中科云网(002306) - 2025 Q2 - 季度财报

Important Notice, Table of Contents, and Definitions This section provides essential disclaimers, a comprehensive table of contents, and definitions of key terms to ensure accurate understanding of the report Important Notice The Board of Directors and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content - The company's stock trading has been subject to delisting risk warnings (*ST) and other risk warnings[5] - The company's net assets were negative at the end of 2024, annual operating revenue in 2024 was less than 300 million yuan with negative net profit, and net profit after deducting non-recurring gains and losses was negative for three consecutive fiscal years, with uncertainty regarding its going concern ability indicated in the latest audit report[5] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the current period[6] Table of Contents This report's clear table of contents lists nine main chapters, offering investors comprehensive navigation through company information, management discussion, governance, and financial reports - The report comprises nine main chapters with a clear structure[8] Directory of Reference Documents Reference documents include the original semi-annual report signed by the legal representative, original financial statements, and all publicly disclosed company documents and announcements from the reporting period - Reference documents include the original semi-annual report signed by the legal representative, original financial statements, and publicly disclosed documents[10] - Reference documents are available at the company's Board Secretary Office[10] Definitions This section defines common terms used in the report, including company and subsidiary names, business types, and financial and legal time periods, ensuring accurate understanding of the content - Definitions cover company names, subsidiaries, business types (e.g., group meals, TOPCon, N-type), and financial time periods[11] Company Profile and Key Financial Indicators This section details the company's basic information, contact details, and presents key accounting data and financial indicators for the reporting period Company Profile The company's stock abbreviation is "*ST Yunwang" with stock code 002306, listed on the Shenzhen Stock Exchange, and its legal representative is Chen Ji Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | *ST Yunwang | | Stock Code | 002306 | | Listing Exchange | Shenzhen Stock Exchange | | Chinese Name | 中科云网科技集团股份有限公司 | | Legal Representative | Chen Ji | Contact Person and Information This section provides detailed contact information for the company's Board Secretary, Qin Jian, and Securities Affairs Representative, Cheng Yang, including addresses, phone numbers, faxes, and email addresses for investor communication Contact Person and Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Qin Jian | Room 1006, Block C, Dongxu International Center, Building 2, Courtyard 2, Sihezhuang Road, Fengtai District, Beijing | 010-53689398 | 010-53689398 | qinjian049@163.com | | Securities Affairs Representative | Cheng Yang | Room 1006, Block C, Dongxu International Center, Building 2, Courtyard 2, Sihezhuang Road, Fengtai District, Beijing | 010-53689398 | 010-53689398 | zkywbgs@sina.com | Other Information The company's registered address has changed to Room 209, 2nd Floor, Building 4, Courtyard 39, Linfeng Second Road, Haidian District, Beijing, while its office address, website, and email remain unchanged, with Juchao Information Network as the designated information disclosure website - The company's registered address has changed to Room 209, 2nd Floor, Building 4, Courtyard 39, Linfeng Second Road, Haidian District, Beijing[16] - The company's office address is Room 1006, Block C, Dongxu International Center, Building 2, Courtyard 2, Sihezhuang Road, Fengtai District, Beijing[16] - The company's website is http://www.cltg.com.cn, and its email is zkywbgs@sina.com[16] - The designated website for temporary announcements is Juchao Information Network (http://www.cninfo.com.cn)[16](index=16&type=chunk) Key Accounting Data and Financial Indicators During the reporting period, the company's operating revenue significantly increased by 155.37% to 170.93 million yuan, and the net loss attributable to shareholders narrowed by 53.82% to -13.06 million yuan; however, net cash flow from operating activities decreased by 94.96%, and both total assets and net assets attributable to shareholders declined, with net assets remaining negative Key Accounting Data and Financial Indicators (Consolidated Statements) | Indicator | Current Reporting Period (yuan) | Prior Year Period (yuan) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 170,925,965.42 | 66,932,520.22 | 155.37% | | Net Profit Attributable to Listed Company Shareholders | -13,055,987.46 | -28,274,796.11 | 53.82% | | Net Profit Attributable to Listed Company Shareholders After Deducting Non-Recurring Gains and Losses | -14,664,492.11 | -28,198,509.40 | 48.00% | | Net Cash Flow from Operating Activities | -38,226,142.65 | -19,606,966.02 | -94.96% | | Basic Earnings Per Share (yuan/share) | -0.0159 | -0.0345 | 53.91% | | Diluted Earnings Per Share (yuan/share) | -0.0150 | -0.0325 | 53.85% | | Weighted Average Return on Net Assets | -53.30% | -434.12% | 380.83% | | Indicator | End of Current Reporting Period (yuan) | End of Prior Year (yuan) | Change from End of Prior Year | | :--- | :--- | :--- | :--- | | Total Assets | 758,107,064.02 | 844,198,932.23 | -10.20% | | Net Assets Attributable to Listed Company Shareholders | -31,024,864.87 | -17,968,877.41 | -72.66% | Differences in Accounting Data under Domestic and Overseas Accounting Standards The company reported no differences in net profit and net assets between financial reports prepared under international or overseas accounting standards and those under Chinese accounting standards during the reporting period - The company reported no differences in accounting data under domestic and overseas accounting standards during the reporting period[20][21] Non-Recurring Gains and Losses Items and Amounts During the reporting period, the company's total non-recurring gains and losses amounted to 1.61 million yuan, primarily from non-operating income and gains from the