名家汇(300506) - 2025 Q2 - 季度财报

Section I Important Notice, Table of Contents, and Definitions Important Notice The Board of Directors, Supervisory Board, and senior management guarantee the report's accuracy, with no cash dividends or share transfers planned - The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, free from false records, misleading statements, or major omissions[4] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[5] - Risk factors faced by the company are detailed in "Section III Management Discussion and Analysis," "X. Risks Faced by the Company and Countermeasures"[4] Table of Contents This section clearly lists the eight main chapters of the report and their corresponding starting page numbers for easy reference Report Chapter Directory | Chapter | Title | Page Number | | :--- | :--- | :--- | | Section I | Important Notice, Table of Contents, and Definitions | 2 | | Section II | Company Profile and Key Financial Indicators | 6 | | Section III | Management Discussion and Analysis | 9 | | Section IV | Corporate Governance, Environment, and Society | 20 | | Section V | Significant Matters | 23 | | Section VI | Share Changes and Shareholder Information | 32 | | Section VII | Bond-Related Information | 38 | | Section VIII | Financial Report | 39 | Definitions This section defines key terms used in the report, clarifying "Company" and "Mingjiahui" as Shenzhen Mingjiahui Technology Co., Ltd., and "Reporting Period" as January 1 to June 30, 2025 - Company, Mingjiahui: Refers to Shenzhen Mingjiahui Technology Co., Ltd[13] - Reporting Period: Refers to January 1, 2025, to June 30, 2025[13] - Yuan, CNY 10,000, CNY 100 million: Refer to Renminbi Yuan, Renminbi CNY 10,000, Renminbi CNY 100 million[13] Section II Company Profile and Key Financial Indicators I. Company Profile This section outlines the company's basic information, including its stock ticker "ST Mingjiahui," stock code 300506, legal representative Cheng Zongyu, and contact details for the Board Secretary Li Hairong Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | ST Mingjiahui | | Stock Code | 300506 | | Stock Exchange | Shenzhen Stock Exchange | | Company's Chinese Name | 深圳市名家汇科技股份有限公司 | | Company's Legal Representative | 程宗玉 | Contact Information | Position | Name | Phone | | :--- | :--- | :--- | | Board Secretary | 李海荣 | 0755-26067248 | | Securities Affairs Representative | 饶依琳 | 0755-26067248 | - The company's registered address, office address, website, and email address remained unchanged during the reporting period[17] - Information disclosure and placement locations remained unchanged during the reporting period[18] - The company's registration status remained unchanged during the reporting period[19] IV. Key Accounting Data and Financial Indicators The company's key accounting data and financial indicators show a significant 50.43% revenue decline, a 467.46% increase in net loss, negative operating cash flow, and reduced total assets and net assets, indicating severe operational challenges Key Accounting Data and Financial Indicators (Current Reporting Period vs. Prior Year Period) | Indicator | Current Reporting Period (CNY) | Prior Year Period (CNY) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 39,757,546.53 | 80,206,916.58 | -50.43% | | Net Profit Attributable to Shareholders of Listed Company | -80,880,046.34 | -14,252,890.52 | -467.46% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains and Losses) | -85,314,899.66 | -22,734,132.81 | -275.27% | | Net Cash Flow from Operating Activities | -60,266,851.38 | 5,300,202.59 | -1,237.07% | | Basic Earnings Per Share (CNY/share) | -0.12 | -0.02 | -500.00% | | Diluted Earnings Per Share (CNY/share) | -0.12 | -0.02 | -500.00% | | Weighted Average Return on Net Assets | -144.43% | -10.40% | -134.03% | Key Accounting Data and Financial Indicators (End of Current Reporting Period vs. End of Prior Year) | Indicator | End of Current Reporting Period (CNY) | End of Prior Year (CNY) | Change from Prior Year-End (%) | | :--- | :--- | :--- | :--- | | Total Assets | 683,344,963.21 | 792,729,388.46 | -13.80% | | Net Assets Attributable to Shareholders of Listed Company | 15,560,055.53 | 96,440,101.87 | -83.87% | V. Differences in Accounting Data Under Domestic and Overseas Accounting Standards The company reported no differences in net profit and net assets between international or overseas accounting standards and Chinese accounting standards during the reporting period - The company's financial reports for the reporting period show no differences in net profit and net assets between International Accounting Standards and Chinese Accounting Standards[21] - The company's financial reports for the reporting period show no differences in net profit and net assets between overseas accounting standards and Chinese Accounting Standards[22] VI. Non-Recurring Gains and Losses Items and Amounts Total non-recurring gains and losses for the period amounted to CNY 4.43 million, primarily from disposal of non-current assets, government grants, and reversal of impairment provisions for receivables, offset by other non-operating income and expenses Non-Recurring Gains and Losses Items and Amounts | Item | Amount (CNY) | | :--- | :--- | | Gains or losses on disposal of non-current assets (including the write-off portion of asset impairment provisions already made) | 1,266,178.59 | | Government grants recognized in current profit or loss (excluding those closely related to the company's normal operations, compliant with national policies, enjoyed according to fixed standards, and having a continuous impact on the company's profit or loss) | 121,036.68 | | Reversal of impairment provisions for receivables subject to separate impairment testing | 4,586,091.63 | | Other non-operating income and expenses apart from the above items | -1,538,453.58 | | Total | 4,434,853.32 | Section III Management Discussion and Analysis I. Main Business Activities During the Reporting Period The company primarily engages in landscape lighting engineering, covering design, construction, R&D, production, and sales, with the industry evolving towards intelligence, green solutions, and cultural tourism integration - The company's main business is landscape lighting engineering, including the design, construction, and R&D, production, and sales of related lighting products[31] - The company's lighting products primarily include LED wall washers, point lights, linear lights, and other special artistic luminaires, used in commercial, municipal road, and landscape decorative lighting[31] - In the first half of 2025, China's landscape lighting engineering industry market size was approximately CNY 28 billion, growing