, and implementation progress of repurchased share reductions are all not applicable for the reporting period[116] - Share changes had no impact on basic and diluted earnings per share, net assets per common share, and other financial indicators for the most recent year and period[117] II. Securities Issuance and Listing 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 period[117] III. Number of Shareholders and Shareholding Information As of the reporting period end, there were 57,950 common shareholders. Weifang State-owned Assets Investment Holding Co., Ltd. is the largest shareholder (21.62%), with some shares pledged - The total number of common shareholders at the end of the reporting period was 57,950[118] Shareholding of Shareholders Holding Over 5% or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Ratio | Number of Shares Held at Period End (Shares) | Number of Unrestricted Shares Held (Shares) | Share Status | Number (Shares) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Weifang State-owned Assets Investment Holding Co., Ltd. | State-owned Legal Person | 21.62% | 311,802,306.00 | 311,802,306.00 | Pledged | 122,186,345.00 | | Zhucheng Economic Development Zone Investment Development Co., Ltd. | State-owned Legal Person | 5.44% | 78,431,373.00 | 78,431,373.00 | Pledged | 78,431,373.00 | | Meng Diliang | Domestic Natural Person | 1.92% | 27,743,016.00 | 27,743,016.00 | Not applicable | 0.00 | | Goldman Sachs & Co. LLC | Overseas Legal Person | 0.82% | 11,763,819.00 | 11,763,819.00 | Not applicable | 0.00 | | UBS AG | Overseas Legal Person | 0.44% | 6,372,755.00 | 6,372,755.00 | Not applicable | 0.00 | | Ma Cheng | Domestic Natural Person | 0.38% | 5,500,000.00 | 5,500,000.00 | Not applicable | 0.00 | | BARCLAYS BANK PLC | Overseas Legal Person | 0.36% | 5,126,099.00 | 5,126,099.00 | Not applicable | 0.00 | | Lu Jingen | Domestic Natural Person | 0.35% | 5,011,700.00 | 5,011,700.00 | Not applicable | 0.00 | | Lu Xuenan | Domestic Natural Person | 0.35% | 5,001,900.00 | 5,001,900.00 | Not applicable | 0.00 | | MORGAN STANLEY & CO. INTERNATIONAL PLC. | Overseas Natural Person | 0.31% | 4,405,138.00 | 4,405,138.00 | Not applicable | 0.00 | - There is no related party relationship or concerted action relationship between Weifang State-owned Assets Investment Holding Co., Ltd. and Zhucheng Economic Development Zone Investment Development Co., Ltd[119] IV. Shareholding Changes of Directors, Supervisors, and Senior Management No changes in shareholdings of directors, supervisors, and senior management occurred during the reporting period - The shareholding of the company's directors, supervisors, and senior management did not change during the reporting period[121] V. Changes in Controlling Shareholder or Actual Controller No changes in the controlling shareholder or actual controller occurred during the reporting period - The company's controlling shareholder did not change during the reporting period[122] - The company's actual controller did not change during the reporting period[122] VI. Preferred Share Information The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period[123] Part VII Bond Information I. Enterprise Bonds The company had no enterprise bonds during the reporting period - The company had no enterprise bonds during the reporting period[125] II. Corporate Bonds The company's "22 Meichen 01" bond has a balance of 943 million yuan at 3.1% interest, with previous interest rate adjustments and investor put options exercised Corporate Bond Basic Information | Bond Name | Bond Abbreviation | Bond Code | Issue Date | Interest Commencement Date | Maturity Date | Bond Balance (RMB 10,000) | Interest Rate | Trading Venue | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shandong Meichen Ecological Environment Co., Ltd. 2022 Non-Public Issuance Corporate Bonds (Phase 1) | 22 Meichen 01 | 133335 | October 18, 2022 | October 19, 2022 | October 18, 2025 | 94,300 | 3.1% | Shenzhen Stock Exchange | - In 2023, the company decided to maintain the coupon rate of "22 Meichen 01" bonds at 6.3% for the 2nd-3rd interest-bearing years, and investors exercised their put option, with 120,000 bonds declared for put and subsequently resold[129][130] - In 2024, the company decided to reduce the coupon rate of "22 Meichen 01" bonds by 320 basis points to 3.1% for the final year, and investors exercised their put option, with 1.49 million bonds declared for put and subsequently resold[131][132] - "22 Meichen 01" is fully and unconditionally guaranteed by the City Investment Group with joint and several liability, and the repayment plan and guarantee measures are consistent with the commitments in the prospectus[133] III. 