disposal of financial assets, with non-operating income and expenses contributing significantly Non-Recurring Gains and Losses Items and Amounts | Item | Amount (yuan) | Explanation | | :--- | :--- | :--- | | Gains and losses from disposal of non-current assets | -7,464.60 | Disposal of fixed assets | | Government grants included in current profit and loss | 7,939.92 | Withholding tax handling fees | | Gains and losses from changes in fair value of financial assets and liabilities held by non-financial enterprises, and gains and losses from disposal of financial assets and liabilities | 8,159.64 | Bank wealth management product income | | Other non-operating income and expenses apart from the above | 1,548,122.97 | | | Less: Income tax impact | -34,823.04 | | | Impact on minority interests (after tax) | -16,923.68 | | | Total | 1,608,504.65 | | Management Discussion and Analysis This section provides an in-depth analysis of the company's main businesses, core competencies, financial performance, asset and liability status, investment activities, and significant risks Company's Main Businesses During the Reporting Period During the reporting period, the company's main businesses were new energy photovoltaic and catering group meals, achieving operating revenue of 170.93 million yuan, a 155.37% year-on-year increase, with net profit attributable to the parent company's shareholders reducing its loss by 53.82% - The company's main businesses are new energy photovoltaic and catering group meals[26] Report Period Key Financial Performance | Indicator | Amount (ten thousand yuan) | Year-on-Year Growth | | :--- | :--- | :--- | | Operating Revenue | 17,092.60 | 155.37% | | Net Profit Attributable to Listed Company Shareholders | -1,305.60 | Loss reduced by 53.82% | - New energy photovoltaic business achieved operating revenue of 102.51 million yuan, a 1,995.25% year-on-year increase[32] - Catering group meal business achieved operating revenue of 68.41 million yuan, a 10.35% year-on-year increase[33] (I) Industry Overview During the Reporting Period The group meal industry faces intense competition, low market concentration, and squeezed profit margins due to homogenization, while the new energy photovoltaic industry benefits from global energy transition and policy support, with increasing installed capacity and improving competitive landscape - The group meal industry faces intense competition, low market concentration, and low profitability due to homogeneous competition[26][27] - The global energy transition trend is firm, with global renewable energy installed capacity increasing by 585 GW in 2024, of which solar energy increased by 451.9 GW, a 32.2% year-on-year increase[27] - National policies consistently support the development of the photovoltaic industry, with national solar power installed capacity reaching approximately 3.65 billion kilowatts in the first half of 2025, a 18.7% year-on-year increase[28] - Policy guidance and market regulation are expected to improve the competitive landscape of the photovoltaic industry and promote high-quality development[31] (II) Detailed Business Operations During the Reporting Period The company's new energy photovoltaic cell project has two production lines undergoing installation and debugging, fulfilling orders through contract manufacturing and leased production lines, while also expanding into photovoltaic module and frame businesses, with the frame project already in operation - The new energy photovoltaic cell project has two production lines undergoing installation and debugging, not yet in production, with orders fulfilled through contract manufacturing and leased production lines[32] - The company has expanded into new energy photovoltaic modules through technical transformation and added photovoltaic frame business using idle factory buildings, with the frame project already in operation[32] - The catering group meal business primarily provides catering management and services through subsidiaries in Beijing, Zhengzhou and Luoyang (Henan), and Yichang (Hubei)[33] Analysis of Core Competencies The company possesses strong brand influence and an experienced operational management team in its catering group meal business, establishing high-quality management and service standards, while its new energy photovoltaic business benefits from an experienced technical team and a focus on R&D capabilities, having secured multiple patents - The catering group meal business has cultivated strong brand influence, a good reputation, and a mature refined operational model over more than a decade[34] - The new energy photovoltaic business boasts an experienced technical team and emphasizes the cultivation and growth of R&D capabilities, with 54 technologies under research, 23 patents obtained, and 33 new patent applications accepted[35][36] (I) Catering and Group Meal Business The company's catering group meal business, built on over a decade of experience, has established a strong brand, mature operating model, and experienced management team, supported by comprehensive standard systems for food safety and service processes - The company has cultivated strong brand influence, a good reputation, and a mature refined operational model in the group meal industry over more than a decade[34] - It possesses an experienced operational management team, with general managers of group meal subsidiaries having over 20 years of experience, and head chefs mostly from the former "Xiang E Qing" restaurant business, holding multiple professional honor certificates[34][35] - The company has established and continuously optimized comprehensive catering management standards, including food sample retention, testing, and submission mechanisms, service procedures, operational manuals, and training manuals[35] (II) New Energy Photovoltaic Business The core competitiveness of the new energy photovoltaic business lies in its experienced technical team and emphasis on R&D, achieved through attracting top talent and technological innovation, resulting in multiple patents in areas such as de-BSG, ALD, LPCVD, coating, texturing, and screen printing technologies - The new energy photovoltaic business attracts top industry talent, forms an experienced technical team, and organizes production and operations based on a