西子洁能(002534) - 2025 Q2 - 季度财报

Section I Important Notice, Table of Contents, and Definitions Important Notice The company's board, supervisory board, and senior management guarantee the accuracy and completeness of the semi-annual report, while also highlighting risks and the dividend policy - The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content, and bear legal responsibility[4] - The company faces risk factors such as raw material price and interest/exchange rate fluctuations, accounts receivable credit losses, intensified market competition leading to order declines, underperforming investment projects, and technological iteration and upgrades[4] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[5] Table of Contents This section lists the report's nine main chapters, including important notices, company profile, management discussion and analysis, corporate governance, significant matters, share changes, bond information, financial reports, and other submitted data, specifying the starting page for each chapter Definitions This section defines common terms used in the report, including company names, key related parties, laws, regulations, and specific timeframes for the reporting period and the prior year, ensuring clear understanding of the report's content - The reporting period refers to January 1, 2025, to June 30, 2025[11] - The prior year's corresponding period refers to January 1, 2024, to June 30, 2024[11] Section II Company Profile and Key Financial Indicators I. Company Profile The company, known as "Xizi Clean Energy", stock code 002534, is listed on the Shenzhen Stock Exchange, with Wang Kefei as its legal representative - The company's stock abbreviation is "Xizi Clean Energy", stock code 002534, listed on the Shenzhen Stock Exchange[13] - The company's legal representative is Wang Kefei[13] II. Contact Persons and Information This section provides contact details for the company's Board Secretary, Bao Jin, and Securities Affairs Representative, Pan Jiaxi, including address, phone, fax, and email, for investor communication - The Board Secretary is Bao Jin, and the Securities Affairs Representative is Pan Jiaxi, both with the contact address at 1216 Danonggang Road, Shangcheng District, Hangzhou City, Zhejiang Province[14] III. Other Information The company's registered address, office address, website, and email remained unchanged during the reporting period, with semi-annual reports disclosed on CNINFO and in major securities newspapers - The company's registered address, office address and its postal code, company website, and email remained unchanged during the reporting period[15] - The company's semi-annual report is disclosed on the Shenzhen Stock Exchange website at http://www.cninfo.com.cn, and in media outlets including "Securities Times", "Shanghai Securities News", and "Securities Daily"[16] IV. Key Accounting Data and Financial Indicators The company's 2025 semi-annual operating revenue decreased by 6.49% year-on-year, and net profit attributable to shareholders significantly dropped by 56.81%, while net profit excluding non-recurring items increased by 37.58% 2025 Semi-Annual Key Accounting Data and Financial Indicators (Year-on-Year) | Indicator | Current Reporting Period (yuan) | Prior Year's Corresponding Period (Adjusted) (yuan) | Change from Prior Year's Corresponding Period | | :--- | :--- | :--- | :--- | | Operating Revenue | 2,793,983,862.12 | 2,987,957,543.99 | -6.49% | | Net Profit Attributable to Shareholders of the Listed Company | 147,777,562.83 | 342,183,857.95 | -56.81% | | Net Profit Attributable to Shareholders of the Listed Company Excluding Non-Recurring Gains and Losses | 128,740,409.25 | 93,574,856.91 | 37.58% | | Net Cash Flow from Operating Activities | 176,522,025.01 | 22,051,787.36 | 700.49% | | Basic Earnings Per Share (yuan/share) | 0.20 | 0.46 | -56.52% | | Diluted Earnings Per Share (yuan/share) | 0.20 | 0.46 | -56.52% | | Weighted Average Return on Net Assets | 3.47% | 8.47% | -5.00% | | Total Assets (Period-End) | 14,718,791,001.62 | 15,013,267,688.83 | -1.96% | | Net Assets Attributable to Shareholders of the Listed Company (Period-End) | 4,184,133,245.35 | 4,219,564,999.83 | -0.84% | - The company implemented the "Interpretation of Accounting Standards for Business Enterprises No. 18" issued by the Ministry of Finance starting from January 1, 2024, reclassifying accrued warranty expenses as "cost of sales" instead of "selling expenses", and retrospectively adjusted the financial statements for the first half of 2024[19] V. Differences in Accounting Data under Domestic and Overseas Accounting Standards During the reporting period, the company reported no differences in net profit and net assets between financial statements prepared under international or overseas accounting standards and Chinese accounting standards - During the reporting period, the company had no differences in net profit and net assets between financial reports disclosed under international accounting standards and those under Chinese accounting standards[21] - During the reporting period, the company had no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and those under Chinese accounting standards[22] VI. Non-Recurring Gains and Losses and Amounts The company's 2025 semi-annual non-recurring gains and losses totaled 19.04 million yuan, primarily from government subsidies, reversal of impairment provisions for individually assessed receivables, and other non-operating income and expenses 2025 Semi-Annual Non-Recurring Gains and Losses and Amounts | Item | Amount (yuan) | | :--- | :--- | | Gains or losses from disposal of non-current assets | -4,005,407.53 | | Government grants recognized in current profit or loss | 18,059,300.97 | | Reversal of impairment provisions for accounts receivable subject to individual impairment testing | 6,672,418.08 | | Other non-operating income and expenses apart from the above | 6,898,880.60 | | Less: Income tax impact | 3,455,502.15 | | Impact on minority interests (after tax) | 5,132,536.39 | | Total | 19,037,153.58 | - The company does not classify non-recurring gains and losses items listed in "Interpretive Announcement No. 1 on Information Disclosure by Companies Issuing Securities to the Public—Non-Recurring Gains and Losses" as recurring gains and losses[26] Section III Management Discussion and Analysis I. Main Business Activities During the Reporting Period The company primarily engages in energy equipment