Section I Important Notice, Table of Contents, and Definitions Important Notice The board, audit committee, and senior management guarantee the report's accuracy, with forward-looking statements not constituting profit forecasts, and no dividend distribution or capital increase planned - The company's board of directors, audit committee, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, assuming individual and joint legal responsibility4 - The company plans not to distribute cash dividends, issue bonus shares, or convert capital reserves into share capital4 Table of Contents This section lists the report's overall structure, including important notices, company profile, management discussion and analysis, corporate governance, significant events, share changes, bond information, and financial reports List of Documents for Inspection This section provides a list of documents available for inspection, including signed financial statements, publicly disclosed company files, and the full semi-annual report, specifying their location - Documents for inspection include financial statements signed and sealed by the company's head, chief accountant, and head of accounting department8 - Documents for inspection include originals of all company files and announcements publicly disclosed on designated websites during the reporting period9 - Documents for inspection include the original full and summary versions of the 2025 semi-annual report signed by the legal representative10 Definitions This section defines common terms and related entities used in the report, covering company names, subsidiaries, major shareholders, industry partners, and key technical concepts like intelligent connected vehicles and TBOX - Company, this company, Flairmicro refers to Flairmicro Electronics Co., Ltd13 - Intelligent Connected Vehicles refer to vehicles equipped with advanced in-vehicle sensors, controllers, and actuators, enabling complex environmental perception, intelligent decision-making, and collaborative control for safe, efficient, comfortable, and energy-saving driving13 - TBOX refers to an in-vehicle information interaction system that collects and analyzes automotive bus signals and remote communications to enable remote diagnosis and query, vehicle body control, security services, internet applications, over-the-air software updates, digital car keys, and V2X communication functions13 Section II Company Profile and Key Financial Indicators I. Company Profile This section provides basic information about Flairmicro Electronics Co., Ltd., including stock abbreviation, code, listing exchange, Chinese and English names, and legal representative Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Flairmicro | | Stock Code | 301600 | | Stock Exchange | Shenzhen Stock Exchange | | Company's Chinese Name | 慧翰微电子股份有限公司 | | Company's Legal Representative | 隋榕华 | II. Contact Persons and Information This section lists the contact details for the company's Board Secretary and Securities Affairs Representative, including names, addresses, phone, fax, and email Contact Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Feng Jing | 5th Floor, Building 1, 116 East Jiangbin Avenue, Mawei District, Fuzhou City, Fujian Province | 0591-88833388 | 0591-83700535 | zq@flairmicro.com | | Securities Affairs Representative | Pan Mintao | 5th Floor, Building 1, 116 East Jiangbin Avenue, Mawei District, Fuzhou City, Fujian Province | 0591-88833388 | 0591-83700535 | zq@flairmicro.com | III. Other Information This section confirms no changes in the company's registered address, office address, website, email, information disclosure, and registration status during the reporting period, referring to the 2024 annual report for details - Company's registered address, office address and postal code, website, email, etc., remained unchanged during the reporting period, details can be found in the 2024 annual report18 - Information disclosure and document storage locations remained unchanged during the reporting period, details can be found in the 2024 annual report19 - Company's registration status remained unchanged during the reporting period, details can be found in the 2024 annual report20 IV. Key Accounting Data and Financial Indicators This section presents the company's key accounting data and financial indicators for the first half of 2025, showing revenue growth of 4.84%, net profit attributable to shareholders up 26.33%, and a significant 126.07% increase in net cash flow from operating activities, while total assets and net assets attributable to shareholders decreased Key Accounting Data and Financial Indicators (Consolidated Statements) | Indicator | Current Reporting Period (yuan) | Prior Year Period (yuan) | Change from Prior Year Period | | :--- | :--- | :--- | :--- | | Operating Revenue | 450,653,353.05 | 429,845,503.42 | 4.84% | | Net Profit Attributable to Shareholders of Listed Company | 93,825,009.38 | 74,267,046.83 | 26.33% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-recurring Gains and Losses) | 90,639,443.11 | 71,583,368.18 | 26.62% | | Net Cash Flow from Operating Activities | 83,706,969.49 | 37,026,885.55 | 126.07% | | Basic Earnings Per Share (yuan/share) | 0.8976 | 0.8539 | 5.12% | | Diluted Earnings Per Share (yuan/share) | 0.8976 | 0.8539 | 5.12% | | Weighted Average Return on Net Assets | 7.14% | 13.96% | -6.82% | | End of Current Reporting Period (yuan) | End of Prior Year (yuan) | Change from End of Prior Year | | Total Assets | 1,576,163,255.27 | 1,753,874,965.32 | -10.13% | | Net Assets Attributable to Shareholders of Listed Company | 1,215,676,552.87 | 1,297,226,543.49 | -6.29% | V. Differences in Accounting Data under Domestic and Overseas Accounting Standards This section states that there are no differences in net profit and net assets between financial reports prepared under international or overseas accounting standards and Chinese accounting standards during the reporting period - The company's reporting period shows no differences in net profit and net assets between financial reports disclosed under international accounting standards and Chinese accounting standards22 - The company's reporting period shows no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese accounting standards23 VI. Non-recurring Gains and Losses and Amounts This section details the non-recurring gains and losses for the reporting period, primarily government subsidies, fair value changes of financial assets, and investment income, totaling 3,185,566.27 yuan in net non-recurring gains Non-recurring Gains and Losses and Amounts | Item | Amount (yuan) | Explanation | | :--- | :--- | :--- | | 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 sustained impact on the company's profit or loss) | 763,663.23 | Financial subsidies received by the company | | Fair value changes and disposal gains/losses from financial assets and liabilities held by non-financial enterprises, excluding effective hedging activities related to normal business operations | 2,976,012.16 | Fair value changes and investment income from the company's financial assets held for trading | | Other non-operating income and expenses apart from the above items | 16,000.00 | | | Less: Income tax impact | 570,109.12 | | | Total | 3,185,566.27 | | Section III Management Discussion and Analysis I. Principal Business Activities During the Reporting Period The company primarily provides intelligent connected solutions, focusing on R&D, production, and sales of intelligent connected vehicle terminals and IoT intelligent modules, along with software and technical services, capitalizing on automotive industry trends 1. Industry Overview During the Reporting Period The company is classified under "Computer, Communication and Other Electronic Equipment Manufacturing" as "Intelligent Vehicle Equipment Manufacturing" and is included in the CSI 1000 Index - The company's industry belongs to the "Computer, Communication and Other Electronic Equipment Manufacturing" (C39) category, specifically "Intelligent Consumer Device Manufacturing," with code "C396"28 - The company is included in the CSI 1000 Index29 2. Industry Development Status and Trends Global automotive sales are growing, with China leading in production and sales and achieving record exports. China's intelligent connected vehicle industry is rapidly expanding, projected to exceed 1.2 trillion yuan by 2030, driven by 5G-V2X integration, vehicle-road-cloud integration, and autonomous driving commercialization, alongside the expanding digital energy management market - During the reporting period, global automotive sales reached 46.32 million units, a 5% increase compared to the same period last year30 - During the reporting period, China's automotive sales reached 15.653 million units, accounting for 36% of the global market, a 4% increase compared to the same period last year30 - In 2024, China's automotive exports reached 5.859 million units, a 19.3% year-on-year increase, setting a new record for automotive exports30 - China's intelligent connected vehicle industry is in a period of rapid development, with a market size reaching 500 billion yuan in 2024, projected to exceed 1.2 trillion yuan by 203031 3. Company's Principal Business Activities As an intelligent connected solutions provider, the company develops, produces, and sells intelligent connected vehicle terminals and IoT intelligent modules, offering software and technical services, with 5G-V2X products widely adopted and digital energy management solutions scaled up with leading energy companies - The company is a technology service provider dedicated to offering intelligent connected solutions for intelligent vehicles and industrial IoT customers, primarily engaged in the R&D, production, and sales of intelligent connected vehicle terminals and IoT intelligent modules, while also providing software and technical services to customers32 - The company provides intelligent connected vehicle terminals, IoT intelligent modules, and solutions to numerous large independent brand vehicle manufacturers and industry chain leaders, including SAIC Group, Chery Automobile, Geely Automobile, BYD, Great Wall Motor, GAC Group, Changan Automobile, Shaanxi Automobile Group, Xiaomi Auto, Li Auto, NIO, SsangYong Korea, CATL, Desay SV, Bosch, Denso Ten, Aptiv, and Microchip34 - The company's "Digital Energy Management Solution," built on end-cloud collaboration technology, has achieved scaled implementation, validating its commercial viability, deeply penetrating the supply chains of leading energy enterprises, and expanding into scenarios such as logistics vehicles, construction machinery, energy storage equipment, and electric vessels35 4. Business Model The company's business model involves a hybrid procurement approach for materials, production based on sales orders with both in-house and outsourced manufacturing, direct sales channels, and a predominantly in-house R&D model complemented by collaborative efforts - The company's raw material procurement is divided into core material procurement and auxiliary material procurement, with some cellular communication modules procured through an OEM model36 - The company adopts a production-to-order model, while also maintaining appropriate safety stock, and utilizes both in-house production and outsourced processing models37 - The company employs a direct sales model, expanding its customer base through industry forums, exhibitions, and technical exchange meetings38 - The company has an R&D center that independently conducts product and technology R&D, adopting self-R&D and collaborative R&D models, forming core technologies such as over-the-air upgrade technology, in-vehicle emergency call technology, security encryption technology, digital key technology, and digital energy management40 5. Key Performance Drivers The company's performance growth is driven by a forward-looking strategic focus on automotive-grade communication modules, T-BOX terminals, eCall systems, and battery lifecycle management; continuous full-stack R&D innovation; efficient operations and cost control through digital management; and deep ecosystem collaboration with industry leaders - The company seizes the strategic opportunity of the global automotive industry's deep evolution towards intelligence, connectivity, electrification, and internationalization, focusing resources on four core areas through forward-looking deployment: automotive-grade communication modules, intelligent connected vehicle T-BOX terminals, eCall emergency call systems, and digital management of the entire battery lifecycle41 - The company, relying on continuous R&D investment, has built full-stack self-R&D capabilities covering hardware design, protocol layer/middleware/application layer software development, cloud platform development, and solution integration42 - The company, based on digital management, establishes an efficient operating mechanism driven by market insight and data, strengthens supply chain resilience, upgrades intelligent manufacturing capabilities, and achieves full-chain cost optimization43 - The company deeply collaborates with industry-leading customers, undertaking