Part I Important Notice, Table of Contents, and Definitions This section provides an important notice regarding the report's accuracy, outlines the report's structure, and defines key terms used throughout Important Notice The company's board and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, with all directors attending the review meeting - The company's board of directors and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content and assume legal responsibility3 - All directors attended the board meeting to review this semi-annual report4 - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period5 Table of Contents This section lists the structure of the semi-annual report, including key sections such as important notices, company profile, management discussion and analysis, corporate governance, significant matters, share changes, bond information, and financial reports - The report's main sections include important notices, company profile and key financial indicators, management discussion and analysis, corporate governance, environment and society, significant matters, share changes and shareholder information, and financial reports8 - Reference documents include the full semi-annual report signed by the chairman, financial statements, and original copies of all publicly disclosed company documents and announcements10 Definitions This section defines common terms used in the report, covering company names, subsidiary names, reporting period, currency units, and industry-specific concepts like IDC, AIDC, cloud computing, and AI - The reporting period refers to January 1, 2025, to June 30, 202513 - AIDC is defined as an upgraded form of traditional IDC driven by AI computing power demand, providing computing power, data, and algorithm services for AI applications13 - OpenHarmony is an open-source distributed operating system incubated and operated by the Open Atom Open Source Foundation, featuring full-scenario and distributed characteristics13 Part II Company Profile and Key Financial Indicators This section provides an overview of the company's basic information, contact details, and key financial performance metrics for the reporting period Company Profile The company's stock abbreviation is "ST Zhengtong," with stock code 002197, listed on the Shenzhen Stock Exchange, and its legal representative is Zeng Shengqiang Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | ST Zhengtong | | Stock Code | 002197 | | Listing Exchange | Shenzhen Stock Exchange | | Chinese Name | Shenzhen Zhengtong Electronics Co., Ltd | | Legal Representative | Zeng Shengqiang | Contact Person and Information This section provides the contact information for the company's Board Secretary Peng Xue and Securities Affairs Representative Zou Junjie, which remained unchanged during the reporting period - The Board Secretary is Peng Xue, and the Securities Affairs Representative is Zou Junjie, both located at 14th Floor, Phase II, Zhengtong Electronic Industrial Park, No. 3 Tongguan Avenue, Tianliao Community, Yutang Street, Guangming District, Shenzhen17 - The contact phone and fax numbers are both 0755-2649009917 Other Information During the reporting period, the company's registered address, office address, website, email, and information disclosure and archiving locations remained unchanged, as detailed in the 2024 annual report - The company's contact information remained unchanged during the reporting period, as detailed in the 2024 annual report18 - Information disclosure and archiving locations remained unchanged during the reporting period, as detailed in the 2024 annual report19 Key Accounting Data and Financial Indicators During the reporting period, the company's operating revenue decreased by 13.15% to CNY 437.24 million, while net loss attributable to shareholders narrowed by 8.68% to CNY -35.61 million Key Accounting Data and Financial Indicators (Current Period vs. Prior Year) | Indicator | Current Period (CNY) | Prior Year (CNY) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 437,243,617.08 | 503,442,704.53 | -13.15% | | Net Profit Attributable to Shareholders of Listed Company | -35,606,886.54 | -38,989,829.50 | 8.68% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains and Losses) | -36,332,924.40 | -44,814,741.46 | 18.93% | | Net Cash Flow from Operating Activities | 143,249,994.10 | 172,382,415.40 | -16.90% | | Basic Earnings Per Share (CNY/share) | -0.06 | -0.06 | 0.00% | | Diluted Earnings Per Share (CNY/share) | -0.06 | -0.06 | 0.00% | | Weighted Average Return on Net Assets | -1.67% | -1.58% | -0.09% | | Current Period-End vs. Prior Year-End | | | | | Total Assets (CNY) | 5,811,302,112.32 | 5,811,485,631.14 | 0.00% | | Net Assets Attributable to Shareholders of Listed Company (CNY) | 2,102,855,011.26 | 2,149,423,182.71 | -2.17% | Differences in Accounting Data under Domestic and Overseas Accounting Standards During the reporting period, the company reported no differences in net profit and net assets between financial statements prepared under international or overseas accounting standards and those under Chinese accounting standards - The company's financial reports for the reporting period show no differences in net profit and net assets between international accounting standards and Chinese accounting standards22 - The company's financial reports for the reporting period show no differences in net profit and net assets between overseas accounting standards and Chinese accounting standards23 Non-Recurring Gains and Losses Items and Amounts During the reporting period, the company's total non-recurring gains and losses amounted to CNY 726,037.86, primarily from disposal of non-current assets, government grants, and fair value changes of financial assets Non-Recurring Gains and Losses Items and Amounts | Item | Amount (CNY) | | :--- | :--- | | Gains or losses from disposal of non-current assets | -2,228,437.93 | | Government grants recognized in profit or loss (excluding those continuously related to the company's business) | 2,996,303.03 | | Gains or losses from changes in fair value of financial assets and liabilities held by non-financial enterprises, and disposal gains or losses | -1,957.63 | | Other non-operating income and expenses apart from the above | 91,157.36 | | Less: Income tax impact | 133,875.56 | | Minority interest impact (after tax) | -2,848.59 | | Total | 726,037.86 | - The company does not classify non-recurring gains and losses items as recurring gains and losses26 Part III Management Discussion and Analysis This section provides an in-depth analysis of the company's main businesses, core competencies, financial performance, investment activities, and risks during the reporting period Company's Main Businesses During the Reporting Period The company is strategically positioned as a "digital service provider featuring IDC infrastructure, cloud computing, and smart terminals," focusing on IDC & cloud computing and financial technology businesses - The company's strategic positioning is "a digital service provider featuring IDC infrastructure, cloud computing, and smart terminals"2839 - The company has invested in and built four industrial parks and eight high-efficiency and energy-saving data centers in the Guangdong-Hong Kong-Macao Greater Bay Area and central regions, with a total IT load of approximately 79,200 kW and about 18,000 standard cabinets29 - The company's financial technology products and services are widely used in banking, government affairs, telecommunications, taxation, transportation, healthcare, retail, real estate, scenic spots, cinemas, hotels, and lottery industries36 Main Businesses and Products The company's main businesses include IDC data center services, cloud computing platforms and AI big data solutions, and financial technology products such as payment and self-service terminals - The company's IDC data centers are mostly wholesale, high-grade financial data centers, serving financial clients, large and medium-sized internet companies, and the three major telecommunication operators29 - The company's cloud computing business has developed full-stack capabilities from IaaS infrastructure layer, PaaS platform layer, to SaaS application layer31 - The company's financial technology business offers various devices like POS machines and self-service terminals, actively upgrading products and services for the scenario-based finance era (BANK4.0 era) and aligning with the national "2+8" secure and controllable system strategy3637 Position in the Industry Chain and Industry Status Established in 1993, the company has transformed into a modern high-tech enterprise in IDC cloud computing and financial technology, providing digital services and integrated software-hardware solutions to various industries - The company was established in 1993, aiming to become a leading IDC cloud computing and financial technology service provider39 - The company has become a modern high-tech enterprise involved in IDC & cloud computing and financial technology, with a clear strategic positioning as a "digital service provider featuring IDC infrastructure, cloud computing, and smart terminals"39 Industry Development Overview Driven by national digital economy strategies and AI technology, the IDC and cloud computing industry is evolving from traditional data centers to AI computing centers (AIDC), with the financial technology sector entering a scenario-based finance era - The IDC and cloud computing industry is evolving from traditional data centers to AI computing centers (AIDC), with its functional positioning upgraded to support AI model training and inference42 - China's intelligent computing power scale is projected to reach 2781.9 EFLOPS by 2028, with a compound annual growth rate of 57.1% from 2020 to 202843 - The financial industry has entered the scenario-based finance era (BANK4.0 era), with self-service terminals and commercial POS machine markets expected to accelerate their evolution, while Xinchuang (IT application innovation) industry and OpenHarmony technology bring more innovation to the financial sector444647 Analysis of Core Competencies The company's core competencies lie in its continuous R&D and innovation, particularly in financial technology information security and green IDC technologies, coupled with strategic data center locations and strong customer relationships - The company is one of the earliest high-tech enterprises in China to research and develop financial electronic equipment, possessing a Shenzhen municipal-level R&D center and designated as a national commercial cryptographic product R&D, production, and sales unit50 - The company's eight data centers are strategically located in core cities of the Guangdong-Hong Kong-Macao Greater Bay Area and central regions, offering significant geographical advantages and regional synergy through an SDN-based core network53 - With over 30 years of experience in financial technology, the company has established stable partnerships with a large number of high-quality financial and government clients, forming a highly sticky customer base with strong brand recognition and stability54 Continuous R&D and Innovation Capabilities As a high-tech enterprise, the company has deep expertise in financial technology information security and continuously invests in R&D for IDC, cloud computing, AI, big data, OpenHarmony, and Xinchuang technologies - The company has accumulated strong technical R&D capabilities in financial technology's cryptographic information security and secure payment fields50 - The company continuously strengthens the refined management of data center operations, optimizing energy consumption through self-developed energy management systems to build green and low-carbon data centers51 - As of the end of the reporting period, the company held 314 valid patents (124 invention patents, 136 utility model patents, 54 design patents) and 465 computer software copyrights52 Data Center Location and Regional Synergy Advantages The company's eight data centers are strategically located in core cities of the Guangdong-Hong Kong-Macao Greater Bay Area and central regions, benefiting from digital economy development and offering robust disaster recovery solutions - The company's eight data centers are located in core cities of the Guangdong-Hong Kong-Macao Greater Bay Area and central regions, providing significant geographical advantages53 - Data centers in close physical proximity can be interconnected via optical fibers, forming the Zhengtong IDC core network based on SDN