卓翼科技(002369) - 2025 Q2 - 季度财报

Part I Important Notice, Table of Contents, and Definitions Important Notice The company's board guarantees the report's accuracy, clarifies forward-looking statements are not commitments, and states no dividend distribution or capital increase from reserves is planned - The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content[4] - Forward-looking statements in this report regarding future operating plans, goals, and development strategies are planning matters and do not constitute a substantive commitment by the company to investors[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 nine main chapters of the semi-annual report and their starting page numbers, providing an overview of the report's structure - The report contains nine main chapters, covering important notices, company profile, management discussion and analysis, corporate governance, significant matters, share changes, bond information, financial report, and other submitted data[7] Reference Documents This section specifies the types of documents available for inspection during the reporting period, including signed financial statements and original public disclosure documents, all located at the company's securities department office - Reference documents include accounting statements signed and sealed by the legal representative, chief financial officer, and head of the accounting department[9] - Originals of all company documents and announcements publicly disclosed on the website designated by the China Securities Regulatory Commission during the reporting period are available for inspection[10] - The aforementioned reference documents are kept at the company's securities department office[12] Definitions This section defines key terms and abbreviations used in the report, covering company names, regulatory bodies, industry technologies (e.g., 3C, AIoT, ODM, EMS, JDM, Wi-Fi, 5G, XPON, XDSL), and the reporting period, ensuring accurate information comprehension - "The Company," "Company," "Zowee Technology" refers to Shenzhen Zowee Technology Co., Ltd[13] - "3C" refers to computers, communications, and consumer electronics[13] - "Reporting Period," "Current Reporting Period" refers to January 1, 2025, to June 30, 2025[14] Part II Company Profile and Key Financial Indicators I. Company Profile This section provides the company's basic information, including its stock ticker "Zowee Technology", stock code "002369", listing exchange (Shenzhen Stock Exchange), full Chinese and English names, and legal representative Li Xingfang Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Zowee Technology | | Stock Code | 002369 | | Stock Listing Exchange | Shenzhen Stock Exchange | | Company's Chinese Name | 深圳市卓翼科技股份有限公司 | | Company's English Name | SHENZHEN ZOWEE TECHNOLOGY CO., LTD. | | Company's Legal Representative | Li Xingfang | II. Contact Persons and Information This section lists the detailed contact information for the company's Board Secretary Zhang Fuhan and Securities Affairs Representative Kuang Yaqin, including address, phone, fax, and email, for investor communication Contact Persons and Information | Position | Board Secretary | Securities Affairs Representative | | :--- | :--- | :--- | | Name | Zhang Fuhan | Kuang Yaqin | | Contact Address | 12th Floor, Block B, Innovation Building, No. 198 Daxin Road, Nantou Street, Nanshan District, Shenzhen | 12th Floor, Block B, Innovation Building, No. 198 Daxin Road, Nantou Street, Nanshan District, Shenzhen | | Phone | 0755-26986749 | 0755-26986749 | | Fax | 0755-26986712 | 0755-26986712 | | Email | message@zowee.com.cn | message@zowee.com.cn | III. Other Information This section states that the company's registered address, office address, postal code, website, email, and information disclosure locations remained unchanged during the reporting period, referring to the 2024 annual report for details - The company's registered address, office address, postal code, website, and email remained unchanged during the reporting period[18] - Information disclosure and reference locations remained unchanged during the reporting period, with details available in the 2024 annual report[19] IV. Key Accounting Data and Financial Indicators The company's operating revenue increased by 6.96% year-on-year, net profit attributable to shareholders narrowed losses by 9.37%, but net cash flow from operating activities significantly decreased by 64.73%, while total assets and net assets attributable to shareholders both declined Key Accounting Data and Financial Indicators Comparison | Indicator | Current Reporting Period (Yuan) | Prior Year Period (Yuan) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 870,214,982.81 | 813,566,774.11 | 6.96% | | Net Profit Attributable to Listed Company Shareholders | -78,386,337.67 | -86,486,357.88 | 9.37% | | Net Cash Flow from Operating Activities | 28,739,108.36 | 81,483,758.70 | -64.73% | | Basic Earnings Per Share (Yuan/share) | -0.1383 | -0.1525 | 9.31% | | Weighted Average Return on Net Assets | -18.36% | -13.50% | -4.86% | | Indicator | End of Current Reporting Period (Yuan) | End of Prior Year (Yuan) | Change from End of Prior Year | | :--- | :--- | :--- | :--- | | Total Assets | 2,493,049,315.44 | 2,564,863,398.23 | -2.80% | | Net Assets Attributable to Listed Company Shareholders | 387,710,926.05 | 466,097,263.72 | -16.82% | V. Differences in Accounting Data Under Domestic and Overseas Accounting Standards 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 reported no differences in net profit and net assets between financial statements disclosed under international accounting standards and Chinese accounting standards during the reporting period[22] - The company reported no differences in net profit and net assets between financial statements disclosed under overseas accounting standards and Chinese accounting standards during the reporting period[23] VI. Non-Recurring Gains and Losses Items and Amounts The company's total non-recurring gains and losses for the reporting period amounted to 977,582.43 Yuan, primarily from government subsidies and non-operating income, with a negative impact from disposal of non-current assets Non-Recurring Gains and Losses Items and Amounts | Item | Amount (Yuan) | | :--- | :--- | | Gains or losses from disposal of non-current assets | -94,407.98 | | Government grants recognized in current profit or loss | 1,005,263.74 | | Other non-operating income and expenses apart from the above | 165,781.54 | | Less: Income tax impact | 99,047.23 | | Minority interest impact (after tax) | 7.64 | | Total | 977,582.43 | - The company has no other profit or 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[26] Part