manufacturing, focusing on waste heat utilization, ultra-low emissions, molten salt energy storage, and multi-energy storage technologies, offering energy-saving and environmental protection equipment and integrated energy solutions - The company belongs to the energy equipment manufacturing industry, primarily focusing on providing related equipment and services for energy manufacturing and utilization, offering energy-saving and environmental protection equipment and integrated energy utilization solutions to customers through waste heat utilization, ultra-low emissions, molten salt energy storage, and multi-energy storage technologies[28] - During the reporting period, the company's main business and operating model did not undergo significant changes[28] (I) Industry Development Status Traditional boiler industry demand for waste heat boilers is expanding, driven by national energy-saving and carbon reduction policies, while the clean energy sector sees rapid growth in renewable energy, with broad prospects for molten salt energy storage, user-side energy storage, and flexible coal-fired power plant retrofits, as the nuclear power industry accelerates its development - National policies such as the "Action Plan for Green, Low-Carbon, and High-Quality Development of Boilers" and the "Action Plan to Promote Large-Scale Equipment Renewal and Consumer Goods Trade-in" are driving energy saving and carbon reduction in the boiler industry, expanding demand for waste heat boilers[30][32] - In the first half of 2025, national new renewable energy installed capacity reached 268 million kW, a year-on-year increase of 99.3%, accounting for approximately 91.5% of total new installed capacity[33] - As of the end of June 2025, China's total number of operational, under-construction, and approved-for-construction nuclear power units reached 112, ranking first globally, indicating a significant acceleration in China's nuclear power development[46] (II) Company's Main Business and Products The company focuses on energy saving and emission reduction, with core businesses including waste heat boilers, clean energy equipment, and energy storage devices, providing integrated energy utilization solutions and engineering services, achieving 2.78 billion yuan in new orders and 6.12 billion yuan in outstanding orders during the reporting period - The company primarily engages in the consulting, R&D, manufacturing, sales, installation, and EPC general contracting of products such as waste heat boilers and clean environmental protection power generation equipment, providing customers with energy-saving and environmental protection equipment and integrated energy utilization solutions[51] 2025 Semi-Annual New Orders | Product Category | New Orders (billion yuan) | | :--- | :--- | | Waste Heat Boilers | 0.703 | | Clean Environmental Energy Equipment | 0.281 | | Solutions | 1.477 | | Spare Parts and Services | 0.323 | | Total | 2.784 | - As of June 30, 2025, the company had 6.119 billion yuan in outstanding orders[53] (III) Main Business Model The company primarily adopts a "product direct sales + EPC general contracting" business model, with main business sales revenue accounting for over 90% of total operating revenue, and implements a procurement strategy of "production-driven procurement, strengthened forecasting, strategic price locking, and appropriate stocking" while engaging in hot-rolled coil futures hedging to manage raw material price fluctuations - The company primarily operates under a "product direct sales + EPC general contracting" business model, with main business sales revenue accounting for over 90% of the company's operating revenue[55] - The company's procurement strategy is "production-driven procurement, strengthened forecasting, strategic price locking, and appropriate stocking", and it conducts hot-rolled coil futures hedging to manage steel price fluctuations[58] II. Analysis of Core Competencies The company's core strengths include its leading position in the waste heat boiler industry, robust R&D capabilities in molten salt energy storage, advanced intelligent manufacturing, strong brand reputation, extensive international collaborations, and a differentiated business model - The company is currently the largest and most comprehensive research, development, design, and manufacturing base for waste heat boilers in China, and participates in the formulation of multiple national and industry standards[59] - The company possesses qualifications such as a National Certified Enterprise Technology Center and Zhejiang Provincial Key Enterprise Research Institute for Smart Energy and Storage, with its independently developed "High-Power Molten Salt Absorber and Molten Salt Steam Generation System for Concentrated Solar Power and Thermal Storage Systems" recognized as a major first-of-its-kind technical equipment in the national energy sector[60] - The company vigorously promotes intelligent manufacturing transformation by building digital intelligent manufacturing workshops to achieve full production process digitalization[62] - The company's products have been exported to over 100 countries and regions, engaging in technical exchanges and cooperation with internationally renowned companies[66] - The company adheres to a "traditional energy + new energy" dual-driven development strategy, possessing leading technical advantages and engineering demonstration advantages in molten salt energy storage technology[67] III. Analysis of Main Business Operations During the reporting period, the company's operating revenue decreased by 6.49%, while operating costs decreased by 7.83%, with significant changes in tax and financial expenses, and a substantial improvement in net cash flow from operating activities Key Financial Data Year-on-Year Changes | Indicator | Current Reporting Period (yuan) | Prior Year's Corresponding Period (yuan) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 2,793,983,862.12 | 2,987,957,543.99 | -6.49% | | | Operating Cost | 2,219,910,553.76 | 2,408,616,351.08 | -7.83% | | | Taxes and Surcharges | 25,521,645.23 | 12,937,252.55 | 97.27% | Xizi Smart Industrial Technology Manufacturing Base no longer enjoys property tax benefits, and property tax increased due to new energy fixed asset capitalization | | Financial Expenses | 23,719,091.89 | 2,920,383.76 | 712.19% | Decrease in interest income due to lower bank deposit rates, and increase in exchange losses due to appreciation of