cutting-edge technology demands through joint R&D, transforming customer quality systems into quality control standards, and jointly participating in industry standard setting44 II. Analysis of Core Competencies The company's core competencies include strong R&D and technological iteration, evidenced by a 21.99% increase in R&D investment, scaled application of 5G-V2X and digital energy management solutions, VDA6.3 certification, extensive cross-domain technical expertise, a high-quality customer base, and rich eCall international certification experience 1. R&D Innovation and Technological Iteration Capabilities The company prioritizes R&D, investing 32.4587 million yuan in H1 2025, a 21.99% increase, leading to scaled application of new-generation 5G-V2X products and digital energy management solutions, achieving VDA6.3 certification, and developing platform-based, modular R&D capabilities R&D Investment | Indicator | H1 2025 (million yuan) | Year-on-year Growth | | :--- | :--- | :--- | | R&D Investment | 32.4587 | 21.99% | - The company's new generation 5G-V2X intelligent connected vehicle terminal products have entered scaled application, significantly increasing the per-vehicle product value and opening up richer vehicle-road collaboration application scenarios and market space46 - The company passed the German VDA6.3 certification, a high standard in the global automotive industry system, laying a solid foundation for further deepening cooperation with global automotive manufacturers47 - The company adheres to the "platform-based, modular" concept in building its technology R&D system, forming industry-leading platform iteration and deep module development capabilities, which can shorten development cycles, meet differentiated customer needs, and effectively respond to market supply fluctuations51 2. Comprehensive Capabilities The company possesses strong comprehensive capabilities in R&D, production management, quality control, and delivery, mastering core product technologies. Its platform-based, modular product advantages and extensive industry experience enable rapid response to customized client needs and efficient delivery of products and solutions - The company independently masters the core technologies of its main products, demonstrating strong comprehensive capabilities in R&D, production management, quality control, and delivery52 - The company actively leverages its product platform-based and modular advantages, combined with rich industry experience and technical R&D strength, to quickly and flexibly respond to customer needs and provide timely support services52 3. High-Quality Customer Base The company focuses on premium clients, maintaining long-term partnerships with leading domestic and international automakers and Tier1 suppliers, including SAIC, Chery, Geely, BYD, Great Wall, GAC, Xiaomi, Li Auto, NIO, and CATL, while expanding into international supply chains like Volvo, Mazda, and SsangYong - The company has established long-term, stable cooperative relationships with numerous leading domestic and international automakers and Tier1 suppliers, including SAIC Group, Chery Automobile, Geely Automobile, BYD, Great Wall Motor, GAC Group, Xiaomi Auto, Li Auto, NIO, and CATL53 - The company actively pursues global market expansion, increasing its efforts in European, Japanese, and Korean markets, and has now entered the supply chains of international automakers such as VOLVO, Mazda, and SsangYong53 4. Extensive Certification Experience The company holds a first-mover advantage in eCall, being the first domestic company to pass EU e-Call and among the first globally for EU NG-eCall, also securing UN-R144 and UAE eCall certifications. It participated in drafting China's AECS standard and passed its prospective tests, supporting domestic vehicle exports and e-Call implementation - The company has a first-mover advantage in the eCall field, passing EU e-Call standard certification in March 2019, making it the first domestic company to do so; in January 2025, it obtained EU NG-eCall certification, becoming one of the first enterprises globally to pass this certification54 - The company also obtained other national or regional eCall standard certifications, such as the United Nations Economic Commission for Europe UN-R144 standard certification and UAE eCall certification54 - China's in-vehicle accident emergency call system standard AECS was released in April 2025, and the company participated in drafting its core components, having also passed prospective tests by the China Automotive Technology and Research Center54 III. Analysis of Principal Business This section analyzes the financial performance of the company's principal business. During the reporting period, operating revenue increased by 4.84%, operating costs by 3.33%, and selling expenses by 44.51% due to increased sales personnel, while financial expenses significantly decreased due to higher interest income. Net cash flow from operating activities grew by 126.07%, with intelligent connected vehicle terminals remaining the main revenue source and IoT intelligent module revenue increasing by 25.71% Key Financial Data Year-on-Year Changes | Indicator | Current Reporting Period (yuan) | Prior Year Period (yuan) | Year-on-year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 450,653,353.05 | 429,845,503.42 | 4.84% | | | Operating Costs | 317,082,031.26 | 306,875,452.08 | 3.33% | | | Selling Expenses | 4,304,373.77 | 2,978,659.96 | 44.51% | Primarily due to an increase in sales personnel | | Financial Expenses | -577,598.99 | 103,164.43 | -659.88% | Primarily due to an increase in interest income | | R&D Investment | 32,458,712.73 | 26,608,429.77 | 21.99% | | | Net Cash Flow from Operating Activities | 83,706,969.49 | 37,026,885.55 | 126.07% | Primarily due to increased sales collection | Product or Service Breakdown (Over 10% of Revenue) | Category | Operating Revenue (yuan) | Operating Costs (yuan) | Gross Margin | Operating Revenue Change from Prior Year | Operating Costs Change from Prior Year | Gross Margin Change from Prior Year | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | By Industry | | | | | | | | Computer, Communication and Other Electronic Equipment Manufacturing | 450,653,353.05 | 317,082,031.26 | 29.64% | 4.84% | 3.33% | 1.03% | | By Region | | | | | | | | Domestic | 435,080,401.95 | 310,536,800.28 | 28.63% | 5.94% | 4.34% | 1.09% | | International | 15,572,951.10 | 6,545,230.98 | 57.97% | -18.72% | -29.32% | 6.31% | | By Product or Service | | | | | | | | Intelligent Connected Vehicle Terminals | 336,669,727.66 | 