technology, enabling regional synergy and providing in-city and off-site disaster recovery solutions53 Customer Resource Advantages With over 30 years of experience in financial technology, the company has built stable, high-stickiness relationships with premium clients in finance and government sectors, extending its brand influence to IDC and cloud computing - The company has been deeply involved in the financial technology sector for over 30 years, an industry with high entry barriers and stringent security and confidentiality requirements, leading to customer reliance on its technology and high stickiness54 - The company has established stable cooperative relationships with a large number of high-quality financial and government clients, and engages in deep strategic cooperation with renowned domestic enterprises like Ping An Communications, China Telecom, China Mobile, and China Unicom54 Service Advantages Adhering to the "Agile Service, Create What You Imagine" brand philosophy, the company provides comprehensive "Cloud + Network + Terminal" financial technology solutions, supported by a nationwide customer service network offering 7x24-hour, 15-minute rapid response maintenance - The company's brand positioning is "a stable, efficient, and continuously innovative customized solution provider," offering comprehensive "Cloud + Network + Terminal" financial technology solutions55 - The company has established a nationwide customer service management center and after-sales service network, providing 7x24-hour uninterrupted and 15-minute rapid response operation and maintenance and after-sales services to customers55 Analysis of Main Business Operations During the reporting period, operating revenue decreased by 13.15% to CNY 437.24 million, with a net loss of CNY 35.61 million attributable to the parent company, primarily due to slower-than-expected IDC and cloud computing business ramp-up and reduced financial technology orders - During the reporting period, the company achieved operating revenue of CNY 437.24 million, a 13.15% decrease year-on-year, and a net loss attributable to shareholders of the listed company of CNY -35.61 million56 - This was primarily due to a decrease in revenue from IDC and cloud computing businesses and financial technology businesses, with IDC and cloud computing revenue decreasing by 11.08% and financial technology revenue decreasing by 28.29%586263 - The company is actively promoting computing power-related businesses, strengthening cooperation with Wuhan Artificial Intelligence Research Institute to explore large model applications in various industries; in financial technology, it is focusing on R&D and application of smart banking hall software and hardware and "digital human + medical self-service integrated machine" new products56 Year-on-Year Changes in Key Financial Data Operating revenue decreased by 13.15%, with corresponding declines in operating costs, sales expenses, and administrative expenses due to cost reduction efforts; income tax expense increased due to reduced deferred tax assets, and both investing and financing cash flows saw significant outflows Key Financial Data Year-on-Year Changes | Indicator | Current Period (CNY) | Prior Year (CNY) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 437,243,617.08 | 503,442,704.53 | -13.15% | Decrease in IDC & cloud computing and financial technology business revenue | | Operating Cost | 321,843,266.40 | 365,309,374.83 | -11.90% | Decrease in costs corresponding to reduced revenue scale | | Selling Expenses | 18,131,546.04 | 27,605,949.95 | -34.32% | Strict implementation of cost reduction and efficiency improvement strategies, streamlining of organizations and personnel, leading to lower labor costs and entertainment expenses | | Administrative Expenses | 52,517,605.40 | 59,557,957.44 | -11.82% | Strict implementation of cost reduction and efficiency improvement strategies, streamlining of organizations and personnel, leading to lower labor costs | | Income Tax Expense | 1,692,243.80 | 1,168,938.16 | 44.77% | Decrease in recognized deferred tax assets year-on-year | | R&D Investment | 43,616,347.23 | 53,571,891.62 | -18.58% | R&D projects completed sequentially, leading to reduced R&D investment | | Net Cash Flow from Operating Activities | 143,249,994.10 | 172,382,415.40 | -16.90% | Decrease in sales collections | | Net Cash Flow from Investing Activities | -85,568,151.42 | -33,049,278.80 | -158.91% | Investment in Health Medical Big Data Center and Changsha Yungoo Data Center projects | | Net Cash Flow from Financing Activities | -73,738,056.07 | -27,370,345.10 | -169.41% | Increase in cash paid for debt repayment year-on-year | | Net Increase in Cash and Cash Equivalents | -15,918,217.90 | 112,179,624.58 | -114.19% | Decrease in net cash flow from both investing and financing activities | Composition of Operating Revenue IDC and cloud computing business remained the primary revenue source, accounting for 75.08% despite an 11.08% year-on-year decrease, while financial technology revenue decreased by 28.29% to 14.85% of total revenue, and overseas revenue grew by 25.31% to 5.97% Composition of Operating Revenue (by Industry) | Industry | Current Period Amount (CNY) | Proportion of Operating Revenue | Prior Year Amount (CNY) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | IDC & Cloud Computing Business | 328,289,935.88 | 75.08% | 369,200,823.65 | 73.34% | -11.08% | | Financial Technology | 64,932,286.95 | 14.85% | 90,547,962.61 | 17.99% | -28.29% | | Other | 44,021,394.25 | 10.07% | 43,693,918.27 | 8.68% | 0.75% | Composition of Operating Revenue (by Region) | Region | Current Period Amount (CNY) | Proportion of Operating Revenue | Prior Year Amount (CNY) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Domestic | 411,124,107.80 | 94.03% | 482,598,362.29 | 95.86% | -14.81% | | Overseas | 26,119,509.28 | 5.97% | 20,844,342.24 | 4.14% | 25.31% | - The gross profit margin of IDC and cloud computing business decreased by 3.66%, mainly due to increased fixed costs such as depreciation of fixed assets62 - The gross profit margin of financial technology business increased by 1.37%, mainly due to a higher proportion of high-margin overseas business revenue63 Analysis of Non-Core Business Operations