Important Notice Statement by the Board of Directors, Supervisory Board, and Senior Management The Board, Supervisory Board, and senior management affirm the semi-annual report's truthfulness, accuracy, and completeness - The company's Board of Directors, Supervisory Board, and all directors, supervisors, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report3 - All company directors attended the Board of Directors meeting4 - Company head Sun Hanben, chief accountant Fan Xuepeng, and head of accounting department Miao Hua declared the financial report to be true, accurate, and complete5 This Semi-Annual Report is Unaudited This semi-annual report has not been audited - This semi-annual report has not been audited5 Profit Distribution Plan or Capital Reserve to Share Capital Increase Plan Approved by the Board of Directors for the Current Reporting Period The company proposes a 0.10 yuan per share cash dividend, totaling 39.29 million yuan, 89.32% of 2025 semi-annual net profit attributable to shareholders - The company plans to distribute a cash dividend of 0.10 yuan (tax inclusive) per share to all shareholders6 - The total proposed cash dividend is 39,288,600 yuan (tax inclusive), accounting for 89.32% of the 2025 semi-annual net profit attributable to listed company shareholders6 Significant Risk Warning No particularly significant risks substantially impacting operations were identified, but investors are advised to note the detailed risks disclosed - During the reporting period, there were no particularly significant risks that had a substantial impact on the company's production and operations7 - The company has elaborated on potential risks in its production and operations within this report, urging investors to be aware of investment risks7 Definitions Definitions of Common Terms This section defines common terms, including company names, key subsidiaries, related parties, and industry organizations, for clear report understanding Common Term Definitions | Common Term | Definition | | :--- | :--- | | Company, the Company, Victall Railway | Qingdao Victall Railway Co.,Ltd | | Luomei Victall | Qingdao Luomei Victall New Material Manufacturing Co.,Ltd | | Keda Electric | Qingdao Keda Intelligent Electric Co.,Ltd | | Chengdu Changtong | Chengdu Victall Changtong Technology Co.,Ltd | | Tangshan Automobile | Victall Automotive Technology (Tangshan) Co.,Ltd | | Changzhou Automobile | Victall Automotive Technology (Changzhou) Co.,Ltd | | Danna Qingdao | DANA Victall Gangtong System (Qingdao) Co.,Ltd | | Victall USA | SMOOTH INC. USA | | Victall Canada | 9529-8329 Québec inc. | | Victall Investment | Qingdao Victall Equity Investment Co.,Ltd | | Ruize Investment | Tangshan Ruize Equity Investment Management Center (Limited Partnership) | | Ningbo Jiuying | Ningbo Meishan Bonded Port Area Jiuying Phase II New Energy Investment Partnership (Limited Partnership) | | China Railway Group | China National Railway Group Co.,Ltd | | CRRC | CRRC Corporation Limited | | Qingdao Sifang | CRRC Qingdao Sifang Locomotive & Rolling Stock Co.,Ltd | | Changchun Passenger Car or Changke | CRRC Changchun Railway Vehicles Co.,Ltd | | Tangshan Passenger Car or Tangche | CRRC Tangshan Co.,Ltd | | Alstom | Alstom Group (France) | | Siemens | Siemens AG (Germany) | | A-shares | RMB Ordinary Shares | | Reporting Period | January 1, 2025 to June 30, 2025 | Company Profile and Key Financial Indicators Company Information This section provides the company's basic registration details, including its Chinese name, abbreviation, English name, and legal representative Company Basic Information | Indicator | Content | | :--- | :--- | | Chinese Name | 青岛威奥轨道股份有限公司 | | Chinese Abbreviation | 威奥股份 | | English Name | Qingdao Victall Railway Co.,Ltd | | English Name Abbreviation | Victall | | Legal Representative | 孙汉本 | Contact Person and Contact Information This section lists contact information for the Board Secretary and Securities Affairs Representative, including names, addresses, phone, fax, and email Company Contact Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Zhao Tingting | No. 3 Xinghai Branch Road, Chengyang District, Qingdao | 0532-81107030 | 0532-81108300 | zhaotingting@victall.com | | Securities Affairs Representative | Wang Panpan | No. 3 Xinghai Branch Road, Chengyang District, Qingdao | 0532-81107030 | 0532-81108300 | wangpanpan@victall.com | Brief Introduction to Changes in Basic Information During the reporting period, the company's registered address remained unchanged, as did its office address, website, and email - During the reporting period, there were no changes to the company's registered address17 Company Basic Information | Indicator | Content | | :--- | :--- | | Company Office Address | No. 3 Xinghai Branch Road, Chengyang District, Qingdao, Shandong Province | | Company Website | http://www.victall.com | | Email | zqtz@victall.com | Brief Introduction to Changes in Information Disclosure and Document Custody Locations The company designates specific newspapers and the SSE website for information disclosure, with reports available at its Securities Investment Department Information Disclosure Status | Information Disclosure Newspapers | Website Address for Semi-Annual Report Publication | Company's Semi-Annual Report Custody Location | | :--- | :--- | :--- | | China Securities Journal, Shanghai Securities News, Securities Times, Securities Daily | http://www.sse.com.cn | Company Securities Investment Department | Company Stock Overview The company's A-shares are listed on the Shanghai Stock Exchange under the abbreviation 'Victall Railway' and stock code '605001' Company Stock Overview | Stock Type | Stock Exchange | Stock Abbreviation | Stock Code | Previous Stock Abbreviation | | :--- | :--- | :--- | :--- | :--- | | A-shares | Shanghai Stock Exchange | 威奥股份 | 605001 | None | Company's Key Accounting Data and Financial Indicators Operating revenue and net profit grew significantly, while net cash flow from operating activities decreased during the reporting period Key Accounting Data (January-June 2025 vs. Same Period Last Year) | Indicator | Current Reporting Period (Jan-Jun) | Same Period Last Year | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 844,483,421.31 yuan | 591,291,168.39 yuan | 42.82 | | Total Profit | 55,396,905.09 yuan | 34,394,693.96 