245,010,442.70 | 27.23% | -1.85% | -2.31% | 0.34% | | IoT Intelligent Modules | 81,900,135.79 | 61,947,899.87 | 24.36% | 25.71% | 25.88% | -0.11% | IV. Analysis of Non-Principal Business This section analyzes the impact of non-principal business activities on total profit. Investment income and fair value change gains, primarily from bank wealth management and cash management, are sustainable. Asset impairment, mainly from increased inventory impairment, and credit impairment losses, due to reduced accounts receivable, along with government subsidies in other income, are not sustainable Impact of Non-Principal Business on Total Profit | Item | Amount (yuan) | Percentage of Total Profit | Reason for Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | 975,895.34 | 0.92% | Primarily income from entrusted bank wealth management and cash management of own funds and raised funds | Yes | | Fair Value Change Gains/Losses | 1,591,888.12 | 1.50% | Primarily gains/losses from fair value changes of short-term bank wealth management and cash management | Yes | | Asset Impairment | -2,181,963.96 | -2.05% | Primarily due to increased provision for inventory impairment | No | | Credit Impairment Losses | 6,317,359.90 | 5.95% | Primarily due to a decrease in accounts receivable | No | | Other Income | 13,823,705.97 | 13.01% | Primarily due to government grants received | No | V. Analysis of Assets and Liabilities This section analyzes the composition and changes in the company's assets and liabilities. At the end of the reporting period, both total assets and net assets attributable to shareholders decreased. Monetary funds decreased, while financial assets held for trading and notes receivable financing increased. Short-term borrowings increased, while notes payable and accounts payable decreased. The company has no differences under overseas accounting standards and discloses fair value measured financial assets and restricted assets 1. Significant Changes in Asset Composition At the end of the reporting period, the company's total assets decreased by 10.13% and net assets attributable to shareholders decreased by 6.29% compared to the end of the previous year. Monetary funds significantly decreased by 20.57%, while financial assets held for trading and notes receivable financing increased by 14.86% and 3.37% respectively. Short-term borrowings increased from zero to 42 million yuan Changes in Asset Composition | Item | Amount at End of Current Period (yuan) | Percentage of Total Assets | Amount at End of Prior Year (yuan) | Percentage of Total Assets | Change in Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 195,448,531.86 | 12.40% | 578,303,197.44 | 32.97% | -20.57% | | Financial Assets Held for Trading | 612,268,198.21 | 38.85% | 420,676,310.09 | 23.99% | 14.86% | | Accounts Receivable | 142,967,313.46 | 9.07% | 265,495,931.61 | 15.14% | -6.07% | | Inventories | 245,405,240.49 | 15.57% | 258,188,451.78 | 14.72% | 0.85% | | Short-term Borrowings | 42,000,000.00 | 2.66% | 0.00 | 0.00% | 2.66% | | Notes Payable | 75,415,390.05 | 4.78% | 127,661,420.74 | 7.28% | -2.50% | | Employee Benefits Payable | 807,027.93 | 0.05% | 14,575,984.35 | 0.83% | -0.78% | 3. Assets and Liabilities Measured at Fair Value At the end of the reporting period, the company's financial assets measured at fair value primarily included financial assets held for trading and notes receivable financing, totaling 780,627,199.56 yuan, an increase from 548,901,763.45 yuan at the beginning of the period. Fair value change gains for the period amounted to 1,591,888.12 yuan Assets and Liabilities Measured at Fair Value | Item | Beginning Balance (yuan) | Fair Value Change Gains/Losses for Current Period (yuan) | Purchases for Current Period (yuan) | Sales for Current Period (yuan) | Ending Balance (yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | | Financial Assets Held for Trading | 420,676,310.09 | 1,591,888.12 | 887,000,000.00 | 697,000,000.00 | 612,268,198.21 | | Notes Receivable Financing | 128,225,453.36 | | 434,621,811.54 | 394,488,263.55 | 168,359,001.35 | | Total Above | 548,901,763.45 | 1,591,888.12 | 1,321,621,811.54 | 1,091,488,263.55 | 780,627,199.56 | 4. Asset Restrictions as of the End of the Reporting Period As of the end of the reporting period, the company's total restricted assets amounted to 20,971,660.26 yuan, mainly comprising bank acceptance bill deposits, ETC deposits, and discounted or endorsed but not yet due bank or commercial acceptance bills Asset Restrictions | Item | Carrying Amount (yuan) | Book Value (yuan) | Type of Restriction | Restriction Details | | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 17,962,013.87 | 17,962,013.87 | Other | Bank acceptance bill deposit | | Monetary Funds | 3,000.00 | 3,000.00 | Other | ETC deposit | | Notes Receivable | 3,006,646.39 | 2,878,455.06 | Other | Discounted or endorsed but not yet due bank or commercial acceptance bills | | Total | 20,971,660.26 | 20,843,468.93 | — | — | VI. Analysis of Investment Status This section analyzes the company's investment status, including financial assets measured at fair value, use of raised funds, and entrusted wealth management. At the end of the reporting period, financial assets measured at fair value totaled 780,627,199.56 yuan. Cumulative investment of initial public offering funds was 51.1965 million yuan, with 577.5091 million yuan remaining unused. The company engaged in 769.1586 million yuan in entrusted wealth management, primarily bank and brokerage wealth management products, with no overdue unrecovered amounts 4. Financial Assets Measured at Fair Value The company's financial assets measured at fair value primarily include short-term wealth management products and cash management, totaling 780,627,199.56 yuan at period-end, funded by both raised capital and own funds. Fair value change gains for the period were 1,591,888.12 yuan Financial Assets Measured at Fair Value | Asset Category | Beginning Balance (yuan) | Fair Value Change Gains/Losses for Current Period (yuan) | Amount Purchased During Reporting Period (yuan) | Amount Sold During Reporting Period (yuan) | Ending Balance (yuan) | Source of Funds | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Short-term Wealth Management Products and Cash Management | 420,567,008.22 | 1,312,109.60 | 160,000,000.00 | 100,000,000.00 | 481,879,117.82 | Raised Funds | | Short-term Wealth Management Products and Cash Management | 0.00 | 293,041.09 | 727,000,000.00 | 597,000,000.00 | 130,293,041.09 | Own Funds | | Short-term Wealth Management Products and Cash Management | 109,301.87 | -13,262.57 | 0.00 | 0.00 | 96,039.30 | Own Funds | | Short-term Wealth Management Products and Cash Management | 128,225,453.36 | | 434,621,811.54 | 394,488,263.55 | 168,359,001.35 | Own Funds | | Total | 548,901,763.45 | 1,591,888.12 | 1,321,621,811.54 | 1,091,488,263.55 | 780,627,199.56 | | 5. Use of Raised Funds The company's net proceeds from its initial public offering were 627.0727 million yuan. As of June 30, 2025, cumulative investment of raised funds was 51.1965 million yuan, with 577.5091 million yuan remaining unused, primarily held in special accounts and for cash management. Committed projects, including 5G intelligent connected vehicle TBOX R&D, intelligent vehicle safety system R&D, and R&D center construction, are all in the construction phase and have not yet generated direct economic benefits Overall Use of Raised Funds | Fundraising Year | Fundraising Method | Net Raised Funds (million yuan) | Total Raised Funds Used in Current Period (million yuan) | Total Raised Funds Used Cumulatively (million yuan) | Percentage of Raised Funds Used at Period-End | | :--- | :--- | :--- | :--- | :--- | :--- | | 2024 | Initial Public Offering | 62,707.27 | 2,981.86 | 5,119.65 | 8.16% | | Total | -- | 62,707.27 | 2,981.86 | 5,119.65 | 8.16% | - As of June 30, 2025, cumulative investment of raised funds was 51.1965 million yuan, with 577.5091 million yuan of unused raised funds (including related interest income after deducting handling fees)73 - The Intelligent Vehicle Safety System R&D and Industrialization Project and the 5G Intelligent Connected Vehicle TBOX R&D and Industrialization Project are still in the construction phase; the R&D Center Construction Project does not generate direct economic benefits77 6. Entrusted Wealth Management, Derivative Investments, and Entrusted Loans The company's total entrusted wealth management during the reporting period was 769.1586 million yuan, with the same amount outstanding at period-end, primarily in bank and brokerage wealth management products funded by both raised and own capital, with no overdue unrecovered amounts. The company had no derivative investments or entrusted loans during the reporting period Overview of Entrusted Wealth Management During the Reporting Period | Specific Type | Source of Entrusted Wealth Management Funds | Amount of Entrusted Wealth Management (million yuan) | Unexpired Balance (million yuan) | Overdue Unrecovered Amount (million yuan) | | :--- | :--- | :--- | :--- | :--- | | Bank Wealth Management Products | Raised Funds | 6,000 | 6,000 | 0 | | Brokerage Wealth Management Products | Raised Funds | 42,000 | 42,000 | 0 | | Bank Wealth Management Products | Own Funds | 12,915.86 | 12,915.86 | 0 | | Brokerage Wealth Management Products | Own Funds | 16,000 | 16,000 | 0 | | Total | | 76,915.86 | 76,915.86 | 0 | - The company had no derivative investments during the reporting period82 - The company had no entrusted loans during the reporting period84 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 period85 - The company did not dispose of significant equity during the reporting period86 VIII. Analysis of Major Controlled and Invested Companies The company had no important controlled or invested company information requiring disclosure during the reporting period - The company had no important controlled or invested company information requiring disclosure during the reporting period86 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 period87 X. Risks Faced by the Company and Countermeasures The company faces risks from intensifying market competition, high customer concentration, and product R&D and technological innovation. To mitigate these, the company maintains competitive advantages by closely following industry trends, expanding its customer base, strengthening full-chain development capabilities, and continuous technological deployment - The company faces the risk of intensifying market competition, which it addresses by closely following industry development trends, offering products and solutions superior to those of vehicle manufacturers or other companies, and leveraging the high entry barriers and long-term cooperative relationships with Tier 1 suppliers87 - The company faces the risk of high customer concentration, which it addresses by consolidating existing customer collaborations and actively expanding to new customers, having established long-term stable cooperative relationships with numerous leading domestic and international automakers and Tier 1 suppliers88 - The company faces product R&D and technological innovation risks, which it addresses by accurately grasping industry development directions, maintaining its original product innovation and technological innovation advantages, and continuously researching new technologies such as 5G TBOX, V2X vehicle-road collaboration technology, and information communication domain controllers90 XI. Registration Form for Research, Communication, and Interview Activities During the Reporting Period This section details the company's investor relations activities from January to May 2025, including dates, locations, methods, types of attendees, and main topics discussed, reflecting proactive investor engagement - From January 6, 2025, to May 26, 2025, the company hosted numerous institutional investors, including Fullgoal Fund, Western Lead Fund, CITIC Securities, TF Securities, Taikang Asset, Harvest Fund, and CICC, through on-site research and online platform exchanges919293 XII. Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan The company approved its "Market Value Management System" on April 18, 2025, outlining goals to reward shareholders, protect investor interests, ensure compliant operations, focus on core business, improve operational quality, and enhance investor relations to promote a fair reflection of its investment value. The company did not disclose a valuation enhancement plan - The company approved the "Market Value Management System" at the eleventh meeting of the fourth board of directors on April 18, 202594 - This system clarifies that the company should foster a shareholder return awareness, take measures to protect the interests of investors, especially small and medium investors, operate with integrity and compliance, focus on its main business, operate steadily, and leverage the cultivation and application of new quality productive forces to enhance operational levels and development quality94 - The company did not disclose a valuation enhancement plan95 XIII. Implementation of "Dual Improvement in Quality and Returns" Action Plan The company