III Management Discussion and Analysis I. Company's Main Business Activities During the Reporting Period As a 3C product and smart hardware solution provider, the company's core business, covering network communication, consumer electronics, and smart hardware, remained unchanged, while actively expanding into cross-border e-commerce to foster new profit growth - The company is a large domestic 3C product and smart hardware solution provider, with a business scope covering core areas such as network communication, consumer electronics, and smart hardware[31] - During the reporting period, the company's main business activities did not undergo significant changes[31] - The company actively plans and promotes new cross-border e-commerce businesses, primarily focusing on consumer electronic products such as power banks and smart speakers, targeting markets in Europe, North America, and Japan, aiming to create a third growth curve[35] (I) Industry Development Overview The network communication industry benefits from 5G-A, cloud computing, and AI, while the consumer electronics sector sees a moderate recovery driven by AI technology and policy, with smart terminals and automotive electronics emerging as new growth engines - New networks and services such as 5G-A, cloud computing, data centers, and smart cities are continuously emerging, posing higher and more personalized demands on communication technology[28] - As of the end of June, the total number of 5G base stations reached 4.549 million, a net increase of 298,000 from the end of the previous year[29] - In Q2 2025, global smartphone shipments reached 295.2 million units, a year-on-year increase of 1.0%[30] (II) Company's Main Business Operations The company offers comprehensive network communication products, achieved mass production orders for Wi-Fi 7, expanded into 5G+AIoT consumer electronics, and actively developed cross-border e-commerce, primarily through ODM/JDM/EMS contract manufacturing - The company has built a relatively complete product series in network communication: access devices (fiber optic access devices, XPON, CPE, XDSL, etc.), wireless coverage devices (smart routers, AC+AP, PLC, etc.), and transmission devices (wireless communication modules, etc.)[34] - Mass production orders for core customers' Wi-Fi 7 projects achieved steady growth, and domestic solution Wi-Fi series products made phased breakthroughs in market promotion due to their high cost-effectiveness[34] - The company primarily provides contract manufacturing services to domestic and international brand channel partners through ODM/JDM/EMS models[37] - The company focuses on the 5G+AIoT field, successfully developing and mass-producing multiple Wi-Fi 7, 5G wireless communication products, and whole-house smart products[40] II. Analysis of Core Competencies The company's core competencies include strong customer relationships, a comprehensive R&D system, intelligent manufacturing, and lean operations, resulting in 187 authorized patents, including 49 invention patents, by the end of the reporting period - The company has established strategic partnerships with top global consumer electronics brands, forming a symbiotic industrial ecosystem through customized software and hardware integration solutions, joint technology development, market expansion, and shared risks[42] - The company has established R&D centers in Shenzhen, Wuhan, and Xi'an, building full-link innovation capabilities covering product definition, hardware design, embedded software development, system-level solution integration, testing and certification, and supply chain management[44] - As of the end of the reporting period, the company had obtained 187 authorized patents, including 49 invention patents, 68 utility model patents, and 70 design patents[44] - As a national-level intelligent manufacturing capability maturity Level 3 certified enterprise, the company has built digital production bases in Shenzhen, Heyuan, and Tianjin, integrating ERP, MES, and WMS systems to create a "big data + intelligent manufacturing" platform[45] III. Main Business Analysis Operating revenue increased by 6.96% to 870.21 million Yuan, driven by consumer electronics, and net profit attributable to shareholders narrowed losses by 9.37% due to improved gross margin from cost control, despite a 39.73% decrease in R&D investment and a 64.73% decline in net operating cash flow - During the reporting period, the company achieved operating revenue of 870.21 million Yuan, an increase of 6.96% compared to the same period last year[47] - Net profit attributable to shareholders of the listed company was -78.39 million Yuan, an increase of 9.37% compared to the same period last year, primarily due to cost reduction and efficiency improvement measures such as resource integration, increased capacity utilization, and strengthened cost control, leading to a significant increase in gross profit margin compared to the same period last year[47] - During the reporting period, the company's R&D investment was 16.54 million Yuan, accounting for 1.90% of operating revenue, a decrease of 39.73% compared to the same period last year[48] Operating Revenue Composition (by Product) | Product Category | Current Reporting Period Amount (Yuan) | Proportion of Operating Revenue | Prior Year Period Amount (Yuan) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Network Communication Terminal Products | 470,145,458.65 | 54.03% | 490,370,138.23 | 60.27% | -4.12% | | Portable Consumer Electronic Products | 340,857,412.29 | 39.17% | 277,231,789.31 | 34.08% | 22.95% | | Other Categories | 59,212,111.87 | 6.80% | 45,964,846.57 | 5.65% | 28.82% | Operating Revenue Composition (by Region) | Region | Current Reporting Period Amount (Yuan) | Proportion of Operating Revenue | Prior Year Period Amount (Yuan) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Domestic | 821,677,459.35 | 94.42% | 772,635,028.04 | 94.97% | 6.35% | | International | 48,537,523.46 | 5.58% | 40,931,746.07 | 5.03% | 18.58% | IV. Non-Core Business Analysis Non-core business activities primarily involved asset impairment losses, such as inventory write-downs and credit impairment losses totaling -17.44 million Yuan, along with minor non-operating income and expenses, which are generally non-recurring Non-Core Business Gains and Losses | Item | Amount (Yuan) | Proportion of Total Profit | Explanation of Formation Reason | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | 0.00 | 0.00% | | | | Gains and Losses from Fair Value Changes | 0.00 | 0.00% | | | | Asset Impairment | -1,268,987.10 | 1.36% | Provision for inventory write-down | No | | Non-Operating