Important Notice I. Statement by the Board of Directors, Supervisory Board, and Senior Management The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, assuming corresponding legal responsibilities, with the financial report being unaudited - The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report3 - This semi-annual report is unaudited5 - The company's principal officer, head of accounting, and head of the accounting department declare that the financial report is true, accurate, and complete5 V. Profit Distribution Plan or Capital Reserve to Share Capital Increase Plan Approved by the Board of Directors for the Current Reporting Period The company's 2025 semi-annual profit distribution plan proposes a cash dividend of CNY 0.26 (tax inclusive) per 10 shares to all shareholders, totaling CNY 61.33 million (tax inclusive), with no bonus shares or capital reserve conversions 2025 Semi-Annual Profit Distribution Plan | Indicator | Content | | :--- | :--- | | Cash dividend per 10 shares (tax inclusive) | CNY 0.26 | | Total proposed cash dividend (tax inclusive) | CNY 61,333,179.34 | | Bonus shares/Capital reserve to share capital increase | No | VI. Risk Statement Regarding Forward-Looking Statements Forward-looking statements in this report, such as future plans and development strategies, do not constitute a substantive commitment to investors, who are advised to be aware of investment risks - Forward-looking descriptions in this report, including future plans and development strategies, do not constitute a substantive commitment by the company to investors7 - Investors are kindly requested to be aware of investment risks and understand the differences between plans, forecasts, and commitments7 VII. Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties The company confirms that there were no non-operating funds occupied by controlling shareholders or other related parties - There were no non-operating funds occupied by controlling shareholders or other related parties8 VIII. External Guarantees Provided in Violation of Decision-Making Procedures The company confirms that no external guarantees were provided in violation of prescribed decision-making procedures - There were no external guarantees provided in violation of prescribed decision-making procedures8 IX. Whether More Than Half of the Directors Cannot Guarantee the Truthfulness, Accuracy, and Completeness of the Company's Disclosed Semi-Annual Report The company confirms that there is no situation where more than half of the directors cannot guarantee the truthfulness, accuracy, and completeness of the disclosed semi-annual report - There is no situation where more than half of the directors cannot guarantee the truthfulness, accuracy, and completeness of the company's disclosed semi-annual report8 X. Significant Risk Warning The company has detailed potential risks in the "Management Discussion and Analysis" section, advising investors to pay attention - The company has detailed potential risks in the "Potential Risks" section of "Management Discussion and Analysis" in Section III of this report8 Section I. Definitions Definitions of Common Terms This section defines common terms used in the report, including the reporting period, company name, legal regulations, and major subsidiary names, to ensure clear understanding of the content Definitions of Common Terms | Common Term | Meaning | | :--- | :--- | | Reporting Period, Current Reporting Period | Accounting period from January 1, 2025, to June 30, 2025 | | Company, This Company, Hangxiao Steel Structure | Hangxiao Steel Structure Co., Ltd | | CSRC | China Securities Regulatory Commission | | SSE | Shanghai Stock Exchange | | Handebang Building Materials | Handebang Building Materials Co., Ltd | | Henan Hangxiao | Hangxiao Steel Structure (Henan) Co., Ltd | | Wanjun Green Building | Wanjun Green Building Technology Co., Ltd | Section II. Company Profile and Key Financial Indicators I. Company Information This section provides the company's basic registration information, including its Chinese name, abbreviation, English name and abbreviation, and legal representative Company Basic Information | Indicator | Content | | :--- | :--- | | Chinese Name | 杭萧钢构股份有限公司 | | Chinese Abbreviation | 杭萧钢构 | | English Name | HANGXIAO STEEL STRUCTURE CO.,LTD | | English Name Abbreviation | HXSS | | Legal Representative | Shan Jihua | II. Contact Person and Contact Information This section lists the detailed contact information for the company's Board Secretary and Securities Affairs Representative, including name, address, phone, fax, and email, for investor communication Contact Person and Contact Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Yao Jianfeng | 7th Floor, Ruifeng International Business Building, No. 258 Zhonghe Middle Road, Hangzhou | 0571-81606798;0571-87246788-8016 | 0571-87247920 | yao.jianfeng@hxss.com.cn | | Securities Affairs Representative | Lou Yina | 5th Floor, Ruifeng International Business Building, No. 258 Zhonghe Middle Road, Hangzhou | 0571-87245217;0571-87246788-6045 | 0571-87247920 | lou.yina@hxss.com.cn | III. Brief Introduction to Changes in Basic Information The company's registered address and office address remain unchanged, as do its website and email address - The company's registered address is Xiaoshan Economic and Technological Development Zone, Hangzhou, Zhejiang Province, and its office address is 3-7th Floor, Ruifeng International Business Building, No. 258 Zhonghe Middle Road, Hangzhou, Zhejiang Province17 - There were no changes in the company's basic information during the reporting period17 IV. Brief Introduction to Changes in Information Disclosure and Document Storage Locations The company designates "China Securities Journal" and "Shanghai Securities News" for information disclosure, with the semi-annual report available on www.sse.com.cn, and the report storage location unchanged - The company's selected information disclosure newspapers are "China Securities Journal" and "Shanghai Securities News"18 - The website address for publishing the semi-annual report is www.sse.com.cn[18](index=18&type=chunk) - The company's semi-annual report is stored at the office on the 5th floor of Ruifeng International Business Building, No. 258 Zhonghe Middle Road, Hangzhou18 V. Company Stock Overview The company's A-shares are listed on the Shanghai Stock Exchange, with the stock abbreviation "Hangxiao Steel