make-to-order strategy[35][36] - The company is committed to technological innovation as a driving force for development, with 54 technologies under research, including 18 invention patents and 46 utility model patents, having obtained 23 patent certificates and 33 new patent applications accepted[36] Analysis of Main Business During the reporting period, the company's main business revenue significantly increased by 155.37%, primarily driven by the explosive growth of the new energy photovoltaic business, which now accounts for 59.98% of total revenue despite lower gross margins, while the catering business saw steady growth of 10.35% with a gross margin of 24.40% - Operating revenue increased by 155.37% year-on-year, primarily due to the completion of and new orders for the new energy photovoltaic business[39] Revenue Composition (by Industry) | Industry | Current Reporting Period Amount (yuan) | Proportion of Operating Revenue | Prior Year Period Amount (yuan) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Catering Business | 68,412,600.84 | 40.02% | 61,995,819.80 | 92.62% | 10.35% | | New Energy Photovoltaic Business | 102,513,364.58 | 59.98% | 4,892,663.72 | 7.31% | 1,995.25% | Main Business Gross Margin | Industry | Gross Margin | Year-on-Year Change in Gross Margin | | :--- | :--- | :--- | | Catering Business | 24.40% | 9.90% | | New Energy Photovoltaic Business | 0.97% | -3.15% | Year-on-Year Changes in Key Financial Data During the reporting period, the company's operating revenue and cost significantly increased due to new energy photovoltaic business growth, while administrative expenses decreased due to lower share-based payment expenses; financial expenses rose sharply from capitalized interest on photovoltaic project loans, and net cash flow from operating activities saw a substantial outflow due to prepayments for goods Year-on-Year Changes in Key Financial Data | Indicator | Current Reporting Period (yuan) | Prior Year Period (yuan) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 170,925,965.42 | 66,932,520.22 | 155.37% | Primarily due to the completion of subsequent 2024 orders and new orders in the current period for the new energy photovoltaic business | | Operating Cost | 159,641,956.28 | 57,776,110.72 | 176.31% | Primarily due to the completion of subsequent 2024 orders and new orders in the current period for the new energy photovoltaic business | | Administrative Expenses | 17,890,704.79 | 34,662,975.41 | -48.39% | Primarily due to share-based payment expenses accrued in the prior period and a decrease in new energy photovoltaic business expenses in the current period | | Financial Expenses | 3,934,608.55 | 1,912,724.37 | 105.71% | Primarily due to the capitalization of interest expenses for new energy photovoltaic project loans | | Net Cash Flow from Operating Activities | -38,226,142.65 | -19,606,966.02 | -94.96% | Primarily due to prepayments for goods for the new energy photovoltaic business | Revenue Composition The company's operating revenue structure significantly shifted, with new energy photovoltaic business revenue share increasing from 7.31% to 59.98%, becoming the primary revenue source with a 1,995.25% year-on-year growth, while catering business revenue share decreased to 40.02% but still grew by 10.35%; by region, Jiangsu accounted for the highest revenue share at 59.75%, growing by 1,987.37% Revenue Composition (by Industry) | Industry | Current Reporting Period Amount (yuan) | Proportion of Operating Revenue | Prior Year Period Amount (yuan) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Catering Business | 68,412,600.84 | 40.02% | 61,995,819.80 | 92.62% | 10.35% | | New Energy Photovoltaic Business | 102,513,364.58 | 59.98% | 4,892,663.72 | 7.31% | 1,995.25% | Revenue Composition (by Region) | Region | Current Reporting Period Amount (yuan) | Proportion of Operating Revenue | Prior Year Period Amount (yuan) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Beijing | 10,469,348.77 | 6.13% | 10,649,068.63 | 15.91% | -1.69% | | Jiangsu | 102,127,963.07 | 59.75% | 4,892,663.72 | 7.31% | 1,987.37% | | Other Regions | 58,328,653.58 | 34.13% | 51,390,787.87 | 76.78% | 13.50% | Industries, Products, or Regions Accounting for Over 10% of Company's Revenue or Operating Profit The catering business maintained a gross margin of 24.40%, increasing by 9.90% year-on-year, while the new energy photovoltaic business, despite a low gross margin of 0.97% (down 3.15%), saw substantial revenue growth; geographically, Beijing had the highest gross margin at 38.88%, and Jiangsu the lowest at 0.59% Key Industry, Product, and Region Gross Margins | Category | Operating Revenue | Operating Cost | Gross Margin | Year-on-Year Change in Operating Revenue | Year-on-Year Change in Operating Cost | Year-on-Year Change in Gross Margin | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | By Industry | | | | | | | | Catering Business | 68,412,600.84 | 51,719,568.13 | 24.40% | 10.35% | -2.43% | 9.90% | | New Energy Photovoltaic Business | 102,513,364.58 | 101,523,784.11 | 0.97% | 1,995.25% | 2,064.13% | -3.15% | | By Region | | | | | | | | Beijing | 10,469,348.77 | 6,398,604.04 | 38.88% | -1.69% | -16.61% | 10.94% | | Jiangsu | 102,127,963.07 | 101,523,784.11 | 0.59% | 1,987.37% | 2,064.13% | -3.53% | | Other Regions | 58,328,653.58 | 51,719,568.13 | 11.33% | 13.50% | 13.89% | -0.30% | Analysis of Non-Core Business The company's non-core business had a minor impact on total profit, primarily comprising bank wealth management income, government grants, gains/losses from non-current asset disposal, and non-operating income and expenses, with non-operating expenses showing a negative value due to the reversal of estimated liabilities from investor claim settlements, positively affecting total profit Non-Core Business Analysis | Item | Amount (yuan) | Proportion of Total Profit | Reason for Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | 8,159.64 | -0.04% | Bank wealth management income | No | | Non-Operating Income | 450.00 | 0.00% | Fines from group meal projects | No | | Non-Operating Expenses | -1,540,208.37 | 0.08% | Primarily due to the reversal of estimated liabilities from partial investor claim settlements | No | | Credit Impairment Losses (losses indicated by "-") | 509,861.03 | -2.77% | Accrual