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 period[134] IV. Convertible Corporate Bonds The company had no convertible corporate bonds during the reporting period - The company had no convertible corporate bonds during the reporting period[135] V. Consolidated Loss Exceeding 10% of Net Assets at Year-End Net profit attributable to parent company shareholders was a loss of 91.68 million yuan, representing -40.04% of year-end net assets, due to impairment losses and high financial expenses Consolidated Loss Situation | Project Name | Loss Situation | Reason for Loss | | :--- | :--- | :--- | | Net profit attributable to parent company shareholders | Net profit attributable to parent company shareholders was -91.6807 million yuan during the reporting period, accounting for -40.04% of net assets at the end of the previous year | During the reporting period, some customers failed to pay engineering fees in full as agreed, leading the company to accrue impairment losses based on accounting prudence; simultaneously, due to existing financing, the financing scale remained high, resulting in high financial expenses | - The company and its board of directors will actively take measures to ensure the company's normal operations[136] VI. Key Accounting Data and Financial Indicators for the Past Two Years as of the End of the Reporting Period Liquidity ratios and debt-to-asset ratio saw minor changes. Net profit after non-recurring items improved, but interest coverage ratio remained negative Key Accounting Data and Financial Indicators for the Past Two Years | Project | End of Current Period | End of Prior Year | Change from Prior Year-End | | :--- | :--- | :--- | :--- | | Current Ratio | 0.94 | 0.96 | -2.08% | | Asset-Liability Ratio | 97.61% | 95.85% | 1.76% | | Quick Ratio | 0.41 | 0.40 | 2.50% | | Project | Current Period | Prior Period | Change from Prior Period | | :--- | :--- | :--- | :--- | | Net Profit After Non-Recurring Items (RMB 10,000) | -10,913.78 | -20,943.71 | 47.89% | | EBITDA to Total Debt Ratio | 0.45% | 0.16% | 0.29% | | Interest Coverage Ratio | -0.45 | -0.41 | -10.20% | | Cash Interest Coverage Ratio | 1.36 | 1.75 | -22.29% | | EBITDA Interest Coverage Ratio | 0.19 | 0.05 | 280.00% | | Loan Repayment Rate | 93.81% | 97.76% | -3.95% | | Interest Payment Rate | 95.96% | 97.81% | -1.85% | Part VIII Financial Report I. Audit Report The company's 2025 semi-annual financial report was unaudited - The company's semi-annual financial report was unaudited[139] II. Financial Statements This section presents the consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in equity for H1 2025 - The consolidated balance sheet shows total assets of 5.411 billion yuan, total liabilities of 5.282 billion yuan, and equity attributable to parent company owners of 10.37 million yuan at period end[143] - The consolidated income statement shows total operating revenue of 863.10 million yuan, net profit of -99.55 million yuan, and net profit attributable to parent company shareholders of -91.68 million yuan for the current period[150] - The consolidated cash flow statement shows net cash flow from operating activities of 24.33 million yuan and a net increase in cash and cash equivalents of -39.97 million yuan[156] III. Company Basic Information Shandong Meichen Technology Co., Ltd., established in 2004 and listed in 2011, has 1.44 billion shares, headquartered in Zhucheng, focusing on non-tire rubber and landscape engineering - The company was established on November 8, 2004, and listed on the ChiNext board of the Shenzhen Stock Exchange on June 29, 2011[172] - As of June 30, 2025, the company's total share capital was 1,441,914,930.00 shares[172] - The company primarily engages in the manufacturing of non-tire rubber products and landscape engineering construction services[173] IV. Basis of Financial Statement Preparation Financial statements are prepared on a going concern basis, adhering to accounting standards and CSRC regulations, using accrual accounting and historical cost - The company's financial statements are prepared on a going concern basis, in accordance with enterprise accounting standards and relevant regulations[174] - The company's accounting is based on the accrual method, and except for certain financial instruments, historical cost is used as the measurement basis[174] - The company has the ability to continue as a going concern for at least 12 months from the end of this reporting period, with no significant matters affecting its going concern ability[175] V. Significant Accounting Policies and Accounting Estimates This section details the company's accounting policies for periods, business cycles, currency, mergers, financial instruments, receivables, inventory, fixed assets, revenue, government grants, and deferred taxes - The company adheres to enterprise accounting standards, uses the calendar year as its accounting period, a 12-month business cycle, and RMB as its functional currency[177][178][179][180] - The company has