浙江力诺(300838) - 2025 Q2 - 季度财报

Section I Important Notes, Table of Contents, and Definitions This section provides essential disclaimers, the report's structural overview, and definitions of key terms to ensure clarity and understanding Important Notes The company's board, senior management, and accounting personnel declare the report's truthfulness, accuracy, and completeness, with no plans for cash dividends or capital increases - Company board and senior management guarantee the report's truthfulness, accuracy, and completeness[3] - Company, accounting head, and accounting personnel declare financial report truthfulness, accuracy, and completeness[3] - The company plans no cash dividends, bonus shares, or capital increase from capital reserves[5] Table of Contents This section outlines the report's eight main chapters, covering company profile, financial indicators, management discussion, corporate governance, significant events, share changes, bond information, and financial statements - The report is divided into eight main chapters, covering company operations and financial status[7] List of Documents for Inspection This section specifies that the original semi-annual report, financial statements, public disclosure documents, and other related materials are available for investor inspection at the company's Board Secretary Office - Documents for inspection include the original semi-annual report signed by the legal representative, financial statements, public disclosure documents, and other materials[9] - All documents for inspection are kept at the company's Board Secretary Office[10] Definitions This section defines common terms used in the report, including company name, currency units, reporting period, relevant laws, industry terms (e.g., control valves, on-off valves, regulating valves), and related party names, ensuring clear understanding - Defines the company's abbreviation “Zhejiang Linuo” and its full name[12] - Specifies the reporting period as January 1, 2025, to June 30, 2025[12] - Explains core industry terms such as “control valve,” “on-off valve,” and “regulating valve”[12] - Lists the actual controllers Chen Xiaoyu, Wang Xiuguo, Dai Meichun, and Yu Jianping as four parties acting in concert[13] Section II Company Profile and Key Financial Indicators This section provides an overview of the company's basic information, contact details, and a summary of its key financial performance and position for the reporting period Company Profile Zhejiang Linuo Fluid Control Technology Co Ltd, stock abbreviation “Zhejiang Linuo” and stock code 300838, is listed on the Shenzhen Stock Exchange, with Chen Xiaoyu as its legal representative Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Zhejiang Linuo | | Stock Code | 300838 | | Listed Stock Exchange | Shenzhen Stock Exchange | | Chinese Name | 浙江力诺流体控制科技股份有限公司 | | Legal Representative | Chen Xiaoyu | Contact Persons and Information The company's Board Secretary is Feng Huibin and Securities Affairs Representative is Zhang Songjing, both located at 2899 Wanghai Road, Shangwang Street, Ruian City, Wenzhou, Zhejiang Province, with provided contact details Contact Persons and Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Feng Huibin | 2899 Wanghai Road, Shangwang Street, Ruian City, Wenzhou, Zhejiang Province | 0577-65728108 | 0577-65218999 | fhb@linuovalve.com | | Securities Affairs Representative | Zhang Songjing | 2899 Wanghai Road, Shangwang Street, Ruian City, Wenzhou, Zhejiang Province | 0577-65728108 | 0577-65218999 | zd@linuovalve.com | Other Information While the company's contact information, disclosure, and document storage locations remained unchanged during the reporting period, its registered capital was updated in July 2025 from 137.17 million yuan to 137.98 million yuan - The company's registered address, office address, website, and email remained unchanged during the reporting period[17] - Information disclosure and document storage locations remained unchanged during the reporting period[18] - The company's registered capital completed industrial and commercial change registration in July 2025, increasing from 137.1695 million yuan to 137.9780 million yuan[20] Key Accounting Data and Financial Indicators The company's semi-annual revenue and net profit attributable to shareholders both significantly decreased year-on-year in 2025, total assets grew substantially, but net assets attributable to shareholders slightly declined, with some data retrospectively adjusted due to accounting policy changes Key Accounting Data and Financial Indicators (Year-on-Year Change) | Indicator | Current Reporting Period (yuan) | Prior Year Period (Adjusted) (yuan) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 406,415,807.46 | 455,463,163.55 | -10.77% | | Net Profit Attributable to Shareholders | 7,189,695.16 | 22,549,641.86 | -68.12% | | Net Profit Attributable to Shareholders (Excluding Non-Recurring Items) | 6,819,945.39 | 19,694,449.88 | -65.37% | | Net Cash Flow from Operating Activities | -50,209,437.74 | -55,457,284.71 | 9.46% | | Basic Earnings Per Share (yuan/share) | 0.0521 | 0.1644 | -68.31% | | Diluted Earnings Per Share (yuan/share) | 0.0521 | 0.1644 | -68.31% | | Weighted Average Return on Net Assets | 0.72% | 2.23% | -1.51% | | End of Current Reporting Period | | | | | Total Assets | 1,930,266,572.17 | 1,540,573,054.25 | 25.30% | | Net Assets Attributable to Shareholders | 981,753,181.79 | 995,227,980.63 | -1.35% | - Accounting policy change: Early adoption of “Interpretation No 18 of Accounting Standards for Business Enterprises” reclassified guarantee-type quality assurance from “selling expenses” to “operating costs,” with retrospective adjustment to 2024 January-June consolidated and parent