During the reporting period, non-core business operations negatively impacted total profit, with investment income at CNY -1.14 million primarily due to losses from investments in associates, and asset impairment increasing by CNY 1.87 million due to higher inventory write-downs Non-Core Business Analysis | Item | Amount (CNY) | Proportion of Total Profit | Reason for Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | -1,141,595.30 | 4.46% | Investment losses from associates accounted for using equity method | No | | Gains or Losses from Fair Value Changes | -19,059.39 | 0.07% | - | No | | Asset Impairment | -1,869,868.90 | 7.31% | Increase in provision for inventory depreciation | No | | Non-Operating Income | 231,874.08 | -0.91% | Disposal gains from scrapped lead-acid batteries at data centers and contract penalties | No | Analysis of Assets and Liabilities At the end of the reporting period, the company's total assets and net assets attributable to the parent company slightly decreased; monetary funds increased, while accounts receivable decreased due to enhanced collection efforts Significant Changes in Asset Composition | Item | Amount at Current Period-End (CNY) | Proportion of Total Assets | Amount at Prior Year-End (CNY) | Proportion of Total Assets | Change in Proportion | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 203,340,215.48 | 3.50% | 128,830,017.78 | 2.22% | 1.28% | - | | Accounts Receivable | 708,297,654.29 | 12.19% | 734,495,229.38 | 12.64% | -0.45% | Increased efforts in accounts receivable collection, leading to higher cash recovery | | Fixed Assets | 2,158,819,406.89 | 37.15% | 2,236,419,291.19 | 38.48% | -1.33% | Depreciation of fixed assets | | Construction in Progress | 879,412,128.14 | 15.13% | 831,223,091.40 | 14.30% | 0.83% | Increased investment in data center construction | | Short-Term Borrowings | 538,839,634.99 | 9.27% | 517,608,959.02 | 8.91% | 0.36% | - | | Contract Liabilities | 44,045,714.33 | 0.76% | 27,583,641.57 | 0.47% | 0.29% | - | | Long-Term Borrowings | 1,904,177,635.18 | 32.77% | 1,985,853,886.90 | 34.17% | -1.40% | Repayment of maturing long-term borrowings | Assets and Liabilities Measured at Fair Value | Item | Beginning Balance (CNY) | Fair Value Change in Current Period (CNY) | Ending Balance (CNY) | | :--- | :--- | :--- | :--- | | Other Non-Current Financial Assets | 88,505,113.23 | 0 | 88,505,113.23 | | Receivables Financing | 38,937.80 | 0 | 286,534.45 | | Subtotal of Financial Assets | 88,544,051.03 | 0 | 88,791,647.68 | | Financial Liabilities | 0.00 | 0 | 0.00 | Analysis of Investment Status During the reporting period, the company had no significant equity, securities, or derivative investments; non-equity investments primarily focused on data center construction projects, which are still ongoing with substantial cumulative investments Significant Non-Equity Investments in Progress During the Reporting Period | Project Name | Investment Method | Fixed Asset Investment | Industry Involved | Current Period Investment (CNY) | Cumulative Actual Investment as of Period-End (CNY) | Project Progress | Cumulative Income as of Period-End (CNY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Health Medical Big Data Center (Industrial Park) Project | Acquisition | Yes | IDC | 34,623,483.98 | 188,586,932.60 | 94.29% | 0.00 | | Zhengtong Smart Guangming Cloud Data Center Project (including expansion) | Self-built | Yes | IDC | 24,336.25 | 368,745,228.03 | 94.20% | 17,918,759.46 | | Changsha Yungoo Data Center Project | Self-built | Yes | IDC | 11,239,748.05 | 930,753,372.13 | 96.01% | 24,194,508.39 | | Changsha Zhengtong Big Data Industrial Park Phase III Project | Self-built | Yes | IDC | 3,723,165.49 | 273,516,434.27 | 38.78% | 0.00 | | Total | -- | -- | -- | 49,610,733.77 | 1,761,601,967.03 | -- | 42,113,267.85 | - The company had no securities investments or derivative investments during the reporting period7475 Significant Asset and Equity Disposals During the reporting period, the company did not dispose of any significant assets; however, its wholly-owned subsidiary, Changsha Cloud Computing, plans to divest its 17.75 million shares in Inner Mongolia Hohhot Jingu Rural Commercial Bank for CNY 34.81 million, with no expected impact on the company's 2025 net profit attributable to the parent company - The company did not dispose of any significant assets during the reporting period77 Significant Equity Disposal Information | Counterparty | Equity Disposed | Disposal Date | Transaction Price (CNY 10,000) | Impact of Equity Disposal on Company | Pricing Principle for Equity Disposal | | :--- | :--- | :--- | :--- | :--- | :--- | | Inner Mongolia Hohhot Jingu Rural Commercial Bank Co., Ltd | 17.75 million shares of Inner Mongolia Hohhot Jingu Rural Commercial Bank Co., Ltd | July 1, 2025 | 3,481.44 | The withdrawal from the participating financial institution is not expected to impact the company's net profit attributable to shareholders of the listed company for the year 2025 | Based on the special report on asset liquidation, the price for the original share capital disposal was determined at CNY 1.96 per share, allocated according to the total owner's equity | Analysis of Major Holding and Participating Companies During the reporting period, Changsha Cloud Computing's operating revenue increased by 10.61% to CNY 92.42 million, but net profit decreased by 71.51% to CNY 3.05 million due to increased depreciation and reduced VAT deductions; Guangzhou Yunshuo's net loss widened to CNY -34.31 million due to slower-than-expected cabinet deployment Major Subsidiaries and Participating Companies with Over 10% Impact on Company's Net Profit | Company Name | Company Type | Main Business | Registered Capital (CNY) | Total Assets (CNY) | Net Assets (CNY) | Operating Revenue (CNY) | Operating Profit (CNY) | Net Profit (CNY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Changsha Cloud Computing | Subsidiary | IDC & Cloud Computing Business | 450,000,000.00 | 1,501,644,434.01 | 440,557,846.14 | 92,423,053.27 | 3,682,036.23 | 3,051,784.80 | | Guangzhou Yunshuo | Subsidiary | IDC & Cloud Computing Business | 390,800,000.00 | 573,384,236.65 | 228,059,131.45 | 52,914,585.58 | -34,638,156.53 | -34,313,890.09 | | Shenzhen Cloud Computing | Subsidiary | IDC & Cloud Computing Business | 200,000,000.00 | 542,319,643.67 | 233,544,022.84 | 83,530,981.27 | 8,213,046.11 | 7,683,004.93 | | Hongda Communication | Subsidiary | IDC & Cloud Computing Business | 26,570,000.00 | 966,723,841.74 | 11,968,137.21 | 84,176,608.22 | 11,337,233.62 | 11,973,673.21 | | Longwangling Company | Subsidiary | Building Construction Business | 40,000,000.00 | 579,433,546.12 | 226,285,523.83 | 61,562.48 | 9,729,438.07 | 9,480,864.43 | | Jiaming Optoelectronics | Subsidiary | LED Lighting Business | 20,000,000.00 | 84,199,067.04 | -149,127,899.93 | 0.00 | -3,353,109.10 | -3,353,109.10 | | Hunan Big Data | Subsidiary | Scientific Research and Technical Services Business | 100,000,000.00 | 477,311,717.07 | 84,355,232.79 | 0.00 | -2,947,192.55 | -2,947,224.55 | - Changsha Cloud Computing's net profit decreased by 71.51% year-on-year, mainly due to increased depreciation of fixed assets and reduced other income from VAT additional deductions80 - Guangzhou Yunshuo's net loss increased, primarily due to slower-than-expected data center cabinet deployment81 Information on Structured Entities Controlled by the Company During the reporting period, the company did not control any structured entities - The company did not control any structured entities during the reporting period82 Risks Faced by the Company and Countermeasures The company faces risks from macroeconomic uncertainties, intensifying market competition, accounts receivable bad debts, and increased depreciation from new fixed assets; it plans to address these through strategic monitoring, innovation, and operational improvements - Macroeconomic uncertainty risk: Slowing global economic growth, policy changes, and supply chain restructuring may impact the company's production and operations82 - Domestic and international market risks: Intensifying competition in the IDC and computing power industry may lead to declining gross profit margins; overseas business is affected by international political and economic factors82 - Accounts receivable risk: Deterioration of customer credit or delayed payments may lead to bad debt risk and cash flow strain83 - Risk of increased fixed asset depreciation: After data centers are completed, depreciation will increase, and if cabinet deployment is slower than expected, it will affect profitability83 Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan The company has not formulated a market value management system nor disclosed a valuation enhancement plan - The company has not formulated a market value management system84 - The company has not disclosed a valuation enhancement plan84 Implementation of 'Quality and Return Dual Improvement' Action Plan The company has not disclosed an announcement regarding the "Quality and Return Dual Improvement" action plan - The company has not disclosed an announcement regarding the "Quality and Return Dual Improvement" action plan85 Part IV Corporate Governance, Environment, and Society This section details changes in the company's directors, supervisors, and senior management, profit distribution plans, employee incentive measures, environmental information disclosure, and social responsibility initiatives Changes in Directors, Supervisors, and Senior Management During the reporting period, there were changes in the company's directors and supervisors: Yang Xuejie resigned as employee supervisor, replaced by Li Qiuping, and Cheng Shengchun resigned as director, replaced by Cheng Fengwu Changes in Directors, Supervisors, and Senior Management | Name | Position | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | Yang Xuejie | Employee Supervisor | Resignation | January 10, 2025 | Personal reasons | | Li Qiuping | Employee Supervisor | Election | January 10, 2025 | Job transfer | | Cheng Shengchun | Director | Resignation | February 28, 2025 | Personal reasons | | Cheng Fengwu | Director | Election | May 23, 2025 | Job transfer | Profit Distribution and Capital Reserve Conversion to Share Capital During the Reporting Period The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period88 Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures During the reporting period, the company had no equity incentive plans; the 2021 employee stock ownership plan was fully sold and terminated, with all commitments fulfilled - The company has no equity incentive plans89 - The company's 2021 employee stock ownership plan has been fully sold and terminated92 - The holders of the 2021 employee stock ownership plan had committed not to reduce their unlocked 2,340,823 shares of company stock within the next twelve months, a commitment that expired and was fulfilled on May 9, 202591 Environmental Information Disclosure The listed 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 law93 Social Responsibility The company actively fulfills its social responsibilities by promoting healthy development through Party building, safeguarding stakeholder rights, enhancing employee welfare, ensuring product quality, advocating green development, and contributing to rural revitalization through financial technology - The company integrates Party building with its business operations and employee engagement through theoretical study and practical activities, contributing to its stable and sustainable development94 - The company strengthens communication with investors through information disclosure and interactive platforms, and strictly fulfills its debt obligations according to contracts with creditors94 - The company has obtained ISO45001 Occupational Health and Safety Management System certification, possesses a comprehensive talent development system, and has established management and professional promotion channels95 - The company emphasizes systematic process standardization, has obtained multiple international and domestic authoritative certifications, and has led or participated in drafting several industry and group standards96 - The company highly values green and sustainable development, with continuously decreasing PUE values for its data centers; Shenzhen Smart Guangming Cloud Data Center and Changsha Yungoo Data Center have been recognized as "National Green Data Centers"9798 - The company actively responds to the national rural revitalization