by 8.2% year-on-year, with cultural tourism night-time projects and urban renewal projects being the main drivers of growth[28] - Industry development trends include intelligence, green solutions, and cultural tourism integration, with leading enterprises gaining market share and differentiated regional development[29] - The company's business model primarily involves professional contracting for lighting engineering construction and EPC general contracting for lighting projects, supplemented by PPP and BT business models[31] - The company holds a significant position in the landscape lighting engineering industry, with its comprehensive competitive strength remaining leading in the industry, despite a decrease in market share[34] (I) Industry Development During the Reporting Period The landscape lighting industry is shifting from expansion to value enhancement, with a market size of CNY 28 billion in H1 2025, growing 8.2%, driven by urban renewal and night-time tourism, focusing on intelligence, green solutions, and cultural integration - The landscape lighting industry encompasses upstream raw material and component supply, midstream production and engineering implementation, and downstream application areas, with midstream enterprises transitioning towards an integrated "design-construction-operation and maintenance" service model[27] - In the first half of 2025, China's landscape lighting engineering industry market size was approximately CNY 28 billion, growing by 8.2% year-on-year, with a rebound in growth rate compared to the same period in 2024[28] - Cultural tourism night-time projects (35%) and urban renewal projects (30%) have become the main drivers of market growth[28] - Intelligence, green solutions, and cultural tourism integration are core development directions for the industry, with future intelligent control systems possessing stronger environmental sensing capabilities and smart operation and maintenance management[29] (II) Company's Main Business, Products, and Their Uses The company's core business is landscape lighting engineering, encompassing design, construction, and the R&D, production, and sales of LED lighting products for commercial, municipal, and decorative applications - The company's main business during the reporting period was landscape lighting engineering, including the design, construction, and R&D, production, and sales of related lighting products[31] - The company's lighting products primarily include LED wall washers, LED point lights, LED linear lights, LED guardrail lights, floodlights, tree lights, corrugated lights, window sill lights, and other special artistic luminaires[31] - Application scenarios mainly include commercial lighting, municipal road lighting, and landscape decorative lighting, primarily used for the company's own lighting projects and also sold externally[31] (III) Company's Business Model and Market Position The company's business model primarily involves professional contracting and EPC general contracting for lighting projects, supplemented by PPP and BT models, maintaining a leading position in the landscape lighting engineering industry despite market share decline - The company's business model primarily involves professional contracting for lighting engineering construction and EPC general contracting for lighting projects, supplemented by PPP and BT business models[31] - Under the EPC general contracting model for lighting projects, the general contractor is responsible for the entire process, including design, material procurement, construction and installation, commissioning, and subsequent maintenance[32] - Leveraging its EPC general contracting capabilities, extensive experience in large-scale projects, qualifications, technological advantages, and brand influence, the company holds a significant position in the landscape lighting engineering industry[34] - Despite the industry downturn, macroeconomic environment, and cash flow challenges in recent years, the company's market share has decreased, but its comprehensive competitive strength remains leading in the industry[34] II. Analysis of Core Competencies The company's core competencies include R&D and innovation, comprehensive lighting solutions, extensive project experience, strong brand influence, and efficient production and cost control, solidifying its market position in LED lighting - The company focuses on the R&D and application of lighting engineering technologies, accumulating multiple patented and core technologies, especially in landscape and smart lighting[35] - The company provides comprehensive lighting solutions from product design, scheme planning, engineering implementation to post-maintenance, enhancing customer loyalty and improving project win rates[35] - The company has undertaken and completed numerous influential urban and landscape lighting projects domestically, accumulating rich technical, management, and coordination capabilities[35] - The company has established brand recognition and reputation in China's LED lighting sector, particularly in landscape lighting and urban beautification markets, possessing a sales network and channels covering various domestic regions[36] - The company possesses certain large-scale production capabilities for LED lighting products, enhancing production efficiency and cost control through lean production and management optimization[36] III. Analysis of Main Business The company's main business revenue declined by 50.43% year-on-year, with net loss widening due to market contraction, insufficient project reserves, and limited financing, leading to negative operating cash flow and increased credit impairment losses Year-on-Year Changes in Key Financial Data | Indicator | Current Reporting Period (CNY) | Prior Year Period (CNY) | YoY Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 39,757,546.53 | 80,206,916.58 | -50.43% | Business market demand contracted, insufficient project reserves, limited financing capacity | | Operating Cost | 24,809,847.19 | 35,616,334.56 | -30.34% | Costs decreased with revenue, labor costs for engineering construction projects reduced | | Selling Expenses | 4,414,907.36 | 12,757,052.27 | -65.39% | Strict control over labor and entertainment expenses, maintenance costs reclassified to operating costs under new standards | | Administrative Expenses | 28,248,464.81 | 25,534,319.80 | 10.63% | Increase in labor costs, entertainment expenses, and intermediary fees | | Financial Expenses | 14,213,706.95 | 10,718,360.39 | 32.61% | Overdue interest and penalties on short-term and long-term borrowings | | R&D Investment | 920,759.20 | 4,505,630.99 | -79.56% | Decrease in R&D labor and