company statements[22] Differences in Accounting Data Under Domestic and Overseas Accounting Standards The company reported no differences in net profit and net assets between financial statements prepared under international or overseas accounting standards and Chinese accounting standards during the reporting period - The company reported no differences in net profit and net assets under domestic and overseas accounting standards during the reporting period[23][24] Non-Recurring Gains and Losses and Amounts The company's total non-recurring gains and losses for the reporting period amounted to 369,749.77 yuan, primarily comprising government subsidies, non-current asset disposal gains/losses, and other non-operating income/expenses, after deducting income tax and minority interest impacts Non-Recurring Gains and Losses and Amounts | Item | Amount (yuan) | | :--- | :--- | | Disposal gains/losses on non-current assets | -12,647.54 | | Government subsidies included in current profit/loss | 471,059.32 | | Other non-operating income and expenses apart from the above | -4,395.89 | | Less: Income tax impact | 68,102.38 | | Minority interest impact (after tax) | 16,163.74 | | Total | 369,749.77 | - The company has not classified any non-recurring gains and losses as recurring items[27] Section III Management Discussion and Analysis This section provides an in-depth analysis of the company's business operations, financial performance, core competencies, investment activities, and risk factors during the reporting period Main Business Activities During the Reporting Period The company specializes in R&D, manufacturing, sales, and after-sales service of industrial control valves, offering integrated process control system solutions; despite a decline in revenue and net profit due to industry adjustments and competition, the petroleum and petrochemical sector saw growth, driven by the company's focus on innovation, quality, digitalization, marketing, and industrial ecosystem development Industry Development The control valve industry, a strategic emerging sector within the instrumentation industry, is evolving towards intelligence, high-end, green, and localization, driven by Industry 4.0 and “dual carbon” goals, leading to increased concentration and accelerated domestic substitution - The company belongs to the instrumentation industry's “Industrial Automatic Control System Device Manufacturing” sub-sector, specifically the control valve industry[29] - The control valve industry is a national strategic emerging industry, technology-intensive, driven by “14th Five-Year Plan” and “dual carbon” goals, developing towards intelligence, high-end, green, and localization[29][30] - Industry structure continues to optimize, technical standards are improving, leading enterprises enhance concentration through scale and M&A, and downstream customer demand shifts from single products to integrated solutions[31][32] - Domestic control valve brands have significantly improved reliability, safety, and adjustment accuracy, achieving localization of high-end products and breaking foreign brand monopolies[34] Main Business and Market Position The company specializes in R&D, manufacturing, sales, and after-sales service of industrial control valves, providing customized and systematic fluid control solutions, maintaining high brand recognition and technological innovation in the industry, aiming to be a leading brand in China's fluid control sector - The company's main business involves R&D, manufacturing, sales, and after-sales service of industrial control valves, also providing overall solutions[35] - The company maintains core competitiveness in technological innovation and product quality within the industrial control valve sector, enjoying high brand recognition[36][37] Main Products and Their Characteristics The company's product portfolio includes control valves, process valves, positioners, and accessories, widely used in industries such as petroleum, petrochemical, and chemical; control valves are critical components for industrial automation, comprising control, drive, and valve body parts for precise flow control, with positioners acting as the “brain” for automation and intelligence - The company's product categories include control valves, process valves, positioners, and accessories[38] - Control valves are critical basic components in process industrial automation control, consisting of a control part (accessories), a drive part (actuator), and a valve body part[38] - Positioners are key accessories for regulating valves, crucial for achieving automation and intelligence in control valves[39] - The company's main products include ball valves, regulating valves, butterfly valves, gate and globe valves, special purpose valves, and positioners, applicable across various industries such as petroleum, petrochemical, and chemical[39] Business Model The company employs an R&D model combining independent research with industry-academia collaboration, driven by customer needs; procurement is primarily direct from stable suppliers; production follows a “make-to-order” flexible manufacturing approach; sales are mainly direct, supported by a national network and comprehensive technical services; profitability is achieved through selling customized products and providing services - R&D Model: Independent R&D combined with industry-academia collaboration, customer-demand oriented[41] - Procurement Model: Primarily direct procurement, with ample raw material supply and prices determined by market or inquiry[42] - Production Model: Adopts a “make-to-order” customized flexible manufacturing system to shorten delivery cycles[43] - Sales Model: Primarily direct sales, establishing a national sales network, providing