Income | 89,260.95 | -0.10% | | No | | Non-Operating Expenses | -76,520.59 | 0.08% | Reversal of prior year's estimated liabilities | No | | Credit Impairment Losses | -17,441,188.12 | 18.76% | Provision for bad debts | No | V. Analysis of Assets and Liabilities Total assets decreased by 2.80% to 2.49 billion Yuan, and net assets attributable to shareholders decreased by 16.82% to 388 million Yuan, with an increase in long-term borrowings and significant portions of assets restricted due to guarantees and litigation Significant Changes in Asset Composition | Item | End of Current Reporting Period Amount (Yuan) | Proportion of Total Assets | End of Prior Year Amount (Yuan) | Proportion of Total Assets | Change in Proportion | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 358,175,423.99 | 14.37% | 335,903,806.53 | 13.10% | 1.27% | No significant change | | Accounts Receivable | 498,275,903.05 | 19.99% | 533,339,200.23 | 20.79% | -0.80% | No significant change | | Inventories | 137,330,199.34 | 5.51% | 136,617,964.38 | 5.33% | 0.18% | No significant change | | Fixed Assets | 474,918,232.76 | 19.05% | 500,651,208.43 | 19.52% | -0.47% | No significant change | | Long-term Borrowings | 16,000,000.00 | 0.64% | 0.00 | 0.00% | 0.64% | Long-term borrowings incurred in current period | Asset Rights Restricted as of the End of the Reporting Period | Item | Period-End Carrying Value (Yuan) | Reason for Restriction | | :--- | :--- | :--- | | Monetary Funds | 193,417,774.68 | Bank acceptance bill margin | | Monetary Funds | 106,099.42 | Litigation frozen funds | | Accounts Receivable | 149,478,154.62 | Accounts receivable factoring | | Fixed Assets | 476,954,344.47 | Loan collateral | | Total | 819,956,373.19 | | VI. Investment Analysis The company did not undertake any significant equity or non-equity investments, securities investments, or derivative investments, nor did it utilize any raised funds during the reporting period - The company reported no securities investments during the reporting period[62] - The company reported no derivative investments during the reporting period[63] - The company reported no use of raised funds during the reporting period[64] VII. Significant Asset and Equity Disposals The company did not dispose of any significant assets or equity during the reporting period - The company reported no significant asset disposals during the reporting period[65] - The company reported no significant equity disposals during the reporting period[66] VIII. Analysis of Major Controlled and Invested Companies This section details the financial status of major subsidiaries, including Zowee Intelligent Manufacturing, Tianjin Zhuoda, Zowee Hong Kong, and Silicon Valley Lingjing, noting that most generated revenue but several, including Zowee Intelligent Manufacturing and Tianjin Zhuoda, reported negative net profits Major Subsidiaries and Invested Companies with Impact on Company's Net Profit Exceeding 10% | Company Name | Company Type | Main Business | Registered Capital | Total Assets (Yuan) | Net Assets (Yuan) | Operating Revenue (Yuan) | Operating Profit (Yuan) | Net Profit (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zowee Intelligent Manufacturing | Subsidiary | Assembly production, sales of network communication, mobile terminal products | 250 million Yuan | 569,606,276.03 | 319,267,373.55 | 284,392,439.89 | -32,954,068.65 | -32,843,714.74 | | Tianjin Zhuoda | Subsidiary | Assembly production, sales of network communication, mobile terminal products | 163.34 million Yuan | 399,073,700.21 | 25,886,576.33 | 40,297,888.27 | -12,752,260.89 | -12,750,025.40 | | Zowee Hong Kong | Subsidiary | General business trade | 100,000 USD | 62,072,694.96 | -18,395,458.93 | 62,452,682.43 | 2,339,755.02 | 2,339,755.02 | | Silicon Valley Lingjing | Subsidiary | General business trade | 100,000 HKD | 23,123,560.75 | -13,962,223.36 | 37,588,237.48 | -6,882,852.02 | -6,882,836.42 | | Xi'an Zhuohua Liansheng | Subsidiary | Electronic product R&D | 47 million Yuan | 19,040,433.15 | -60,553,817.89 | 12,415,128.23 | -7,972,896.94 | -7,973,524.54 | | Zowee Heyuan | Subsidiary | Assembly production, sales of network communication, mobile terminal products | 100 million Yuan | 1,081,042,951.27 | 3,492,244.91 | 597,991,166.10 | -7,380,293.32 | -2,072,434.16 | - The company did not acquire or dispose of any subsidiaries during the reporting period[67] IX. Information on Structured Entities Controlled by the Company The company did not control any structured entities during the reporting period - The company reported no structured entities under its control during the reporting period[68] X. Risks Faced by the Company and Countermeasures The company faces risks from customer concentration, potential changes in controlling shareholder, uncertainties in innovation and transformation, and raw material price fluctuations, with countermeasures including customer diversification, R&D investment, and supply chain optimization - The company's business model and key account strategy lead to a concentrated customer structure, with a large proportion of overall revenue coming from a few core customers[68] - The controlling shareholder and actual controller, Mr. Xia Chuanwu, has all his shares frozen, with 70,753,930 shares already pledged; if these auctioned shares are subsequently transferred, Mr. Xia Chuanwu will lose his status as controlling shareholder and actual controller[70] - The company will continue to increase investment in Wi-Fi 7, 5G, AIoT, and other business areas; new businesses have high technical and market barriers, require significant investment, and have a relatively long harvest period, posing certain uncertainties[71] - The company's main raw materials, including electronic components, structural parts, and packaging materials, account for a high proportion of its main business costs, posing a risk of price fluctuations[72] XI. Implementation of Market Value Management System and Valuation Enhancement Plan The company did not formulate a market value management system or disclose a valuation enhancement plan during the reporting period - The company did not formulate a market value management system[73] - The company did not disclose a valuation enhancement plan[73] XII. Implementation of "Quality and Return Dual Improvement" Action Plan The company did not disclose an announcement regarding the "Quality and Return Dual Improvement" action plan during the reporting period - The company did not disclose an announcement regarding the "Quality and Return Dual Improvement" action plan[73] Part IV Corporate Governance, Environment, and Society I. Changes in Directors, Supervisors, and Senior Management There