material input costs | | Net Cash Flow from Operating Activities | -60,266,851.38 | 5,300,202.59 | -1,237.07% | Decrease in cash received from sales of goods and services, increase in wages paid to employees, partial project funds recovered after accounts receivable transfer paid to transferee | | Credit Impairment Losses | -30,475,760.85 | -8,140,170.45 | -274.39% | Increase in bad debt provisions for accounts receivable | | Asset Impairment Losses | -16,430,484.87 | -16,089,952.14 | -2.12% | Increase in impairment provisions for contract assets | - Lu'an subsidiary's newly signed CNY 150 million lighting sales order officially commenced production in August, with a significant increase in Q3 revenue expected[38] Products or Services Accounting for Over 10% | Product or Service Category | Operating Revenue (CNY) | Operating Cost (CNY) | Gross Margin (%) | YoY Change in Operating Revenue (%) | YoY Change in Operating Cost (%) | YoY Change in Gross Margin (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Engineering Construction | 35,063,627.12 | 19,117,563.24 | 45.48% | -51.52% | -37.74% | -20.98% | IV. Analysis of Non-Core Business Non-core business negatively impacted total profit, primarily due to negative investment income, significant asset impairment losses, and fluctuating non-operating income/expenses, none of which are sustainable Non-Core Business Analysis | Item | Amount (CNY) | Percentage of Total Profit (%) | Reason for Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | -3,475.42 | 0.00% | Primarily due to income generated by the company's investments during the reporting period | No | | Gains and Losses from Changes in Fair Value | 0.00 | 0.00% | | No | | Asset Impairment | -16,430,484.87 | 20.33% | Primarily due to increased impairment provisions for contract assets | No | | Non-Operating Income | 607,882.46 | -0.75% | Primarily due to litigation settlement and reversal of accrued payables during the reporting period | No | | Non-Operating Expenses | 2,146,336.04 | -2.66% | Primarily due to the return of overpaid project funds during the reporting period | No | V. Analysis of Assets and Liabilities The company's total assets and net assets attributable to shareholders decreased at the end of the reporting period, with reduced monetary funds and contract liabilities, while short-term borrowings and construction in progress increased, and over CNY 300 million in assets are restricted Significant Changes in Asset Composition | Item | End of Current Reporting Period (CNY) | Percentage of Total Assets (%) | End of Prior Year (CNY) | Percentage of Total Assets (%) | Change in Proportion (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 106,409,889.05 | 15.57% | 157,885,587.34 | 19.92% | -4.35% | | Accounts Receivable | 271,227,382.98 | 39.69% | 306,793,894.65 | 38.70% | 0.99% | | Contract Assets | 97,085,803.85 | 14.21% | 118,437,376.87 | 14.94% | -0.73% | | Inventories | 11,786,978.94 | 1.72% | 13,311,209.84 | 1.68% | 0.04% | | Construction in Progress | 133,267,559.49 | 19.50% | 133,267,559.49 | 16.81% | 2.69% | | Short-Term Borrowings | 47,939,240.43 | 7.02% | 44,986,647.13 | 5.67% | 1.35% | | Contract Liabilities | 2,242,443.04 | 0.33% | 4,429,307.16 | 0.56% | -0.23% | | Long-Term Borrowings | 0.00 | 0.00% | 24,538,927.78 | 3.10% | -3.10% | Asset Restrictions as of the End of the Reporting Period | Item | Book Value (CNY) | Type of Restriction | | :--- | :--- | :--- | | Monetary Funds | 11,553,921.85 | Frozen, Sealed | | Intangible Assets | 11,873,423.48 | Mortgage Guarantee | | Accounts Receivable | 150,912,908.04 | Pledge Guarantee | | Investment Properties | 677,829.00 | Mortgage Guarantee | | Construction in Progress | 133,267,559.49 | Mortgage Guarantee | | Total | 308,285,641.86 | | VI. Analysis of Investment Status The company had no significant equity or non-equity investments, with CNY 215.72 million in raised funds utilized, but CNY 30 million in idle funds were not returned on time, and some projects faced delays or termination - As of June 30, 2025, the company had cumulatively invested CNY 215.72 million of non-public offering proceeds into projects[49] - Idle raised funds of CNY 30 million matured on March 14, 2024, and the company is temporarily unable to return them to the special bank account for raised funds on schedule[48] - The company terminated the "Headquarters Base Construction Project" and will use the returned land payment of CNY 31.23 million to permanently supplement working capital[48] - The "Jiuquan Urban Area Night Tourism Environment Improvement Project" experienced reduced actual settlement amounts and lower gross margins compared to forecasts due to changes in design and engineering scope by the owner[52][53] - The "China Fenghuang Ancient City · Fengxianjing · Forest Hot Spring Art Town Art Landscape Lighting and Ancillary Construction Project" has not yet utilized raised funds for construction due to the construction carrier not being completed, leading to prolonged delays in commencement[52] VII. Significant Asset and Equity Disposals The company did not engage in any significant asset or equity disposals during the reporting period - The company did not dispose of significant assets during the reporting period[57] - The company did not dispose of significant equity during the reporting period[58] VIII. Analysis of Major Holding and Participating Companies The company has no important holding or participating company information to disclose during the reporting period - The company has no important holding or participating company information that should be disclosed during the reporting period[58] IX. Structured Entities Controlled by the Company The company did not control any structured entities during the reporting period - The company did not control any structured entities during the reporting period[59] X. Risks Faced by the Company and Countermeasures The company faces market, operational, and financial risks, including demand fluctuations, intense competition, raw material price volatility, and financing pressure, addressed by optimizing customer structure, strengthening R&D, and improving debt collection - Market volatility and competition risks: The lighting engineering industry is affected by government investment, urban renewal policies, and real estate cycles, leading to fluctuating market demand, intense industry competition, and product homogenization[59] - Countermeasures for market risks: Optimizing customer structure, strengthening market research, increasing R&D investment, enhancing brand building, and expanding market channels[59][60] - Operational risks: Potential risks include raw material price fluctuations and unstable supply chains[60] - Countermeasures for operational risks: Establishing a stable supply chain system, optimizing inventory management, strengthening cost control, and flexibly adjusting operational strategies[61] - Financial risks: Facing financing pressure and accounts receivable collection risks, large-scale lighting projects have long collection cycles, leading to increased bad debt provisions[61] - Countermeasures for financial risks: Expanding financing channels, optimizing financial structure, strengthening contract review, establishing a customer credit rating system, and forming a special debt collection team[61] XI. Registration Form for Research, Communication, Interview, and Other Activities During the Reporting Period The company did not host any research, communication, or interview activities during the reporting period - The company did not host any research, communication, or interview activities during the reporting period[62] XII. Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan The company did not formulate a market value management system or disclose a valuation enhancement plan during the reporting period - The company has not formulated a market value management system[63] - The company has not disclosed a valuation enhancement plan[63] XIII. Implementation of "Quality and Return Dual Enhancement" Action Plan The company did not disclose an announcement regarding the "Quality and Return Dual Enhancement" action plan during the reporting period - The company has not disclosed an announcement regarding the "Quality and Return Dual Enhancement" action plan[63] Section IV Corporate Governance, Environment, and Society I. Changes in Directors, Supervisors, and Senior Management The company experienced multiple changes in its directors, supervisors, and senior management during the reporting period, including the election and departure of independent directors and supervisors, and the appointment of a Board Secretary and Vice Presidents due to work transfers Changes in Directors, Supervisors, and Senior Management | Name | Position Held | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | 周台 | Independent Director | Elected | 2025 年 01 月 06 日 | Re-election | | 周到 | Independent Director | Term Expired | 2025 年 01 月 06 日 | Re-election | | 侯艳丽 | Supervisor | Elected | 2025 年 01 月 06 日 | Re-election | | 余承诚 | Employee Representative Supervisor | Elected | 2025 年 01 月 06 日 | Re-election | | 杨伟坚 | Employee Representative Supervisor | Term Expired | 2025 年 01 月 06 日 | Re-election | | 李娜娜 | Supervisor | Term Expired | 2025 年 01 月 06 日 | Re-election | | 李海荣 | Board Secretary | Appointed | 2025 年 04 月 25 日 | Work Transfer | | 周家槺 | Vice President | Appointed | 2025 年 04 月 25 日 | Work Transfer | | 周渭根 | Vice President | Appointed | 2025 年 04 月 25 日 | Work Transfer | II. Profit Distribution and Capital Reserve Conversion to Share Capital During the Reporting Period The company plans no cash dividend distribution, bonus shares, or capital reserve conversion to 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[66] III. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company did not implement any equity incentive plans, employee stock ownership plans, or other employee incentive measures during the reporting period - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period[67] IV. Environmental Information Disclosure The company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law - The listed company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law[68] V. Social Responsibility The company did not disclose specific social responsibility information during the reporting period - None[68] Section V Significant Matters I. Commitments Fulfilled and Overdue Unfulfilled by Actual Controller, Shareholders, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period The company has an overdue unfulfilled commitment regarding CNY 30 million in idle raised funds temporarily used for working capital, which could not be returned on time due to tight liquidity Overdue Unfulfilled Commitments | Commitment Event | Promising Party | Commitment Type | Commitment Date | Commitment Period | Fulfillment Status | | :--- | :--- | :--- | :--- | :--- | :--- | | Other Commitments | Company | Commitment to extend the return of idle raised funds and continue to use them for temporary working capital supplementation | 2023 年 03 月 14 日 | 2024 年 3 月 14 日 | Expired, not yet returned | - The company's temporary use of CNY 30 million of idle raised funds from non-public stock issuance for working capital has matured, and due to insufficient unrestricted monetary funds for operating activities, it is temporarily unable to return them to the raised funds account[70] II. Non-Operating Fund Occupation by Controlling Shareholder and Other Related Parties The company reported no non-operating fund occupation by its controlling shareholder or other related parties during the reporting period - The company reported no non-operating fund occupation by its controlling shareholder or other related parties during the reporting period[71] III. Irregular External Guarantees The company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period[72] IV. Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was not audited - The company's semi-annual report was not audited[73] V. Board of Directors, Supervisory Board, and Audit Committee Explanations on "Non-Standard Audit Report" for the Current Period This section is not applicable as there was no non-standard audit report for the current reporting period - Not applicable[74] VI. Board of Directors' Explanation on "Non-Standard Audit Report" for the Prior Year The company's 2024 financial report received an unmodified audit opinion with a material uncertainty paragraph related to going concern, due to net losses, negative accumulated undistributed profits, high debt, overdue debts, and asset freezes, but the company is in pre-reorganization and actively addressing these issues - Zhongxinghua Certified Public Accountants issued an unmodified audit opinion with a material uncertainty paragraph related to going concern for the company's 2024 financial report[74] - Reasons for uncertainty include a net loss of CNY 131 million attributable to parent company shareholders in 2024, accumulated undistributed profits of -CNY 1.479 billion, an asset-liability ratio of 87.79%, overdue debts, frozen bank accounts, and seized assets[74] - The company remains in pre-reorganization, with all operating activities proceeding normally and orderly; successful reorganization would significantly enhance both its business and financial standing[75] - Recently, local governments in multiple regions