pre-sales technical communication, after-sales training, and follow-up services[44] - Profit Model: Achieves reasonable profits by selling customized products and providing services[45] Key Performance Drivers During the reporting period, the company's performance was impacted by adjustments in downstream industry investments and intensified market competition, leading to a 10.77% year-on-year decrease in operating revenue and a 68.12% decrease in net profit attributable to the parent company; the company actively responded by strengthening product R&D, improving quality, deepening digital management, enhancing marketing organization, and implementing an industrial ecosystem layout, achieving a 16.74% growth in the petroleum and petrochemical sector 2025 Semi-Annual Performance Overview | Indicator | Amount (million yuan) | Year-on-Year Change | | :--- | :--- | :--- | | Operating Revenue | 406.42 | -10.77% | | Net Profit Attributable to Shareholders | 7.19 | -68.12% | - The company's performance decline was mainly due to adjustments in downstream industry fixed asset investment pace, cyclical fluctuations, and intensified market competition[46] - The company achieved a 16.74% year-on-year growth in the petroleum and petrochemical industry[46] - The company responded to market challenges by strengthening innovative R&D, improving product quality, deepening digital governance, enhancing marketing organization, and implementing an industrial ecosystem layout strategy[47][49][51][52] Core Competitiveness Analysis The company's core competitiveness stems from its brand advantage (national “Little Giant” enterprise), technological R&D capabilities (customized development, industry-academia collaboration, 224 patents), product manufacturing strength (full industry chain, rich product lines, quality management system), customer service excellence (comprehensive systematic services, maintenance services), and regional advantages (Wenzhou's valve industry cluster and policy support) Brand Advantage The company is recognized as a national “Specialized, Refined, Unique, and New” “Little Giant” enterprise and a National High-tech Enterprise, having accumulated extensive experience and customer resources in industrial control valves, enjoying a high reputation and brand awareness in the industry - The company is recognized as a national “Specialized, Refined, Unique, and New” “Little Giant” enterprise, a National High-tech Enterprise, and a National Intellectual Property Advantage Enterprise[53] - The company has accumulated extensive R&D, production, and application experience, along with customer resources in the industrial control valve sector, enjoying a high reputation and brand awareness[54] Technological R&D Advantage The company deeply cultivates the control valve field, possessing customized product development capabilities, relying on provincial enterprise research institutes and other platforms, adhering to independent R&D combined with industry-academia collaboration; through establishing or acquiring subsidiaries, it enhances technology in regulating valves and positioners, forming a synergistic technical system, holding 224 authorized patents as of the end of the reporting period - The company possesses customized product development capabilities, relying on provincial enterprise research institutes and other platforms, adhering to independent R&D combined with industry-academia collaboration[55] - Through establishing or acquiring subsidiaries, the company enhances technology in regulating valves, positioners, process valves, and anti-corrosion pipelines, building a synergistic technical system[55] - As of the end of the reporting period, the company and its subsidiaries have obtained a total of 224 authorized patents[55] Product and Manufacturing Advantage The company offers a rich variety of products, including ball valves, regulating valves, and butterfly valves, providing customized fluid control solutions for industries such as petroleum, petrochemical, and chemical; it possesses a casting workshop and a complete production chain, holds special equipment production licenses and valve inspection/maintenance qualifications, and ensures product quality and efficiency through digitalization and lean manufacturing - The company offers a rich variety of products, including ball valves, regulating valves, and butterfly valves, providing customized fluid control solutions for multiple industries[56] - The company possesses a casting workshop and a complete production chain, holds special equipment production licenses and valve inspection/maintenance qualifications, achieving full industry chain closed-loop capability[56] - Product quality and production efficiency are ensured through quality management system certifications, API, CE certifications, and digital, lean manufacturing[56] Customer Service Advantage The company continuously deepens its customer-centric “customer service system” construction, providing comprehensive systematic services including pre-sales technical support, in-sales rapid delivery, and after-sales maintenance training; its subsidiary, Nuote Valve Maintenance, offers convenient inspection and maintenance services, including “repair instead of replacement” and imported equipment repair, reducing customer costs - The company provides comprehensive systematic services including pre-sales technical support, in-sales customer communication and rapid delivery, and after-sales maintenance training[58] - Subsidiary Nuote Valve Maintenance offers convenient inspection and maintenance services, including “repair instead of replacement” and imported equipment repair, reducing customer costs[58] Regional Advantage The company's production base is located in