RMB against USD | | Income Tax Expense | 13,448,235.48 | 46,118,443.47 | -70.84% | Significant investment income from disposal of Kesheng Technology Co. equity in the prior year's corresponding period, increasing income tax expense | | Net Cash Flow from Operating Activities | 176,522,025.01 | 22,051,787.36 | 700.49% | Strengthened accounts receivable management, active collection of payments, and enhanced cash flow balance management | | Net Cash Flow from Investing Activities | -191,607,742.50 | 134,327,409.96 | -242.64% | Strengthened cash management, purchase of structured wealth management products and large-denomination time deposits, and receipt of equity transfer payments in the prior year's corresponding period | | Net Cash Flow from Financing Activities | -402,912,972.05 | -689,223,504.43 | 41.54% | Cash dividends and repayment of bank loans | Operating Revenue Composition (by Product and Region) | Category | Current Reporting Period Amount (yuan) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | | By Product | | | | | Waste Heat Boilers | 530,240,849.68 | 18.98% | -52.66% | | Clean Environmental Energy Equipment | 474,973,325.64 | 17.00% | 38.65% | | Solutions | 1,402,868,001.28 | 50.21% | 24.66% | | Spare Parts and Services | 283,373,503.76 | 10.14% | -3.36% | | By Region | | | | | Domestic Sales | 2,408,070,914.30 | 86.19% | -11.75% | | Export Sales | 385,912,947.82 | 13.81% | 48.79% | IV. Analysis of Non-Core Business Operations The company's non-core business profits primarily stemmed from investment income and government subsidies, with credit impairment losses mainly due to bad debt provisions for accounts receivable Non-Core Business Profit Composition | Item | Amount (yuan) | Proportion of Total Profit | Explanation of Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | 23,069,174.45 | 11.95% | Investment income from long-term equity investments accounted for using the equity method | Yes | | Asset Impairment | -3,384,800.44 | -1.75% | | Yes | | Non-Operating Income | 7,945,466.43 | 4.12% | | No | | Non-Operating Expenses | 1,758,344.16 | 0.91% | | No | | Other Income | 26,953,619.60 | 13.96% | Government grant income | No | | Credit Impairment Losses | -16,055,428.26 | -8.32% | Provision for bad debts on accounts receivable | Yes | V. Analysis of Assets and Liabilities At the end of the reporting period, the company's total assets and net assets attributable to shareholders slightly decreased, with notable changes in long-term equity investments, short-term borrowings, construction in progress, and deferred income Significant Changes in Asset Composition | Item | Period-End Amount (yuan) | Proportion of Total Assets | Change in Proportion | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | | Long-Term Equity Investments | 288,259,387.25 | 1.96% | -1.02% | Disposal of Hepu shares for cash and recovery of investment due to Dehai Aike Energy Co. actual controller fulfilling share repurchase obligations | | Construction in Progress | 58,296,213.26 | 0.40% | 0.37% | Investment in production line equipment for the "New Energy Technology Manufacturing Base" fundraising project, and new investment in waste treatment equipment upgrade project by subsidiary Lin'an Green Energy | | Short-Term Borrowings | 72,019,440.28 | 0.49% | -0.59% | Repayment of bank short-term borrowings during the period | | Notes Receivable | 141,864,277.36 | 0.96% | 0.26% | Increased proportion of collections via bank acceptance bills | | Other Receivables | 238,239,478.33 | 1.62% | 0.62% | Receivables from Hepu shares for declared but undistributed cash dividends and equity transfer payments during the period | | Deferred Income | 757,864,660.32 | 5.15% | 1.18% | Subsidiary Industrial Boiler Co. received demolition compensation | | Treasury Stock | 49,521,354.43 | 0.34% | 0.27% | Company continued to repurchase some shares | - As of the end of the reporting period, assets totaling 989 million yuan (book value of 1.579 billion yuan) were restricted, including monetary funds, notes receivable, fixed assets, intangible assets, and accounts receivable financing[82] VI. Analysis of Investment Activities The company's investment amount decreased by 16.00% year-on-year, with significant non-equity investments in the new energy technology manufacturing base project, and active engagement in hedging derivatives to mitigate price and exchange rate risks Reporting Period Investment Amount | Indicator | Current Reporting Period Investment Amount (yuan) | Prior Year's Corresponding Period Investment Amount (yuan) | Change Rate | | :--- | :--- | :--- | :--- | | Investment Amount | 73,652,764.59 | 87,682,903.15 | -16.00% | - The New Energy Technology Manufacturing Base project had a cumulative actual investment of 530.6768 million yuan as of the end of the reporting period, with an investment progress of 90%, but the overall construction progress was adjusted due to the late acquisition of the fundraising project land[86] - The company conducts hot-rolled coil futures hedging to utilize the hedging function of the futures market and ensure relative stability of product costs; it also engages in hedging financial derivative transactions to reduce financial risks arising from foreign exchange settlement and exchange rate fluctuations between RMB and major foreign currencies such as USD, EUR, and JPY[90] - As of June 30, 2025, the company had cumulatively used 585.1991 million yuan in raised funds, accounting for 53.38% of the net raised funds[94] VII. Significant Asset and Equity Disposals During the reporting period, the company did not dispose of any significant assets or equity - The company did not dispose of significant assets during the reporting period[98] - The company did not undertake any significant equity disposals during the reporting period[99] VIII. Analysis of Major Holding and Associate Companies This section presents the financial data for the company's major subsidiaries, Hangzhou Hangguo Industrial Boiler Co., Ltd. and Zhejiang Xizi United Engineering Co., Ltd., both of which achieved profitability, while noting the deregistration and equity transfers of other subsidiaries Major Subsidiary Financial Data | Company Name | Registered Capital | Total Assets (yuan) | Net Assets (yuan) | Operating Revenue (yuan) | Operating Profit (yuan) | Net Profit (yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Hangzhou Hangguo Industrial Boiler Co., Ltd. | 100 million yuan | 2,146,038,849.04 | 510,416,175.98 | 561,382,919.24 | 77,427,036.03 | 66,833,964.87 | | Zhejiang Xizi United Engineering Co., Ltd. | 227 million yuan | 2,860,205,106.51 | 439,027,693.62 | 1,062,247,242.13 | 27,066,012.64 | 14,521,939.00 | - During the reporting period, the company deregistered Xizi Yunda (Hainan) Clean Energy Technology Co., Ltd. and Zhejiang Xizi United Equipment Complete Set Co., Ltd., and transferred equity in Hangzhou Xizi United Enterprise Management Co., Ltd. and Xizi (Longyou) New Energy Power Co., Ltd., none of which had a significant impact on the company's operating performance[100] IX. Structured Entities Controlled by the Company During the reporting period, the company did not control any structured entities - The company did not control any structured entities during the reporting period[101] X. Risks Faced by the Company and Countermeasures The company faces multiple risks including raw material price fluctuations, accounts receivable credit losses, intensified market competition, underperforming investment projects, technological iteration, and interest and exchange rate volatility, which it addresses through hedging, enhanced receivables management, increased R&D investment, and market expansion - The company faces risks such as raw material price fluctuations, accounts receivable credit losses, intensified market competition, underperforming investment projects, technological iteration, and interest and exchange rate fluctuations[102][103][104][105][106] - The company addresses risks by conducting commodity futures hedging, strengthening accounts receivable management, increasing R&D investment, and expanding new energy businesses and overseas markets[102][104][106] XI. Implementation of Market Value Management System and Valuation Enhancement Plan The company has established and disclosed its "Market Value Management System" to strengthen market value management and enhance investment value and returns, but has not yet disclosed a valuation enhancement plan - The company has formulated the "Market Value Management System" and published it on CNINFO on March 31, 2025[109] - The company has not yet disclosed a valuation enhancement plan[108] XII. Implementation of "Quality and Return Dual Enhancement" Action Plan The company did not disclose any "Quality and Return Dual Enhancement" action plan announcements during the reporting period - The company did not disclose any "Quality and Return Dual Enhancement" action plan announcements during the reporting period[111] Section IV Corporate Governance, Environment, and Society I. Changes in Directors, Supervisors, and Senior Management During the reporting period, the company experienced several changes in its board, supervisory board, and senior management, including the resignation of Chairman Wang Shuifu and Independent Director Liu Guojian, the election of Wang Kefei as new Chairman and Jiang Tao as new Independent Director, Liu Huiming's appointment as General Manager, and Wang Yong's appointment as Vice General Manager Changes in Directors, Supervisors, and Senior Management | Name | Position Held | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | Wang Shuifu | Chairman | Resignation | April 24, 2025 | Considering the company's long-term development | | Liu Guojian | Independent Director | Resignation | May 16, 2025 | Term expired | | Wang Kefei | Chairman | Elected | May 16, 2025 | Newly elected | | Jiang Tao | Independent Director | Elected | May 16, 2025 | Newly elected | | Liu Huiming | General Manager | Appointment/Removal | May 16, 2025 | No longer serving as Executive Vice General Manager, appointed as General Manager | | Wang Yong | Vice General Manager | Appointment | May 16, 2025 | Newly appointed | II. Profit Distribution and Capital Reserve Conversion to Share Capital in the Current Reporting Period The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period[113] III. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company had no equity incentive plans during the reporting period, but its employee stock ownership plan continued, with a portion of the second unlocking period conditions met, leading to the unlocking and sale of shares, and the exercise of cash dividend rights - The company had no equity incentives during the reporting period[114] Status of All Valid Employee Stock Ownership Plans During the Reporting Period | Scope of Employees | Number of Employees | Total Shares Held (shares) | Changes | Proportion of Total Share Capital of Listed Company | Funding Sources for the Plan | | :--- | :--- | :--- | :--- | :--- | :--- | | Some directors (excluding independent directors), some supervisors, senior management, middle-level managers, and outstanding key employees who play an important role and influence the company's overall performance and long-term development | 195 | 13,421,376 | Changes due to employee departures and unlocking and sale in the second unlocking period | 1.82% | Employees' legal remuneration, self-raised funds, and other methods permitted by laws and regulations | - On June 20, 2025, the first meeting of the second management committee of the 2023 Employee Stock Ownership Plan approved the "Proposal on the Achievement of Conditions for the Second Unlocking Period of the Company's 2023 Employee Stock Ownership Plan and Subsequent Disposal Arrangements", with 2.884135 million shares eligible for unlocking in this period[116] - The employee stock ownership plan cumulatively sold 2.870635 million shares in June and July 2025[116] IV. Environmental Information Disclosure The company and two of its major subsidiaries, Hangzhou Lin'an Green Energy Environmental Protection Power Generation Co., Ltd. and Hangzhou Hangguo General Equipment Co., Ltd., are included in the list of enterprises required to disclose environmental information, with reports available on the Zhejiang Provincial Department of Ecology and Environment website - The listed company and its major subsidiaries, Hangzhou Lin'an Green Energy Environmental Protection Power Generation Co., Ltd. and Hangzhou Hangguo General Equipment Co., Ltd., are included in the list of enterprises required to disclose environmental information in accordance with the law[122] V. Social Responsibility Upholding its mission "to improve the environment for humanity," the company actively pursues dual carbon goals and ESG principles, achieving significant energy savings and emission reductions through waste heat boilers and zero-carbon energy storage