are settling debts through discounted payments or asset-for-debt swaps, positively impacting the company's recovery of long-overdue accounts receivable[75] VII. Bankruptcy Reorganization Related Matters The company initiated pre-reorganization due to a creditor's application, with Shenzhen Intermediate People's Court appointing a pre-reorganization administrator, and Xinyu Lingjiu Investment Management Center (Limited Partnership) selected as the reorganization investor, though court acceptance of reorganization is pending - On May 17, 2024, creditor Zhongshan Guyue Lighting Manufacturing Co., Ltd. applied to the Shenzhen Intermediate People's Court for the company's reorganization and simultaneously requested the initiation of pre-reorganization procedures[76] - On July 30, 2024, the company received a "Decision" from the Shenzhen Intermediate People's Court to initiate pre-reorganization procedures and appointed Shenzhen Zhengyuan Liquidation Services Co., Ltd. as the pre-reorganization administrator[76] - On November 25, 2024, the creditors' meeting selected Xinyu Lingjiu Investment Management Center (Limited Partnership) as the primary reorganization investor for the company[77] - The company has signed a "Pre-reorganization Investment Agreement" with the selected pre-reorganization investor, but has not yet received the court's ruling on accepting the company's reorganization[77] VIII. Litigation Matters The company is involved in multiple significant lawsuits and arbitrations, primarily construction contract disputes and equity transfer disputes, with substantial amounts at stake, some of which are in trial or enforcement stages Significant Litigation and Arbitration Matters | Basic Information of Litigation (Arbitration) | Amount Involved (CNY 10,000) | Whether Provision for Liabilities Formed | Litigation (Arbitration) Progress | Litigation (Arbitration) Outcome and Impact | Judgment Enforcement Status | | :--- | :--- | :--- | :--- | :--- | :--- | | Dispute between the company and Ningbo Cultural Tourism Exhibition Group Co., Ltd. regarding performance compensation and deposits from equity transfer | 7,869.12 | No | On June 30, 2025, the first-instance judgment rejected all Mingjiahui's litigation requests | Mingjiahui's request for the defendant to pay equity transfer fees and liquidated damages was not supported by the court | Not applicable | | Construction engineering contract dispute between the company and Foshan Chancheng District Urban Management Comprehensive Service Center | 12,755.23 | No | In pre-trial hearing stage, first-instance appraisal hearing held, case not yet opened for trial | No trial outcome yet | Not applicable | | Construction engineering contract dispute involving Qingdao Xinghe Lighting Engineering Co., Ltd., Qingdao West Coast New Area Urban Management Bureau, and the company | 1,394.13 | Yes | Court has accepted, case opened for trial on August 5 | No trial outcome yet | Not applicable | | Construction engineering contract dispute between the company and Yuqing County Haina Investment Co., Ltd. | 10,860.08 | No | Court has accepted, case opened for trial on July 14 | No trial outcome yet | Not applicable | | Financial loan contract dispute between the company and Industrial Bank | 3,409.86 | Yes | Arbitration award issued on June 16, 2025, effective | Awarded the company to repay loan principal of CNY 32 million plus penalties and compound interest, five guarantors bear joint and several liability | In enforcement | | Construction engineering contract dispute between the company and Shenzhen Nanshan District Urban Management and Comprehensive Law Enforcement Bureau | 1,527.86 | No | Second-instance judgment issued on June 27, 2025: appeal rejected, original judgment upheld | First-instance judgment ordered Nanshan District Urban Management and Comprehensive Law Enforcement Bureau to pay the company project fees of CNY 6,731,478.97 plus interest, other claims rejected | In performance | | Construction engineering contract dispute between the company and Xintai Housing and Urban-Rural Development Bureau | 2,393.13 | No | Effective arbitration award issued on July 9, 2024 | Awarded Xintai Housing and Urban-Rural Development Bureau to pay project fees totaling CNY 13,064,353.74 in five installments | In performance | - The company is involved in 2 lawsuits/arbitrations as plaintiff, with CNY 11.26 million involved; and 16 lawsuits/arbitrations as defendant, with CNY 30.78 million involved, all currently in the trial stage[80] - Among previously concluded cumulative litigation and arbitration matters, the company was involved in 4 cases as plaintiff, with CNY 29.57 million involved; and 20 cases as defendant, with CNY 24.38 million involved, with some cases still awaiting fulfillment of obligations specified in the rulings[80][81] IX. Penalties and Rectification The company had no penalties or rectification situations during the reporting period - The company had no penalties or rectification situations during the reporting period[82] X. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller The company's controlling shareholder, Mr. Cheng Zongyu, faced judicial enforcement due to overdue stock pledge financing debts and equity transfer contract disputes, leading to the forced execution of some company shares, with related debts still outstanding, though he is not a dishonest debtor - Controlling shareholder and actual controller Mr. Cheng Zongyu's stock pledge financing business with Shenzhen Hi-Tech Investment Group Co., Ltd. and its subsidiaries experienced overdue debts, leading to judicial enforcement of some of his company shares[83] - An effective judgment has been issued in the equity transfer contract dispute between Mr. Cheng Zongyu and China Xinxing Group Co., Ltd., requiring Mr. Cheng Zongyu to pay performance compensation and delayed performance interest[83] - As of the end of this reporting period, Mr. Cheng Zongyu is not a dishonest debtor[83] - As of the disclosure date of this report, the aforementioned stock pledge financing loans and performance compensation debts related to the equity transfer have not yet been fully repaid[83] XI. Significant Related Party Transactions The company did not engage in any significant related party transactions related to daily operations, asset/equity acquisitions or disposals, joint investments, related party debts, or financial services with affiliated finance companies during the reporting period - The company had no related party transactions related to daily operations during the reporting period[84] - The company had no related party transactions involving asset or equity acquisitions or disposals during the