Wenzhou, Zhejiang, known as the “Hometown of Chinese Valves,” leveraging Wenzhou's policy support and industrial cluster advantages to accelerate technological innovation and industrial upgrading, aiming to build a hundred-billion-yuan intelligent instrumentation industrial cluster and become a significant growth pole for high-end manufacturing in the Yangtze River Delta - The company's production base is located in Wenzhou, Zhejiang, the “Hometown of Chinese Valves,” leveraging regional advantages and policy support[59] - Wenzhou City has introduced special policies to support technological innovation and industrial upgrading, promote equipment renewal, and accelerate the construction of a hundred-billion-yuan intelligent instrumentation industrial cluster[59] Main Business Analysis During the reporting period, the company's operating revenue decreased by 10.77% year-on-year, operating costs decreased by 7.13%, selling expenses significantly dropped by 30.05%, and financial expenses surged by 2679.01% due to increased interest; by product, on-off valve revenue decreased by 24.50%, while regulating valve revenue increased by 21.20%; by industry, petroleum and petrochemical revenue grew by 16.74%, but chemical and pulp & paper industries saw declines Key Financial Data Year-on-Year Change | Indicator | Current Reporting Period (yuan) | Prior Year Period (yuan) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 406,415,807.46 | 455,463,163.55 | -10.77% | | | Operating Cost | 337,079,903.15 | 362,958,616.23 | -7.13% | | | Selling Expenses | 18,897,673.45 | 27,017,710.91 | -30.05% | Primarily due to reduced travel and entertainment expenses for sales personnel in this period | | Financial Expenses | 1,765,702.17 | 63,537.12 | 2,679.01% | Primarily due to increased interest expenses in this period | | Income Tax Expense | -912,514.99 | 1,502,281.23 | -160.74% | Primarily due to reduced profit in this period | | Net Cash Flow from Investing Activities | -172,071,514.68 | -18,289,056.31 | -941.01% | Primarily due to increased investment in Xuhua Machine in this period | | Net Cash Flow from Financing Activities | 206,821,218.24 | 39,243,193.60 | 427.02% | Primarily due to increased bank borrowings in this period | Products or Services Accounting for Over 10% of Revenue | Category | Item | Operating Revenue (yuan) | Year-on-Year Change in Operating Revenue | | :--- | :--- | :--- | :--- | | By Product | On-off Valves | 204,426,152.75 | -24.50% | | | Regulating Valves | 151,043,022.26 | 21.20% | | By Industry | Chemical Industry | 238,598,700.29 | -15.09% | | | Pulp and Paper Industry | 70,401,333.22 | -1.90% | | | Petroleum and Petrochemical Industry | 40,295,479.78 | 16.74% | Non-Core Business Analysis The company's non-core business negatively impacted total profit, with investment income at -0.97 million yuan primarily due to losses from investments in associates and joint ventures, which is not sustainable; asset impairment losses amounted to -0.43 million yuan, mainly from inventory impairment Non-Core Business Profit and Loss | Item | Amount (yuan) | Percentage of Total Profit | Explanation of Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | -965,994.08 | -20.16% | Mainly due to investment losses in associates and joint ventures | No | | Asset Impairment | -426,481.94 | -8.90% | Mainly asset impairment losses on inventory | No | | Non-Operating Income | 106,003.10 | 2.21% | | No | | Non-Operating Expenses | 110,364.96 | 2.30% | | No | Analysis of Assets and Liabilities At the end of the reporting period, the company's total assets increased by 25.30% year-on-year, primarily driven by significant increases in inventory, long-term borrowings, and contract liabilities; while cash and cash equivalents and accounts receivable decreased as a percentage of total assets, long-term borrowings and contract liabilities saw a notable rise; certain assets are restricted, mainly cash, accounts receivable financing, fixed assets, and intangible assets used as pledges or collateral Significant Changes in Asset Composition | Item | Amount at End of Current Period (yuan) | Percentage of Total Assets | Amount at End of Prior Year (yuan) | Percentage of Total Assets | Change in Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 73,361,061.61 | 3.80% | 92,278,817.21 | 5.99% | -2.19% | | Accounts Receivable | 757,924,779.09 | 39.27% | 699,063,585.82 | 45.38% | -6.11% | | Inventory | 365,902,143.76 | 18.96% | 215,340,819.79 | 13.98% | 4.98% | | Total Assets | 1,930,266,572.17 | 100.00% | 1,540,573,054.25 | 100.00% | 25.30% | | Short-term Borrowings | 145,183,933.45 | 7.52% | 77,366,245.36 | 5.02% | 2.50% | | Contract Liabilities | 90,766,129.18 | 4.70% | 28,626,519.32 | 1.86% | 2.84% | | Long-term Borrowings | 161,812,340.76 | 8.38% | 8,008,985.69 | 0.52% | 7.86% | Restricted Assets at Period End | Item | Book Value at Period End (yuan) | Reason for Restriction | | :--- | :--- | :--- | | Cash and Cash Equivalents | 18,424,621.52 | Bill pool margin, letter of guarantee margin, bill asset pool margin, ETC business margin | | Accounts Receivable Financing | 1,849,210.55 | Pledged bank acceptance bills, pledged bill asset pool | | Fixed Assets | 182,415,545.43 | Pledged for bank acceptance bills, bank loans, letters of guarantee | | Intangible Assets | 32,727,980.77 | Pledged for bank acceptance bills, bank loans, letters of guarantee | | Accounts Receivable Factoring | 3,085,216.72 | Accounts receivable factoring | | Total | 238,502,574.99 | | Investment Status Analysis During the reporting period, the company's investment amount significantly increased by 616.52% to 260 million yuan, primarily due to the acquisition of 100% equity in Xuhua Machine to strengthen its position in the regulating valve sector; financial