Structure" and stock code "600477" Company Stock Overview | Stock Type | Stock Exchange | Stock Abbreviation | Stock Code | Former Stock Abbreviation | | :--- | :--- | :--- | :--- | :--- | | A-share | Shanghai Stock Exchange | 杭萧钢构 | 600477 | G杭萧 | VII. Company's Key Accounting Data and Financial Indicators In the first half of 2025, the company's operating revenue decreased by 2.00% year-on-year, net profit attributable to shareholders decreased by 20.16%, and net profit after deducting non-recurring gains and losses decreased by 48.96%, with negative operating cash flow that declined by 52.25% year-on-year Key Accounting Data (January-June 2025) | Key Accounting Data | Current Reporting Period (Jan-Jun) (CNY 10,000) | Prior Year Period (CNY 10,000) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 475,953.66 | 485,653.75 | -2.00 | | Total Profit | 15,607.54 | 16,768.46 | -6.92 | | Net Profit Attributable to Shareholders of Listed Company | 12,762.64 | 15,985.29 | -20.16 | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-Recurring Gains and Losses | 7,204.71 | 14,114.72 | -48.96 | | Net Cash Flow from Operating Activities | -66,118.55 | -43,428.70 | -52.25 | | Net Assets Attributable to Shareholders of Listed Company (End of Period) | 512,215.26 | 507,573.17 | 0.91 | | Total Assets (End of Period) | 1,582,253.34 | 1,653,926.77 | -4.33 | Key Financial Indicators (January-June 2025) | Key Financial Indicators | Current Reporting Period (Jan-Jun) | Prior Year Period | YoY Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (CNY/share) | 0.054 | 0.068 | -20.59 | | Diluted Earnings Per Share (CNY/share) | 0.054 | 0.068 | -20.59 | | Basic Earnings Per Share After Deducting Non-Recurring Gains and Losses (CNY/share) | 0.030 | 0.060 | -50.00 | | Weighted Average Return on Net Assets (%) | 2.53 | 3.10 | Decrease of 0.57 percentage points | | Weighted Average Return on Net Assets After Deducting Non-Recurring Gains and Losses (%) | 1.43 | 2.74 | Decrease of 1.31 percentage points | IX. Non-Recurring Gains and Losses Items and Amounts Total non-recurring gains and losses for the current period amounted to CNY 55.58 million, primarily from disposal of non-current assets and government grants, after deducting income tax and minority interest impacts Non-Recurring Gains and Losses Items and Amounts (Unit: CNY) | Non-Recurring Gains and Losses Item | Amount | | :--- | :--- | | Gains and losses from disposal of non-current assets | 73,580,961.46 | | Government grants included in current profit and loss | 12,518,547.33 | | Gains and losses from debt restructuring | 620,447.45 | | Other non-operating income and expenses | -2,819,913.11 | | Less: Income tax impact | -14,373,676.52 | | Minority interest impact (after tax) | -13,947,054.31 | | Total | 55,579,312.30 | Section III. Management Discussion and Analysis I. Description of the Company's Industry and Main Business During the Reporting Period In the first half of 2025, the construction industry faced domestic pressure but found new opportunities in "Belt and Road" and smart construction, with the company operating a "design R&D + manufacturing + project general contracting + green building materials + construction industrial internet platform" integrated model, focusing on steel structure and EPC general contracting (I) Industry Situation During the Reporting Period In the first half of 2025, China's construction industry saw a 1.13% year-on-year decline in total output value, with a bifurcated trend of domestic pressure and overseas expansion, driven by the "Belt and Road" initiative and smart construction technologies 2025 First Half National Construction Industry Key Data | Indicator | Amount | YoY Change | | :--- | :--- | :--- | | Total Output Value | CNY 13.67 trillion | -1.13% | | Completed Output Value | CNY 4.64 trillion | -3.76% | | Total Contract Value Signed | CNY 52.46 trillion | -1.58% | | Overseas Contracted Projects Revenue | CNY 561.21 billion | +9.3% | | New Overseas Contracted Projects Value | CNY 933.19 billion | +13.7% | - Infrastructure construction and industrial upgrading demands in "Belt and Road" countries have been released, with Chinese enterprises seeing a 21% year-on-year increase in new contracted engineering orders, injecting new momentum into the construction industry28 - Smart construction, integrating new-generation information technology with industrialized construction, has been included in the national green industry support catalog, with the release of "Smart Construction Technology Guidelines" aimed at enhancing industrialization, digitalization, and greening in the construction sector29 (II) Description of Main Business During the Reporting Period The company operates a "design R&D + manufacturing + project general contracting + green building materials + construction industrial internet platform" integrated model, specializing in steel structure and EPC general contracting, with subsidiaries focusing on design, green building materials, and a B2B trading platform - The company has formed a "design R&D + manufacturing + project general contracting + green building materials + construction industrial internet platform" five-in-one integrated green building model3037 - The company's main business includes steel structure specialized contracting and EPC general contracting, with products widely used in office buildings, factories, residential buildings, hospitals, schools, sports venues, high-speed rail stations, airports, roads, and bridges31 - Zhejiang Hanlin Architectural Design Co., Ltd. provides architectural design services with steel structure prefabricated building technology as its core advantage32 - Handebang Building Materials Co., Ltd. specializes in producing floor decks and wall panels for prefabricated buildings, with its independently developed "removable bottom formwork steel truss floor deck" having obtained multiple patents33 - Wanjun Green Building Technology Co., Ltd. operates a B2B trading platform for the entire green building materials industry chain, offering product display, online bidding, real-time bidding, and real-time auctions34 II. Discussion and Analysis of Operations During the reporting period, the company secured CNY 5.24 billion in new contracts, with steel structure business at CNY 5.20 billion, a 17.03% year-on-year decrease, and achieved CNY 4.76 billion in operating revenue, a 2% year-on-year decrease, while expanding overseas and advancing