reporting period[85] - The company had no related party transactions involving joint external investments during the reporting period[86] - The company had no related party creditor-debtor relationships during the reporting period[87] - There were no deposits, loans, credit lines, or other financial transactions between the company and affiliated finance companies, or between the company's controlled finance companies and related parties[88][89] - The company had no other significant related party transactions during the reporting period[90] XII. Significant Contracts and Their Performance The company had no trusteeship, contracting, or leasing matters. It provided a CNY 24.5 million joint liability guarantee for its subsidiary Lu'an Mingjiahui Optoelectronics Technology Co., Ltd., which is fulfilled but represents 157.45% of the company's net assets. A CNY 150 million lighting sales contract with Anhui Jinshengda Bio-electronic Technology Co., Ltd. has not yet recognized revenue - The company had no trusteeship, contracting, or leasing situations during the reporting period[91][92][93] Company's Guarantees for Subsidiaries | Guaranteed Party Name | Guaranteed Amount (CNY 10,000) | Actual Occurrence Date | Actual Guaranteed Amount (CNY 10,000) | Guarantee Type | Guarantee Period | Whether Fulfilled | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Lu'an Mingjiahui Optoelectronics Technology Co., Ltd. | 2,450 | 2024 年 02 月 09 日 | 2,450 | Joint and several liability guarantee | 3 年 | Yes | - The total actual guaranteed amount accounts for 157.45% of the company's net assets[96] Significant Contracts in Ordinary Operations | Company Party Name | Counterparty Name | Total Contract Amount (CNY 100 million) | Contract Performance Progress | Sales Revenue Recognized This Period (CNY 100 million) | Cumulative Sales Revenue Recognized (CNY 100 million) | Accounts Receivable Collection Status | Whether Conditions Affecting Significant Contract Performance Have Changed Significantly | Whether There is Significant Risk of Contract Non-Performance | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Lu'an Mingjiahui Optoelectronics Technology Co., Ltd. | Anhui Jinshengda Bio-electronic Technology Co., Ltd. | 1.50 | 0 | 0.00 | 0.00 | No | No | No | XIII. Explanation of Other Significant Matters The controlling shareholder Mr. Cheng Zongyu's judicially enforced share reduction might lead to a change in actual control, though his equity change did not alter the actual controller. The company responded to the Shenzhen Stock Exchange's annual report inquiry and had its delisting risk warning removed, while continuing other risk warnings - Controlling shareholder Mr. Cheng Zongyu received an effective court judgment regarding contract disputes involving frozen shares, if he is unable to fulfill his obligation to pay performance compensation, it may lead to a change in the company's actual control[100] - The equity interest of controlling shareholder and actual controller Mr. Cheng Zongyu in the company's shares decreased by 12.30% due to share reduction, increase in total share capital, judicial enforcement, and judicial auction transfer, but this will not result in a change of the company's controlling shareholder or actual controller[100] - On April 8, 2025, the company received an annual report inquiry letter from the ChiNext Company Management Department of the Shenzhen Stock Exchange and responded after verification[100] - The company's shares were suspended for one day starting May 19, 2025, resumed trading on May 20, and had the delisting risk warning removed while continuing to implement other risk warnings[100] XIV. Significant Matters of Company Subsidiaries The company has no significant subsidiary matters to disclose during the reporting period Section VI Share Changes and Shareholder Information I. Share Change Information The company's total share capital remained unchanged, but restricted shares decreased by 77,824,039 shares, with a corresponding increase in unrestricted shares, mainly due to the release of restricted shares of resigned directors and judicial auction of Chairman Cheng Zongyu's shares Share Change Information | Item | Number Before Change (shares) | Proportion (%) | Increase/Decrease in This Change (＋, －) (shares) | Number After Change (shares) | Proportion (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 119,871,119 | 17.23% | -77,824,039 | 42,047,080 | 6.04% | | II. Unrestricted Shares | 575,725,450 | 82.77% | 77,824,039 | 653,549,489 | 93.96% | | III. Total Shares | 695,596,569 | 100.00% | 0 | 695,596,569 | 100.00% | - All shares held by resigned directors Zhang Jingshi and Yan Jun were released from restrictions, reducing executive restricted shares by a total of 11,449,566 shares[105] - Chairman and President Cheng Zongyu's shares were judicially auctioned for 61,157,497 shares, reducing executive restricted shares by 66,374,473 shares[105] 2. Changes in Restricted Shares Restricted shares decreased by 77,824,039 shares, primarily due to the judicial auction of Chairman Cheng Zongyu's shares and the release of restricted shares held by resigned directors Zhang Jingshi and Yan Jun Changes in Restricted Shares | Shareholder Name | Restricted Shares at Beginning of Period (shares) | Restricted Shares Released This Period (shares) | Restricted Shares Increased This Period (shares) | Restricted Shares at End of Period (shares) | Reason for Restriction | | :--- | :--- | :--- | :--- | :--- | :--- | | 程宗玉 | 107,821,497 | 66,374,473 | 0 | 41,447,024 | Current Director, President, 75% of total shares restricted as executive restricted shares | | 程治文 | 262,556 | 0 | 0 | 262,556 | Current Director, 75% of total shares restricted as executive restricted shares | | 周家槺 | 112,500 | 0 | 0 | 112,500 | Current Director, Senior Management, 75% of total shares restricted as executive restricted shares | | 李海荣 | 225,000 | 0 | 0 | 225,000 | Current Director, Senior Management, 75% of total shares restricted as executive restricted shares | | 张经时 | 11,443,266 | 11,443,266 | 0 | 0 | Resigned Director's restricted shares released after 6 months from the end of original term | | 阎军 | 6,300 | 6,300 | 0 | 0 | Resigned Director, Senior Management's restricted shares released after 6 months from the end of original term | | Total | 119,871,119 | 77,824,039 | 0 | 42,047,080 | | II. Securities Issuance and Listing The company had no securities issuance or listing activities during the reporting period - Not applicable[109] III. Number of Shareholders and Shareholding Information As of the reporting period end, the company had 14,884 common shareholders. Controlling shareholder Cheng Zongyu held 10.88% of