did not disclose an "Action Plan for Dual Improvement in Quality and Returns" announcement during the reporting period - The company did not disclose an "Action Plan for Dual Improvement in Quality and Returns" announcement95 Section IV Corporate Governance, Environment, and Society I. Changes in Directors, Supervisors, and Senior Management During the reporting period, the company experienced multiple changes in its directors, supervisors, and senior management, including the appointment of Yuan Huawen as Deputy General Manager, the departure of independent directors Huang Xuming, Lin Jing, and Cai Xiaorong, and the election of Ye Guorui, Chen Shu, and Chen Jun as new independent directors, along with the departure of supervisors Zhou Xiayu, Chen Ting, and Yang Mingwang due to supervisory board reform, and the addition of Pan Mintao as an employee representative director Changes in Directors, Supervisors, and Senior Management | Name | Position | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | Yuan Huawen | Deputy General Manager | Appointment | April 18, 2025 | Newly appointed Deputy General Manager | | Huang Xuming | Independent Director | Resignation | May 12, 2025 | Personal reasons | | Zhou Xiayu | Chairperson of Supervisory Board | Resignation | May 12, 2025 | Supervisory board reform | | Ye Guorui | Independent Director | Election | May 12, 2025 | Original independent director resigned, new independent director elected | | Pan Mintao | Employee Representative Director | Election | May 15, 2025 | Addition of employee representative director | | Lin Jing | Independent Director | Resignation | June 19, 2025 | Personal reasons | | Cai Xiaorong | Independent Director | Resignation | June 19, 2025 | Personal reasons | | Chen Shu | Independent Director | Election | June 19, 2025 | Original independent director resigned, new independent director elected | | Chen Jun | Independent Director | Election | June 19, 2025 | Original independent director resigned, new independent director elected | II. Profit Distribution and Capital Reserve to Share Capital Conversion During the Reporting Period The company plans not to distribute cash dividends, issue bonus shares, or convert capital reserves into share capital for the semi-annual period - The company plans not to distribute cash dividends, issue bonus shares, or convert capital reserves into share capital for the semi-annual period98 III. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation 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 period99 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 law100 V. Social Responsibility The company upholds legal and compliant operations, maintains a stable and win-win supply chain, actively promotes energy conservation and environmental protection with ISO14001 certification, ensures transparent information disclosure, and fosters employee development through internal platforms and school-enterprise collaborations - The company consistently adheres to legal operations as a crucial guarantee for its continuous, healthy, and stable development, having established a sound and standardized internal operating system100 - The company's supply chain addresses procurement management, operational management, and logistics management requirements to achieve overall optimization in the supply chain domain and actively protect the rights and interests of suppliers101 - The company employs inquiry-based procurement and bidding methods to establish fair, just, standardized, and honest supply relationships, and conducts comprehensive risk prevention and control for new suppliers102 - The company has passed ISO14001 environmental management system certification, advocates green and environmental protection concepts, actively promotes energy conservation and emission reduction, rational resource utilization, and creates a low-carbon, green, and environmentally friendly working model103104 - The company consistently places high importance on information disclosure, strictly adhering to laws, regulations, and supervisory requirements to truthfully, accurately, completely, and timely disclose relevant company information, and maintains open communication channels with investors105 - The company hires employees in accordance with national laws and regulations, provides reasonable compensation and statutory benefits, respects diverse cultures and religious beliefs, and offers supplementary benefits and holidays106 - Through continuous campus recruitment activities, the company has established good school-enterprise relationships with various universities and engages in in-depth school-enterprise cooperation across dimensions such as industry-academia-research to enhance talent quality107 Section V Significant Matters I. Fulfillment of Commitments by Actual Controller, Shareholders, Related Parties, Acquirers, and the Company During the Reporting Period and Overdue Unfulfilled Commitments as of the End of the Reporting Period The company's actual controller, shareholders, and related parties fully fulfilled all commitments made during the initial public offering, including share lock-up, share reduction, avoidance of horizontal competition, and regulation of related party transactions, with no overdue unfulfilled commitments at period-end - Chen Guoying, Lin Huirong, Chen Yi, Fujian Guomai Group Co., Ltd., and other committing parties normally fulfilled their commitments regarding share lock-up during the reporting period109 - Fujian Guomai Group Co., Ltd., Chen Guoying, and other committing parties normally fulfilled their commitments regarding the avoidance of horizontal competition during the reporting period109 - Fujian Guomai Group Co., Ltd., Chen Guoying, Sui Ronghua, and other committing parties normally fulfilled their commitments regarding the regulation and reduction of related party transactions during the reporting period109 II. Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties The company had no non-operating funds occupied by its controlling shareholder or other related parties during the reporting period - The company's reporting period shows no non-operating funds occupied by the controlling shareholder or other related parties of the listed company110 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 period111 IV. Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited112 V. Explanation by the Board of Directors, Supervisory Board, and Audit Committee on the "Non-Standard Audit Report" for the Current Period The company had no non-standard audit report during the reporting period, thus no explanation is required - The company had no non-standard audit report during the reporting period113 VI. Explanation by the Board of Directors on the "Non-Standard Audit Report" for the Previous Year The company had no non-standard audit report during the reporting period, thus no explanation is required - The company had no non-standard audit report during the reporting period113 VII. Bankruptcy and Reorganization Matters The company had no bankruptcy and reorganization matters during the reporting period - The company had no bankruptcy and reorganization matters during the reporting period113 VIII. Litigation Matters The company had no significant litigation or arbitration matters during the reporting period. One non-significant lawsuit involving 7.6803 million yuan is awaiting second-instance judgment, with no expected material adverse impact on the company's financial position or going concern ability - The company had no significant litigation or arbitration matters during the reporting period114 Other Litigation Matters | Basic Information of Litigation (Arbitration) | Amount Involved (million yuan) | Provision for Liabilities Formed | Litigation (Arbitration) Progress | Outcome and Impact of Litigation (Arbitration) | | :--- | :--- | :--- | :--- | :--- | | During the reporting period, the company had 1 non-significant lawsuit | 7.6803 | No | Awaiting second-instance judgment | No significant impact on the company | 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 period115 X. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller The company, its controlling shareholder, and actual controller had no integrity issues during the reporting period - The company, its controlling shareholder, and actual controller had no integrity issues during the reporting period116 XI. Significant Related Party Transactions The company had no related party transactions related to daily operations, asset or equity acquisitions/disposals, joint external investments, related party creditor-debtor relationships, or financial business with affiliated finance companies, and no other significant related party transactions during the reporting period - The company had no related party transactions related to daily operations during the reporting period116 - The company had no related party transactions involving asset or equity acquisitions or disposals during the reporting period117 - The company had no related party creditor-debtor relationships during the reporting period119 XII. Significant Contracts and Their Performance The company had no entrustment, contracting, or leasing matters, no significant guarantees, and no significant daily operation contracts or other significant contracts during the reporting period - The company had no entrustment situations during the reporting period123 - The company had no significant guarantees during the reporting period126 - The company had no significant daily operation contracts during the reporting period127 XIII. Explanation of Other Significant Matters The company had no other significant matters requiring explanation during the reporting period - The company had no other significant matters requiring explanation during the reporting period129 XIV. Significant Matters of Company Subsidiaries The company had no significant matters concerning its subsidiaries during the reporting period - The company had no significant matters concerning its subsidiaries during the reporting period130 Section VI Changes in Shares and Shareholder Information I. Changes in Share Capital On May 21, 2025, the company implemented its 2024 annual equity distribution, converting capital reserves into shares at a rate of 4.9 shares for every 10, increasing total shares from 70.15 million to 104.5235 million, with corresponding increases in restricted shares Changes in Share Capital | Share Type | Number Before Change (shares) | Proportion Before Change | Capital Reserve to Share Capital Conversion (shares) | Number After Change (shares) | Proportion After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 52,600,000 | 74.98% | 25,774,000 | 78,374,000 | 74.98% | | II. Unrestricted Shares | 17,550,000 | 25.02% | 8,599,500 | 26,149,500 | 25.02% | | III. Total Shares | 70,150,000 | 100.00% | 34,373,500 | 104,523,500 | 100.00% | - On May 21, 2025, the company carried out its 2024 annual equity distribution, converting capital reserves into shares at a rate of 4.9 shares for every 10 shares based on the company's total share capital of 70.15 million shares, resulting in a total increase of 34.3735 million shares, after which the company's total share capital changed from 70.15 million shares to 104.5235 million shares133 Changes in Restricted Shares | Shareholder Name | Restricted Shares at Beginning of Period (shares) | Restricted Shares Increased in Current Period (shares) | Restricted Shares at End of Period (shares) | Reason for Restriction | Proposed Date of Lifting Restriction | | :--- | :--- | :--- | :--- | :--- | :--- | | Guomai Group | 23,625,000 | 11,576,250 | 35,201,250 | IPO Restriction | 2027-09-11 | | Chen Guoying | 19,812,500 | 9,708,125 | 29,520,625 | IPO Restriction | 2027-09-11 | | Xie Suping | 5,062,500 | 2,480,625 | 7,543,125 | IPO Restriction | 2027-09-11 | | Chendao Investment | 1,890,000 | 926,100 | 2,816,100 | IPO Restriction | 2025-09-11 | | SAIC Capital | 1,500,000 | 735,000 | 2,235,000 | IPO Restriction | 2025-09-11 | | Development Zone State-owned Assets Company | 500,000 | 245,000 | 745,000 | IPO Restriction | 2025-09-11 | | Chaoxing Investment | 210,000 | 102,900 | 312,900 | IPO Restriction | 2025-09-11 | | Total | 52,600,000 | 25,774,000 | 78,374,000 | -- | -- | II. Securities Issuance and Listing The company had no securities issuance or listing activities during the reporting period - The company had no securities issuance or listing activities during the reporting period137 III. Number of Shareholders and Shareholding As of the end of the reporting period, the company had 14,596 common shareholders. The top ten shareholders include Guomai Group, Chen Guoying, and Xie Suping, holding significant combined stakes. Chen Guoying is the actual controller of Guomai Group, and together they hold 61.92% of the company's shares. 