yuan | 61.06 | | Net Profit Attributable to Listed Company Shareholders | 43,986,865.22 yuan | 30,397,990.19 yuan | 44.70 | | Net Profit Attributable to Listed Company Shareholders Excluding Non-Recurring Gains and Losses | 39,479,250.99 yuan | 32,555,018.13 yuan | 21.27 | | Net Cash Flow from Operating Activities | 83,079,430.95 yuan | 148,412,844.15 yuan | -44.02 | Key Financial Indicators (January-June 2025 vs. Same Period Last Year) | Indicator | Current Reporting Period (Jan-Jun) | Same Period Last Year | Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (yuan/share) | 0.11 | 0.08 | 39.95 | | Basic Earnings Per Share Excluding Non-Recurring Gains and Losses (yuan/share) | 0.10 | 0.08 | 25.61 | | Weighted Average Return on Net Assets (%) | 1.61 | 1.10 | Increased by 0.51 percentage points | | Weighted Average Return on Net Assets Excluding Non-Recurring Gains and Losses (%) | 1.44 | 1.17 | Increased by 0.27 percentage points | - The increase in the company's operating performance was primarily due to increased sales in the current period22 - The decrease in net cash flow from operating activities in the current period was mainly due to an increase in bill deposits paid22 Non-Recurring Gains and Losses Items and Amounts Total non-recurring gains and losses were 4.51 million yuan, mainly from government grants, non-current asset disposal, and other non-operating items Non-Recurring Gains and Losses Items (Unit: yuan) | Non-Recurring Gains and Losses Item | Amount | | :--- | :--- | | Gains and losses from disposal of non-current assets | -364,946.55 | | Government grants recognized in current profit or loss | 5,201,957.68 | | Gains and losses arising from changes in fair value of financial assets and liabilities held by non-financial enterprises, and disposal of financial assets and liabilities, excluding effective hedge accounting related to normal business operations | 34,771.01 | | Other non-operating income and expenses apart from the above | -117,580.28 | | Other items that meet the definition of non-recurring gains and losses | 604,833.88 | | Less: Income tax impact | 845,672.27 | | Minority interest impact (after tax) | 5,749.24 | | Total | 4,507,614.23 | Management Discussion and Analysis Explanation of the Company's Industry and Main Business Operations During the Reporting Period The company specializes in R&D, production, sales, and service of rail transit vehicle supporting products, deeply involved in China's high-speed rail development, maintaining strong industry growth - The company primarily engages in the research, development, production, sales, and service of rail transit vehicle supporting products, providing modular products and components for high-speed trains, urban rail, and subway vehicles27 - The company's main products include five categories: rail vehicle interior products, vacuum toilet systems, metal structural parts, modular products, and exterior structural parts, along with maintenance services27 - The company is a core supplier to renowned high-speed train manufacturers both domestically and internationally, including CRRC, Siemens, and Alstom27 - In the first half of 2025, national railway passenger traffic reached 2.24 billion person-times, a 6.7% year-on-year increase; national railway fixed asset investment completed 355.9 billion yuan, up 5.5% year-on-year; national EMU production was 1,058 vehicles, a cumulative increase of 41.4%3435 Company's Main Business, Products, and Uses The company focuses on R&D, production, sales, and service of rail transit vehicle supporting products, covering interiors, vacuum toilet systems, and metal structural parts, serving as a core supplier to high-speed train manufacturers - The company primarily engages in the research, development, production, sales, and service of rail transit vehicle supporting products, providing modular products and components for high-speed trains, urban rail, and subway vehicles27 - Main products include five major categories: rail vehicle interior products, vacuum toilet systems, metal structural parts, modular products, and exterior structural parts27 - The company has fully participated in the introduction, digestion, and re-innovation process of China's high-speed trains, supplying products for the “Fuxinghao” series of EMUs28 Company's Business Model The company uses a 'project-based' R&D model, with procurement and production driven by customer orders, and direct sales to domestic and international rail transit vehicle manufacturers - R&D and Design Model: The company's R&D center implements “project-based” management, maintaining a leading position in technological innovation through a combination of production, academia, and research2930 - Procurement Model: Delivery plans are formulated based on orders, SAP system generates procurement plans, and the supplier management department is responsible for supplier development, auditing, and price negotiation31 - Production Model: Adopts an order-oriented production model to meet the customized characteristics of multiple varieties, multiple batches, small quantities, short delivery times, and high reliability32 - Sales Model: Obtains orders through direct sales by participating in customer tenders or competitive negotiations, with major customers being domestic and international rail transit vehicle manufacturers33 Industry Overview Operating in the high-speed rail equipment sector, the company saw strong growth in H1 2025 with increased fixed asset investment and EMU production, driven by digitalization and sustainability - The company operates in the “C37 Railway, Ship, Aerospace, and Other Transportation Equipment Manufacturing” sector according to the CSRC's Industry Classification Guidelines for Listed Companies, and the “C3714 High-speed Rail Equipment and Parts Manufacturing Industry” according to the National Bureau of Statistics' Industry Classification for National Economy34 - In the first half of 2025, national railway passenger traffic reached 2.24 billion person-times, a 6.7% year-on-year increase; national railway fixed asset investment completed 355.9 billion yuan, up 5.5% year-on-year3435 - In the first half of 2025, national EMU production was 1,058 vehicles, a cumulative increase of 41.4%, reflecting strong railway passenger demand35 - The rail transit industry is increasingly characterized