strategy, leveraging financial technology to extend inclusive financial services to vast rural areas99 Part V Significant Matters This section covers the fulfillment of commitments, related party transactions, litigation, penalties, and other significant events impacting the company during the reporting period Fulfillment of Commitments The company's actual controllers, Zeng Shengqiang, Xu Zhonggui, and Zeng Shenghui, have long-term and strictly fulfilled commitments regarding avoiding horizontal competition and tax rebate compensation; Zeng Shengqiang's share reduction commitment was also strictly fulfilled, and the 2021 employee stock ownership plan's share lock-up commitment was completed during the reporting period Fulfillment of Commitments | Commitment Event | Promisor | Commitment Type | Summary of Commitment Content | Commitment Date | Commitment Period | Fulfillment Status | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Commitments made during initial public offering or refinancing | Zeng Shengqiang, Xu Zhonggui, Zeng Shenghui | Non-competition commitment | Not to directly or indirectly engage in businesses identical or similar to the listed company | June 3, 2007 | Long-term effective | Strictly fulfilled | | Commitments made during initial public offering or refinancing | Zeng Shengqiang, Xu Zhonggui, Zeng Shenghui | Commitment to compensate for income tax benefits | If tax authorities pursue tax payments, they will bear the full amount in cash | June 3, 2007 | Long-term effective | Strictly fulfilled | | Commitments made during initial public offering or refinancing | Zeng Shengqiang | Share reduction commitment | Annual transfer ratio not to exceed 25% during tenure, no transfer within six months after resignation | June 3, 2007 | Effective during director's tenure and six months after resignation | Strictly fulfilled | | Other commitments | Shenzhen Zhengtong Electronics Co., Ltd. – 2021 Employee Stock Ownership Plan | Other commitments | Committed not to reduce the 2,340,823 unlocked shares of the company's stock from the second lock-up period of the 2021 employee stock ownership plan through any means within the next twelve months | May 10, 2024 | May 10, 2024 to May 9, 2025 | Fulfilled | - All commitments were fulfilled on time, with no overdue unfulfilled commitments101 Non-Operating Funds Occupied by Controlling Shareholders and Other Related Parties During the reporting period, there were no non-operating funds occupied by controlling shareholders or other related parties of the listed company - The company had no non-operating funds occupied by controlling shareholders or other related parties during the reporting period103 Irregular External Guarantees During the reporting period, the company had no irregular external guarantees - The company had no irregular external guarantees during the reporting period104 Appointment and Dismissal of Accounting Firms The company's semi-annual report was not audited - The company's semi-annual report was not audited105 Board of Directors' and Supervisory Board's Explanations on 'Non-Standard Audit Report' for the Current Period Not applicable - Not applicable106 Board of Directors' Explanations on 'Non-Standard Audit Report' for the Previous Year Not applicable - Not applicable106 Bankruptcy Reorganization Matters The company had no bankruptcy reorganization matters during the reporting period - The company had no bankruptcy reorganization matters during the reporting period106 Litigation Matters During the reporting period, the company had no significant litigation or arbitration matters; other ongoing cases include a subrogation claim (first instance suspended), a construction contract dispute (first instance appealed), and an equity repurchase dispute (arbitration concluded) - The company had no significant litigation or arbitration matters during this reporting period107 Other Litigation Matters | Basic Information of Litigation (Arbitration) | Amount Involved (CNY 10,000) | Litigation (Arbitration) Progress | Litigation (Arbitration) Outcome and Impact | | :--- | :--- | :--- | :--- | | CITIC Securities Co., Ltd. and others' subrogation claim against Guangzhou Yunshuo Technology Development Co., Ltd. and others | 2,000 | First instance suspended | Due to the complexity of the case and the need to retrieve relevant case files, the court has ruled to suspend the first instance trial | | Company's lawsuit against Shaoguan Qujiang District Municipal Management Center for construction contract dispute | 1,331.09 | First instance ruled, company appealed | The judgment ordered the defendant to pay part of the project funds and liquidated damages to the company; the first instance judgment has not yet become effective | | Company's lawsuit against Guangdong You Shi Lian He Holding Group Co., Ltd. and others for equity repurchase dispute | 6,942.46 | Arbitration concluded | The arbitration ruled that the respondents must fulfill their equity repurchase obligation for Hubei Shenhu Times Cloud Technology Co., Ltd. and pay the equity repurchase price, overdue interest, and liquidated damages to the company | Penalties and Rectification The company and relevant responsible persons received administrative regulatory measures from the Shenzhen Securities Regulatory Bureau due to irregularities in information disclosure, financial accounting, and internal control; the company has implemented rectification measures and applied to the Shenzhen Stock Exchange to lift some risk warnings Penalties and Rectification | Name/Individual | Type | Reason | Type of Investigation and Penalty | Conclusion (if any) | Disclosure Date | | :--- | :--- | :--- | :--- | :--- | :--- | | Shenzhen Zhengtong Electronics Co., Ltd., Zeng Shengqiang, Cheng Fengwu, Fu Deliang, Peng Xue | Other | The company had irregularities in information disclosure, financial accounting, and internal control | Administrative regulatory measures taken by China Securities Regulatory Commission | Ordered the company to rectify; issued warning letters to Zeng Shengqiang, Cheng Fengwu, Fu Deliang, and Peng Xue respectively | May 10, 2025 | - The company has thoroughly reviewed and diligently implemented rectification measures as required by the administrative regulatory decision and has applied