745,000 shares held by Development Zone State-owned Assets Company are pledged Total Common Shareholders and Top 10 Shareholders' Shareholding at End of Reporting Period | Indicator | Quantity | | :--- | :--- | | Total Common Shareholders at End of Reporting Period | 14,596 | | Shareholder Name | Shareholder Nature | Shareholding Percentage | Number of Shares Held at End of Reporting Period (shares) | Number of Restricted Shares Held (shares) | Pledged, Marked, or Frozen Status (number) | | :--- | :--- | :--- | :--- | :--- | :--- | | Guomai Group | Domestic Non-State-owned Legal Person | 33.68% | 35,201,250 | 35,201,250 | 0 | | Chen Guoying | Domestic Natural Person | 28.24% | 29,520,625 | 29,520,625 | 0 | | Xie Suping | Domestic Natural Person | 7.22% | 7,543,125 | 7,543,125 | 0 | | Chendao Investment | Domestic Non-State-owned Legal Person | 2.69% | 2,816,100 | 2,816,100 | 0 | | SAIC Capital | Domestic Non-State-owned Legal Person | 2.14% | 2,235,000 | 2,235,000 | 0 | | Development Zone State-owned Assets Company | State-owned Legal Person | 0.71% | 745,000 | 745,000 | 745,000 (Pledged) | | Chaoxing Investment | Domestic Non-State-owned Legal Person | 0.30% | 312,900 | 312,900 | 0 | | China Merchants Bank Co., Ltd. - Southern CSI 1000 ETF | Other | 0.28% | 292,565 | 0 | 0 | | Shan Meiqin | Domestic Natural Person | 0.24% | 254,688 | 0 | 0 | | Hong Kong Securities Clearing Company Limited | Overseas Legal Person | 0.24% | 251,062 | 0 | 0 | - Mr. Chen Guoying is the actual controller of Guomai Group; Mr. Chen Guoying and Guomai Group are parties acting in concert, jointly holding 61.92% of the company's shares138 IV. Changes in Shareholdings of Directors, Supervisors, and Senior Management There were no changes in the shareholdings of the company's directors, supervisors, and senior management during the reporting period, as detailed in the 2024 annual report - The company's directors, supervisors, and senior management had no changes in shareholdings during the reporting period, details can be found in the 2024 annual report141 V. Changes in Controlling Shareholder or Actual Controller The company's controlling shareholder and actual controller remained unchanged during the reporting period - The company's controlling shareholder remained unchanged during the reporting period142 - The company's actual controller remained unchanged during the reporting period142 VI. Preferred Shares The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period143 Section VII Bond-Related Matters Bond-Related Matters The company had no bond-related matters during the reporting period - The company had no bond-related matters during the reporting period145 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 audited147 II. Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the first half of 2025, offering a comprehensive view of its financial position, operating results, and cash flows - This section includes the consolidated balance sheet, parent company balance sheet, consolidated income statement, parent company income statement, consolidated cash flow statement, parent company cash flow statement, consolidated statement of changes in owners' equity, and parent company statement of changes in owners' equity148151154158161164166173 III. Company Basic Information Flairmicro Electronics Co., Ltd. was established in 2008, reorganized as a joint-stock company in 2014, and listed on the Shenzhen Stock Exchange ChiNext in September 2024. In May 2025, its total share capital increased to 104.5235 million shares through capital reserve conversion. The company's main business is computer, communication, and other electronic equipment manufacturing, focusing on intelligent connected vehicle terminals, IoT intelligent modules, software, and services - Flairmicro Electronics Co., Ltd. was established on July 11, 2008, and reorganized into a joint-stock company based on this company in July 2014179 - On September 11, 2024, the company's initial public offering of 17.55 million RMB ordinary shares (A shares) was listed on the ChiNext board of the Shenzhen Stock Exchange, with the stock abbreviation "Flairmicro" and stock code "301600"179 - On May 21, 2025, the company converted capital reserves into shares at a rate of 4.9 shares for every 10 shares to all shareholders, totaling 34.3735 million shares; as of June 30, 2025, the company's total share capital was 104.5235 million shares179 - The company's industry is computer, communication, and other electronic equipment manufacturing, with main products including intelligent connected vehicle terminals, IoT intelligent modules, software, and services179 IV. Basis of Financial Statement Preparation The company's financial statements are prepared on a going concern basis, in accordance with enterprise accounting standards and their interpretations, and comply with CSRC disclosure rules. An assessment of going concern for the next 12 months found no issues - The company prepares its financial statements on a going concern basis, recognizing and measuring transactions and events in accordance with enterprise accounting standards and their application guidelines and interpretations181 - 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, thus the preparation of financial statements on a going concern basis is reasonable182 V. Significant Accounting Policies and Accounting Estimates This section details the company's significant accounting policies and estimates for financial statement preparation, covering compliance with accounting standards, accounting period, operating cycle, functional currency, materiality, consolidated financial statements, cash and cash equivalents, foreign currency transactions, financial instruments, inventories, long-term equity investments, fixed assets, construction in progress, borrowing costs, intangible assets, impairment of long-term assets, long-term deferred expenses, contract liabilities, employee benefits, provisions, revenue, contract costs, government grants, deferred income tax assets/liabilities, and leases, confirming no significant changes during the reporting period - The financial statements prepared by the company comply with the requirements of enterprise accounting standards, truthfully and completely reflecting the company's financial position, operating results, changes in owners' equity, and cash flows184 - The company classifies financial assets at initial recognition 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 profit or loss, and financial assets measured at fair value through other comprehensive income203 - The company recognizes revenue when it satisfies a performance obligation in the contract, which means when the customer obtains control of the related goods, implying the ability to direct the use of the goods and obtain substantially all of the economic benefits from them278 - The company had no significant changes in accounting policies or significant changes in ac
慧翰股份(301600) - 2025 Q2 - 季度财报