for bad debts | Yes | | Other Income | 7,939.92 | -0.04% | Individual income tax refund | No | | Asset Disposal Income (losses indicated by "-") | -7,464.60 | 0.04% | Disposal of fixed assets | No | Analysis of Assets and Liabilities As of the end of the reporting period, the company's total assets and net assets attributable to shareholders both decreased, with monetary funds and inventories declining, while accounts receivable and prepayments significantly increased due to new energy photovoltaic business orders; on the liability side, contract liabilities sharply decreased due to order delivery, and other payables substantially increased from financial assistance received from the actual controller's related parties - Total assets at period-end were 758.11 million yuan, a 10.20% decrease from the end of the prior year[19] - Net assets attributable to listed company shareholders at period-end were -31.02 million yuan, a 72.66% decrease from the end of the prior year[19] - Accounts receivable at period-end were 28.12 million yuan, accounting for 3.71% of total assets, an increase of 1.75% from the end of the prior year, primarily due to new orders in the new energy photovoltaic business[47] - Inventories at period-end were 4.21 million yuan, accounting for 0.56% of total assets, a 5.41% decrease from the end of the prior year, primarily due to the completion and delivery of 2024 photovoltaic business orders in the current period[47] - Other payables at period-end were 520 million yuan, accounting for 68.59% of total assets, an 11.08% increase from the end of the prior year, primarily due to financial assistance received from the actual controller's related parties[47] 1、Significant Changes in Asset Composition Monetary funds decreased primarily due to payments for group meal projects and wealth management product purchases, while accounts receivable and prepayments significantly increased due to new energy photovoltaic business orders; inventories and contract liabilities substantially decreased due to photovoltaic business order delivery, and other payables significantly increased from financial assistance received from the actual controller's related parties Significant Changes in Asset Composition | Item | Amount at End of Current Reporting Period (yuan) | Proportion of Total Assets | Amount at End of Prior Year (yuan) | Proportion of Total Assets | Change in Proportion | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 6,210,227.00 | 0.82% | 9,777,361.92 | 1.16% | -0.34% | Primarily due to payments for subsidiary group meal projects and purchases of wealth management products | | Accounts Receivable | 28,122,670.13 | 3.71% | 16,536,103.10 | 1.96% | 1.75% | Primarily due to new orders in the subsidiary's new energy photovoltaic business | | Inventories | 4,212,965.01 | 0.56% | 50,433,888.48 | 5.97% | -5.41% | Primarily due to the completion and delivery of 2024 new energy photovoltaic business orders in the current period | | Prepayments | 20,953,019.89 | 2.76% | 1,674,264.98 | 0.20% | 2.56% | Primarily due to prepayments for new orders in the new energy photovoltaic business | | Contract Liabilities | 810,704.40 | 0.11% | 53,344,372.82 | 6.32% | -6.21% | Primarily due to the completion and delivery of 2024 new energy photovoltaic business orders in the current period | | Other Payables | 519,988,975.70 | 68.59% | 485,486,066.71 | 57.51% | 11.08% | Primarily due to financial assistance received from the actual controller's related parties | 2、Major Overseas Assets The company reported no major overseas assets during the reporting period - The company reported no major overseas assets during the reporting period[48] 3、Assets and Liabilities Measured at Fair Value The company reported no assets or liabilities measured at fair value during the reporting period - The company reported no assets or liabilities measured at fair value during the reporting period[48] 4、Asset Restrictions as of the End of the Reporting Period Information regarding the company's asset restrictions is detailed in "Section X, VII, 31, Assets with Restricted Ownership or Use Rights" of this report - Asset restrictions are detailed in "Section X, VII, 31, Assets with Restricted Ownership or Use Rights" of this report[49] Analysis of Investment Status During the reporting period, the company did not undertake any significant equity or non-equity investments, nor did it engage in securities or derivative investments, and there was no use of raised funds - The company reported no securities investments, derivative investments, significant equity investments, or non-equity investments during the reporting period[50][51] - The company reported no use of raised funds during the reporting period[52] Significant Asset and Equity Sales The company did not engage in any significant asset or equity sales during the reporting period - The company did not sell any significant assets or equity during the reporting period[53][54] Analysis of Major Holding and Participating Companies During the reporting period, key subsidiaries such as Zhongke Gaoyou New Energy Technology Co, Ltd and Zhengzhou Xiang E Qing Catering Management Co, Ltd significantly impacted the company's performance, with Zhongke Gaoyou's revenue surging by 1,977.88% and its net loss narrowing by 38.88%; the company also established three new entities: Zhongke Acme (Yangzhou) Metal Co, Ltd, Zhongke Acme (Gaoyou) Metal Co, Ltd, and Zhongke Yunwang (Xichang) New Energy Technology Co, Ltd Major Subsidiary Financial Information | Company Name | Company Type | Main Business | Registered Capital (yuan) | Total Assets (yuan) | Net Assets (yuan) | Operating Revenue (yuan) | Operating Profit (yuan) | Net Profit (yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zhongke Yunwang (Gaoyou) New Energy Technology Co, Ltd | Subsidiary | New energy photovoltaic business | 378,000,000 | 667,174,242.44 | 220,959,289.50 | 101,663,455.72 | -9,850,180.33 | -9,850,180.33 | | Zhengzhou Xiang E Qing Catering Management Co, Ltd | Subsidiary | Catering group meal business | 31,000,000 | 34,648,576.01 | 2,321,974.57 | 58,328,653.58 | 1,995,229.29 | 2,074,819.15 | - Zhongke Gaoyou's business revenue increased by 1,977.88% year-on-year, and its net loss decreased by 38.88%[56] - During the reporting period, Zhongke