digital transformation, with its smart factory recognized as a provincial advanced smart factory 2025 First Half Key Operating Indicators | Indicator | Amount | | :--- | :--- | | New Contract Orders | CNY 5.242 billion | | Awarded but Unsigned Contract Orders | CNY 705 million | | Steel Structure Business New Contract Orders | CNY 5.196 billion (YoY -17.03%) | | Operating Revenue | CNY 4.76 billion (YoY -2%) | | Net Profit Attributable to Shareholders of Listed Company | CNY 128 million | | Total Assets at Period End | CNY 15.823 billion | | Owners' Equity Attributable to Parent Company | CNY 5.122 billion | - The company continues to focus on its core steel structure business, securing significant orders such as the Envision Blade and Smart Wind Turbine Equipment Manufacturing Northern Base General Contracting Project, and the Offshore Engineering and Shield Machine Assembly General Contracting Project36 - The company has completed a series of landmark projects across Asia, Africa, Europe, and Latin America, and benefited from accelerated "Belt and Road" projects, undertaking several overseas projects during the reporting period, including the Guangdong Bangpu Engineering Material Procurement Project and the Mymensingh Kewatkhali Bridge Project in Bangladesh383940 - Leveraging independent R&D and technology introduction, the company actively promotes the deep integration of intelligent equipment, information systems, and production processes, with its industrial internet platform now in use across all holding company factories and recognized as one of Zhejiang Province's first batch of advanced smart factories in 202541 - The company has cumulatively put into operation 20 smart production lines, covering core component manufacturing for H-beams, box columns, and floor decks, effectively reducing labor and production costs while improving efficiency and product quality42 III. Analysis of Core Competitiveness During the Reporting Period With 40 years of industry experience, the company consistently delivers high-quality projects and has received numerous industry awards, boasting a national-level enterprise technology center, a postdoctoral research workstation, and over 600 national patents, supported by 18 strategically located steel structure manufacturing bases and advanced digital technology integration - As China's first listed company in the steel structure industry, the company has 40 years of experience, accumulating over 600 industry awards including the Luban Award, Zhan Tianyou Award, and China Steel Structure Gold Award43 - During the reporting period, the company was recognized among the top 50 enterprises in the 2024 architectural steel structure industry comprehensive strength statistics and as an advanced enterprise in Zhejiang Province's steel structure industry for 2024, with multiple projects receiving quality engineering awards4344 - The company possesses a national-level enterprise technology center, a postdoctoral research workstation, an academician workstation, and an industrial internet research institute, having led or participated in the compilation of over 100 national, industry, and local standards or norms, and holding over 600 national patent achievements45 - The company has established 18 steel structure manufacturing and processing bases nationwide through scientific planning, forming a production capacity and business marketing network that covers the entire country, breaking traditional transportation radius constraints, and offering a competitive price advantage47 - The company has co-established a Green Smart Building Industrial Internet Joint Laboratory with Zhejiang University-Peking University Information Technology Advanced Institute, achieving full-process digital and intelligent collaborative management through BIM, sensing, linking, knowing, and controlling technologies, big data, and cloud computing, with its industrial internet platform recognized as a provincial key industrial internet platform4849 IV. Main Operating Performance During the Reporting Period Operating revenue remained stable, but total profit and net profit attributable to the parent company declined, while selling and administrative expenses decreased due to cost control; net cash flow from operating activities was negative and decreased year-on-year, with adjustments in asset and liability structure, including a decrease in accounts receivable and total assets, and an increase in other receivables and dividends payable; the company's total external equity investment was CNY 95.62 million, and it held financial assets measured at fair value (I) Analysis of Main Business Operating revenue and cost remained relatively stable year-on-year, while selling and administrative expenses decreased due to cost control, and R&D expenses were largely unchanged; net cash flow from operating activities decreased by 52.25% year-on-year, primarily due to increased factoring product receipts Financial Statement Related Item Fluctuation Analysis (Unit: CNY) | Item | Current Period Amount | Prior Year Period Amount | Change Ratio (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 4,759,536,614.60 | 4,856,537,502.94 | -2.00 | | Operating Cost | 4,192,867,759.41 | 4,148,808,380.38 | 1.06 | | Selling Expenses | 44,439,467.77 | 61,684,735.01 | -27.96 | | Administrative Expenses | 160,435,319.43 | 192,672,717.35 | -16.73 | | Financial Expenses | 89,964,810.58 | 85,544,141.02 | 5.17 | | R&D Expenses | 194,315,518.97 | 241,183,508.04 | -19.43 | | Net Cash Flow from Operating Activities | -661,185,451.14 | -434,287,023.86 | -52.25 | | Net Cash Flow from Investing Activities | -38,200,644.93 | -175,323,945.98 | 78.21 | | Net Cash Flow from Financing Activities | 726,811,478.23 | 564,657,806.21 | 28.72 | - The decrease in selling and administrative expenses was primarily due to the company's control over sales labor costs, intermediary fees, entertainment expenses, and administrative labor costs53 - The change in net cash flow from operating activities was mainly due to an increase in factoring product receipts during the current year53 (III) Analysis of Assets and Liabilities At the end of the reporting period, total assets decreased by 4.33% year-on-year, while net assets attributable to shareholders increased by 0.91%; notes receivable, accounts receivable, and accounts receivable financing all significantly decreased, while other receivables and dividends payable