projects, while also fostering talent and promoting a craftsmanship culture - The company has produced over 3,000 sets of energy-saving and environmentally friendly waste heat boilers to date, saving over 66 million tons of standard coal annually and reducing carbon dioxide emissions by over 162 million tons[124] - The company successfully completed the operation of 4 major zero-carbon energy storage projects, which, through technologies such as solar, hydrogen, nuclear, and storage, can achieve an annual reduction of approximately 400,000 tons of carbon dioxide emissions[124] - The company deepens rural cooperation through an "industry + education" model, with its subsidiary Zhejiang Xizi New Energy Co., Ltd. co-establishing an industry-education integration base with Huzhou Technician College to cultivate skilled talents for new energy equipment manufacturing[126] - The company has successively produced 6 national model workers, 3 recipients of the National May 1st Labor Medal, and 9 provincial/municipal chief technicians, showcasing its "craftsmanship culture"[127] Section V Significant Matters I. Fulfillment of Commitments by the Company's Actual Controller, Shareholders, Related Parties, Acquirers, and Other Concerned Parties During the Reporting Period and Overdue Unfulfilled Commitments as of the End of the Reporting Period During the reporting period, the company's actual controller, shareholders, and related parties fully honored all commitments made during initial public offerings or refinancing, including those related to connected transactions, avoiding horizontal competition, and diluting immediate returns, with no overdue unfulfilled commitments - The company's actual controller, shareholders, related parties, and other concerned parties strictly fulfilled all commitments made during the reporting period, including those related to connected transactions, avoiding horizontal competition, and diluting immediate returns[129] II. Non-Operating Occupation of Funds by Controlling Shareholders and Other Related Parties During the reporting period, there was no non-operating occupation of funds by controlling shareholders or other related parties of the listed company - During the reporting period, the company had no non-operating occupation of funds by controlling shareholders or other related parties[130] III. Irregular External Guarantees During the reporting period, the company had no irregular external guarantees - The company had no irregular external guarantees during the reporting period[131] IV. Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was not audited - The company's semi-annual report was not audited[132] V. Explanations by the Board of Directors and Supervisory Board on the Accounting Firm's "Non-Standard Audit Report" for the Current Reporting Period The company's Board of Directors and Supervisory Board provided no explanations regarding the accounting firm's "non-standard audit report" for the current reporting period VI. Explanations by the Board of Directors on the "Non-Standard Audit Report" for the Previous Year The company's Board of Directors provided no explanations regarding the "non-standard audit report" for the previous year VII. Bankruptcy and Reorganization Matters Swedish Apani was declared bankrupt by the Gothenburg District Court on April 3, 2024, due to its inability to repay debts on time, and is currently undergoing related bankruptcy proceedings - Swedish Apani was declared bankrupt by the Gothenburg District Court on April 3, 2024, due to its inability to repay debts on time, and is currently undergoing related bankruptcy proceedings[133] VIII. Litigation Matters The company had no significant litigation or arbitration matters during the reporting period, but was involved in several other lawsuits with amounts ranging from 6.7 million yuan to 39.50 million yuan, concerning sales contract disputes, construction subcontract disputes, and lease contract disputes, with some cases ongoing and others settled or adjudicated - The company had no significant litigation or arbitration matters in this reporting period[134] Overview of Other Litigation Matters | Basic Information of Litigation (Arbitration) | Amount Involved (million yuan) | Progress of Litigation (Arbitration) | | :--- | :--- | :--- | | Xinjiang Chenda Shengye Environmental Protection Technology Co., Ltd. (Plaintiff) v. Xizi Clean Energy Equipment Manufacturing Co., Ltd. (Defendant) et al. (Construction Project Construction Contract Dispute) | 39.4955 | Lawsuit filed and accepted, trial expected in late August | | Hangzhou New Century Energy Environmental Protection Engineering Co., Ltd. (Plaintiff) v. Lingyuan Hanwei Environmental Protection Energy Co., Ltd. (Defendant) (Sales Contract Dispute) | 32.833 | Received court summons on July 7, 2025, first instance hearing on August 21, 2025 | | Hangzhou New Century Energy Environmental Protection Engineering Co., Ltd. (Plaintiff) v. Xiamen Dongyuan New Energy Technology Co., Ltd. (Defendant) (Sales Contract Dispute) | 31.57 | Settlement reached, plaintiff withdrew lawsuit after defendant paid 28 million yuan | | Shanxi Jincheng Steel Holding Group Qinxian Hua'an Coking Co., Ltd. (Plaintiff) v. Xi'an Huajiang Environmental Protection Technology Co., Ltd. (Defendant) et al. (Contract Dispute) | 24.564 | Judgment rendered in January 2025 that Xizi Clean Energy bears no responsibility, defendant appealed, second instance judgment rendered | | Xizi Clean Energy Equipment Manufacturing Co., Ltd. v. Yucheng Huifu New Energy Co., Ltd. (Defendant) (Sales Contract Dispute) | 11.0136 | Case filed in November 2024, later changed to an arbitration claim of 13.1917 million yuan, defendant filed a counter-arbitration claim, awaiting ruling after two hearings | | Hangzhou Hangguo Industrial Boiler Co., Ltd. (Plaintiff) v. Anhui Guozhen Ecological Technology Co., Ltd. (Defendant) (Dispute over Damage to Company Interests) | 8.3989 | Currently executing according to the mediation agreement | | Suhua Construction Group Co., Ltd. and Tongkun Group Co., Ltd. (Plaintiff) v. Zhejiang Xizi United Engineering Co., Ltd. (Construction Project Subcontract Dispute) | 8.06 | First instance still ongoing, judicial appraisal in progress | | Xizi Clean Energy Equipment Manufacturing Co., Ltd. (Plaintiff) v. Lishu County Huada Biomass Thermal Power Co., Ltd. (Defendant) (Sales Contract Dispute) | 7.9016 | Ruling made on October 25, 2024, ordering respondent to pay 7.408 million