Acme (Yangzhou) Metal Co, Ltd, Zhongke Acme (Gaoyou) Metal Co, Ltd, and Zhongke Yunwang (Xichang) New Energy Technology Co, Ltd were newly established and are all operating normally[56] Structured Entities Controlled by the Company The company reported no controlled structured entities during the reporting period - The company reported no controlled structured entities during the reporting period[57] Risks Faced by the Company and Countermeasures The company faces risks including delisting warnings, intense competition in group meal operations, price volatility in the new energy photovoltaic industry, market competition, and liquidity and asset impairment risks, which it is addressing by actively expanding business, optimizing supply chains, strengthening customer cooperation, securing orders, and communicating with stakeholders - The company's stock trading is subject to delisting risk warnings and other risk warnings; if financial indicators remain unsatisfactory in 2025, the stock faces termination of listing risk[57][58] - The group meal industry is highly competitive, with severe homogenization and high customer acquisition costs, posing a risk of project loss[58] - The new energy photovoltaic industry faces continuous product price declines, posing price volatility risks, requiring the company to control costs and maintain technological and price advantages[58] - The company faces risks of market competition, customer loss, and inability to fulfill or partially fulfill orders, necessitating strengthened supply chain management and customer cooperation[59] - The company has a high asset-liability ratio and weak solvency, posing liquidity risks; the battery cell project is in litigation due to engineering quality issues, with some assets seized, posing asset impairment risks[60] Implementation of Market Value Management System and Valuation Enhancement Plan The company approved and established a "Market Value Management System" on May 9, 2025, to regulate its market value management activities, but has not disclosed a valuation enhancement plan - The company approved and established the "Market Value Management System" on May 9, 2025[61] - The company has not disclosed a valuation enhancement plan[61] Implementation of 'Quality and Return Dual Improvement' Action Plan The company did not disclose any "Quality and Return Dual Improvement" action plan announcements during the reporting period - The company did not disclose any "Quality and Return Dual Improvement" action plan announcements[62] Corporate Governance, Environment, and Society This section covers changes in the board and management, profit distribution, employee incentive plans, environmental disclosures, and the company's social responsibility initiatives Changes in Directors, Supervisors, and Senior Management During the reporting period, the company's Board of Directors and Supervisory Board experienced multiple changes, including the departure of non-independent director Chen Ye Qiu, the election of Chen Zhi Jie as a non-independent director, and the departures of non-employee representative supervisor Wang Yun, employee representative supervisor Wang Qing Yu, and non-employee representative supervisor Liu Xiao Lin due to job reassignments Changes in Directors, Supervisors, and Senior Management | Name | Position | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | Chen Ye Qiu | Non-Independent Director | Departure | January 07, 2025 | Personal reasons | | Chen Zhi Jie | Non-Independent Director | Election | May 23, 2025 | Personal reasons | | Wang Yun | Non-Employee Representative Supervisor, Chairman of the Supervisory Board | Departure | May 23, 2025 | Job reassignment | | Wang Qing Yu | Employee Representative Supervisor | Departure | May 23, 2025 | Job reassignment | | Liu Xiao Lin | Non-Employee Representative Supervisor | Departure | May 23, 2025 | Job reassignment | 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 period[65] Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company's 2022 restricted stock incentive plan completed its initial and reserved grant registrations; however, due to the company's failure to meet performance targets for 2023 and 2024, the conditions for the first and second vesting periods of both initial and reserved grants were not met, leading to the company's plan to repurchase and cancel the unvested restricted shares - The company's 2022 restricted stock incentive plan completed the registration of its initial grant (44.46 million shares) and reserved grant (6.315 million shares)[66][67] - The performance target for the first vesting period of both initial and reserved grants (2023 operating revenue growth rate not less than 30% or net profit not less than 5 million yuan) was not met[67] - The performance target for the second vesting period of both initial and reserved grants (2024 operating revenue growth rate not less than 1,300% or net profit not less than 80 million yuan) was not met[68] - The company will repurchase and cancel restricted shares that have been granted but did not meet the vesting conditions[67][69] Environmental Information Disclosure The listed company and its major subsidiaries were not included in the list of enterprises required to disclose environmental information by law - The listed company and its major subsidiaries were not included in the list of enterprises required to disclose environmental information by law[70] Social Responsibility The company actively fulfills its social responsibilities by strengthening governance, ensuring information disclosure, and enhancing investor relations to protect shareholder and creditor rights, while also safeguarding employee welfare, providing fair and safe services to stakeholders, implementing energy conservation and emission reduction measures, and committing to legal operations and future public welfare initiatives - The company protects shareholder and creditor rights by improving governance structure, fulfilling information disclosure obligations, and strengthening investor relations management[70] - The company implements a full-staff labor contract system, adheres to social insurance regulations, and focuses on employee health, safety, and development to protect employee rights[71][72] - The company treats suppliers based on