substantially increased Asset and Liability Fluctuation (Unit: CNY 10,000) | Item Name | Amount at End of Current Period | % of Total Assets at End of Current Period | Amount at End of Prior Year | % of Total Assets at End of Prior Year | % Change from Prior Year End | | :--- | :--- | :--- | :--- | :--- | :--- | | Notes Receivable | 5,178.19 | 0.33 | 7,644.89 | 0.46 | -32.27 | | Accounts Receivable | 274,188.87 | 17.23 | 329,740.73 | 19.94 | -16.85 | | Accounts Receivable Financing | 733.59 | 0.05 | 2,042.60 | 0.12 | -64.09 | | Other Receivables | 19,926.62 | 1.25 | 13,179.07 | 0.80 | 51.20 | | Other Current Assets | 15,304.52 | 0.96 | 21,968.61 | 1.33 | -30.33 | | Development Expenditures | 1,429.31 | 0.09 | 1,883.80 | 0.11 | -24.13 | | Notes Payable | 21,623.96 | 1.36 | 17,705.43 | 1.07 | 22.13 | | Dividends Payable | 11,904.90 | 0.75 | 1,162.88 | 0.07 | 923.75 | - Overseas assets amounted to CNY 27.65 million, accounting for 0.17% of total assets56 (IV) Analysis of Investment Status During the reporting period, the company's total external equity investment was CNY 95.62 million, mainly involving adjustments to subsidiary registered capital and paid-in capital, and it held financial assets measured at fair value totaling CNY 518.94 million at period-end - During the reporting period, the company's total external equity investment was CNY 95.62 million58 - Wanjun Green Building Technology Co., Ltd.'s registered capital decreased from CNY 880 million to CNY 830 million, with a 100% shareholding ratio58 - The company made a paid-in capital contribution of CNY 27.86 million to Hangxiao Steel Structure (Lankao) Co., Ltd., holding a 79.97% stake, and CNY 120 million to Hangxiao Steel Structure (Hangzhou) Smart Manufacturing Co., Ltd., holding a 100% stake58 Financial Assets Measured at Fair Value (Unit: CNY 10,000) | Asset Category | Beginning Balance | Fair Value Change Gain/Loss for Current Period | Cumulative Fair Value Change Included in Equity | Amount Purchased in Current Period | Amount Sold/Redeemed in Current Period | Other Changes | Ending Balance | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Accounts Receivable Financing | 2,042.60 | 1,309.01 | | | | | 733.59 | | Other Equity Instrument Investments | 51,160.55 | | | | | | 51,160.55 | | Total | 53,203.15 | | | | | | 51,894.14 | (VI) Analysis of Major Holding and Participating Companies This section presents the financial data of the company's major holding subsidiaries, including total assets, net assets, operating revenue, operating profit, and net profit, reflecting their operational status Major Holding Subsidiary Financial Data (Unit: CNY 10,000) | Company Name | Company Type | Main Business | Registered Capital | Total Assets | Net Assets | Operating Revenue | Operating Profit | Net Profit | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shandong Hangxiao | Subsidiary | Engineering contracting, component processing | 10,000.00 | 78,206.10 | 20,932.36 | 44,137.73 | 1,315.90 | 1,253.83 | | Henan Hangxiao | Subsidiary | Engineering contracting, component processing | 5,000.00 | 64,535.25 | 11,283.38 | 30,677.48 | 1,228.67 | 1,050.79 | | Hebei Hangxiao | Subsidiary | Engineering contracting, component processing | 10,000.00 | 182,862.50 | 41,695.40 | 49,156.24 | 11,506.66 | 9,825.29 | | Jiangxi Hangxiao | Subsidiary | Engineering contracting, component processing | 10,200.00 | 67,421.45 | 21,086.33 | 25,223.75 | 1,787.41 | 1,558.07 | | Hainan Hangxiao | Subsidiary | Engineering contracting, component processing | 15,000.00 | 51,158.06 | 11,128.90 | 9,693.19 | -2,724.28 | -2,368.04 | | Handebang Building Materials | Subsidiary | Wholesale, retail, building materials | 6,300.00 | 14,717.24 | 5,040.64 | 6,524.62 | -102.20 | -1,904.92 | | Wanjun Green Building | Subsidiary | Software and information technology services | 83,000.00 | 155,879.05 | 53,372.84 | 145,420.15 | 5,238.30 | 3,925.44 | | Zhejiang Hangxiao | Subsidiary | Engineering contracting, component processing | 10,000.00 | 58,897.80 | 12,155.18 | 72,712.28 | 1,712.60 | 1,574.45 | V. Other Disclosure Matters The company faces risks from macroeconomic impacts on its main business, raw material price fluctuations, uncertainty in innovative business profitability, and labor shortages, for which it has developed response strategies; it also actively implements "quality improvement, efficiency enhancement, and return focus" action plans, emphasizing its core business, shareholder returns, information disclosure, investor communication, and corporate governance, while strengthening the responsibilities of "key minorities" (I) Potential Risks The company's main business is affected by macroeconomic conditions and fixed asset investment, with steel price fluctuations posing cost risks; innovative businesses are in early stages with unproven profitability, and rising labor costs and shortages in the construction industry present labor resource risks - The company's main business performance is closely related to macroeconomic prosperity, the scale of social fixed asset investment, and the tightness of government monetary policy, with a possibility of short-term adjustments62 - Fluctuations in steel prices will affect the company's main business profit level to some extent, and the company controls this risk through timely procurement and signing price adjustment clauses63 - Innovative businesses (Wanjun Green Building, Industrial Internet Research Institute, Hete Optoelectronics) face uncertainties and have not yet formed mature commercial profitability models, so investors are advised to be aware of investment risks64 - With continuously rising labor costs for construction workers and labor shortages across the country, the company faces the risk of not achieving expected full production due to worker scarcity65 (II) Other Disclosure Matters The company actively implemented its "quality improvement, efficiency enhancement, and return focus" action plan, securing CNY 5.24 billion in new contracts and achieving CNY 4.76 billion in revenue and CNY 128 million in net profit attributable to the parent company in the first half, while prioritizing investor returns through cash dividends, strict information disclosure, and enhanced corporate governance - During the reporting period, the company signed new contract orders totaling CNY 5.242 billion, with steel structure business new contract orders at CNY 5.196 billion, a 17.03% year-on-year