yuan and arbitration fees; currently applying for compulsory enforcement, court has accepted | | Zhejiang Hangguo Jiangnan International Trade Co., Ltd. (Plaintiff) v. Hangzhou Yunguo Real Estate Development Co., Ltd. (Defendant 1), Xu Xianghui (Defendant 2) (Lease Contract Dispute) | 7.6553 | Awaiting trial | | Hangzhou New Century Energy Environmental Protection Engineering Co., Ltd. (Plaintiff) v. Pingtan Beicuo Waste Incineration Power Generation Co., Ltd. (Defendant), Fuzhou Baiji Trading Co., Ltd. (Defendant) (Sales Contract Dispute) | 6.70 | Executed as per mediation agreement | IX. Penalties and Rectification Measures The company and its senior management received warning letters from the CSRC and regulatory letters from the Shenzhen Stock Exchange for inaccurate information disclosure in 2022 and 2023 annual reports (cross-period revenue recognition) and failure to timely disclose arbitration matters in 2023, leading to implemented rectification measures - The company and its actual controller Wang Shuifu, senior management Hou Xiaodong, Liao Haiyan, Wang Yejiang, and Pu Weifeng received warning letters from the China Securities Regulatory Commission and regulatory letters from the Shenzhen Stock Exchange due to inaccurate information disclosure in the 2022 and 2023 annual reports (cross-period revenue recognition) and failure to timely disclose relevant arbitration matters in 2023[138][139] - The company has implemented rectification measures including strengthening professional training for accounting and finance personnel, improving the quality of financial report audits, establishing a special ledger for litigation and arbitration, and enhancing the quality of information disclosure[140][141][142][143] X. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller During the reporting period, the company, its controlling shareholder, and actual controller had no unfulfilled effective court judgments or significant overdue debts - During the reporting period, the company, its controlling shareholder, and actual controller had no unfulfilled effective court judgments or significant overdue debts[144] XI. Significant Related Party Transactions During the reporting period, the company engaged in daily operational related party transactions for goods purchase/sale, service provision/acceptance, and leasing, all within approved limits and at market-comparable prices, with no significant related party transactions involving asset/equity acquisition/disposal, joint external investments, or non-operating related party debts Related Party Transactions Related to Daily Operations (Purchase/Sale of Goods/Acceptance of Services) | Related Party | Related Transaction Content | Amount in Current Period (yuan) | Approved Transaction Limit (million yuan) | Exceeded Transaction Limit | | :--- | :--- | :--- | :--- | :--- | | Hangzhou Guozhen Itake Engineering Technology Co., Ltd. | Purchase of goods | 3,380,981.80 | | No | | Zhejiang Xizi Heavy Industry Machinery Co., Ltd. | Purchase of goods, acceptance of services | 1,663,765.98 | | No | | Hangzhou Xio Elevator Co., Ltd. | Purchase of goods, acceptance of services | 599,449.54 | | No | | Zhejiang Xizi Elevator Parts Co., Ltd. | Acceptance of services | 2,363,790.15 | | No | | Puhui Smart Manufacturing Technology Co., Ltd. | Acceptance of services | 1,485,849.06 | | No | | Xizi Elevator Group Co., Ltd. | Sale of goods, provision of services | 1,749,034.32 | 425.00 | No | | Zhejiang Boshi New Energy Technology Co., Ltd. | Provision of services | 1,705,891.81 | | No | - The company had no significant related party transactions involving asset or equity acquisition/disposal, joint external investments, or non-operating related party debts and credits[146][147][148][151] Related Lease Situations (as Lessor) | Lessee Name | Type of Leased Asset | Lease Income Recognized in Current Period (yuan) | | :--- | :--- | :--- | | Zhejiang Boshi New Energy Technology Co., Ltd. | Office Building | 1,666,282.21 | XII. Significant Contracts and Their Performance The company had no entrustment or contracting arrangements during the reporting period, with leasing primarily involving the Xizi Smart Industrial Park project generating 53.48 million yuan in semi-annual rental income, and provided a 157.08 million yuan guarantee for a subsidiary, while 35.33 million yuan in overdue trust products were fully impaired - The company had no entrustment or contracting arrangements during the reporting period[152][153] - The company's leasing primarily involves the Xizi Smart Industrial Park project in Dingqiao, Hangzhou, with semi-annual rental income of 53.4772 million yuan in 2025[154] External Guarantees by the Company and its Subsidiaries | Name of Guaranteed Party | Guarantee Limit (million yuan) | Actual Guarantee Amount (million yuan) | Fulfilled | | :--- | :--- | :--- | :--- | | Hangzhou Lin'an Green Energy Environmental Protection Power Generation Co., Ltd. | 178.50 | 157.08 | No | | Proportion of Actual Guarantee Amount to Company's Net Assets | | 3.75% | | Entrusted Wealth Management | Specific Type | Entrusted Wealth Management Amount (million yuan) | Unmatured Balance (million yuan) | Overdue Unrecovered Amount (million yuan) | Impairment Provision for Overdue Unrecovered Wealth Management (million yuan) | | :--- | :--- | :--- | :--- | :--- | | Bank Wealth Management Products | 81.00 | 81.00 | 0 | 0 | | Trust Wealth Management Products | 40.00 | 0 | 35.3344 | 35.3344 | | Total | 121.00 | 81.00 | 35.3344 | 35.3344 | - The company's trust product with Sichuan Trust Co., Ltd. experienced overdue redemption; as of June 30, 2025, the remaining unrecovered principal of 35,334,376.71 yuan has been fully provided for bad debts[163] - The company had no other significant contracts during the reporting period[164] XIII. 