principles of equal consultation and mutual benefit, and strictly enforces food safety, engineering safety, and fire safety management systems to protect customer interests[72] - The company prioritizes environmental protection, with its catering group meal business properly handling kitchen waste, and its new energy photovoltaic business strictly controlling wastewater, exhaust gas, and solid waste emissions to achieve energy conservation and emission reduction[72] - The company adheres to legal operations and tax compliance, and plans to actively engage in social welfare initiatives when conditions permit[73] Significant Matters This section addresses commitments, related party transactions, litigation, and other material events impacting the company during the reporting period Commitments Fulfilled and Overdue Unfulfilled by Controlling Shareholder, Actual Controller, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period The company's controlling shareholder, Shanghai Zhenxi, and actual controller, Chen Ji, made long-term commitments regarding non-competition, company independence, and related party transactions, all of which were fulfilled during the reporting period; additionally, the controlling shareholder, actual controller, and parties acting in concert made commitments regarding the dilution of immediate returns from the company's private placement and the implementation of compensatory measures, which are also being fulfilled normally - Controlling shareholder Shanghai Zhenxi and actual controller Chen Ji made long-term commitments regarding non-competition, company independence, and related party transactions, all of which were fulfilled normally during the reporting period[76][77][78][79][80][81][82][83][84][85] - The controlling shareholder, actual controller, and parties acting in concert made commitments regarding the dilution of immediate returns from the company's private placement and the implementation of compensatory measures, which were fulfilled normally during the reporting period[85][86] - The company committed not to provide financial assistance or compensation to participating investors directly or through interested parties, and this commitment was fulfilled normally during the reporting period[86][87] Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties from the Listed Company The company reported no non-operating funds occupied by controlling shareholders and other related parties from the listed company during the reporting period - The company reported no non-operating funds occupied by controlling shareholders and other related parties from the listed company during the reporting period[88] Irregular External Guarantees The company reported no irregular external guarantees during the reporting period - The company reported no irregular external guarantees during the reporting period[89] Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was unaudited - The company's semi-annual report was unaudited[90] Board of Directors' and Supervisory Board's Explanations on 'Non-Standard Audit Report' for the Current Reporting Period The company reported no non-standard audit reports during the reporting period - The company reported no non-standard audit reports during the reporting period[91] Board of Directors' Explanation on 'Non-Standard Audit Report' for the Previous Year The Board of Directors is actively addressing the "unqualified opinion with a material uncertainty related to going concern" audit report issued by Lianda Certified Public Accountants for the company's 2024 financial report, by extending into module and frame businesses, refining production control, quality systems, and customer management to enhance going concern ability and mitigate delisting risks - Lianda Certified Public Accountants issued an unqualified opinion with a material uncertainty related to going concern for the company's 2024 financial report[91] - The Board of Directors has urged management to actively implement effective measures to enhance the company's going concern ability[92] - In the first half of 2025, the company expanded into module and frame businesses, and in the second half, it will integrate resources and refine production control, quality systems, and customer management[92] Bankruptcy Reorganization Matters The company reported no bankruptcy reorganization matters during the reporting period - The company reported no bankruptcy reorganization matters during the reporting period[93] Litigation Matters The company is involved in several significant litigation and arbitration matters, including construction contract disputes for its subsidiary Zhongke Gaoyou (35 million yuan), sales contract disputes (14.03 million yuan and 12.49 million yuan), and securities misrepresentation liability disputes with multiple investors (32.31 million yuan); while some cases have been heard or are undergoing appraisal, and some settlements have been reached, other cases await judgment or actual auction, with an estimated liability of 1.77 million yuan Significant Litigation and Arbitration Matters | Litigation (Arbitration) Overview | Amount Involved (ten thousand yuan) | Estimated Liability Formed | Litigation (Arbitration) Progress | Litigation (Arbitration) Impact | | :--- | :--- | :--- | :--- | :--- | | Zhongke Gaoyou Construction Project Construction Contract Dispute | 3,500 | No | The case is undergoing a second appraisal and no judgment has been rendered yet | Affects engineering costs, not expected to impact the company's current period profit | | Zhongke Gaoyou Sales Contract Dispute (Jiangsong Technology) | 1,403.37 | No | The case has been heard, but no judgment has been rendered yet | As of now, no judgment has been rendered in this case | | Zhongke Gaoyou Sales Contract Dispute (Wuxi Xiandao) | 1,248.72 | Yes | The case has not yet been heard, an estimated liability of 176.85 ten thousand yuan has been accrued | An estimated liability of 176.85 ten thousand yuan has been accrued based on the actual progress of the case | | Investor Securities Misrepresentation Liability Dispute | 3,230.65 | Yes | The second-instance judgment rejected the appeal and upheld the original judgment; the company has reached settlement agreements with some investors | The judgment is not expected to have a significant impact