shares, all frozen and mostly pledged. China Xinxing Group Co., Ltd. was the second-largest shareholder with 10.72% - Total number of common shareholders at the end of the reporting period: 14,884[109] Shareholding Information of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Proportion (%) | Number of Shares Held at End of Reporting Period (shares) | Changes in Shareholding During Reporting Period (shares) | Number of Restricted Shares Held (shares) | Number of Unrestricted Shares Held (shares) | Pledge, Mark, or Freeze Status | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | 程宗玉 | Domestic Natural Person | 10.88% | 75,648,531.00 | -61,157,497.00 | 41,447,024.00 | 34,201,507.00 | Frozen 75,648,531; Pledged 55,296,535 | | 中国新兴集团有限责任公司 | State-owned Legal Person | 10.72% | 74,556,697.00 | 0.00 | 0.00 | 74,556,697.00 | Not applicable 0 | | 张宇 | Domestic Natural Person | 8.36% | 58,157,497.00 | 58,157,497.00 | 0.00 | 58,157,497.00 | Not applicable 0 | - Controlling shareholder Mr. Cheng Zongyu has no related party relationship with the aforementioned shareholders, nor do they constitute persons acting in concert[110] IV. Changes in Shareholdings of Directors, Supervisors, and Senior Management During the reporting period, Chairman and President Cheng Zongyu's shareholding decreased by 61,157,497 shares, with his total shares at period-end being 75,648,531 shares Changes in Shareholdings of Directors, Supervisors, and Senior Management | Name | Position | Employment Status | Shares Held at Beginning of Period (shares) | Number of Shares Reduced This Period (shares) | Shares Held at End of Period (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | | 程宗玉 | Chairman, President | Current | 136,806,028 | 61,157,497 | 75,648,531 | V. Changes in Controlling Shareholder or Actual Controller The company's controlling shareholder or actual controller did not change during the reporting period - The company's controlling shareholder did not change during the reporting period[113] - The company's actual controller did not change during the reporting period[113] VI. Preferred Share Information The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period[114] Section VII Bond-Related Information Bond-Related Information The company has no bond-related information to disclose during the reporting period - Not applicable[116] Section VIII Financial Report I. Audit Report The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited[118] II. Financial Statements This section provides the company's 2025 semi-annual consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, offering a comprehensive view of its financial position, operating results, and cash flows 1. Consolidated Balance Sheet As of June 30, 2025, the company's consolidated total assets were CNY 683.34 million, total liabilities CNY 667.50 million, and total owners' equity attributable to the parent company CNY 15.56 million, all showing significant decreases from the beginning of the period Key Data from Consolidated Balance Sheet | Item | Balance at Period-End (CNY) | Balance at Period-Beginning (CNY) | | :--- | :--- | :--- | | Total Assets | 683,344,963.21 | 792,729,388.46 | | Total Liabilities | 667,503,568.44 | 695,974,637.60 | | Total Owners' Equity Attributable to Parent Company | 15,560,055.53 | 96,440,101.87 | 2. Parent Company Balance Sheet As of June 30, 2025, the parent company's total assets were CNY 848.32 million, total liabilities CNY 650.51 million, and total owners' equity CNY 197.81 million, all showing decreases from the beginning of the period Key Data from Parent Company Balance Sheet | Item | Balance at Period-End (CNY) | Balance at Period-Beginning (CNY) | | :--- | :--- | :--- | | Total Assets | 848,322,173.52 | 947,802,061.15 | | Total Liabilities | 650,508,422.77 | 675,327,014.41 | | Total Owners' Equity | 197,813,750.75 | 272,475,046.74 | 3. Consolidated Income Statement For the first half of 2025, consolidated total operating revenue was CNY 39.76 million, a 50.43% year-on-year decrease. Net profit was a loss of CNY 80.91 million, with net profit attributable to parent company shareholders a loss of CNY 80.88 million, significantly widening the loss from the prior year Key Data from Consolidated Income Statement | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Total Operating Revenue | 39,757,546.53 | 80,206,916.58 | | Operating Profit | -79,272,560.76 | -19,398,254.66 | | Total Profit | -80,811,014.34 | -14,345,156.20 | | Net Profit | -80,913,356.09 | -14,320,265.90 | | Net Profit Attributable to Parent Company Shareholders | -80,880,046.34 | -14,252,890.52 | 4. Parent Company Income Statement For the first half of 2025, parent company operating revenue was CNY 36.05 million, a 51.01% year-on-year decrease. Net profit was a loss of CNY 74.66 million, significantly widening the loss from the prior year Key Data from Parent Company Income Statement | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Operating Revenue | 36,054,737.80 | 73,596,746.55 | | Operating Profit | -73,039,043.61 | -14,662,794.12 | | Total Profit | -74,558,954.24 | -9,705,583.26 | | Net Profit | -74,661,295.99 | -9,680,692.96 | 5. Consolidated Cash Flow Statement For the first half of 2025, net cash flow from operating activities was -CNY 60.27 million, a significant deterioration from the prior year's positive inflow. Net increase in cash and cash equivalents was -CNY 63.03 million Key Data from Consolidated Cash Flow Statement | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -60,266,851.38 | 5,300,202.59 | | Net Cash Flow from Investing Activities | -107,010.00 | -676,405.19 | | Net Cash Flow from Financing Activities | -2,655,758.96 | -13,011,234.63 | | Net Increase in Cash and Cash Equivalents | -63,029,620.34 | -8,387,437.23 | 6. Parent Company Cash Flow Statement For the first half of 2025, parent company net cash flow from operating activities was -CNY 13.39 million, and net increase in cash and cash equivalents was -CNY 13.87 million, indicating continued deterioration in cash flow Key Data from Parent Company Cash Flow Statement | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -13,392,774.81 | 2,123,997.78 | | Net Cash Flow from Investing Activities | 0.00 | -176,405.19 | | Net Cash Flow from Financing Activities | -476,326.20 | -9,824,371.67 | | Net Increase in Cash and Cash Equivalents | -13,869,101.01 | -7,876,779.08 | 7. Consolidated Statement of Changes in Owners' Equity For the first half of 2025, consolidated total owners' equity decreased by CNY 80.91 million, primarily due to a significant reduction in undistributed profits resulting from the net loss for the period Consolidated Changes in Owners' Equity | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Total Owners' Equity Attributable to Parent Company (Period-End) | 15,560,055.53 | 96,440,101.87 | | Total Comprehensive Income | -80,913,356.09 | -14,320,265.90 | 8. Parent Company Statement of Changes in Owners' Equity For the first half of 2025, parent company total owners' equity decreased by CNY 74.66 million, primarily due to a reduction in undistributed profits resulting from the net loss for the period Parent Company Changes in Owners' Equity | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Total Owners' Equity (Period-End) | 197,813,750.75 | 293,871,067.21 | | Total Comprehensive Income | -74,661,295.99 | -9,680,692.96 | III. Company Basic Information Shenzhen Mingjiahui Technology Co., Ltd., listed in 2016 with CNY 695.60 million registered capital, primarily engages in lighting engineering, including design, construction, R&D, production, sales, and energy management, operating within the construction and decoration industry - Shenzhen Mingjiahui Technology Co., Ltd. became a ChiNext listed company on March 15, 2016[152] - As of December 31, 2024, the company's total issued share capital was 695,596,569 shares, with a registered capital of CNY 695,596,569.00[152][153] - The company primarily engages in lighting engineering business and related services, including lighting engineering design, R&D, production, sales of lighting products, and energy performance contracting[154] - The company belongs to the construction and decoration industry[154] IV. Basis of Financial Statement Preparation The financial statements are prepared on a going concern basis, adhering to the Ministry of Finance's Accounting Standards for Business Enterprises and CSRC regulations, using the accrual basis and historical cost, with no identified going concern issues - The company's financial statements are prepared on a going concern basis, in accordance with actual transactions and events, and in compliance with the "Accounting Standards for Business Enterprises" issued by the Ministry of Finance and the "Information Disclosure Rules for Companies Issuing Securities to the Public No. 15 - General Provisions for Financial Reports" (Revised 2023) issued by the China Securities Regulatory Commission[155] - The company's accounting is based on the accrual method, and except for certain financial instruments, these financial statements are measured at historical cost[155] - The company assessed its ability to continue as a going concern for 12 months from the end of the reporting period and found no matters affecting its going concern ability[156] V. Significant Accounting Policies and Accounting Estimates This section details the company's and its subsidiaries' significant accounting policies and estimates, covering business combinations, financial instruments, revenue recognition, asset impairment, and leases, ensuring the financial statements accurately reflect the company's financial position and operating results - 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 December 31, 2024, and the consolidated and parent company operating results and cash flows for 2024, among other relevant information[158] - The company's accounting year adopts the calendar year, from January 1 to December 31 annually, with 12 months constituting an operating cycle[159][160] - The company identifies individual accounts receivable and contract assets exceeding CNY 3 million as significant[162] - The company classifies financial assets based on the business model for managing financial assets and the contractual cash flow characteristics of the financial assets into: financial assets measured at amortized cost; financial assets measured at fair value through other comprehensive income; and financial assets measured at fair value through profit or loss[180] - When contracts with customers simultaneously meet specific conditions, revenue is recognized when the customer obtains control of the related goods, and individual performance obligations within the contract are identified[240][242] - As a lessee, the company recognizes right-of-use assets and lease liabilities for leases other than short-term and low-value asset leases; as a lessor, leases are classified as finance leases and operating leases[258][264] VI. Taxation The company's main taxes include VAT, urban maintenance and construction tax, and corporate income tax. The company and some subsidiaries enjoy a 15% corporate income tax rate as high-tech enterprises, while others benefit from tax reductions as small low-profit enterprises Main Tax Categories and Rates | Tax Category | Tax Base | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax (VAT) | Domestic sales; provision of processing, repair, and maintenance services; construction contracts; provision of tangible asset leasing services | 3%、6%、9%、13% | | Urban Maintenance and Construction Tax | Actual Turnover Tax Paid | 5%、7% | | Corporate Income Tax | Taxable Income | 15%、25% | | Education Surcharge | Actual Turnover Tax Paid | 3% | | Local Education Surcharge | Actual Turnover Tax Paid | 2% | | Property Tax | Tax base is 70% of original property value (or rental income) | 1.2%/12% | - The company (parent company) obtained its high-tech enterprise certificate on November 15, 2023, and is subject to a 15% corporate income tax rate in 2024[276] - Holding subsidiary Lu'an Mingjiahui Optoelectronics Technology Co., Ltd. obtained its high-tech enterprise certificate on November 28, 2024, and is subject to a 15% corporate income tax rate in 2024[276] - The company's subsidiaries Mingjiang Zhihui, Qingyuan Mingjiahui, Dahua Shenyou, etc., are qualified small low-profit enterprises, enjoying a corporate income tax policy of calculating taxable income at 25% and paying tax at a 20% rate[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 monetary funds, accounts receivable, contract assets, inventories, fixed assets, construction in progress, restricted assets, short-term borrowings, accounts payable, other payables, employee compensation, taxes payable, non-current liabilities due within one year, operating revenue and costs, financial expenses, credit impairment losses, and asset impairment losses, reflecting the company's asset-liability structure, operating performance, and cash flow specifics 1. Monetary Funds Total monetary funds at period-end were CNY 106.41 million, down from CNY 157.89 million at period-beginning. Restricted monetary funds amounted to CNY 11.55 million, primarily frozen bank deposits Composition of Monetary Funds | Item | Balance at Period-End (CNY) | Balance at Period-Beginning (CNY) | | :--- | :--- | :--- | | Cash on Hand | 4,109.68 | 20,991.75 |