detailed accounting methods for business combinations under common control and non-common control, as well as for the preparation of consolidated financial statements, determining the scope of consolidation based on control[182][183][187] - The company classifies financial assets into three categories: measured at amortized cost, measured at fair value through other comprehensive income, and measured at fair value through profit or loss, and accrues impairment provisions based on expected credit losses[198][205] - The change in accounting estimate for this period involves the provision ratio for automotive parts quality warranty fees, changing from being accrued by customer vehicle model category to by sales product category, with an impact of 4,871,880.45 yuan[270] VI. Taxation This section outlines the company's main taxes and rates, including VAT, urban maintenance and construction tax, corporate income tax, and education surcharges, along with various tax incentives Main Tax Types and Rates | Tax Type | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax | Sales of goods and taxable services calculated according to tax laws, after deducting deductible input tax, the difference is VAT payable | 13%, 9%, 6%, 5%, 3% | | Urban Maintenance and Construction Tax | Amount of turnover tax payable | 7%, 5% | | Corporate Income Tax | Taxable income | 25%, 20%, 15% | | Education Surcharge | Amount of turnover tax payable | 3% | - Subsidiary Shandong Meichen Industrial Group Co., Ltd. enjoys a 15% corporate income tax preferential rate[273] - Multiple subsidiaries are exempt from VAT on sales of self-produced agricultural products and exempt from corporate income tax on income from agricultural and forestry projects[273] - The company enjoys a tax super-deduction policy for R&D expenses, with R&D expenses not forming intangible assets eligible for a 100% super-deduction, and those forming intangible assets amortized at 200% of cost[275] VII. Notes to Consolidated Financial Statement Items Detailed notes on consolidated financial items, including 40.41 million yuan in cash, 4.15 million yuan in trading financial assets, 1.23 billion yuan in accounts receivable, and 2.00 billion yuan in contract assets Monetary Funds | Item | Amount at Period End (RMB) | Amount at Period Beginning (RMB) | | :--- | :--- | :--- | | Cash on Hand | 111,615.93 | 64,892.85 | | Bank Deposits | 19,709,299.89 | 59,594,320.41 | | Other Monetary Funds | 20,587,885.65 | 15,120,863.17 | | Total | 40,408,801.47 | 74,780,076.43 | Top Five Accounts Receivable and Contract Assets at Period End | Customer Name | Accounts Receivable at Period End (RMB) | Contract Assets at Period End (RMB) | Total Accounts Receivable and Contract Assets at Period End (RMB) | Proportion of Total Accounts Receivable and Contract Assets at Period End | | :--- | :--- | :--- | :--- | :--- | | Customer 1 | 0 | 429,972,905.61 | 429,972,905.61 | 10.31% | | Customer 2 | 0 | 284,478,497.04 | 284,478,497.04 | 6.82% | | Customer 3 | 265,842,326.83 | 0 | 265,842,326.83 | 6.38% | | Customer 4 | 223,210,020.74 | 0 | 223,210,020.74 | 5.35% | | Customer 5 | 106,850,666.62 | 98,919,841.61 | 205,770,508.23 | 4.94% | Assets with Restricted Ownership or Use | Item | Book Balance at Period End (RMB) | Book Value at Period End (RMB) | Type of Restriction | | :--- | :--- | :--- | :--- | | Monetary Funds | 20,555,984.54 | 20,555,984.54 | Margin deposits, pledged time deposits, investment funds deposited, frozen bank deposits | | Notes Receivable | 55,192,346.41 | 54,801,862.44 | Pledged notes, discounted or endorsed notes not derecognized | | Fixed Assets | 405,105,570.19 | 405,105,570.19 | Mortgaged for loans | | Intangible Assets | 82,142,099.25 | 82,142,099.25 | Pledged for loans | | Investment Properties | 104,752,787.54 | 104,752,787.54 | Mortgaged for loans | | Accounts Receivable | 253,659,398.28 | 244,697,161.06 | Pledged for loans, accounts receivable with platform collection rights obtained but not derecognized | | Contract Assets | 1,092,382,094.66 | 957,693,611.78 | Pledged for loans | | Total | 2,013,790,280.87 | 1,869,749,076.80 | | - Short-term borrowings at period end totaled 1,033,763,421.94 yuan, of which the total amount of overdue and unpaid short-term borrowings was 23,046,400.00 yuan[451] - Retained earnings at period end were -3,047,649,391.47 yuan[509] VIII. R&D Expenses Total R&D expenses were 36.01 million yuan, all expensed, primarily comprising labor, materials, depreciation, and other costs R&D Expenses | Item | Amount for Current Period (RMB) | Amount for Prior Period (RMB) | | :--- | :--- | :--- | | Labor Costs | 18,205,663.18 | 23,212,122.84 | | Material Costs | 15,256,968.04 | 17,653,751.25 | | Depreciation and Amortization | 2,075,876.44 | 2,216,252.48 | | Other Expenses | 473,873.16 | 997,514.65 | | Total | 36,012,380.82 | 44,079,641.22 | |