were no changes in the company's directors, supervisors, or senior management during the reporting period, with details available in the 2024 annual report - The company's directors, supervisors, and senior management did not change during the reporting period[75] II. Profit Distribution and Capital Reserve Conversion to Share Capital During the 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[76] 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 in place or implemented during the reporting period - The company reported no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period[77] IV. Environmental Information Disclosure The company and its major subsidiaries were not included in the list of enterprises required to disclose environmental information by law - The listed company and its major subsidiaries were not included in the list of enterprises required to disclose environmental information by law[78] V. Social Responsibility Performance The company prioritizes social responsibility, upholding values of integrity, progress, cooperation, and sharing, actively protecting stakeholder rights, promoting environmental sustainability, and engaging in public welfare to optimize overall social benefits - The company strictly adheres to relevant regulations and its articles of association to improve its systems, implement internal control, ensure long-term, stable, and healthy development, and strictly fulfill information disclosure obligations to protect shareholder rights[78] - The company signs labor contracts in accordance with "Labor Law," "Labor Contract Law," and other regulations, provides competitive compensation and benefits, and emphasizes workplace safety and employee care[79] - Upholding a win-win cooperation philosophy, the company has established a full-process management system for suppliers and adheres to a customer-oriented principle, rewarding customers with high-quality products and excellent services[80] - The company has obtained ISO14001 environmental management system certification, vigorously promotes green procurement, implements energy-saving and emission-reduction modifications, and has been recognized as a national "Green Factory"[80] Part V Significant Matters I. Commitments Fulfilled and Unfulfilled by Controlling Shareholder, Shareholders, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period Commitments from the controlling shareholder, Mr. Xia Chuanwu, regarding non-competition, related party transactions, and fund occupation, as well as tax clawback commitments from other shareholders, remain ongoing, while a former director's commitment has been fulfilled - Mr. Xia Chuanwu committed not to engage in or participate in businesses and activities that compete with the company; this commitment remains valid as long as he is the actual controller of the company and is currently being fulfilled[82] - Multiple shareholders committed to fully bear, in proportion to their shareholdings, any enterprise income tax exemptions clawed back by tax authorities for the period from January 1, 2005, to the completion of the public offering; this commitment is long-term and currently being fulfilled[82] II. Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties from the Listed Company The company reported no non-operating funds occupied by the controlling shareholder or other related parties from the listed company during the reporting period - The company reported no non-operating funds occupied by the controlling shareholder or other related parties from the listed company during the reporting period[83] III. Irregular External Guarantees The company had no irregular external guarantees during the reporting period - The company reported no irregular external guarantees during the reporting period[84] IV. Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was unaudited - The company's semi-annual financial report was unaudited[85] V. Board of Directors' and Supervisory Board's Explanation on the "Non-Standard Audit Report" for the Current Period This item is not applicable as the semi-annual report was unaudited VI. Board of Directors' Explanation on the "Non-Standard Audit Report" for the Previous Year This item is not applicable VII. Bankruptcy and Reorganization Matters The company did not experience any bankruptcy or reorganization-related matters during the reporting period - The company reported no bankruptcy or reorganization-related matters during the reporting period[86] VIII. Litigation Matters While no major litigation occurred, several other lawsuits were ongoing, including a subsidiary's bankruptcy termination, a lease dispute entering liquidation, a settled contract dispute, and pending contract disputes involving Zowee Heyuan - Subsidiary Shenzhen Zhuoda Precision Mold Co., Ltd. entered bankruptcy liquidation due to insolvency and has since completed bankruptcy proceedings[87][88] - Zowee Technology applied for arbitration regarding Zhongyi's relocation from leased premises and payment of rent; the arbitration award largely supported Zowee Technology's claims, but due to Zhongyi and Heyi having no assets for execution, bankruptcy applications were filed, and both are currently in bankruptcy liquidation proceedings[88] - Tianjin Zhuoda's contract dispute case against Kuke and Kutai Technology has been settled, with Kuke and Kutai Technology having paid the goods amount[88] - Zowee Heyuan's contract for work dispute case against Kexin Huacheng involves 6.36 million Yuan and is currently awaiting judgment[88][89] IX. Penalties and Rectification The company had no penalties or rectification situations during the reporting period - The company reported no penalties or rectification situations during the reporting period[90] X. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller The controlling shareholder, Mr. Xia Chuanwu, faces significant integrity issues, including substantial overdue debts from pledged shares, stock freezes and auctions, prior administrative penalties for insider trading, and a first-instance conviction for manipulating the securities market and insider trading - The controlling shareholder and actual controller, Mr. Xia Chuanwu, has significant overdue debts primarily from pledged stock financing, totaling 237.29 million Yuan, and all 70,753,930 shares he holds in the company are frozen and have been auctioned[91][92] - Mr. Xia Chuanwu received administrative penalties from the CSRC for alleged insider trading, resulting in the confiscation of illegal gains of 21.31 million Yuan and an equivalent fine[92] - Mr. Xia Chuanwu was sentenced in the first instance to seven years imprisonment and a fine of 45 million Yuan for manipulating the securities market and insider trading, and he has appealed the decision[93] XI. Significant Related Party Transactions The company reported no significant related party transactions during the period, including those related to daily operations, asset/equity acquisitions or disposals, joint external investments, or related party creditor-debtor relationships - The company reported no related party transactions related to daily operations during the reporting period[94] - The company reported no related party transactions involving asset or equity acquisitions or disposals during the reporting period[95] - The company reported no related party creditor-debtor relationships during the reporting period[97] XII. Significant Contracts and Their Performance The company had no entrustment, contracting, or wealth management activities, but maintained several long-term, high-value lease contracts for facilities and dormitories, and provided guarantees totaling 44.5 million Yuan for subsidiaries with high debt-to-asset ratios - Zowee Intelligent Manufacturing signed a housing lease contract with Shenzhen Interli Investment Co., Ltd., for a total leased area of 100,590.43 square meters, with a lease term until June 30, 2032[103] - Zowee Heyuan signed a lease contract with Heyuan Runye Investment Co., Ltd., for a total leased area of 108,874.36 square meters, with a lease term until August 31, 2041[106] - During the reporting period, the approved guarantee limit for subsidiaries totaled 250 million Yuan, with the actual guarantee balance for subsidiaries at the end of the reporting period totaling 44.5 million Yuan[111] - The total actual guarantee amount accounted for 11.48% of the company's net assets[111] - The debt guarantee balance provided directly or indirectly for guaranteed entities with a debt-to-asset ratio exceeding 70% was 44.5 million Yuan[111] XIII. Explanation of Other Significant Matters The company reported no other significant matters requiring explanation during the reporting period - The company reported no other significant matters requiring explanation during the reporting period[114] XIV. Significant Matters of Company Subsidiaries The company reported no significant matters concerning its subsidiaries during the reporting period - The company reported no significant matters concerning its subsidiaries during the reporting period[115] Part VI Share Changes and Shareholder Information I. Share Capital Changes Reported period, the company's total share capital remained at 566,956,280 shares, with a decrease of 242,058 restricted shares due to changes in executive lock-up shares, correspondingly increasing unrestricted shares Share Capital Changes | Share Class | Quantity Before Change (shares) | Proportion Before Change | Net Increase/Decrease in Current Change (shares) | Quantity After Change (shares) | Proportion After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 982,931 | 0.17% | -242,058 | 740,873 | 0.13% | | II. Unrestricted Shares | 565,973,349 | 99.83% | 242,058 | 566,215,407 | 99.87% | | III. Total Shares | 566,956,280 | 100.00% | 0 | 566,956,280 | 100.00% | - Share changes were primarily due to changes in executive lock-up shares[118] Restricted Share Changes | Shareholder Name | Restricted Shares at Beginning of Period (shares) | Shares Released from Restriction in Current Period (shares) | Shares Added to Restriction in Current Period (shares) | Restricted Shares at End of Period (shares) | Reason for Restriction | | :--- | :--- | :--- | :--- | :--- | :--- | | Wei Zhiyong | 12,825 | 0 | 0 | 12,825 | Executive lock-up shares | | Yuan Youjun | 1,875 | 0 | 0 | 1,875 | Executive lock-up shares | | Bai Houshan | 968,231 | 242,058 | 0 | 726,173 | Executive lock-up shares | | Total | 982,931 | 242,058 | 0 | 740,873 | -- | II. Securities Issuance and Listing The company had no securities issuance or listing activities during the reporting period - The company reported no securities issuance or listing during the reporting period[122] III. Number of Shareholders and Shareholding Structure As of the reporting period end, the company had 130,277 common shareholders, with controlling shareholder Mr. Xia Chuanwu holding 12.76% of shares, all frozen and 70,753,930 shares pledged, while Hong Kong Securities Clearing Company Limited and UBS AG were among the top 10 shareholders - The total number of common shareholders at the end of the reporting period was 130,277[123] Shareholding of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Proportion | Shares Held at End of Reporting Period (shares) | Change in Shares During Reporting Period (shares) | Restricted Shares Held (shares) | Unrestricted Shares Held (shares) | Share Status | Quantity (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Xia Chuanwu | Domestic Natural Person | 12.76% | 72,317,172 | 0 | 0 | 72,317,172 | Frozen | 72,317,172 | | | | | | | | | Pledged | 70,753,930 | | Chen Jinggeng | Domestic Natural Person | 1.15% | 6,544,800 | 854,000 | 0 | 6,544,800 | Not Applicable | 0 | | Hong Kong Securities Clearing Company Limited | Overseas Legal Person | 0.53% | 3,002,002 | 3,002,002 | 0 | 3,002,002 | Not Applicable | 0 | | Han Hongbin | Domestic Natural Person | 0.46% | 2,635,600 | 2,635,500 | 0 | 2,635,600 | Not Applicable | 0 | | Huang Jie | Domestic Natural Person | 0.38% | 2,139,000 | 2,139,000 | 0 | 2,139,000 | Not Applicable | 0 | | Jiang Jinyu | Domestic Natural Person | 0.29% | 1,663,700 | 1,663,700 | 0 | 1,663,700 | Not Applicable | 0 | | UBS AG | Overseas Legal Person | 0.28% | 1,600,475 | 823,122 | 0 | 1,600,475 | Not Applicable | 0 | | Beijing Qianxiang Private Equity Fund Management Co., Ltd. - Qianxiang Yuandian Stock No. 15 Private Securities Investment Fund | Other | 0.23% | 1,327,500 | 1,327,500 | 0 | 1,327,500 | Not Applicable | 0 | | Xue Zhaofu | Domestic Natural Person | 0.21% | 1,216,700 | 460,900 | 0 | 1,216,700 | Not Applicable | 0 | | Guotai Haitong Securities Co., Ltd. | State-owned Legal Person | 0.21% | 1,174,831 | 401,129 | 0 | 1,174,831 | Not Applicable | 0 | - There is no associated relationship between the controlling shareholder, Mr. Xia Chuanwu, and the company's other top 10 shareholders, nor do they constitute parties acting in concert[124] IV. Changes in Shareholdings of Directors, Supervisors, and Senior Management The company's directors, supervisors, and senior management had no changes in their shareholdings during the reporting period, as detailed in the 2024 annual report - The company's directors, supervisors, and senior management had no changes in their shareholdings during the reporting period[126] V. Changes in Controlling Shareholder or Actual Controller The company's controlling shareholder and actual controller remained unchanged during the reporting period - The company's controlling shareholder did not change during the reporting period[127] - The company's actual controller did not change during the reporting period[127] VI. Preferred Share Information The company had no preferred shares during the reporting period - The company reported no preferred shares during the reporting period[128] Part VII Bond-Related Information Bond-Related Information The company had no bond-related information during the reporting period - The company reported no bond-related information during the reporting period[130] Part VIII Financial Report I. Audit Report The company's semi-annual financial report was unaudited - The company's semi-annual financial report was unaudited[132] II. Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owner's equity for the first half of 2025, offering a comprehensive view of its financial position, operating results, and cash flows Consolidated Balance Sheet (Summary) | Item | Period-End Balance (Yuan) | Period-Beginning Balance (Yuan) | | :--- | :--- | :--- | | Total Assets | 2,493,049,315.44 | 2,564,863,398.23 | | Total Liabilities | 2,112,193,257.31 | 2,102,248,412.58 | | Total Owner's Equity | 380,856,058.13 | 462,614,985.65 | Consolidated Income Statement (Summary) | Item | H1 2025 (Yuan) | H1 2024 (Yuan) | | :--- | :--- | :--- | | Total Operating Revenue | 870,214,982.81 | 813,566,774.11 | | Operating Profit | -93,133,599.51 | -96,433,722.91 | | Net Profit | -81,758,927.52 | -87,568,801.46 | | Net Profit Attributable to Parent Company Shareholders | -78,386,337.67 | -86,486,357.88 | | Basic Earnings Per Share | -0.1383 | -0.1525 | Consolidated Cash Flow Statement (Summary) | Item | H1 2025 (Yuan) | H1 2024 (Yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 28,739,108.36 | 81,483,758.70 | | Net Cash Flow from Investing Activities | -10,721,212.52 | -4,321,163.81 | | Net Cash Flow from Financing Activities | 12,914,445.55 | 35,710,834.98 | | Net Increase in Cash and Cash Equivalents | 30,292,820.63 | 112,705,134.30 | III. Company Overview Established on February 26, 2004, the company's total share capital reached 566,956,280 shares by June 30, 2025, with its main business in computer, communication, and other electronic equipment manufacturing, and 12 subsidiaries included in the consolidated financial statements - The company's predecessor was Shenzhen Zowee Technology Development Co., Ltd., established on February 26, 2004[162] - As of June 30, 2025, the company's total share capital was 566,956,280.00 shares, with a registered capital of 566,956,280.00 Yuan[174] - The company's main business is providing R&D, design, manufacturing, and sales services for network communication, consumer electronics, and smart terminal products[175] - A total of 12 subsidiaries were included in the scope of consolidated financial statements for the current period[176] IV. Basis of Financial Statement Preparation The company's financial statements are prepared on a going concern basis, adhering to the "Enterprise Accounting Standards" issued by the Ministry of Finance and relevant CSRC regulations, primarily using historical cost measurement and providing for asset impairment - The company's financial statements are prepared on a going concern basis, in accordance with the "Enterprise Accounting Standards" issued by the Ministry of Finance and the "Reporting Rules for Information Disclosure by Companies Issuing Securities No. 15 - General Provisions for Financial Reports" (Revised in 2023) issued by the China Securities Regulatory Commission, based on actual transactions and events[178] - The company's accounting is based on the accrual basis, and except for certain financial instruments, these financial statements are measured at historical cost[178] V. Significant Accounting Policies and Estimates This section details the company's specific accounting policies and estimates for business combinations, financial instruments, accounts receivable, inventories, fixed assets, intangible assets, revenue recognition, government grants, and leases, ensuring accuracy and comparability in financial reporting - The financial statements prepared by the company comply with the requirements of enterprise accounting standards, truly and completely reflecting the company's consolidated and parent company financial position as of June 30, 2025, and the consolidated and parent company operating results and cash flows for the first half of 2025, and other relevant information[181] Materiality Standards | Item | Materiality Standard | | :--- | :--- | | Significant individually impaired accounts receivable | Overdue and accounts receivable balance ≥ 1 million Yuan | | Significant investment activities | Single investment activity amount ≥ 30 million Yuan | | Significant construction in progress projects | Single construction in progress amount ≥ 10 million Yuan | - The company classifies financial assets into those measured at amortized cost, at fair value through other comprehensive income, and at fair value through profit or loss, based on the business model for managing financial assets and the contractual cash flow characteristics of the financial assets[201] - The company's specific methods for recognizing revenue from goods sales are: domestic sales are generally recognized when goods are dispatched and accepted by the customer; international sales are recognized when goods are dispatched and customs declaration is completed; e-commerce retail sales are recognized when goods are expected to be delivered or when the platform has settled[260] VI. Taxation The company's main taxes include VAT, urban maintenance and construction tax, enterprise income tax, and education surcharges, with the company and its subsidiaries enjoying a 15% high-tech enterprise income tax rate, and some overseas subsidiaries exempt from corporate profits tax Main Tax Categories and Rates | Tax Category | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax | Sales of goods, taxable sales of services | 13%, 9%, 6%, 3% | | Urban Maintenance and Construction Tax | Amount of turnover tax paid | 7% | | Enterprise Income Tax | Taxable income | 15%, 25% | | Education Surcharge | Amount of turnover tax paid | 3%, 2% | - The company and its wholly-owned subsidiary Zhuohua Liansheng passed the high-tech enterprise re-assessment and will pay enterprise income tax at a 15% rate from 2023 to 2025[275] - Zowee Hong Kong and Silicon Valley Lingjing are exempt from corporate profits tax as all their profits are derived from outside Hong Kong, as confirmed by the Hong Kong tax authorities[276] VII. Notes to