assets measured at fair value totaled 50.93 million yuan at period-end, a notable increase from the beginning of the period Investment Amount During Reporting Period | Indicator | Investment Amount During Reporting Period (yuan) | Investment Amount in Prior Year Period (yuan) | Change Percentage | | :--- | :--- | :--- | :--- | | Investment Amount | 260,000,000.00 | 36,286,300.00 | 616.52% | - During the reporting period, the company acquired 100% equity in Xuhua Machine for 260 million yuan, which has been completed[78] - The acquisition of Xuhua Machine aims to strategically focus on the regulating valve sector, addressing the company's technological shortcomings and enhancing overall competitiveness[51] Financial Assets Measured at Fair Value | Item | Period-End Amount (yuan) | Period-Beginning Amount (yuan) | | :--- | :--- | :--- | | Trading Financial Assets | 11,027,476.71 | 0.00 | | Other Equity Instrument Investments | 10,188,800.00 | 10,188,800.00 | | Accounts Receivable Financing | 29,718,175.16 | 26,985,187.32 | | Total | 50,934,451.87 | 37,173,987.32 | 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[87][88] Analysis of Major Holding and Participating Companies During the reporting period, the company's major subsidiaries, Crete Machinery and Ruige Intelligent Equipment, both incurred losses, with net profits of -2.25 million yuan and -1.21 million yuan, respectively; Xuhua Machine, acquired through equity, was consolidated into the company's scope on June 30, 2025, but had no significant impact on overall production, operations, or performance for the current period Operating Performance of Major Subsidiaries | Company Name | Company Type | Main Business | Net Profit (yuan) | | :--- | :--- | :--- | :--- | | Crete Machinery | Subsidiary | Manufacturing | -2,245,246.13 | | Ruige Intelligent Equipment | Subsidiary | Manufacturing | -1,214,492.78 | - Xuhua Machine was consolidated into the company's scope on June 30, 2025, with no significant impact on overall production, operations, or performance for the current period[89] Information on Structured Entities Controlled by the Company The company did not control any structured entities during the reporting period - The company did not control any structured entities during the reporting period[90] Risks Faced by the Company and Countermeasures The company faces macroeconomic and policy risks, market risks, accounts receivable loss risks, operational management risks, and external investment risks; it actively responds through optimizing operational strategies, strengthening R&D, improving supply chain, enhancing risk management, elevating management levels, and reinforcing closed-loop management of external investments - Macroeconomic and policy risks: Weak growth in fixed asset investment in downstream industries may affect the company's business development[90][91] - Market risks: Fluctuations in raw material and component costs may impact profitability[92] - Accounts receivable loss risks: Despite good customer credit, there is still a risk that accounts receivable may not be collected in a timely manner[93] - Operational management risks: The company's business expansion and scale growth may face challenges in management models, talent reserves, technological innovation, and market development[94] - External investment risks: Investments and M&A may involve risks of misjudgment or poor management, leading to failure to achieve expected goals or investment losses[96] Registration Form for Research, Communication, Interview, and Other Activities During the Reporting Period On May 12, 2025, the company hosted other investors through an online platform for communication, with details and provided materials available in the investor relations activity record table disclosed on Juchao Information Network - The company hosted investors through an online platform for communication on May 12, 2025[97] 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 system[98] - The company has not disclosed a valuation enhancement plan[99] Implementation of "Dual Improvement in Quality and Returns" Action Plan The company has not disclosed an announcement regarding the “Dual Improvement in Quality and Returns” action plan - The company has not disclosed an announcement regarding the “Dual Improvement in Quality and Returns” action plan[100] Section IV Corporate Governance, Environment, and Society This section details changes in the company's governance structure, profit distribution plans, employee incentive schemes, environmental disclosures, and social responsibility initiatives Changes in Directors, Supervisors, and Senior Management While there were no changes in the company's directors, supervisors, and senior management during the reporting period, in July 2025, Chen Lei, Fang Dongjian, and Lin Qionghui ceased to be supervisors, Song Qiu resigned as employee representative director and audit committee member, and Qian Yihui was elected to these roles - No changes occurred in the company's directors, supervisors, and senior management during the reporting period[102] - In July 2025, Chen Lei, Fang Dongjian, and Lin Qionghui ceased to serve as company supervisors[102] - Song Qiu resigned from the Fifth Board of Directors as employee representative director and audit committee member, and Qian Yihui was elected as the Fifth Board of Directors' employee representative director and audit committee member[102] Profit Distribution and Capital Reserve Conversion to Share Capital in This Reporting Period The company plans no cash dividends, bonus shares, or capital reserve conversions to share capital for the semi-annual period - The company plans no cash dividends, bonus shares, or capital reserve conversions to share capital