by accelerated transformation towards digitalization, efficiency, environmental protection, and low carbon, with the introduction of AI diagnostic systems to enhance operational efficiency35 Discussion and Analysis of Operations The company achieved growth in new orders and maintenance spare parts by focusing on rail transit, expanding markets, strengthening innovation, implementing quality control, and upgrading digital platforms, also entering the health business - The company focused on its core rail transit business, consolidated its domestic market advantages, actively expanded into overseas markets in Europe and America, achieving year-on-year growth in both new orders and maintenance spare parts orders36 - The automotive business deeply explored existing cooperation potential, and the health business successfully launched innovative products, filling a market gap for small household integrated oxygen chambers36 - Driven by innovation, the company actively participated in the R&D of CR450 intelligent EMUs, hydrogen-powered high-speed trains, and the Beijing-Xiong'an express line project, while completing a comprehensive upgrade of its PDM system37 - Implemented full-process quality risk intelligent control, establishing a full-process quality tracking system and equipment monitoring system to proactively identify process risks37 - Strengthened information security by completing the iteration of the enterprise-level file encryption system and integrating it with the PDM design platform; the PLM system was officially launched, steadily advancing the strategic transformation of the R&D digital platform3839 Analysis of Core Competencies During the Reporting Period The company's core competencies include comprehensive service, R&D, key products, customer resources, certifications, and a global service network, supporting its leading position in rail transit equipment - Comprehensive Supporting Service Capability Advantage: A rich product line covering almost all categories of rail transit vehicle interior supporting products, offering “one-stop” procurement and full lifecycle solutions40 - Technical R&D Advantage: A national high-tech enterprise with multiple R&D platforms, including a national enterprise technology center, holding 501 valid patents (including 57 invention patents) as of the end of the reporting period41 - Key Product Advantage: Covers serialized intelligent business class seats, toilet and water supply systems, integrated interior products for rail vehicles, and extends to CR450 models and oxygen-enriched health cabin products, featuring high integration and high added value41 - Customer Resource Advantage: Established long-term stable cooperative relationships with major CRRC subsidiaries and internationally renowned manufacturers such as Siemens and Alstom42 - Qualification Certification Advantage: Continuously maintains ISO14001 Environmental Management System, ISO45001 Occupational Health and Safety Management System, ISO/IEC17025:2017 Laboratory Accreditation, ISO9001:2015 Quality Management System, and ISO/22163 (International Railway Industry Standard) certifications43 - Service Network Advantage: Built a comprehensive global service network, with over 20 service centers domestically and service centers in Berlin, Krefeld, etc., overseas, providing one-stop service43 Key Operating Performance During the Reporting Period Operating revenue grew 42.82%, costs 56.71%, financial expenses decreased 96.07%, and R&D expenses grew 37.76%, with significant asset-liability changes including increased monetary funds, accounts receivable, notes payable, and non-current liabilities due within one year Key Financial Statement Item Change Analysis Table (Unit: yuan) | Item | Current Period Amount | Same Period Last Year Amount | Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 844,483,421.31 | 591,291,168.39 | 42.82 | Mainly due to increased sales in the current period | | Operating Costs | 616,411,821.71 | 393,336,585.48 | 56.71 | Mainly due to increased operating revenue in the current period, leading to a corresponding increase in operating costs | | Selling Expenses | 32,018,986.89 | 33,328,494.30 | -3.93 | Mainly due to product quality assurance fees being included in main business costs in the current period | | Administrative Expenses | 86,962,943.31 | 83,573,392.89 | 4.06 | Mainly due to increased depreciation from new equipment in the current period | | Financial Expenses | 1,527,133.86 | 38,832,160.41 | -96.07 | Mainly due to reduced exchange losses in the current period compared to the same period last year due to exchange rate fluctuations | | R&D Expenses | 52,747,315.63 | 38,290,095.77 | 37.76 | Mainly due to increased investment in R&D projects in the current period compared to the same period last year | | Net Cash Flow from Operating Activities | 83,079,430.95 | 148,412,844.15 | -44.02 | Increased payment of goods via acceptance bills in the current period, leading to a corresponding increase in bill deposits paid | | Net Cash Flow from Investing Activities | -54,157,870.00 | 105,367,999.32 | -151.40 | Mainly due to reduced wealth management products in the current period, and lower recovery of investment principal and investment income compared to the same period last year | | Net Cash Flow from Financing Activities | 120,856,230.20 | -164,681,936.76 | Not applicable | Mainly due to increased borrowings in the current period compared to the same period last year | - Overseas assets amounted to 188,527,827.45 yuan, accounting for 3.65% of total assets52 Assets and Liabilities Status Change (Unit: yuan) | Item Name | Current Period End Amount | Proportion of Total Assets (%) | Previous Year End Amount | Proportion of Total Assets (%) | Change Percentage from Previous Year End (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 748,523,344.61 | 14.53 | 435,999,505.62 | 9.17 | 71.68 | | Trading Financial Assets | 1,052,156.74 | 0.02 | - | - | 100.00 | | Notes Receivable | 165,116,814.19 | 3.21 | 416,396,468.64 | 8.76 | -60.35 | | Accounts Receivable | 1,089,169,602.08 | 21.15 | 814,386,198.15 | 17.13 | 33.74 | | Financing for Receivables | 5,777,759.82 | 0.11 | 91,580.00 | 0.00 | 6,208.98 | | Prepayments | 41,567,817.95 | 0.81 | 25,688,341.56 | 0.54 | 61.82 | | Construction in Progress | 58,218,736.16 | 1.13 | 120,614,490.91 | 2.54 | -51.73 | | Long-term Deferred Expenses | 34,165,781.17 | 0.66 | 24,785,190.13 | 0.52 | 37.85 | | Other Non-current Assets | 12,390,793.33 | 0.24 | 30,392,030.40 | 0.64 | -59.23 | | Notes Payable | 281,731,144.57 | 5.47 | 52,195,985.09 | 1.10 | 439.76 | | Employee Remuneration Payable | 27,723,736.08 | 0.54 | 42,418,531.18 | 0.89 | -34.64 | | Taxes Payable | 28,784,513.08 | 0.56 | 42,120,093.73 | 0.89 | -31.66 | | Non-current Liabilities Due Within One Year | 255,001,213.92 | 4.95 | 106,545,456.36 | 2.24 | 139.34 | | Other Current Liabilities | 3,147,392.94 | 0.06 | 1,448,408.89 | 0.03 | 117.30 | | Long-term Borrowings | 167,268,643.37 | 3.25 | 296,420,260.60 | 6.23 | -43.57 | Period-End Major Asset Restriction Status (Unit: yuan) | Item | Book Balance | Book Value | Restriction Type | Restriction Details | | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 204,513,683.11 | 204,513,683.11 | Pledge | Margin | | Notes Receivable | 22,851,031.77 | 22,851,031.77 | Pledge | Bill Pledge | | Fixed Assets | 367,872,200.92 | 144,222,146.96 | Mortgage | Loan Mortgage | | Intangible Assets | 120,676,520.71 | 89,586,055.94 | Mortgage | Loan Mortgage | | Investment Properties | 36,919,369.59 | 4,711,441.70 | Mortgage | Loan Mortgage | | Total | 752,832,806.10 | 465,884,359.48 | / | / | Analysis of Main Business Operating revenue and costs significantly increased, selling expenses slightly decreased, administrative and R&D expenses rose, and financial expenses dropped substantially due to reduced exchange losses - Operating revenue increased by 42.82%, primarily due to increased sales in the current period45 - Financial expenses decreased by 96.07% year-on-year, mainly due to reduced exchange losses in the current period compared to the same period last year due to exchange rate fluctuations4546 - R&D expenses increased by 37.76% year-on-year, primarily due to increased investment in R&D projects in the current period compared to the same period last year4546 Analysis of Assets and Liabilities Period-end monetary funds, accounts receivable, financing for receivables, prepayments, notes payable, non-current liabilities due within one year, and other current liabilities grew significantly, while notes receivable, construction in progress, other non-current assets, and long-term borrowings decreased - Monetary funds increased by 71.68%, primarily due to an increase in short-term borrowings in the current period49 - Notes receivable decreased by 60.35%, mainly due to the maturity and payment of some acceptance bills and payments to suppliers49 - Notes payable increased by 439.76%, primarily due to an increase in payments to suppliers via acceptance bills in the current period49 - Construction in progress decreased by 51.73%, mainly due to the transfer of factory buildings from the rail transit vehicle supporting equipment (Qingdao) construction project to fixed assets in the current period49 - Non-current liabilities due within one year increased by 139.34%, primarily due to an increase in long-term borrowings maturing within one year in the current period50 Analysis of Investment Status Long-term equity investments increased by 9.26%, and trading financial assets reached 1.05 million yuan at period-end, mainly from increased wealth management product purchases - As of the end of the reporting period, the company's long-term equity investment was 107,047,378.28 yuan, an increase of 9,070,578.5 yuan from the beginning of the year, representing a 9.26% increase54 Trading Financial Assets Movement (Unit: yuan) | Asset Category | Beginning Balance | Amount Purchased in Current Period | Ending Balance | | :--- | :--- | :--- | :--- | | Trading Financial Assets | - | 1,052,156.74 | 1,052,156.74 | Analysis of Major Holding and Participating Companies The company's major holding subsidiaries, Qingdao Luomei Victall New Material Manufacturing Co.,Ltd, Changchun Victall Rail Transit Technology Co.,Ltd, and MANTECH CORPORATION LIMITED, all achieved profitability during the reporting period, significantly contributing to the company's net profit Major Holding and Participating Company Financial Data (Unit: RMB yuan) | Company Name | Registered Capital | Total Assets | Net Assets | Net Profit | | :--- | :--- | :--- | :--- | :--- | | Qingdao Luomei Victall New Material Manufacturing Co.,Ltd | 40.1176 million yuan | 1,270,207,388.77 | 301,957,029.80 | 38,095,282.39 | | Qingdao Keda Intelligent Electric Co.,Ltd | 7.00 million yuan | 1,083,966,247.11 | 228,990,299.80 | -19,723,030.30 | | Tangshan Victall Rail Transit Equipment Co.,Ltd | 150.00 million yuan | 599,351,838.14 | 217,675,645.80 | 266,137.43 | | Changchun Victall Rail Transit Technology Co.,Ltd | 10.00 million yuan | 424,691,762.71 | 121,883,289.03 | 12,490,895.10 | | MANTECH CORPORATION LIMITED | 10,000 HKD | 188,527,827.45 | 56,664,902.49 | 9,609,842.84 | - Qingdao Luomei Victall New Material Manufacturing Co.,Ltd's net profit of 38,095,282.39 yuan had an impact of over 10% on the company's net profit58 - Changchun Victall Rail Transit Technology Co.,Ltd's net profit of 12,490,895.10 yuan had an impact of over 10% on the company's net profit58 - MANTECH CORPORATION LIMITED's net profit of 9,609,842.84 yuan had an impact of over 10% on the company's net profit58 Other Disclosure Matters The company faces multiple risks including policy changes, market competition, high customer concentration, raw material price fluctuations, product quality, production safety, price declines, management, technology, financial issues, and tax policy changes - Industrial policy change risk: Significant adjustments to national rail transit industrial policies or a phased slowdown in railway investment and construction progress may adversely affect the company's operating performance59 - Intensified market competition risk: New manufacturers may enter the company's niche industry by increasing R&D investment, weakening the company's market competitive advantage60 - High customer concentration risk: Downstream customers are primarily CRRC subsidiaries and international manufacturers like Siemens and Alstom; significant adverse changes in customer operations may impact the company's performance6061 - Operating risks: Including raw material price fluctuations, product quality risks, production safety risks, and product price decline risks6162 - Financial risks: Including bad debts from accounts receivable, large inventory scale, fluctuations in operating performance, and declining gross margins6364 - Tax preferential policy change risk: The company and several subsidiaries enjoy a 15% corporate income tax preferential rate as high-tech enterprises; policy adjustments or failure to renew qualifications upon expiration may adversely affect profitability6566 Potential Risks The company faces various risks from macroeconomic factors, industry policies, market competition, customer concentration, raw material prices, product quality, production safety, pricing, management, technology, financial aspects, and tax incentives, requiring continuous attention - Industrial policy change risk: Significant adjustments to national rail transit industrial policies or a phased slowdown in railway investment and construction progress may adversely affect the company's operating performance59 - Intensified market competition risk: New manufacturers may enter the company's niche industry by increasing R&D investment, weakening the company's market competitive advantage60 - High customer concentration risk: Downstream customers are primarily CRRC subsidiaries and international manufacturers like Siemens and Alstom; significant adverse changes in customer operations may impact the company's performance6061 - Operating risks: Including raw material price fluctuations, product quality risks, production safety risks, and product price decline risks6162 - Management risks: The company's asset and business scale have significantly increased, posing higher demands on management models, human resources, marketing, and internal control63 - Technical risks: Market demand and customer requirements are continuously increasing; failure to timely develop new technologies and products may lead to a decline in product market competitiveness63 - Financial risks: Including bad debts from accounts receivable, large inventory scale, fluctuations in operating performance, and declining gross margins6364 - Tax preferential policy change risk: The company and several subsidiaries enjoy a 15% corporate income tax preferential rate as high-tech enterprises; policy adjustments or failure to renew qualifications upon expiration may adversely affect profitability6566 Corporate Governance, Environment, and Society Changes in Company Directors, Supervisors, and Senior Management Mr. Hu Xiaoyu was appointed as the company's Deputy General Manager, effective from April 25, 2025 - On April 25, 2025, the company's 25th meeting of the Third Board of Directors approved the “Proposal on Appointing the Company's Deputy General Manager,” agreeing to appoint Mr. Hu Xiaoyu as the company's Deputy General Manager69 Profit Distribution or Capital Reserve to Share Capital Increase Plan The company proposes a 0.10 yuan per share cash dividend, totaling 39.29 million yuan, 89.32% of 2025 semi-annual net profit attributable to shareholders - The company plans to distribute a cash dividend of 0.10 yuan (tax inclusive) per share to all shareholders70 - As of June 30, 2025, the company's total share capital was 392,886,000 shares, calculating a total proposed cash dividend of 39,288,600 yuan (tax inclusive)70 - The proposed cash dividend accounts for 89.32% of the 2025 semi-annual net profit attributable to listed company shareholders70 Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information by Law Qingdao Luomei Victall New Material Manufacturing Co.,Ltd is listed for environmental information disclosure, accessible via the Shandong Enterprise Environmental Information Disclosure System - Qingdao Luomei Victall New Material Manufacturing Co.,Ltd is included in the list of enterprises required to disclose environmental information by law72 - The query index for the Enterprise Environmental Information Disclosure Report is http://221.214.62.226:8090/EnvironmentDisclosure/enterpriseRoster/openEnterpriseDetails?comDetailFrom=0&id=913702147636212270[72](index=72&type=chunk) Significant Matters Fulfillment of Commitments Controlling shareholder, actual controllers, and senior management strictly fulfilled commitments on share lock-up, horizontal competition, and related party transactions, including minimum share reduction prices and avoiding competition - The company's controlling shareholder Su Qingyan, actual controllers Sun Hanben, Su Qingyan, Sun Jilong, and Victall Investment controlled by them, committed that the price of Victall Railway shares reduced within two years after the lock-up period expires shall not be lower than the issue price7475 - Actual controllers Sun Hanben, Su Qingyan, and Sun Jilong committed not to engage in businesses that constitute or may constitute horizontal competition with Victall Railway during their tenure as actual controllers of Victall Railway7476 - The company's controlling shareholder Su Qingyan, actual controllers Sun Hanben, Su Qingyan, and Sun Jilong committed in principle not to engage in related party transactions with Victall Railway, and if such transactions occur, they will strictly follow relevant national laws and regulations7477 - Victall Railway committed that if the prospectus contains false records, misleading statements, or major omissions, it will repurchase all newly issued shares in the initial public offering and compensate investors for losses in accordance with the law7478 - Company directors and senior management Sun Hanben, Lu Zhikun, Sun Yongzhi, Liu Haofeng, Sun Jilong, Zhao Fasen, and Zhang Qingye committed to faithfully and diligently perform their duties and safeguard the legitimate rights and interests of the company and all shareholders7480 Significant Litigation and Arbitration Matters The company had no significant litigation or arbitration matters during the reporting period - The company had no significant litigation or arbitration matters during the reporting period84 Significant Contracts and Their Performance Total guarantee balance for subsidiaries was 1.14 billion yuan, representing 42.14% of the company's net assets Company Guarantee Total (Unit: RMB yuan) | Indicator | Amount | | :--- | :--- | | Total guarantee amount for subsidiaries at the end of the reporting period | 1,140,000,000 | | Total guarantee balance for subsidiaries at the end of the reporting period (B) | 1,140,000,000 | | Total Guarantee Amount (A+B) | 1,140,000,000 | | Proportion of Total Guarantee Amount to Company's Net Assets (%) | 42.14 | Explanation of Progress in Use of Raised Funds The IPO raised 1.22 billion yuan net, with 520.72 million yuan invested (46.13% progress); 481 million yuan of idle funds were temporarily used for working capital Overall Use of Raised Funds (Unit: ten thousand yuan) | Source | Total Raised Funds | Net Raised Funds (1) | Cumulative Raised Funds Invested as of End of Reporting Period (4) | Cumulative Raised Funds Investment Progress (%) (6)=(2)/(1) | | :--- | :--- | :--- | :--- | :--- | | Initial Public Offering of Shares | 121,953.84 | 112,889.67 | 52,072.14 | 46.13 | - As of June 30, 2025, the company used idle raised funds to temporarily supplement working capital, with an actual amount of 481 million yuan97 Overall Use of Raised Funds The IPO raised 1.22 billion yuan net, with 520.72 million yuan invested (46.13% progress) as of the reporting period end Overall Use of Raised Funds (Unit: ten thousand yuan) | Source | Total Raised Funds | Net Raised Funds (1) | Cumulative Raised Funds Invested as of End of Reporting Period (4) | Cumulative Raised Funds Investment Progress (%) (6)=(2)/(1) | | :--- | :--- | :--- | :--- | :--- | | Initial Public Offering of Shares | 121,953.84 | 112,889.67 | 52,072.14 | 46.13 | Details of Raised Fund Investment Projects Raised fund projects include Qingdao construction, R&D center, and working capital, with the Tangshan construction project terminated Details of Raised Fund Investment Projects Use (Unit: ten thousand yuan) | Project Name | Total Committed Investment of Raised Funds (1) | Cumulative Raised Funds Invested as of End of Reporting Period (2) | Investment Progress (%) (3)=(2)/(1) | | :--- | :--- | :--- | :--- | | Rail Transit Vehicle Supporting Equipment (Qingdao) Construction Project | 33,351.02 | 18,145.77 | 54.41 | | Rail Transit Vehicle Supporting Equipment (Tangshan) Construction Project | 41,738.65 | 863.84 | 2.07 | | R&D Center Construction | 12,800.00 | 8,062.53 | 62.99 | | Supplementing Working Capital | 25,000.00 | 25,000.00 | 100 | - The Rail Transit Vehicle Supporting Equipment (Tangshan) Construction Project has been terminated94 Other Circumstances Regarding the Use of Raised Funds During the Reporting Period The company temporarily used 481 million yuan of idle raised funds for working capital during the reporting period, with a term not exceeding 12 months - The company used no more than 250 million yuan and 350 million yuan of initial public offering raised funds to temporarily supplement working capital, with a term not exceeding 12 months from the date of approval by the company's Board of Directors97 - As of June 30, 2025, the actual amount of idle raised funds used by the company to temporarily supplement working capital was 481 million yuan97 Share Changes and Shareholder Information Changes in Share Capital During the reporting period, there were no changes in the company's total share capital or share structure - During the reporting period, there were no changes in the company's total share capital or share structure99 Shareholder Information As of period-end, the company had 23,380 ordinary shareholders; Su Qingyan is the largest shareholder (25.10%), and with Sun Hanben and Sun Jilong, forms the actual controlling group - As of the end of the reporting period, the total number of ordinary shareholders was 23,380101 Top Ten Shareholders' Shareholding (as of Period End) | Shareholder Name | Number of Shares Held at Period End | Proportion (%) | Pledged, Marked, or Frozen Status (Number) | Shareholder Nature | | :--- | :--- | :--- | :--- | :--- | | Su Qingyan | 98,619,925 | 25.10 | Pledged 72,900,000 | Domestic Natural Person | | Sun Hanben | 38,220,384 | 9.73 | None 0 | Domestic Natural Person | | Tangshan Ruize Equity Investment Management Center (Limited Partnership) | 33,002,300 | 8.40 | None 0 | Domestic Non-State-Owned Legal Person | | Liu Ping | 19,650,000 | 5.00 | None 0 | Domestic Natural Person | | Ningbo Meishan Bonded Port Area Jiuying Phase II New Energy Investment Partnership (Limited Partnership) | 16,350,000 | 4.16 | None 0 | Domestic Non-State-Owned Legal Person | | Sun Jilong | 13,650,191 | 3.47 | None 3,500,000 | Domestic Natural Person | - Company shareholders Sun Hanben and Su Qingyan are a married couple, and Sun Jilong is their son; the three are the company's actual controllers and have signed a “Concerted Action Agreement”104 Bond-Related Information Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments The company had no corporate bonds or non-financial enterprise debt financing instruments during the reporting period - The company had no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments during the reporting period107 Convertible Corporate Bonds The company had no convertible corporate bonds during the reporting period - The company had no convertible corporate bonds during the reporting period107 Financial Report Audit Report This semi-annual report has not been audited - This semi-annual report has not been audited5 Financial Statements This section presents the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for H1 2025, reflecting financial position, operating results, and cash flows - Financial statements include consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity109112116120123126128130133 Consolidated Balance Sheet As of June 30, 2025, consolidated total assets were 5.15 billion yuan, with current assets of 3.33 billion yuan and current liabilities of 2.17 billion yuan Consolidated Balance Sheet Key Data (as of June 30, 2025) | Item | Period-End Balance (yuan) | Period-Beginning Balance (yuan) | | :--- | :--- | :--- | | Total Assets | 5,150,341,256.68 | 4,754,673,083.08 | | Total Current Assets | 3,327,389,100.96 | 2,906,409,573.38 | | Total Current Liabilities | 2,167,494,570.78 | 1,647,200,632.77 | | Total Liabilities | 2,438,933,436.79 | 2,048,182,420.16 | | Total Owners' Equity Attributable to Parent Company | 2,705,166,391.20 | 2,699,980,292.36 | Parent Company Balance Sheet As of June 30, 2025, parent company total assets were 4.36 billion yuan, with current assets of 2.75 billion yuan and current liabilities of 2.03 billion yuan Parent Company Balance Sheet Key Data (as of June 30, 2025) | Item | Period-End