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 period[165] XIV. Significant Matters of the Company's Subsidiaries The company's wholly-owned subsidiary, Zhejiang Hangguo Jiangnan International Trade Co., Ltd., reduced its registered capital by 150 million yuan, while its controlling subsidiary, Hangzhou Hangguo Industrial Boiler Co., Ltd., received the first installment of 164.46 million yuan in demolition compensation, and the company transferred equity in three associate companies and signed an agreement to transfer 8.7805% equity in Hepu Energy Environmental Technology Co., Ltd. for cash, with plans to acquire the remaining portion via share issuance - The registered capital of the wholly-owned subsidiary Zhejiang Hangguo Jiangnan International Trade Co., Ltd. decreased by 150 million yuan, from 350 million yuan to 200 million yuan[166] - The controlling subsidiary Hangzhou Hangguo Industrial Boiler Co., Ltd. received the first installment of demolition compensation totaling 164,460,030 yuan (60% of the total compensation) for the "Liangzhu New City Organic Renewal" project[166] - The company transferred 20% equity stakes in Xinjiang Xijie New Energy Technology Co., Ltd., Shaanxi Xijie New Energy Technology Co., Ltd., and Shandong Xijie New Energy Technology Co., Ltd., and the industrial and commercial changes have been completed[167] - The company has received the full payment of 100,000,003 yuan for the cash transfer of 8.7805% equity in Hepu Energy Environmental Technology Co., Ltd., and plans to acquire the remaining portion of the equity through share issuance[167] Section VI Share Changes and Shareholder Information I. Share Capital Changes During the reporting period, the company's total share capital increased by 1,159 shares due to "Xizi Convertible Bonds" conversion, with restricted shares increasing by 2,805,393 shares primarily due to the former chairman's resignation and share lock-up, and the company completed a share repurchase program Share Capital Changes | Share Class | Number Before This Change (shares) | Increase/Decrease in This Change (+, -) (shares) | Number After This Change (shares) | | :--- | :--- | :--- | :--- | | I. Restricted Shares | 8,388,055 | 2,805,393 | 11,193,448 | | II. Unrestricted Shares | 730,817,419 | -2,804,234 | 728,013,185 | | III. Total Shares | 739,205,474 | 1,159 | 739,206,633 | - In the first half of 2025, the number of shares converted from "Xizi Convertible Bonds" was 1,159 shares, increasing the total share capital[171] - Wang Shuifu's shares were restricted due to his resignation as chairman, increasing restricted shares by 2,796,018 shares in this period[178] - As of July 30, 2025, the company completed its share repurchase program, cumulatively repurchasing 4,149,500 shares for a total transaction amount of 50,198,484.20 yuan, and completed the cancellation on August 11, 2025[174] II. Securities Issuance and Listing During the reporting period, the company had no securities issuance or listing activities - The company had no securities issuance or listing activities during the reporting period[179] III. Number of Shareholders and Shareholding Structure As of the end of the reporting period, the company had 30,481 common shareholders, with Xizi Elevator Group Co., Ltd., Jinrun (Hong Kong) Co., Ltd., and Hangzhou Industrial Investment Group Co., Ltd. being the top three shareholders, and Wang Shuifu as the actual controller of the top two - As of the end of the reporting period, the total number of common shareholders was 30,481[180] Shareholding of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Ratio | Number of Shares Held at Period-End (shares) | Number of Restricted Shares Held (shares) | Number of Unrestricted Shares Held (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | | Xizi Elevator Group Co., Ltd. | Domestic Non-State-Owned Legal Person | 39.01% | 288,349,956 | 0 | 288,349,956 | | Jinrun (Hong Kong) Co., Ltd. | Overseas Legal Person | 21.89% | 161,784,000 | 0 | 161,784,000 | | Hangzhou Industrial Investment Group Co., Ltd. | State-Owned Legal Person | 13.59% | 100,476,000 | 0 | 100,476,000 | | Xizi Clean Energy Equipment Manufacturing Co., Ltd. – 2023 Employee Stock Ownership Plan | Other | 1.82% | 13,421,376 | 0 | 13,421,376 | | Hong Kong Securities Clearing Company Limited | Overseas Legal Person | 1.68% | 12,407,800 | 0 | 12,407,800 | | Wang Shuifu | Domestic Natural Person | 1.51% | 11,184,073 | 11,184,073 | 0 | - The actual controller of the company's controlling shareholder, Xizi Elevator Group Co., Ltd., and shareholder Jinrun (Hong Kong) Co., Ltd., is Mr. Wang Shuifu[182] IV. Changes in Shareholdings of Directors, Supervisors, and Senior Management The shareholdings of the company's directors, supervisors, and senior management remained unchanged during the reporting period - The shareholdings of the company's directors, supervisors, and senior management remained unchanged during the reporting period[184] V. Changes in Controlling Shareholder or Actual Controller During the reporting period, there were no changes in the company's controlling shareholder or actual controller - The company's controlling shareholder did not change during the reporting period[185] - The company's actual controller did not change during the reporting period[187] VI. Preferred Share Information During the reporting period, the company had no preferred shares - The company had no preferred shares during the reporting period[188] Section VII Bond-Related Information I. Enterprise Bonds During the reporting period, the company had no enterprise bonds - The company had no enterprise bonds during the reporting period[190] II. Corporate Bonds During the reporting period, the company had no corporate bonds - The company had no corporate bonds during the reporting period[191] III. Non-Financial Enterprise Debt Financing Instruments During the reporting period, the company had no non-financial enterprise debt financing instruments - The company had no non-financial enterprise debt financing instruments during the reporting period[192] IV. Convertible Corporate Bonds The company publicly issued 1.11 billion yuan in convertible corporate bonds ("Xizi Convertible Bonds") on December 24, 2021, with a 6-year term, and as of the end of the reporting period, 99.99% of the bonds remained unconverted, with a strong "AA" credit rating - The company publicly issued 1.11 billion yuan in convertible corporate bonds ("Xizi Convertible Bonds") on December 24, 2021, with a term of 6 years from the issuance date[193][541] - As of the end of the reporting period, the number of convertible bondholders was 4,895, with no guarantors[194] Changes in Convertible Bonds During the Reporting Period | Convertible Corporate Bond Name | Amount Before This Change (yuan) | Increase/Decrease in This Change (Conversion) (yuan) | Amount After This Change (yuan) | | :--- | :--- | :--- | :--- | | Xizi Clean Energy Equipment Manufacturing Co., Ltd. Publicly Issued Convertible Corporate Bonds | 1,109,908,500 | -13,000.00 | 1,109,895,500 | - As of the end of the reporting period, the cumulative conversion amount of Xizi Convertible