for the semi-annual period[103] Implementation of Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company continues to advance its 2022 Restricted Stock Incentive Plan, with no new grants or vesting during the reporting period, but previously completed vesting for the first and second tranches of the initial grant and the first tranche of the reserved grant, increasing total share capital; some restricted shares were forfeited due to unfulfilled conditions or personal reasons - The company approved the “2022 Restricted Stock Incentive Plan (Draft)” on September 16, 2022[104] - On November 9, 2023, 21 initially granted incentive recipients completed the vesting of 829,500 Class II restricted shares, increasing total share capital to 137,169,500 shares[109] - On November 21, 2024, 22 granted recipients completed the vesting of 808,500 Class II restricted shares, increasing total share capital to 137,978,000 shares[111] - On April 17, 2025, vesting conditions for the third tranche of the initial grant and the second tranche of the reserved grant were not met, leading to the forfeiture of some restricted shares[112] Environmental Information Disclosure The company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law - The company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law[114] Social Responsibility While pursuing development, the company actively fulfills its social responsibilities, including lawful taxation, protecting shareholder rights, caring for employee health and development, safeguarding supplier and customer interests, prioritizing environmental protection and sustainable development, and actively participating in public welfare activities - The company strictly adheres to tax laws and regulations, actively fulfilling its tax obligations[115] - The company improves its corporate governance structure, strictly discloses information, and protects the legitimate rights and interests of shareholders[116] - The company adheres to a “people-oriented” approach, standardizing employment management, improving welfare, compensation, and training systems to promote common development for employees and the enterprise[117] - The company upholds integrity in business operations, establishes a fair supply chain evaluation system, strictly controls product quality, and protects customer rights and interests[118] - The company firmly embraces a green development concept, prioritizes environmental protection, and ensures that production and operations comply with environmental requirements[119] - The company actively participates in public welfare activities, organizing blood donations and applying for subsidies and donations for employees in need[120] Section V Significant Events This section covers the fulfillment of commitments by actual controllers, shareholders, and related parties, absence of non-operating fund occupation, major litigation, and related party transactions, ensuring transparency on key corporate events Commitments Fulfilled by Actual Controllers, Shareholders, Related Parties, Acquirers, and the Company During the Reporting Period and Overdue Unfulfilled Commitments as of the End of the Reporting Period During the reporting period, share reduction commitments by pre-IPO shareholders holding over 5% were fulfilled; the concerted action agreement signed by Chen Xiaoyu and five others expired on March 8, 2025, and was fulfilled; to maintain control stability, Chen Xiaoyu and three other parties acting in concert re-signed a new agreement valid until March 8, 2028 - Share reduction commitments by pre-IPO shareholders holding over 5% were fulfilled on time[122] - The concerted action agreement signed by Chen Xiaoyu, Dai Meichun, Ren Xiang, Wang Xiuguo, Wu Ping, and Yu Jianping expired on March 8, 2025, and was fulfilled[122] - To maintain control stability, Chen Xiaoyu, Dai Meichun, Wang Xiuguo, and Yu Jianping re-signed a new “Concerted Action Agreement,” valid until March 8, 2028[122] Non-Operating Fund Occupation by Controlling Shareholders and Other Related Parties The company reported no non-operating fund occupation by controlling shareholders or other related parties during the reporting period - The company reported no non-operating fund occupation by controlling shareholders or other related parties during the reporting period[123] Illegal External Guarantees The company had no illegal external guarantees during the reporting period - The company had no illegal external guarantees during the reporting period[124] Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was unaudited - The company's semi-annual report was unaudited[125] Explanation by the Board of Directors, Board of Supervisors, and Audit Committee on the Accounting Firm's "Non-Standard Audit Report" for This Reporting Period The company did not have a non-standard audit report during the reporting period - The company did not have a non-standard audit report during the reporting period[126] Explanation by the Board of Directors on the "Non-Standard Audit Report" for the Previous Year The company did not have a non-standard audit report for the previous year during the reporting period - The company did not have a non-standard audit report for the previous year during the reporting period[126] Bankruptcy and Reorganization Matters The company did not experience any bankruptcy or reorganization matters during the reporting period - The company did not experience any bankruptcy or reorganization matters during the reporting period[126] Litigation Matters The company had no significant litigation or arbitration matters during the reporting period; other lawsuits involved the company and its subsidiaries as plaintiffs for a total of 35.78 million yuan, some resolved by judgment or settlement, others