Consolidated Financial Statement Items This section details the period-end and period-beginning balances and changes for consolidated financial statement items, including 193 million Yuan in restricted monetary funds, 17.95 million Yuan in accounts receivable impairment provisions, and a 39.73% decrease in R&D investment - The period-end balance of monetary funds was 358.18 million Yuan, of which 193.52 million Yuan was restricted, primarily for bank acceptance bill margins and litigation-frozen funds[278][279] - The period-end carrying value of accounts receivable was 498.28 million Yuan, with 17.95 million Yuan provided for bad debts in the current period[296][300] - The period-end carrying value of inventories was 137.33 million Yuan, with inventory write-down provisions and contract performance cost impairment provisions totaling 20.81 million Yuan[352][355] - The period-end carrying value of fixed assets was 474.92 million Yuan, with depreciation of 29.24 million Yuan recognized in the current period[397] - Current period operating revenue was 870.21 million Yuan, operating cost was 830.37 million Yuan, and main business gross profit margin was 4.58%[509][511] - Current period financial expenses were 20.86 million Yuan, primarily including unrecognized financing expenses and factoring financing expenses[519] VIII. Research and Development Expenses The company's total R&D expenditure for the reporting period was 16.54 million Yuan, entirely expensed, representing a 39.73% decrease year-on-year, primarily allocated to employee compensation, depreciation, amortization, and material consumption R&D Expenditure Details | Item | Amount Incurred in Current Period (Yuan) | Amount Incurred in Prior Period (Yuan) | | :--- | :--- | :--- | | Employee Compensation | 14,658,331.81 | 21,877,043.16 | | Depreciation and Amortization | 1,038,662.18 | 3,182,286.30 | | Material Consumption | 244,858.69 | 312,062.50 | | Service Fees | 10,478.71 | 826,205.23 | | Equipment Lease Fees | 10,879.56 | 82,077.37 | | Experiment and Testing Fees | 28,005.13 | 155,907.04 | | Other | 548,260.75 | 1,006,071.26 | | Total | 16,539,476.83 | 27,441,652.86 | | Of which: Expensed R&D Expenditure | 16,539,476.83 | 27,441,652.86 | | Capitalized R&D Expenditure | 0.00 | 0.00 | - All R&D expenditures in the current period were expensed, with no capitalized R&D expenditures[563] IX. Changes in Consolidation Scope The company's consolidation scope changed due to the establishment of two new wholly-owned subsidiaries, Tianjin Jiuzhang Zhizao Technology Co., Ltd. and Tianjin Gongmei Technology Development Co., Ltd., with no non-same control or same control business combinations or disposals of subsidiaries - Tianjin Jiuzhang Zhizao Technology Co., Ltd. and Tianjin Gongmei Technology Development Co., Ltd. were newly established in the current period and included in the consolidation scope[575] - The company reported no transactions or events resulting in the loss of control over subsidiaries during the reporting period[574] X. Interests in Other Entities This section discloses the company's equity interests in 12 subsidiaries, including Zowee Hong Kong and Silicon Valley Lingjing, noting that Silicon Valley Lingjing, a significant non-wholly-owned subsidiary, reported a negative net profit, and the associate Shenzhen Shenchuanggu Technology Services Co., Ltd. has been written down to zero due to excess losses Composition of Enterprise Group (Partial) | Subsidiary Name | Registered Capital | Main Operating Location | Business Nature | Shareholding Proportion (Direct) | | :--- | :--- | :--- | :--- | :--- | | Zowee Hong Kong | 100,000.00 | Hong Kong | General business trade | 100.00% | | Tianjin Zhuoda | 163,344,700.00 | Tianjin | Production, sales of network communication, mobile terminal products | 100.00% | | Zowee Intelligent Manufacturing | 250,000,000.00 | Shenzhen | Assembly production, sales of network communication, mobile terminal products | 100.00% | | Silicon Valley Lingjing | 100,000.00 | Hong Kong | General business trade | 0.00% (Indirect 51.00%) | - Significant non-wholly-owned subsidiary Silicon Valley Lingjing Co., Ltd. reported a net loss of -6.88 million Yuan in the current period[581] - Associate Shenzhen Shenchuanggu Technology Services Co., Ltd. has incurred excess losses, and its carrying value has been written down to 0[389] XI. Government Grants The company's deferred income from government grants totaled 56.22 million Yuan at period-end, primarily asset-related and recognized over the assets' useful lives, with 7.53 million Yuan recognized in other income during the current period Liability Items Involving Government Grants | Accounting Account | Beginning Balance (Yuan) | New Grants in Current Period (Yuan) | Amount Recognized in Non-Operating Income in Current Period (Yuan) | Amount Transferred to Other Income in Current Period (Yuan) | Other Changes in Current Period (Yuan) | Ending Balance (Yuan) | Asset/Income Related | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Deferred Income | 62,735,721.92 | 0.00 | 0.00 | 6,516,523.36 | 0.00 | 56,219,198.56 | Asset-related | Government Grants Recognized in Current Profit or Loss | Accounting Account | Amount Incurred in Current Period (Yuan) | Amount Incurred in Prior Period (Yuan) | | :--- | :--- | :--- | | Other Income | 7,532,187.10 | 16,168,767.80 | - Government grants primarily include soft ground foundation subsidies, technological transformation investment subsidies, import interest subsidies, and technology equipment and intelligent management improvement project grants[491][492][493][494][495][496] XII. Risks Related to Financial Instruments The company manages market risks (currency and interest rate), credit risk, and liquidity risk through foreign currency transaction monitoring, high-credit-rated bank deposits, regular customer credit assessments, and cash flow forecasting - The company's objective in risk management is to achieve an appropriate balance between risk and return, minimizing the negative impact of risks on the company's operating performance[593] - The company's exchange rate risk primarily arises from financial assets and liabilities denominated in USD, HKD, EUR, GBP, and other currencies[594] Foreign Currency Financial Assets and Liabilities Converted to RMB | Item | USD (Yuan) | HKD (Yuan) | EUR (Yuan) | GBP (Yuan) | Other Currencies (Yuan) | Total (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 5,952,008.74 | 44,532.30 | 13.28 | 0.00 | 0.00 | 5,996,554.32 | | Accounts Receivable | 1,670,942.96 | 0.00 | 449,675.55 | 329,144.59 | 131,206.93 | 2,580,970.03 | | Other Receivables | 9,209.20 | 0.00 | 322,594.68 | 11,243.55 | 7,830.84 | 350,878.27 | | Accounts Payable | 21,178,309.43 | 0.00 | 0.00 | 0.00 | 0.00 | 21,178,309.43 | | Other Payables | 6,911,270.37 | 0.00 | 0.00 | 0.00 | 0.00 | 6,911,270.37 | | Total | 35,721,740.70 | 44,532.30 | 772,283.51 | 340,388.14 | 139,037.77 | 37,017,982.42 | - The company manages credit risk by classifying it into portfolios, primarily arising from bank deposits, notes receivable, accounts receivable, accounts receivable financing, and other receivables[595] XIII. Disclosure of Fair Value The company's period-end assets measured at fair value primarily consist of equity instrument investments within trading financial assets, totaling 25.39 million Yuan, with fair value determined by adjusted equity transaction prices, non-active market quotes, or audited/appraised reports combined with investment costs Period-End Fair Value of Assets and Liabilities Measured at Fair Value | Item | Level 1 Fair Value Measurement (Yuan) | Level 2 Fair Value Measurement (Yuan) | Level 3 Fair Value Measurement (Yuan) | Total (Yuan) | | :--- | :--- | :--- | :--- | :--- | | I. Recurring Fair Value Measurement | -- | -- | -- | -- | | (I) Trading Financial Assets | 0.00 | 0.00 | 25,391,730.45 | 25,391,730.45 | | 1. Financial assets measured at fair value through profit or loss | 0.00 | 0.00 | 25,391,730.45 | 25,391,730.45 | | (2) Equity instrument investments | 0.00 | 0.00 | 25,391,730.45 | 25,391,730.45 | - Financial assets measured at fair value through profit or loss are valued based on equity transaction prices as market prices[601] - Equity instrument investments measured at fair value through profit or loss are valued based on audited or appraised reports of the investee, combined with the company's investment cost, to determine the fair value of the equity instrument investments[603][604] XIV. Related Parties and Related Party Transactions The ultimate controlling party is Mr. Xia Chuanwu, and while no significant related party transactions occurred for goods, services, or asset transfers, the company provided several related party guarantees for subsidiaries totaling 215 million Yuan, with 45 million Yuan still outstanding - The ultimate controlling party of this enterprise is Xia Chuanwu[606] - The company reported no related party transactions involving the purchase and sale of goods or the provision and receipt of services during the reporting period[609] The Company as Guarantor (Related Party Guarantees) | Guaranteed Party | Guarantee Amount (Yuan) | Guarantee Start Date | Guarantee End Date | Guarantee Fulfilled | | :--- | :--- | :--- | :--- | :--- | | Shenzhen Zowee Intelligent Manufacturing Co., Ltd. | 55,000,000.00 | January 10, 2020 | January 10, 2025 | Yes | | Zowee Technology (Heyuan) Co., Ltd. | 75,000,000.00 | June 7, 2022 | June 6, 2027 | Yes | | Tianjin Zhuoda New Energy Technology Development Co., Ltd. | 50,000,000.00 | October 19, 2023 | October 18, 2027 | Yes | | Tianjin Zhuoda New Energy Technology Development Co., Ltd. | 45,000,000.00 | November 14, 2024 | November 13, 2028 | No | - Remuneration for key management personnel amounted to 3.77 million Yuan in the current period[624] XV. Share-Based Payments The company had no overall share-based payment arrangements, equity-settled or cash-settled share-based payments, or related expenses during the reporting period - The company reported no overall share-based payment arrangements during the reporting period[629] - The company reported no equity-settled share-based payment arrangements during the reporting period[629] - The company reported no cash-settled share-based payment arrangements during the reporting period[629] XVI. Commitments and Contingencies The company has significant long-term lease commitments for factories and dormitories, and faces contingent liabilities from multiple pending lawsuits and arbitrations, including subsidiary bankruptcy liquidation and contract disputes - Zowee Intelligent Manufacturing signed a housing lease contract with Shenzhen Interli Investment Co., Ltd., for a total leased area of 100,590.43 square meters, with a lease term until June 30, 2032[143] - Zowee Heyuan signed a lease contract with Heyuan Runye Investment Co., Ltd., for a total leased area of 108,874.36 square meters, with a lease term until August 31, 2041[144] Contingent Liabilities Arising from Pending Litigation and Arbitration | Defendant | Plaintiff | Cause of Action | Total Amount Involved (Yuan) | | :--- | :--- | :--- | :--- | | Shenzhen Zhongyi Decoration Engineering Co., Ltd. and Shenzhen Heyi Investment Development Co., Ltd. | Shenzhen Zowee Technology Co., Ltd. | Lease contract dispute | 14,310,100.00 | | Shenzhen Kexin Huacheng Communication Technology Co., Ltd. | Zowee Technology (Heyuan) Co., Ltd. | Contract for work dispute | 6,358,136.66 | | Zowee Technology (Heyuan) Co., Ltd. | Shenzhen Kexin Huacheng Communication Technology Co., Ltd. | Sales contract dispute | 3,731,460.68 | XVII. Events After the Balance Sheet Date The company reported no significant non-adjusting events or profit distribution situations after the balance sheet date - The company reported no significant non-adjusting events during the reporting period[641] - The company reported no profit distribution situations during the reporting period[642] XVIII. Other Significant Matters The company reported no prior period accounting error corrections, debt restructurings, asset exchanges, annuity plans, or discontinued operations, but secured a 10 million Yuan credit line from China Everbright Bank on January 8, 2025 - On January 8, 2025, the company signed a comprehensive credit facility agreement with China Everbright Bank Shenzhen Branch, securing a credit line of 10 million Yuan for the period from January 8, 2025, to January 7, 2026[651] XIX. Notes to Parent Company Financial Statement Items This section details parent company financial statement items, including accounts receivable of 459.03 million Yuan, other receivables of 652.61 million Yuan (largely intercompany balances), and long-term equity investments in subsidiaries totaling 725.06 million Yuan - The parent company's period-end carrying value of accounts receivable was 459.03 million Yuan, of which 459.03 million Yuan was accounts receivable for which bad debt provisions were made by portfolio[655][656] - The parent company's period-end carrying value of other receivables was 652.61 million Yuan, including 747.92 million Yuan in intercompany balances within the consolidation scope[687] - The parent company's period-end carrying value of investments in subsidiaries was 725.06 million Yuan[703] - The parent company's current period operating revenue was 640.06 million Yuan, and operating cost was **627.86 mil