Balance (yuan) | Period-Beginning Balance (yuan) | | :--- | :--- | :--- | | Total Assets | 4,356,344,773.88 | 3,605,327,238.80 | | Total Current Assets | 2,746,544,782.67 | 2,002,074,919.08 | | Total Current Liabilities | 2,029,131,215.59 | 1,154,581,550.39 | | Total Liabilities | 2,208,946,796.45 | 1,463,129,679.80 | | Total Owners' Equity | 2,147,397,977.43 | 2,142,197,559.00 | Consolidated Income Statement From January to June 2025, consolidated total operating revenue was 844.48 million yuan (up 42.82%); net profit attributable to parent company shareholders was 43.99 million yuan (up 44.70%) Consolidated Income Statement Key Data (January-June 2025) | Item | Current Period Amount (yuan) | Previous Period Amount (yuan) | | :--- | :--- | :--- | | Total Operating Revenue | 844,483,421.31 | 591,291,168.39 | | Total Profit | 55,396,905.09 | 34,394,693.96 | | Net Profit | 43,314,968.17 | 29,365,469.85 | | Net Profit Attributable to Parent Company Shareholders | 43,986,865.22 | 30,397,990.19 | | Basic Earnings Per Share (yuan/share) | 0.11 | 0.08 | Parent Company Income Statement From January to June 2025, parent company operating revenue was 504.92 million yuan (up 41.83%); net profit was 44.43 million yuan (up 48.07%) Parent Company Income Statement Key Data (January-June 2025) | Item | Current Period Amount (yuan) | Previous Period Amount (yuan) | | :--- | :--- | :--- | | Operating Revenue | 504,918,589.18 | 356,003,373.03 | | Total Profit | 45,931,197.22 | 31,464,343.62 | | Net Profit | 44,431,967.90 | 30,007,978.07 | Consolidated Cash Flow Statement From January to June 2025, net cash flow from operating activities was 83.08 million yuan (down 44.02%); net cash flow from investing activities was -54.16 million yuan, and from financing activities was 120.86 million yuan Consolidated Cash Flow Statement Key Data (January-June 2025) | Item | Current Period Amount (yuan) | Previous Period Amount (yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 83,079,430.95 | 148,412,844.15 | | Net Cash Flow from Investing Activities | -54,157,870.00 | 105,367,999.32 | | Net Cash Flow from Financing Activities | 120,856,230.20 | -164,681,936.76 | | Net Increase in Cash and Cash Equivalents | 153,508,806.60 | 89,988,688.93 | Parent Company Cash Flow Statement From January to June 2025, parent company net cash flow from operating activities was 95.94 million yuan (up 8.50%); net cash flow from investing activities was -25.71 million yuan, and from financing activities was 102.14 million yuan Parent Company Cash Flow Statement Key Data (January-June 2025) | Item | Current Period Amount (yuan) | Previous Period Amount (yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 95,942,186.66 | 88,428,272.13 | | Net Cash Flow from Investing Activities | -25,713,895.49 | 150,929,346.17 | | Net Cash Flow from Financing Activities | 102,137,642.77 | -127,760,327.76 | | Net Increase in Cash and Cash Equivalents | 176,337,331.44 | 112,342,324.85 | Consolidated Statement of Changes in Owners' Equity As of June 30, 2025, consolidated total owners' equity was 2.71 billion yuan, an increase of 4.92 million yuan from period-beginning, influenced by comprehensive income and profit distribution Consolidated Statement of Changes in Owners' Equity (January-June 2025) | Item | Beginning Balance (yuan) | Amount of Change in Current Period (yuan) | Ending Balance (yuan) | | :--- | :--- | :--- | :--- | | Total Owners' Equity | 2,706,490,662.92 | 4,917,156.97 | 2,711,407,819.89 | | Total Owners' Equity Attributable to Parent Company | 2,699,980,292.36 | 5,186,098.84 | 2,705,166,391.20 | | Minority Interests | 6,510,370.56 | -268,941.87 | 6,241,428.69 | Parent Company Statement of Changes in Owners' Equity As of June 30, 2025, parent company total owners' equity was 2.15 billion yuan, an increase of 5.20 million yuan from period-beginning, influenced by net profit and profit distribution Parent Company Statement of Changes in Owners' Equity (January-June 2025) | Item | Beginning Balance (yuan) | Amount of Change in Current Period (yuan) | Ending Balance (yuan) | | :--- | :--- | :--- | :--- | | Total Owners' Equity | 2,142,197,559.00 | 5,200,418.43 | 2,147,397,977.43 | | Retained Earnings | 58,517,374.39 | 5,200,418.43 | 63,717,792.82 | Company Basic Information Qingdao Victall Railway Co.,Ltd, reorganized in 2016 and listed on SSE, had 392.886 million shares as of June 30, 2025, focusing on R&D, production, sales, and service of rail transit vehicle supporting products - Qingdao Victall Railway Co.,Ltd was reorganized into a joint-stock company on November 30, 2016, based on the original limited liability company, and its RMB ordinary A-shares have been listed on the Shanghai Stock Exchange137 - As of June 30, 2025, the company's total share capital was 392.886 million shares, consisting of RMB ordinary shares138 - The company and its subsidiaries primarily engage in the research, development, production, sales, and service of rail transit vehicle supporting products, currently comprising two major business segments: high-speed rail and urban rail supporting products139 Basis of Preparation of Financial Statements These financial statements are prepared according to Accounting Standards for Business Enterprises and presented on a going concern and historical cost basis - These financial statements are prepared in accordance with the Accounting Standards for Business Enterprises issued by the Ministry of Finance, along with their application guidelines, interpretations, and other relevant regulations140 - These financial statements are presented on a going concern basis, and except for certain financial instruments, are measured at historical cost140142 Significant Accounting Policies and Estimates This section details the company's accounting policies and estimates across various financial areas, from accounting periods and functional currency to revenue recognition and leases - The company's accounting year runs from January 1 to December 31 of the Gregorian calendar, and its functional currency is RMB143144145 - Financial assets are classified at initial recognition into those measured at amortized cost, at fair value through other comprehensive income, and at fair value through profit or loss, based on the business model for managing financial assets and their contractual cash flow characteristics160 - For notes receivable, accounts receivable, and contract assets, the company consistently measures their loss provisions at an amount equal to the expected credit losses over their entire lifetime, regardless of the presence of a significant financing component171 - Fixed assets are depreciated using the straight-line method, with buildings and structures depreciated over 20 years, and machinery and equipment over 5-10 years189 - Revenue is recognized when performance obligations in the contract are satisfied, i.e., when the customer obtains control of the related goods or services, and is recognized over a period of time or at a point in time depending on the performance obligation210212 Taxation The company's main taxes include VAT, urban maintenance and construction tax, and corporate income tax; it and several subsidiaries benefit from high-tech enterprise tax incentives, VAT super deduction, and export tax rebates Main Tax Categories and Rates | Tax Category | Tax Base | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax | Taxable Value Added | 6%, 13% | | Urban Maintenance and Construction Tax | Taxable Turnover Tax | 5%, 7% | | Corporate Income Tax | Taxable Income | 25%, 16.5%, 26.6%, 32.275%, 27.5% | | Education Surcharge | Taxable Turnover Tax | 3% | | Local Education Surcharge | Taxable Turnover Tax | 2% | - The company and several subsidiaries (e.g., Qingdao Luomei Victall New Material Manufacturing Co.,Ltd, Qingdao Keda Intelligent Electric Co.,Ltd, Tangshan Victall Rail Transit Equipment Co.,Ltd) are recognized as high-tech enterprises, applying a 15% corporate income tax preferential rate226227228229 - The company and some subsidiaries enjoy a 5% VAT super deduction policy for advanced manufacturing enterprises231 - The company's export of rail transit equipment interior products qualifies for VAT export tax rebates, with a primary product export tax rebate rate of 13%232233 Notes to Consolidated Financial Statement Items This section details consolidated financial statement items and their changes, including monetary funds, receivables, inventories, goodwill, borrowings, revenue, costs, and financial expenses - The period-end balance of monetary funds was 748,523,344.61 yuan, of which restricted funds of 204,513,683.11 yuan were mainly for letter of guarantee margins, bill margins, and letter of credit margins235 - The period-end book balance of accounts receivable was 1,143,942,583.18 yuan, with bad debt provisions of 54,772,981.10 yuan; accounts receivable and contract assets from the top five customers collectively accounted for 76.28% of the total245246255 - The period-end book value of inventories was 1,166,656,872.61 yuan, with total inventory impairment provisions and contract performance cost impairment provisions of 24,424,347.19 yuan276277 - Goodwill had a book original value of 466,654,203.22 yuan, with goodwill impairment provisions of 27,249,585.07 yuan, and 8,137,814.71 yuan was recognized in the current period308310 - The period-end balance of short-term borrowings was 971,712,924.17 yuan, primarily guarantee borrowings328 - The period-end balance of notes payable was 281,731,144.57 yuan, a significant increase of 439.76% from the beginning of the period330 - Operating revenue was 844,483,421.31 yuan, operating costs were 616,411,821.71 yuan, with main business revenue accounting for 98.80%363365 - Financial expenses for the current period amounted to 1,527,133.86 yuan, a significant decrease from the previous period, mainly due to a shift from exchange gains to exchange losses369 Research and Development Expenses Total R&D expenditure was 52.75 million yuan, primarily for employee compensation, materials, and testing, significantly increasing from the previous period R&D Expenses by Nature of Expense (Unit: yuan) | Item | Current Period Amount | Previous Period Amount | | :--- | :--- | :--- | | Employee Compensation | 26,833,309.42 | 22,391,165.27 | | Material Costs | 16,138,805.41 | 9,889,460.60 | | Experimental Testing Fees | 6,255,749.97 | 1,430,786.27 | | Depreciation and Amortization | 1,798,328.26 | 1,858,174.20 | | Other Expenses | 1,721,122.57 | 2,720,509.43 | | Total | 52,747,315.63 | 38,290,095.77 | - R&D expenditure for the current period increased by 37.76% compared to the previous period, mainly due to increased investment in R&D projects4546 Changes in Consolidation Scope During the reporting period, the company had no business combinations or transactions leading to loss of control over subsidiaries - During the reporting period, the company had no business combinations involving entities not under common control, business combinations involving entities under common control, reverse acquisitions, or transactions or events leading to loss of control over subsidiaries401 Interests in Other Entities The company controls multiple subsidiaries in manufacturing and trade via multi-level equity, and accounts for investments in associates like IFE-Victall Rail Vehicle Door System (Qingdao) Co.,Ltd using the equity method - The company owns Qingdao Luomei Victall New Material Manufacturing Co.,Ltd, Qingdao Keda Intelligent Electric Co.,Ltd, Tangshan Victall Rail Transit Equipment Co.,Ltd, and several other wholly-owned or controlled subsidiaries402 - The company controls Victall Holding GmbH (Germany Victall) and 9529-8329 Québec inc. (Canada Victall) through its subsidiary MANTECH CORPORATION LIMITED (Hong Kong Keda); it controls Luoyang Xindi Railway Electrification Co.,Ltd and Sichuan Lingao Information Technology Co.,Ltd through its subsidiary Chengdu Victall Changtong Technology Co.,Ltd404405 - Important associates include IFE-Victall Rail Vehicle Door System (Qingdao) Co.,Ltd, in which the company holds a 41.00% stake and accounts for using the equity method411 - IFE-Victall Rail Vehicle Door System (Qingdao) Co.,Ltd reported a net profit of 38,315,678.79 yuan for the current period, compared to -1,504,421.10 yuan in the previous period, achieving a turnaround to profitability414 Interests in Subsidiaries The company controls 15 direct subsidiaries, including Qingdao Luomei Victall, Qingdao Keda Intelligent Electric, and Tangshan Victall, primarily in manufacturing and trade - The company directly controls 15 subsidiaries, including Qingdao Luomei Victall New Material Manuf
威奥股份(605001) - 2025 Q2 - 季度财报