to the Shenzhen Stock Exchange to lift some of the other risk warnings imposed on its shares109132 Integrity Status of the Company, its Controlling Shareholder, and Actual Controller Not applicable - Not applicable110 Significant Related Party Transactions During the reporting period, the company engaged in daily operating related party transactions for buying and selling goods and providing/receiving services, with transaction prices adhering to fair principles; additionally, the acquisition of 39% equity in Yongxing Longwangling Education Investment Construction Co., Ltd. was confirmed as a related party transaction Related Party Transactions Related to Daily Operations | Related Party | Related Party Transaction Content | Pricing Principle for Transaction Price | Current Period Transaction Amount (CNY 10,000) | Approved Transaction Limit (CNY 10,000) | Exceeded Approved Limit | | :--- | :--- | :--- | :--- | :--- | :--- | | Shenzhen Tongxinyuan Property Management Co., Ltd. | Receiving property management services from related party | Negotiated price | 10.94 | 50 | No | | Shenzhen Shengcan Technology Co., Ltd. | Selling products, goods, and providing labor to related party | Negotiated price | 10.19 | 1,000 | No | | Shenzhen Shengcan Technology Co., Ltd. | Receiving goods and technical services from related party | Negotiated price | 22.7 | 500 | No | | Shenzhen Maisiming Electronic Technology Co., Ltd. | Selling products, goods, and providing property leasing services to related party | Negotiated price | 50.82 | 300 | No | | Shenzhen Maisiming Electronic Technology Co., Ltd. | Receiving goods and technical services from related party | Negotiated price | 382.65 | 1,500 | No | | Shenzhen Xinglongyu Hardware Products Co., Ltd. | Selling goods and providing services to related party | Negotiated price | 0 | 50 | No | | Shenzhen Xinglongyu Hardware Products Co., Ltd. | Receiving goods and technical services from related party | Negotiated price | 75.78 | 300 | No | | Total | -- | -- | 553.08 | 3,700 | -- | - The company additionally confirmed that the acquisition of 39% equity in Yongxing Longwangling Education Investment Construction Co., Ltd. from Shenzhen Xiangnan Derun Management Co., Ltd. was a related party transaction118 Significant Contracts and Their Performance During the reporting period, the company had no trusteeship or contracting arrangements; it engaged in operating leases for office space and leased out idle properties, generating CNY 10.51 million in rental income - The company had no trusteeship or contracting arrangements during the reporting period119120 - During the reporting period, the company leased out idle factory buildings, office buildings, and other assets, generating a total rental income of CNY 10.51 million121 Company's Guarantees for Subsidiaries | Name of Guaranteed Party | Disclosure Date of Guarantee Limit Announcement | Guarantee Limit (CNY 10,000) | Actual Occurrence Date | Actual Guarantee Amount (CNY 10,000) | Guarantee Period | Fulfilled | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Changsha Cloud Computing | March 7, 2019 | 60,000 | September 26, 2019 | 37,500 | The guarantee period is two years from the expiration date of the corresponding debt performance period of the contract | No | | Hongda Communication | August 31, 2024 | 56,000 | March 6, 2025 | 35,000 | The guarantee period is three years from the expiration date of the corresponding debt performance period of the contract | No | | Hunan Big Data | December 11, 2024 | 60,000 | March 27, 2025 | 16,000 | The guarantee period is three years from the expiration date of the corresponding debt performance period of the contract | No | | Total approved guarantee limit for subsidiaries in current period (B1) | | 24,000 | | | | | | Total actual guarantee amount for subsidiaries in current period (B2) | | 192,626.66 | | | | | | Total approved guarantee limit for subsidiaries at period-end (B3) | | 467,000 | | | | | | Total actual guarantee balance for subsidiaries at period-end (B4) | | 142,500.34 | | | | | | Ratio of total actual guarantee amount to company's net assets | | 67.77% | | | | | Entrusted Wealth Management | Specific Type | Source of Entrusted Wealth Management Funds | Amount of Entrusted Wealth Management (CNY 10,000) | Unmatured Balance (CNY 10,000) | Overdue Unrecovered Amount (CNY 10,000) | | :--- | :--- | :--- | :--- | :--- | | Bank wealth management products | Own funds | 75.91 | 0 | 0 | | Bank wealth management products | Own funds | 75.84 | 0 | 0 | | Bank wealth management products | Own funds | 73.75 | 0 | 0 | | Total | | 225.50 | 0 | 0 | Other Significant Contracts | Contracting Parties | Contract Subject | Date of Contract | Transaction Price (CNY 10,000) | Related Party Transaction | Performance Status as of Period-End | | :--- | :--- | :--- | :--- | :--- | :--- | | Zhengtong Electronics, Ping An Communications | IDC data center site leasing, cabinet hosting, and related software and hardware equipment and services | March 30, 2018 | 88,500 | No | Recognized sales revenue of CNY 4,265.20 million | | Zhengtong Electronics, China Mobile Communications Group Hunan Co., Ltd. Changsha Branch | IDC computer room construction, leasing, and operation and maintenance services | November 22, 2018 | 71,117.82 | No | Recognized sales revenue of CNY 2,330.64 million | | Shenzhen Cloud Computing, Ping An Communications | IDC data center site leasing, cabinet hosting, and related software and hardware equipment and services | March 6, 2020 | 92,000 | No | Recognized sales revenue of CNY 3,656.90 million | | Zhengtong Electronics, China Mobile Communications Group Hunan Co., Ltd. Changsha Branch | IDC computer room construction, leasing, and operation and maintenance services | September 22, 2023 | 41,178.71 | No | 82% of engineering construction and partial module computer room acceptance completed, business operations commenced | Explanation of Other Significant Matters The company's smart teller machine procurement project with China Construction Bank expired in June 2025, recognizing CNY 3.35 million in sales revenue; the company has responded to regulatory inquiries and applied to lift some risk warnings - The company's smart teller machine procurement project with China Construction