decrease; operating revenue for the first half was CNY 4.76 billion, a 2% year-on-year decrease; net profit attributable to shareholders of the listed company was CNY 128 million6667 - The company conducted 2 cash dividends in 2024, totaling CNY 165.13 million (tax inclusive), accounting for 97.74% of the 2024 net profit attributable to the parent company; for the first half of 2025, it plans to distribute a cash dividend of CNY 0.26 (tax inclusive) per 10 shares to all shareholders, totaling CNY 61.33 million (tax inclusive), accounting for 48.06% of the 2025 first half net profit attributable to the parent company68 - The company strictly adheres to information disclosure regulations, actively communicating with investors through various channels such as SSE Roadshow Center, SSE E-Interaction, hotlines, email, and investor meetings69 - The company continuously improves its corporate governance structure, establishes and refines internal control systems, fully leverages the role of independent directors, and enhances scientific decision-making and risk prevention capabilities70 - The company strengthens routine supervision over controlling shareholders and management in core areas such as fund occupation, irregular guarantees, and related party transactions, and organizes special training for "key minorities" to enhance compliance awareness and performance capabilities71 Section IV. Corporate Governance, Environment, and Society I. Changes in Directors, Supervisors, and Senior Management During the reporting period, the company's eighth Board of Directors and Supervisory Board completed their terms, leading to new elections for the ninth Board (including independent directors), Supervisory Board (including employee representative supervisors and chairman), and new senior management, with several independent directors, supervisors, and vice presidents stepping down Changes in Directors, Supervisors, and Senior Management | Name | Position | Change | | :--- | :--- | :--- | | Luo Jinming | Independent Director | Resigned | | Wang Hongwen | Independent Director | Resigned | | Zhou Yongliang | Independent Director | Resigned | | Ying Ying | Chairman of Supervisory Board | Resigned | | Deng Libing | Supervisor | Resigned | | Jin Jiajia | Employee Representative Supervisor | Resigned | | Ye Jingfang | Vice President | Resigned | | Huang Xinliang | Vice President | Resigned | | Zhu Sue | Independent Director | Elected | | Shan Chenbo | Independent Director | Elected | | Dong Bin | Independent Director | Elected | | Lin Dan | Chairman of Supervisory Board, Employee Representative Supervisor | Elected | | Wu Huaying | Vice President | Resigned | | Qin Bo | Vice President | Resigned | - The company's eighth Board of Directors and Supervisory Board completed their terms, and new elections were held in accordance with relevant regulations, resulting in the ninth Board of Directors, Supervisory Board, and senior management7374 II. Profit Distribution or Capital Reserve to Share Capital Increase Plan The company's 2025 semi-annual profit distribution plan proposes a cash dividend of CNY 0.26 (tax inclusive) per 10 shares to all shareholders, totaling CNY 61.33 million (tax inclusive), with no bonus shares or capital reserve conversions, pending approval by the General Meeting of Shareholders Semi-Annual Profit Distribution Plan | Indicator | Amount/Description | | :--- | :--- | | Distribution or Capitalization | Yes | | Dividend per 10 shares (CNY) (tax inclusive) | 0.26 | | Total proposed cash dividend (tax inclusive) | CNY 61,333,179.34 | | Bonus shares | No | | Capital reserve to share capital increase | No | - This profit distribution plan is subject to approval by the company's General Meeting of Shareholders75 III. Company's Equity Incentive Plan, Employee Stock Ownership Plan, or Other Employee Incentive Measures and Their Impact The company's 2022 employee stock ownership plan's three exercise periods failed to meet performance targets, rendering the corresponding stock rights unexercisable; the company will process the cancellation or use of these shares for future employee stock ownership or equity incentive plans after review and disclosure - The company's 2022 employee stock ownership plan's first, second, and third exercise periods did not meet the company's performance assessment targets76 - The stock rights corresponding to the unachieved exercise periods cannot be exercised and will subsequently be canceled or used for future employee stock ownership plans or equity incentive plans76 - The company has repurchased a total of 9,997,714 shares, all held in the company's dedicated repurchase securities account, and will be entirely used for the employee stock ownership plan76 IV. Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information by Law Eight of the company's major subsidiaries are included in the list of enterprises required to disclose environmental information by law, and their environmental information disclosure reports can be accessed through the respective provincial and municipal ecological environment department's enterprise environmental information disclosure systems Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information by Law | No. | Enterprise Name | Query Index for Environmental Information Disclosure Report | | :--- | :--- | :--- | | 1 | Hangxiao Steel Structure (Shandong) Co., Ltd. | Enterprise Environmental Information Disclosure System (Shandong) | | 2 | Hangxiao Steel Structure (Hebei) Construction Co., Ltd. | Enterprise Environmental Information Disclosure System (Hebei) | | 3 | Hangxiao Steel Structure (Tangshan) Co., Ltd. | Enterprise Environmental Information Disclosure System (Hebei) | | 4 | Hangxiao Steel Structure (Jiangxi) Co., Ltd. | Jiangxi Provincial Department of Ecology and Environment - Enterprise Environmental Information Disclosure System (Jiangxi) | | 5 | Hangxiao Steel Structure (Guangdong) Co., Ltd. | Guangdong Provincial Department of Ecology and Environment - Enterprise Environmental Information Disclosure System | | 6 | Hangxiao Steel Structure (Bozhou) Co., Ltd. | Enterprise Environmental Information Disclosure System (Anhui) | | 7 | Hangxiao Steel Structure (Hainan) Co., Ltd. | Enterprise Environmental Information Disclosure System (Hainan) | | 8 | Hangxiao Steel Structure (Zhejiang) Co., Ltd. | Zhejiang Provincial Department of Ecology and Environment - Enterprise Environmental Information Disclosure System | Section V. Significant Matters I. Fulfillment of Commitments The company's actual controller, Mr. Shan Yinmu, has timely and strictly fulfilled his commitment to resolve horizontal competition during the reporting period, which remains long-term effective - The company's actual controller, Mr. Shan Yinmu, has timely and strictly fulfilled his commitment to resolve horizontal competition, with the commitment period being long-term effective81 II. Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties During the Reporting Period During the reporting period, the company had no non-operating funds occupied by controlling shareholders or other related parties - During the reporting period, the company had no non-operating funds occupied by controlling shareholders or other related parties82 III. Irregular Guarantees During the reporting period, the company had no irregular guarantees - During the reporting period, the company had no irregular guarantees82 VII. Significant Litigation and Arbitration Matters During the reporting period, the company was involved in multiple significant litigation and arbitration cases, primarily construction contract disputes, with some cases in enforcement, some settled through asset-for-debt swaps or payment of engineering fees, and remaining balances still under compulsory enforcement Overview of Significant Litigation and Arbitration Matters (Unit: CNY 10,000) | Plaintiff | Defendant | Litigation/Arbitration Type | Amount Involved in Litigation (Arbitration) | Litigation (Arbitration) Progress | | :--- | :--- | :--- | :--- | :--- | | The Company | Baotou Guorui Tan Gu Co., Ltd. | Construction contract dispute | 5,153.55 | Enforcement procedure, remaining balance under compulsory enforcement | | The Company | Inner Mongolia Kaide Real Estate Development Co., Ltd., Hohhot Post Office | Construction contract dispute | 2,049.08 | Enforcement procedure, remaining balance under compulsory enforcement | | The Company | Guizhou Xingdong National Big Health Industry Co., Ltd. | Construction contract dispute | 6,204.79 | Enforcement procedure, remaining balance under enforcement | | The Company | Yunnan Boxin Real Estate Development Co., Ltd. | Construction contract dispute | 1,354.85 | Enforcement procedure, remaining balance under enforcement, bankruptcy liquidation applied (not yet accepted) | | The Company | Zhejiang Guangchuan Construction Co., Ltd. | Construction contract dispute | 1,132.30 | Settled | | The Company | Chenggong District Dacheng Real Estate Co., Ltd. | Construction contract dispute | 7,645.66 | Settled | | The Company | Sichuan Gaobiao Engineering Construction Co., Ltd., Xichang Global Qionghai Bin Cultural Tourism Development Co., Ltd. | Construction contract dispute | 15,505.13 | Enforcement procedure, remaining balance under enforcement | | Jiangxi Hangxiao | Sichuan Gaobiao Construction Engineering Co., Ltd. | Construction contract dispute | 7,205.50 | Enforcement procedure, remaining balance under enforcement | | Jiangxi Hangxiao | Global Century Exhibition Tourism (Xianning) Co., Ltd. | Construction contract dispute | 2,359.71 | Enforcement procedure, remaining balance under enforcement | | Jiangxi Hangxiao | China Railway Tunnel Bureau Group Construction Co., Ltd. | Construction engineering professional subcontracting contract dispute | 1,094.13 | Arbitration procedure | | Hebei Hangxiao | Tianjin Construction Engineering General Contracting Co., Ltd. | Construction contract dispute | 2,812.49 | Enforcement procedure, remaining balance under enforcement | | Hebei Hangxiao | Ningxia Beifang Caixin Construction Group Co., Ltd. | Construction contract dispute | 1,205.63 | Enforcement procedure, remaining balance under enforcement | | Wanjun Green Building | Huludao Lijia Real Estate Development Co., Ltd. | Sales contract dispute | 1,331.34 | Enforcement procedure, remaining balance under enforcement | | Hete Optoelectronics | Shaanxi Ganghua Jianneng Power Engineering Co., Ltd. | Sales contract dispute | 1,302.48 | Second instance procedure | | Hete Optoelectronics | Guangzhou Zhidou New Energy Co., Ltd. | Sales contract dispute | 645.25 | Pre-litigation mediation | IX. Explanation of the Integrity Status of the Company, its Controlling Shareholder, and Actual Controller During the Reporting Period During the reporting period, the company, its controlling shareholder, and actual controller maintained good integrity, with no unfulfilled court judgments or significant overdue debts - During the reporting period, the integrity status of the company, its controlling shareholder, and actual controller was good89 - There were no unfulfilled court judgments or significant overdue debts89 X. Significant Related Party Transactions The company engaged in daily related party transactions involving procurement of goods and acceptance/provision of labor services, with actual procurement of installation materials totaling CNY 12.01 million, acceptance of labor services totaling CNY 15.74 million, and provision of labor services totaling CNY 0.10 million in the current period (I) Related Party Transactions Related to Daily Operations In the first half of 2025, the company engaged in daily related party transactions, primarily involving the procurement of installation materials from Hangzhou Dingnai Building Materials Co., Ltd. and Hangzhou Haohe Bolt Co., Ltd., acceptance of labor services from Hangzhou Bingyu Architectural Decoration Co., Ltd., Hangzhou Green Property Management Co., Ltd., and Zhejiang Boshun Supply Chain Management Co., Ltd., and provision of labor services to Wanjun Real Estate (Tiantai) Co., Ltd. and others - From January to June 2025, the company's actual procurement of installation materials amounted to: Hangzhou Dingnai Building Materials Co., Ltd. CNY 3.23 million, Hangzhou Haohe Bolt Co., Ltd. CNY 9.75 million91 - From January to June 2025, the company's actual acceptance of labor services amounted to: Hangzhou Bingyu Architectural Decoration Co., Ltd. CNY 1.03 million, Hangzhou Green Property Management Co., Ltd. CNY 1.57 million, Zhejiang Boshun Supply Chain Management Co., Ltd. CNY 13.14 million91 - From January to June 2025, the company's provision of labor services amounted to: Wanjun Real Estate (Tiantai) Co., Ltd. CNY 0.0458 million, Wanjun Real Estate (Huaian) Co., Ltd. CNY 0.0286 million, Wanjun Real Estate (Baotou) Co., Ltd. CNY 0.0057 million, Baotou Wanjun Property Co., Ltd. CNY 