on the company's 2024 financial position and operating results, but the company needs to fulfill payment obligations based on the second-instance judgment, which will have a significant impact on the company's 2025 cash flow | | Jiangsu Dongting Construction Project Construction Contract Dispute | 1,400 | No | Jiangsu Dongting withdrew its lawsuit, and the case has been closed | Case closed | Penalties and Rectification The company reported no penalties or rectification situations during the reporting period - The company reported no penalties or rectification situations during the reporting period[98] Integrity Status of the Company, its Controlling Shareholder, and Actual Controller The company reported no issues regarding the integrity status of the company, its controlling shareholder, or actual controller during the reporting period - The company reported no issues regarding the integrity status of the company, its controlling shareholder, or actual controller during the reporting period[99] Significant Related Party Transactions During the reporting period, the company had no related party transactions related to daily operations, asset/equity acquisitions/disposals, or joint external investments, but did have non-operating related party creditor-debtor transactions, primarily financial assistance from actual controller-related parties, and is currently undergoing a private placement to raise funds from the actual controller's controlled enterprises, with the validity period extended to June 14, 2026 - The company reported no related party transactions related to daily operations, asset or equity acquisitions/disposals, or joint external investments during the reporting period[99][100][101][102] Payables to Related Parties | Related Party | Relationship | Reason for Formation | Beginning Balance (ten thousand yuan) | Amount Added in Current Period (ten thousand yuan) | Amount Repaid in Current Period (ten thousand yuan) | Ending Balance (ten thousand yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shanghai Gaoxiang Investment Management Co, Ltd | Enterprise controlled by the company's actual controller | Support for company business development | 333 | 2,123.05 | 0 | 2,456.05 | | Yangzhou Gaoxiang New Energy Co, Ltd | Enterprise controlled by the company's actual controller | Support for company business development | 1,309.1 | 7,774.25 | 5,900 | 3,183.34 | - The company plans to issue shares to Yangzhou Gaoxiang New Energy Co, Ltd, controlled by actual controller Chen Ji and his spouse Sun Xiangjun, to raise a total of not less than 282.6 million yuan and not more than 314 million yuan, which constitutes a related party transaction[106][107] - The company has extended the validity period of the shareholders' meeting resolution and related authorizations for the private placement by 12 months, until June 14, 2026[108] Significant Contracts and Their Performance The company reported no entrustment, contracting, or leasing matters during the reporting period, but has significant guarantees, including a pledge guarantee and joint liability guarantee for its subsidiary Zhongke Gaoyou, as well as a mortgage guarantee by Zhongke Gaoyou, totaling 128 million yuan; the company also has wealth management products with an outstanding balance of 0.8 million yuan at period-end - The company reported no entrustment, contracting, or leasing matters during the reporting period[110][111][112] External Guarantees by the Company and its Subsidiaries | Name of Guaranteed Party | Guarantee Limit (ten thousand yuan) | Actual Guarantee Amount (ten thousand yuan) | Guarantee Type | Guarantee Period | Fulfilled | | :--- | :--- | :--- | :--- | :--- | :--- | | Zhongke Yunwang Technology Group Co, Ltd | 5,000 | 5,000 | Pledge | 27 months | No | | Zhongke Gaoyou | 5,000 | 5,000 | Joint Liability Guarantee | 29 months | No | | Zhongke Gaoyou | 300 | 300 | Mortgage | 36 months | No | | Zhongke Gaoyou | 2,500 | 2,500 | Mortgage | 36 months | No | | Total | 12,800 | 12,800 | | | | - The company's total guarantees account for -412.57% of its net assets[115] Entrusted Wealth Management | Specific Type | Source of Entrusted Funds | Amount of Entrusted Wealth Management (ten thousand yuan) | Outstanding Balance (ten thousand yuan) | Overdue Unrecovered Amount (ten thousand yuan) | | :--- | :--- | :--- | :--- | :--- | | Bank Wealth Management Products | Own funds | 330 | 80 | 0 | Explanation of Other Significant Matters The company has extended the validity period of the shareholders' meeting resolution and related authorizations for its private placement until June 14, 2026, to ensure the continuity of its refinancing efforts; additionally, the company has changed its registered address, revised its Articles of Association, and completed the industrial and commercial change and filing procedures - The company has extended the validity period of the shareholders' meeting resolution and related authorizations for its private placement until June 14, 2026[118][119][120] - The company has changed its registered address from "Room 619, 6th Floor, No 53 Lianhuachi East Road, Haidian District, Beijing" to "Room 209, 2nd Floor, Building 4, Courtyard 39, Linfeng Second Road, Haidian District, Beijing"[120] - The company has revised its Articles of Association and completed the industrial and commercial change and filing procedures[120][121] Significant Matters of Company Subsidiaries The photovoltaic cell project of the controlling subsidiary Zhongke Gaoyou is not yet ready for production due to factory building civil engineering quality issues, prompting the company to request local government intervention; the company has also partnered with a local Gaoyou photovoltaic enterprise to lease production lines for technical upgrades, enabling module production, and has established Gaoyou Acme, which is operational and engaged in frame manufacturing and sales - Zhongke Gaoyou's new energy photovoltaic cell project is not yet ready for production due to factory building civil engineering quality issues, and the local government has been requested to establish a special working group to address it[122] - The company has reached a cooperation agreement with a local Gaoyou photovoltaic enterprise to lease production lines for technical upgrades, and now possesses the