Bank expired in June 2025, with sales revenue of CNY 3.35 million recognized during the reporting period131 - The company received and responded to a regulatory inquiry letter from the Shenzhen Securities Regulatory Bureau131132 - The company has applied to the Shenzhen Stock Exchange to lift some of the other risk warnings imposed on its shares132 - The company has responded to the Shenzhen Stock Exchange's inquiry letter regarding its 2024 annual report133 Significant Matters of Company Subsidiaries The company plans to invest CNY 100 million to establish Wuhan Zhengtong Computing Power Network Co., Ltd., with CNY 7.5 million already paid in, to advance its computing power industry layout; wholly-owned subsidiary Changsha Cloud Computing has divested its stake in Jingu Rural Commercial Bank and received CNY 34.81 million - The company plans to invest CNY 100 million of its own funds to establish Wuhan Zhengtong Computing Power Network Co., Ltd., with a cumulative paid-in registered capital of CNY 7.5 million, to advance the company's computing power industry layout134 - The company's wholly-owned subsidiary, Changsha Cloud Computing, has divested its stake in Jingu Rural Commercial Bank and received CNY 34.81 million in divestment funds135 Part VI Share Changes and Shareholder Information This section details the company's share capital structure, changes in shareholdings, and information on major shareholders and actual controllers Share Changes During the reporting period, the company's total share capital remained unchanged at 614,362,928 shares, with restricted shares accounting for 13.08% and unrestricted shares for 86.92%; the company completed its share repurchase program, acquiring 4.2 million shares for a total of CNY 20.66 million Share Changes | Item | Quantity Before Change (shares) | Proportion Before Change | Net Increase/Decrease in Current Change (shares) | Quantity After Change (shares) | Proportion After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 80,362,916 | 13.08% | 0 | 80,362,916 | 13.08% | | II. Unrestricted Shares | 534,000,012 | 86.92% | 0 | 534,000,012 | 86.92% | | III. Total Shares | 614,362,928 | 100.00% | 0 | 614,362,928 | 100.00% | - The company cumulatively repurchased 4,200,000 shares of its stock through a dedicated share repurchase securities account via centralized bidding, with a total repurchase amount of CNY 20,660,075, and the share repurchase plan has been completed138 Securities Issuance and Listing During the reporting period, the company had no securities issuance or listing activities - The company had no securities issuance or listing activities during the reporting period140 Number of Shareholders and Shareholding Information At the end of the reporting period, the total number of common shareholders was 47,543; controlling shareholder Zeng Shengqiang held 17.04% of shares, with 76.23 million shares pledged - At the end of the reporting period, the total number of common shareholders was 47,543141 Shareholding Information of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Ratio | Number of Shares Held at Period-End (shares) | Number of Restricted Shares Held (shares) | Number of Unrestricted Shares Held (shares) | Share Status | Number of Pledged, Marked, or Frozen Shares (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zeng Shengqiang | Domestic Natural Person | 17.04% | 104,677,171 | 78,507,878 | 26,169,293 | Pledged | 76,230,000 | | Zeng Shenghui | Domestic Natural Person | 3.05% | 18,724,963 | 0 | 18,724,963 | Not applicable | 0 | | Xu Zhonggui | Domestic Natural Person | 1.63% | 10,020,698 | 0 | 10,020,698 | Not applicable | 0 | | Xuan Yuan Private Equity Investment Management (Guangdong) Co., Ltd. - Xuan Yuan Kexin No. 43 Private Equity Investment Fund | Other | 1.63% | 10,000,000 | 0 | 10,000,000 | Not applicable | 0 | | Zhuhai Abama Private Equity Investment Management Co., Ltd. - Abama Yuanxiang Hongli No. 83 Private Equity Investment Fund | Other | 1.63% | 10,000,000 | 0 | 10,000,000 | Not applicable | 0 | - Zeng Shengqiang and Xu Zhonggui are spouses, and Zeng Shengqiang and Zeng Shenghui are brothers; Xuan Yuan Private Equity Investment Management (Guangdong) Co., Ltd. - Xuan Yuan Kexin No. 43 Private Equity Investment Fund and Zhuhai Abama Private Equity Investment Management Co., Ltd. - Abama Yuanxiang Hongli No. 83 Private Equity Investment Fund are 100% owned by Zeng Shengqiang and Xu Zhonggui, and have signed a concerted action agreement with them, thus the aforementioned shareholders are concerted parties141 - At the end of the reporting period, Shenzhen Zhengtong Electronics Co., Ltd.'s dedicated share repurchase securities account held 4,200,000 shares of the company, representing a shareholding ratio of 0.68%141 Changes in Shareholdings of Directors, Supervisors, and Senior Management The shareholdings of the company's directors, supervisors, and senior management remained unchanged during the reporting period, as detailed in the 2024 annual report - The shareholdings of the company's directors, supervisors, and senior management remained unchanged during the reporting period, as detailed in the 2024 annual report143 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 period144 - The company's actual controller remained unchanged during the reporting period144 Preferred Share Information The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period145 Part VII Bond-Related Information This section provides information regarding the company's bond-related activities Bond-Related Information During the reporting period, the company had no bond-related information - Not applicable147 Part VIII Financial Report This section presents the company's unaudited semi-annual financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in owner's equity, along with detailed notes on accounting policies, taxation, and financial items Audit Report The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited149 Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owner's equity for the first half of 2025, offering a comprehensive view of its financial position, operating results, and cash flows - Financial statements include 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 owner's equity,
证通电子(002197) - 2025 Q2 - 季度财报