0.0172 million91 XI. Significant Contracts and Their Performance During the reporting period, the company's main external guarantees were for its subsidiaries, with a total outstanding guarantee balance of CNY 2.43 billion at period-end, representing 44.59% of the company's net assets, including CNY 1.13 billion in debt guarantees for entities with an asset-liability ratio exceeding 70% (II) Significant Guarantees Performed and Not Yet Completed During the Reporting Period During the reporting period, the company's guarantees for subsidiaries totaled CNY 958.67 million, with an outstanding balance of CNY 2.43 billion at period-end; the total guarantee amount represents 44.59% of the company's net assets, including CNY 1.13 billion in debt guarantees for entities with an asset-liability ratio exceeding 70% Company Total Guarantee Situation (Unit: CNY 10,000) | Indicator | Amount | | :--- | :--- | | Total guarantees for subsidiaries incurred during the reporting period | 95,867.00 | | Total outstanding guarantees for subsidiaries at the end of the reporting period (B) | 242,977.37 | | Total guarantees (A+B) | 242,977.37 | | Total guarantees as a percentage of the company's net assets (%) | 44.59 | | Amount of guarantees provided for shareholders, actual controllers, and their related parties (C) | 0 | | Amount of debt guarantees provided directly or indirectly for guaranteed entities with an asset-liability ratio exceeding 70% (D) | 112,935.95 | | Amount of total guarantees exceeding 50% of net assets (E) | 0 | | Total of the above three guarantee amounts (C+D+E) | 112,935.95 | XII. Explanation of Progress in Use of Raised Funds The company raised a total of CNY 818.52 million, with cumulative investment reaching CNY 821.59 million by the end of the reporting period, exceeding 100% of the planned investment; funds were primarily used for green prefabricated building R&D, smart manufacturing, and working capital, with all temporary supplements to working capital from idle raised funds repaid on schedule (I) Overall Use of Raised Funds The company raised a total of CNY 818.52 million through targeted share issuance, with cumulative investment reaching CNY 821.59 million by the end of the reporting period, exceeding 100% of the total planned investment Overall Use of Raised Funds (Unit: CNY 10,000) | Source of Raised Funds | Date Funds Received | Total Raised Funds | Net Raised Funds (1) | Total Committed Investment in Prospectus (2) | Cumulative Investment of Raised Funds at End of Reporting Period (4) | Cumulative Investment Progress of Raised Funds at End of Reporting Period (%) (6)=(4)/(1) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Targeted Share Issuance | January 20, 2022 | 58,852.43 | 58,852.43 | 58,852.43 | 59,159.32 | 100.52 | | Targeted Share Issuance | January 20, 2022 | 3,000.00 | 3,000.00 | 3,000.00 | 3,000.00 | 100.00 | | Targeted Share Issuance | January 20, 2022 | 20,000.00 | 20,000.00 | 20,000.00 | 20,000.00 | 100.00 | | Total | / | 81,852.43 | 81,852.43 | 81,852.43 | 82,159.32 | / | (II) Details of Raised Fund Investment Projects The company's raised fund investment projects, including green prefabricated building R&D, smart manufacturing, and working capital, have all reached or exceeded 100% of their cumulative investment progress Details of Raised Fund Investment Projects (Unit: CNY 10,000) | Project Name | Planned Total Investment of Raised Funds (1) | Cumulative Investment of Raised Funds at End of Reporting Period (2) | Cumulative Investment Progress at End of Reporting Period (%) (3)=(2)/(1) | | :--- | :--- | :--- | :--- | | Green Prefabricated Building R&D, Smart Manufacturing Construction, and Digital Management Demonstration Base Project | 58,852.43 | 59,159.32 | 100.52 | | Smart Manufacturing and Information Management R&D Platform Project | 3,000.00 | 3,000.00 | 100.00 | | Supplement Working Capital/Repay Loans | 20,000.00 | 20,000.00 | 100.00 | | Total | 81,852.43 | 82,159.32 | / | (IV) Other Circumstances Regarding the Use of Raised Funds During the Reporting Period The company completed the replacement of CNY 19.44 million of self-raised funds pre-invested in projects and paid issuance expenses in March 2022, and has repeatedly used idle raised funds to temporarily supplement working capital in March 2022, February 2023, and February 2024, all of which were fully repaid to the special raised funds account within the authorized period - The company completed the replacement of CNY 19.44 million of self-raised funds pre-invested in raised fund projects on March 4, 2022101102 - The company repeatedly used idle raised funds to temporarily supplement working capital on March 4, 2022, February 2, 2023, and February 1, 2024, with amounts not exceeding CNY 500 million, CNY 500 million, and CNY 180 million, respectively103 - All idle raised funds used to supplement working capital have been fully repaid to the company's special raised funds account within the authorized use period103104 (V) Concluding Opinions of Intermediary Agencies on the Special Verification and Attestation of the Storage and Use of Raised Funds CITIC Securities Co., Ltd. and Dahua Certified Public Accountants (Special General Partnership) both issued special verification and attestation reports on the company's raised funds storage and use for 2024, concluding that the company used the funds in accordance with regulations and that the special report fairly reflected the situation - CITIC Securities Co., Ltd. believes that the company has placed raised funds in special accounts and used the relevant raised funds in accordance with regulations in 2024105 - Dahua Certified Public Accountants (Special General Partnership) believes that the company's special report on raised funds fairly reflects the storage and use of raised funds by Hangxiao Steel Structure Co., Ltd. in 2024 in all material respects105 Section VI. Share Changes and Shareholder Information I. Changes in Share Capital During the reporting period, there were no changes in the company's total share capital or share structure - During the reporting period, there were no changes in the company's total share capital or share structure108 II. Shareholder Information As of the end of the reporting period, the company had 65,814 common shareholders; among the top ten shareholders, Mr. Shan Yinmu held the highest proportion at 38.19%, with some of his shares pledged, and Mr. Shan Jihua is an acting-in-concert