Bonds was 104,500.00 yuan, with 5,583 shares converted, and the unconverted amount was 1,109,895,500 yuan, accounting for 99.99% of the total issuance amount[199] - The conversion price of Xizi Convertible Bonds has been adjusted multiple times, with the latest conversion price being 11.00 yuan/share[201] - The company's main credit rating is "AA", with a "stable" outlook; the credit rating of "Xizi Convertible Bonds" is "AA", with no change from the previous rating[203] V. Consolidated Statement Scope Loss Exceeding 10% of Net Assets at Year-End in the Reporting Period During the reporting period, the company's consolidated statement scope loss did not exceed 10% of net assets at the end of the previous year - During the reporting period, the consolidated statement scope loss did not exceed 10% of net assets at the end of the previous year[206] VI. Key Accounting Data and Financial Indicators for the Past Two Years as of the End of the Reporting Period As of the end of the reporting period, the company's current ratio and asset-liability ratio remained stable, while net profit excluding non-recurring items increased by 37.58%, and the cash interest coverage ratio significantly improved by 289.44% Key Accounting Data and Financial Indicators for the Past Two Years | Item | Period-End/Current Period | Prior Year-End/Prior Year's Corresponding Period | Change from Prior Year-End/Prior Year's Corresponding Period | | :--- | :--- | :--- | :--- | | Current Ratio | 1.3132 | 1.2594 | 4.27% | | Asset-Liability Ratio | 68.59% | 68.62% | -0.03% | | Quick Ratio | 1.0445 | 1.0647 | -1.90% | | Net Profit Excluding Non-Recurring Gains and Losses (million yuan) | 128.7404 | 93.5749 | 37.58% | | EBITDA to Total Debt Ratio | 3.26% | 5.11% | -1.85% | | Interest Coverage Ratio | 6.62 | 9.6 | -31.04% | | Cash Interest Coverage Ratio | 5.53 | 1.42 | 289.44% | | EBITDA Interest Coverage Ratio | 9.58 | 11.65 | -17.77% | | Loan Repayment Rate | 100.00% | 100.00% | 0.00% | | Interest Payment Rate | 100.00% | 100.00% | 0.00% | Section VIII Financial Report I. Audit Report The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited[208] II. Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the 2025 semi-annual period, comprehensively presenting its financial position, operating results, and cash flows at the end of the reporting period 1. Consolidated Balance Sheet As of June 30, 2025, the company's consolidated total assets were 14.72 billion yuan, with current assets of 9.94 billion yuan and non-current assets of 4.78 billion yuan, while total liabilities were 10.10 billion yuan, including 7.57 billion yuan in current liabilities, and total owners' equity attributable to the parent company was 4.18 billion yuan Consolidated Balance Sheet Key Data | Item | Period-End Balance (yuan) | Beginning Balance (yuan) | | :--- | :--- | :--- | | Total Assets | 14,718,791,001.62 | 15,013,267,688.83 | | Total Current Assets | 9,943,709,589.26 | 10,038,240,568.52 | | Total Non-Current Assets | 4,775,081,412.36 | 4,975,027,120.31 | | Total Liabilities | 10,096,011,685.79 | 10,301,414,837.01 | | Total Current Liabilities | 7,572,128,664.19 | 7,970,454,191.04 | | Total Owners' Equity Attributable to Parent Company | 4,184,133,245.35 | 4,219,564,999.83 | 2. Parent Company Balance Sheet As of June 30, 2025, the parent company's total assets were 9.30 billion yuan, with current assets of 4.72 billion yuan and non-current assets of 4.58 billion yuan, while total liabilities were 5.57 billion yuan, including 3.97 billion yuan in current liabilities, and total owners' equity was 3.73 billion yuan Parent Company Balance Sheet Key Data | Item | Period-End Balance (yuan) | Beginning Balance (yuan) | | :--- | :--- | :--- | | Total Assets | 9,297,538,189.85 | 9,566,518,998.67 | | Total Current Assets | 4,715,496,798.65 | 4,638,962,655.88 | | Total Non-Current Assets | 4,582,041,391.20 | 4,927,556,342.79 | | Total Liabilities | 5,572,019,773.40 | 5,918,828,533.64 | | Total Current Liabilities | 3,971,082,307.58 | 4,327,133,737.75 | | Total Owners' Equity | 3,725,518,416.45 | 3,647,690,465.03 | 3. Consolidated Income Statement In the first half of 2025, the company's consolidated total operating revenue was 2.79 billion yuan, a year-on-year decrease of 6.49%, with operating profit of 187 million yuan, total profit of 193 million yuan, net profit of 180 million yuan, and net profit attributable to parent company shareholders of 148 million yuan, a year-on-year decrease of 56.81% Consolidated Income Statement Key Data | Item | 2025 Semi-Annual (yuan) | 2024 Semi-Annual (yuan) | | :--- | :--- | :--- | | I. Total Operating Revenue | 2,793,983,862.12 | 2,987,957,543.99 | | II. Total Operating Costs | 2,636,781,192.88 | 2,816,613,576.83 | | III. Operating Profit | 186,886,738.57 | 414,409,598.62 | | IV. Total Profit | 193,073,860.84 | 414,398,151.67 | | V. Net Profit | 179,625,625.36 | 368,279,708.20 | | Net Profit Attributable to Parent Company Shareholders | 147,777,562.83 | 342,183,857.95 | 4. Parent Company Income Statement In the first half of 2025, the parent company's operating revenue was 1.24 billion yuan, a year-on-year decrease of 15.93%, with operating profit of 241 million yuan, total profit of 242 million yuan, net profit of 254 million yuan, basic earnings per share of 0.35 yuan/share, and diluted earnings per share of 0.33 yuan/share Parent Company Income Statement Key Data | Item | 2025 Semi-Annual (yuan) | 2024 Semi-Annual (yuan) | | :--- | :--- | :--- | | I. Operating Revenue | 1,241,406,332.68 | 1,475,503,034.36 | | II. Operating Profit | 241,225,438.51 | 395,321,305.55 | | III. Total Profit | 241,953,694.01 | 395,228,006.01 | | IV. Net Profit | 254,456,257.93 | 381,655,979.79 | | Basic Earnings Per Share (yuan/share) | 0.35 | 0.52 | | Diluted Earnings Per Share (yuan/share) | 0.33 | 0.52 | 5. Consolidated Cash Flow Statement In the first half of 2025, the company's net cash flow from operating activities was 177 million yuan, a significant year-on-year increase of 700.49%, while net cash flow from investing activities was -192 million yuan, and net cash flow from financing activities was -403 million yuan, resulting in a net decrease in cash and cash equivalents of -417 million yuan Consolidated Cash Flow Statement Key Data | Item | 2025 Semi-Annual (yuan) | 2024 Semi-Annual (yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 176,522,025.01 | 22,051,787.36 | | Net Cash Flow from Investing Activities | -191,607,742.50 | 1