capability for module production[122] - The company established Gaoyou Acme, which is engaged in frame production and sales, has commenced operations, and has shipped its first batch of goods to customers[123] Share Changes and Shareholder Information This section details changes in share capital, securities issuance, shareholder structure, and shareholdings of directors, supervisors, and senior management Share Changes During the reporting period, the company's restricted shares increased by 40,975 shares, while unrestricted shares decreased by 40,975 shares, with the total number of shares remaining unchanged, primarily due to an increase in senior management lock-up shares; these changes had no significant impact on key financial indicators such as basic and diluted earnings per share or net assets per share attributable to common shareholders Share Changes | Share Type | Number Before This Change (shares) | Proportion Before This Change | Increase/Decrease in This Change (shares) | Number After This Change (shares) | Proportion After This Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 55,802,113 | 6.42% | 40,975 | 55,843,088 | 6.42% | | II. Unrestricted Shares | 813,960,387 | 93.58% | -40,975 | 813,919,412 | 93.58% | | III. Total Shares | 869,762,500 | 100.00% | 0 | 869,762,500 | 100.00% | Changes in Restricted Shares | Shareholder Name | Restricted Shares at Beginning of Period (shares) | Restricted Shares Increased in Current Period (shares) | Restricted Shares at End of Period (shares) | Reason for Restriction | | :--- | :--- | :--- | :--- | :--- | | Wang Yun | 0 | 100 | 100 | Senior management lock-up shares | | Liu Xiao Lin | 122,625 | 40,875 | 163,500 | Senior management lock-up shares | | Total | 122,625 | 40,975 | 163,600 | -- | - Share changes had no significant impact on basic and diluted earnings per share or net assets per share attributable to common shareholders for the most recent year and period[127] Securities Issuance and Listing The company reported no securities issuance or listing activities during the reporting period - The company reported no securities issuance or listing activities during the reporting period[129] Number of Shareholders and Shareholding Status As of the end of the reporting period, the company had 45,064 common shareholders; the controlling shareholder, Shanghai Zhenxi Enterprise Management Consulting Partnership (Limited Partnership), held 16.43% of shares, which are pledged, and the actual controller, Chen Ji, is the actual controller of Shanghai Zhenxi and also holds company shares, forming a concerted action relationship with Shanghai Zhenxi - As of the end of the reporting period, the total number of common shareholders was 45,064[130] Shareholding Status of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Proportion | Number of Shares Held at End of Reporting Period (shares) | Number of Restricted Shares Held (shares) | Number of Unrestricted Shares Held (shares) | Pledged, Marked, or Frozen Status | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shanghai Zhenxi Enterprise Management Consulting Partnership (Limited Partnership) | Domestic Non-State-Owned Legal Person | 16.43% | 142,876,100 | 0 | 142,876,100 | Pledged 110,360,000 shares | | Hangzhou Nuokelongen Enterprise Management Consulting Partnership (Limited Partnership) | Domestic Non-State-Owned Legal Person | 1.45% | 12,600,000 | 0 | 12,600,000 | Pledged 12,600,000 shares | | Huang Jing | Domestic Natural Person | 1.07% | 9,296,534 | 6,000,000 | 3,296,534 | Not applicable | | Weng Shiwei | Domestic Natural Person | 1.01% | 8,742,000 | 0 | 8,742,000 | Not applicable | | Qin Guowei | Domestic Natural Person | 0.67% | 5,800,000 | 5,800,000 | 0 | Not applicable | | Chen Ji | Domestic Natural Person | 0.64% | 5,609,318 | 4,206,988 | 1,402,330 | Not applicable | | Shen Hongxiu | Domestic Natural Person | 0.60% | 5,210,000 | 3,907,500 | 1,302,500 | Not applicable | | Yu Jitian | Domestic Natural Person | 0.51% | 4,421,500 | 0 | 4,421,500 | Frozen 2,284,300 shares | | Zhao Yaoke | Domestic Natural Person | 0.46% | 4,042,800 | 0 | 4,042,800 | Not applicable | | Lai Qiuyu | Domestic Natural Person | 0.45% | 3,941,600 | 0 | 3,941,600 | Not applicable | - Mr Chen Ji is the actual controller of the company's controlling shareholder, Shanghai Zhenxi Enterprise Management Consulting Partnership (Limited Partnership), and also holds company shares, forming a concerted action relationship with Shanghai Zhenxi Enterprise Management Consulting Partnership (Limited Partnership)[131] Changes in Shareholdings of Directors, Supervisors, and Senior Management During the reporting period, the shareholdings of the company's directors, supervisors, and senior management changed; specifically, Shen Hongxiu, the internal audit head, decreased her holdings by 2 million shares from 5.21 million shares to 3.21 million shares, while Qin Jian, the Vice President and Board Secretary, maintained 260,000 shares and was granted 200,000 restricted shares Changes in Shareholdings of Directors, Supervisors, and Senior Management | Name | Position | Employment Status | Shares Held at Beginning of Period (shares) | Shares Increased in Current Period (shares) | Shares Decreased in Current Period (shares) | Shares Held at End of Period (shares) | Restricted Shares Granted at Beginning of Period (shares) | Restricted Shares Granted in Current Period (shares) | Restricted Shares at End of Period (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Chen Ji | Chairman, President | Current | 5,609,318 | 0 | 0 | 5,609,318 | 0 | 0 | 0 | | Shen Hongxiu | Head of Internal Audit | Current | 5,210,000 | 0 | 2,000,000 | 3,210,000 | 0 | 0 | 0 | | Qin Jian | Vice President, Board Secretary | Current | 260,000 | 0 | 0 | 260,000 | 200,000 | 0 | 200,000 | 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 period[135] - The company's actual controller remained unchanged during the reporting period[135] Bond-Related Information This section confirms the absence of any bond-related activities or information for the company during the reporting period Bond-Related Information The company reported no bond-related information during the reporting period - The company reported no bond-related information during the reporting period[138] [Financial Report](index=54