party with Mr. Shan Yinmu Total Number of Shareholders | Indicator | Quantity | | :--- | :--- | | Total number of common shareholders at the end of the reporting period (households) | 65,814 | | Total number of preferred shareholders with restored voting rights at the end of the reporting period (households) | 0 | Top Ten Shareholders' Shareholding (Unit: Shares) | Shareholder Name | Number of Shares Held at Period End | Proportion (%) | Number of Restricted Shares Held | Share Status | Quantity | Shareholder Nature | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shan Yinmu | 904,713,764 | 38.19 | 0 | Pledged | 416,520,000 | Domestic Natural Person | | Fang Yihua | 31,900,000 | 1.35 | 0 | Unpledged | | Domestic Natural Person | | Hong Kong Securities Clearing Company Limited | 31,247,141 | 1.32 | 0 | Unknown | | Unknown | | Zhejiang Guotai Construction Group Co., Ltd. | 29,486,700 | 1.24 | 0 | Unpledged | | Domestic Non-State-Owned Legal Person | | Fang Liping | 26,100,000 | 1.10 | 0 | Unpledged | | Domestic Natural Person | | Lu Yongjun | 22,440,941 | 0.95 | 0 | Unpledged | | Domestic Natural Person | | Chen Hui | 19,845,972 | 0.84 | 0 | Pledged | 8,000,000 | Domestic Natural Person | | China Merchants Bank Co., Ltd. - Southern CSI 1000 ETF | 15,276,682 | 0.64 | 0 | Unknown | | Other | | Shan Jihua | 14,904,900 | 0.63 | 0 | Unpledged | | Domestic Natural Person | | Ji Hongdi | 9,575,591 | 0.40 | 0 | Unpledged | | Domestic Natural Person | - Mr. Shan Jihua is an acting-in-concert party with Mr. Shan Yinmu112 - As of the end of this reporting period, the company's dedicated repurchase securities account held 9,997,714 shares of the company's stock, accounting for 0.42% of the company's total share capital112 Section VII. Bond-Related Information I. Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments During the reporting period, the company had no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments - During the reporting period, the company had no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments115 II. Convertible Corporate Bonds During the reporting period, the company had no convertible corporate bonds - During the reporting period, the company had no convertible corporate bonds115 Section VIII. Financial Report I. Audit Report This semi-annual report is unaudited - This semi-annual report is unaudited117 II. Financial Statements This section presents the company's 2025 semi-annual consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, comprehensively reflecting the company's financial position, operating results, and cash flow Consolidated Balance Sheet As of June 30, 2025, the company's consolidated total assets were CNY 15.82 billion, total liabilities were CNY 10.37 billion, and total owners' equity attributable to the parent company was CNY 5.12 billion Consolidated Balance Sheet Key Data (Unit: CNY) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Assets | 15,822,533,422.21 | 16,539,267,675.51 | | Total Liabilities | 10,373,953,084.59 | 11,113,473,192.03 | | Total Owners' Equity Attributable to Parent Company | 5,122,152,571.07 | 5,075,731,722.98 | | Minority Interests | 326,427,766.55 | 350,062,760.50 | | Total Owners' Equity | 5,448,580,337.62 | 5,425,794,483.48 | Parent Company Balance Sheet As of June 30, 2025, the parent company's total assets were CNY 8.81 billion, total liabilities were CNY 3.40 billion, and total owners' equity was CNY 5.42 billion Parent Company Balance Sheet Key Data (Unit: CNY) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Assets | 8,813,075,065.34 | 9,056,907,778.91 | | Total Liabilities | 3,397,205,512.48 | 3,924,699,623.20 | | Total Owners' Equity | 5,415,869,552.86 | 5,132,208,155.71 | Consolidated Income Statement For January-June 2025, the company's consolidated total operating revenue was CNY 4.76 billion, total profit was CNY 156.08 million, net profit attributable to parent company shareholders was CNY 127.63 million, and basic earnings per share were CNY 0.054 Consolidated Income Statement Key Data (Unit: CNY) | Item | 2025 Semi-Annual | 2024 Semi-Annual | | :--- | :--- | :--- | | Total Operating Revenue | 4,759,536,614.60 | 4,856,537,502.94 | | Total Operating Costs | 4,716,779,068.84 | 4,760,465,135.48 | | Total Profit | 156,075,419.76 | 167,684,596.44 | | Net Profit Attributable to Parent Company Shareholders | 127,626,372.80 | 159,852,889.32 | | Basic Earnings Per Share (CNY/share) | 0.054 | 0.068 | Parent Company Income Statement For January-June 2025, the parent company's operating revenue was CNY 1.31 billion, total profit was CNY 386.16 million, and net profit was CNY 368.36 million Parent Company Income Statement Key Data (Unit: CNY) | Item | 2025 Semi-Annual | 2024 Semi-Annual | | :--- | :--- | :--- | | Operating Revenue | 1,310,253,653.15 | 1,651,912,413.23 | | Operating Cost | 1,080,994,335.35 | 1,399,264,340.87 | | Total Profit | 386,164,950.70 | 305,656,658.88 | | Net Profit | 368,356,147.41 | 293,387,705.02 | Consolidated Cash Flow Statement For January-June 2025, the company's net cash flow from operating activities was -CNY 661.19 million, from investing activities was -CNY 38.20 million, and from financing activities was CNY 726.81 million Consolidated Cash Flow Statement Key Data (Unit: CNY) | Item | 2025 Semi-Annual | 2024 Semi-Annual | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -661,185,451.14 | -434,287,023.86 | | Net Cash Flow from Investing Activities | -38,200,644.93 | -175,323,945.98 | | Net Cash Flow from Financing Activities | 726,811,478.23 | 564,657,806.21 | | Net Increase in Cash and Cash Equivalents | 27,507,787.63 | -44,967,890.46 | Parent Company Cash Flow Statement For January-June 2025, the parent company's net cash flow from operating activities was -CNY 238.01 million, from investing activities was -CNY 30.86 million, and from financing activities was CNY 237.17 million Parent Company Cash Flow Statement Key Data (Unit: CNY) | Item | 2025 Semi-Annual | 2024 Semi-Annual | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -238,010,995.18 | -41,323,343.10 | | Net Cash Flow from Investing Activities | -30,862,248.76 | -18,820,147.01 | | Net Cash Flow from Financing Activities | 237,167,293.49 | 34,097,643.66 | | Net Increase in Cash and Cash Equivalents | -31,705,950.45 | -26,045,846.45 | [Consolidated Statement of Changes in Owners' Equity](index=47&type=section&id=%E5%90%88%E5%B9%B6%E6%89%80
杭萧钢构(600477) - 2025 Q2 - 季度财报