pending; as defendants, cases totaled 0.09 million yuan, all concluded with no significant impact on the company - The company had no significant litigation or arbitration matters during the reporting period[127] Overview of Other Litigation Matters | Basic Information of Litigation (Arbitration) | Amount Involved (million yuan) | Provision for Estimated Liabilities Formed | Progress of Litigation (Arbitration) | Outcome and Impact of Litigation (Arbitration) | | :--- | :--- | :--- | :--- | :--- | | Company and subsidiaries as plaintiffs | 35.78 | No | Cases totaling 13.13 million yuan have been judged or settled; cases totaling 22.64 million yuan are pending trial | No significant impact on the company | | Company and subsidiaries as defendants | 0.09 | No | All cases concluded | No significant impact on the company | Penalties and Rectification The company did not incur any penalties or rectification requirements during the reporting period - The company did not incur any penalties or rectification requirements during the reporting period[129] Integrity Status of the Company, its Controlling Shareholders, and Actual Controllers The company reported no issues regarding the integrity status of itself, its controlling shareholders, or actual controllers during the reporting period - The company reported no issues regarding the integrity status of itself, its controlling shareholders, or actual controllers during the reporting period[130] Significant Related Party Transactions The company reported no related party transactions related to daily operations, asset or equity acquisitions/disposals, joint external investments, related party creditor/debtor balances, or dealings with affiliated financial companies, nor any other significant related party transactions during the reporting period - The company reported no related party transactions related to daily operations during the reporting period[131] - The company reported no related party transactions involving asset or equity acquisitions/disposals during the reporting period[131] - The company reported no related party creditor/debtor balances during the reporting period[133] - The company reported no other significant related party transactions during the reporting period[136] Significant Contracts and Their Performance The company reported no entrustment, contracting, or leasing matters, nor any significant guarantees, major contracts in daily operations, or other significant contracts during the reporting period - The company reported no entrustment, contracting, or leasing situations during the reporting period[137][138][139] - The company reported no significant guarantee situations during the reporting period[140] - The company reported no major contracts in daily operations or other significant contracts during the reporting period[141][142] Explanation of Other Significant Matters The company reported no other significant matters requiring explanation during the reporting period - The company reported no other significant matters requiring explanation during the reporting period[143] Significant Matters of Company Subsidiaries The company reported no significant matters concerning its subsidiaries during the reporting period - The company reported no significant matters concerning its subsidiaries during the reporting period[144] Section VI Share Changes and Shareholder Information This section details the company's share capital structure, changes in shareholdings, securities issuance, and information on major shareholders and actual controllers Share Change Information During the reporting period, the company's total share capital remained unchanged at 137,978,000 shares, with the proportion of restricted and unrestricted shares stable, and no changes in the reasons for or proposed dates of lifting restrictions on executive lock-up shares Share Change Information | Share Class | Quantity Before Change | Proportion Before Change | Increase/Decrease (+, -) in This Change | Quantity After Change | Proportion After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 36,223,125 | 26.25% | 0 | 36,223,125 | 26.25% | | II. Unrestricted Shares | 101,754,875 | 73.75% | 0 | 101,754,875 | 73.75% | | III. Total Shares | 137,978,000 | 100.00% | 0 | 137,978,000 | 100.00% | Restricted Share Change Information | Shareholder Name | Restricted Shares at Period Beginning | Restricted Shares Released in This Period | Restricted Shares Increased in This Period | Restricted Shares at Period End | Reason for Restriction | Proposed Date for Lifting Restriction | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Chen Xiaoyu | 21,806,250 | 0 | 0 | 21,806,250 | Executive Lock-up Shares | 25% of total holdings released annually | | Wang Xiuguo | 8,169,000 | 0 | 0 | 8,169,000 | Executive Lock-up Shares | 25% of total holdings released annually | | Yu Jianping | 6,003,750 | 0 | 0 | 6,003,750 | Executive Lock-up Shares | 25% of total holdings released annually | | Total | 36,223,125 | 0 | 0 | 36,223,125 | -- | -- | Securities Issuance and Listing The company had no securities issuance or listing activities during the reporting period - The company had no securities issuance or listing activities during the reporting period[150] Company Shareholder Numbers and Shareholding Information At the end of the reporting period, the total number of common shareholders was 10,498; among the top ten shareholders, Chen Xiaoyu, Ren Xiang, Wang Xiuguo, Dai Meichun, Yu Jianping, and Wu Ping were major natural person shareholders, with Chen Xiaoyu, Wang Xiuguo, Dai Meichun, and Yu Jianping acting in concert to control the company; Ren Xiang's shareholding decreased by 540,000 shares in this period Total Number of Common Shareholders at Period End | Indicator | Quantity | | :--- | :--- | | Total Number of Common Shareholders at Period End | 10,498 | Shareholding of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Percentage | Shareholding Quantity at Period End | Change in Shareholding During Reporting Period | | :--- | :--- | :--- | :--- | :--- | | Chen Xiaoyu | Domestic Natural Person | 21.07% | 29,075,000 | 0 | | Ren Xiang | Domestic Natural Person | 8.48% | 11,697,000 | -540,000 | | Wang Xiuguo | Domestic Natural Person | 7.89% | 10,892,000 | 0 | | Dai Meichun | Domestic Natural Person | 7.80% | 10,768,000 | 0 | | Yu Jianping | Domestic Natural Person | 5.80% | 8,005,000 | 0 | | Wu Ping | Domestic Natural Person | 5.77% | 7,964,500 | 0 | - Shareholders Chen Xiaoyu, Wang Xiuguo, Dai Meichun, and Yu Jianping are parties acting in concert, jointly controlling the company[151] 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 - The shareholdings of the company's directors, supervisors, and senior management remained unchanged during the reporting period[154] Changes in Controlling Shareholder or Actual Controller The company's controlling shareholder and actual controller changed on March 9, 2025; the original actual controllers were Chen Xiaoyu, Ren Xiang, Wang Xiuguo, Dai Meichun, Wu Ping, and Yu Jianping, which changed to Chen Xiaoyu, Wang Xiuguo, Dai Meichun, and Yu Jianping, primarily due to the expiration of the original concerted action agreement and the re-signing of a new agreement by some shareholders Controlling Shareholder Change Information | Indicator | Content | | :--- | :--- | | New Controlling Shareholders | Chen Xiaoyu, Wang Xiuguo, Dai Meichun, Yu Jianping | | Change Date | March 9, 2025 | | Disclosure Index | Juchao Information Network “Announcement on the Expiration and Termination of Original Concerted Action Relationship and Re-signing of Concerted Action Agreement by Some Shareholders, Leading to Change in Control” (Announcement No: 2025-005) | Actual Controller Change Information | Indicator | Content | | :--- | :--- | | Original Actual Controllers | Chen Xiaoyu, Ren Xiang, Wang Xiuguo, Dai Meichun, Wu Ping, Yu Jianping | | New Actual Controllers | Chen Xiaoyu, Wang Xiuguo, Dai Meichun, Yu Jianping | | Change Date | March 9, 2025 | | Disclosure Index | Juchao Information Network “Announcement on the Expiration and Termination of Original Concerted Action Relationship and Re-signing of Concerted Action Agreement by Some Shareholders, Leading to Change in Control” (Announcement No: 2025-005) | Preferred Share Information The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period[157] Section VII Bond-Related Information The company had no bond-related information during the reporting period - The company had no bond-related information during the reporting period[159] Section 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 owners' equity, along with detailed notes on accounting policies, taxes, and specific financial items Audit Report The company's semi-annual financial report was unaudited - The company's semi-annual financial report was unaudited[161] Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the 2025 semi-annual period, comprehensively presenting the financial position, operating results, and cash flows at the end of the reporting period Consolidated Balance Sheet As of June 30, 2025, the company's consolidated total assets were 1.93 billion yuan, a 25.30% increase from the beginning of the period; total current assets were 1.295 billion yuan, total non-current assets were 636 million yuan; total liabilities were 936 million yuan, and total owners' equity was 994 million yuan Consolidated Balance Sheet Key Data (Period-End) | Item | Period-End Balance (yuan) | Period-Beginning Balance (yuan) | | :--- | :--- | :--- | | Total Assets | 1,930,266,572.17 | 1,540,573,054.25 | | Total Current Assets | 1,294,675,757.84 | 1,072,344,650.05 | | Total Non-Current Assets | 635,590,814.33 | 468,228,404.20 | | Total Liabilities | 935,963,861.83 | 553,262,502.59 | | Total Owners' Equity | 994,302,710.34 | 987,310,551.66 | Parent Company Balance Sheet As of June 30, 2025, the parent company's total assets were 1.71 billion yuan, a 13.20% increase from the beginning of the period; total current assets were 998 million yuan, total non-current assets were 710 million yuan; total liabilities were 720 million yuan, and total owners' equity was 988 million yuan Parent Company Balance Sheet Key Data (Period-End) | Item | Period-End Balance (yuan) | Period-Beginning Balance (yuan) | | :--- | :--- | :--- | | Total Assets | 1,708,426,532.36 | 1,509,305,651.96 | | Total Current Assets | 998,052,533.47 | 1,051,430,492.73 | | Total Non-Current Assets | 710,373,998.89 | 457,875,159.23 | | Total Liabilities | 720,212,857.99 | 508,620,339.37 | | Total Owners' Equity | 988,213,674.37 | 1,000,685,312.59 | Consolidated Income Statement For the 2025 semi-annual period, the company's consolidated total operating revenue was 406.42 million yuan, a 10.77% year-on-year decrease; net profit was 5.70 million yuan, a 75.56% year-on-year decrease; net profit attributable to parent company shareholders was 7.19 million yuan, a 68.12% year-on-year decrease; basic earnings per share was 0.0521 yuan Consolidated Income Statement Key Data (2025 Semi-Annual) | Item | 2025 Semi-Annual (yuan) | 2024 Semi-Annual (yuan) | | :--- | :--- | :--- | | Total Operating Revenue | 406,415,807.46 | 455,463,163.55 | | Total Operating Costs | 394,574,430.02 | 430,445,320.22 | | Operating Profit | 4,795,801.22 | 25,251,351.22 | | Total Profit | 4,791,439.36 | 24,848,297.54 | | Net Profit | 5,703,954.35 | 23,346,016.31 | | Net Profit Attributable to Parent Company Shareholders | 7,189,695.16 | 22,549,641.86 | | Basic Earnings Per Share | 0.0521 | 0.1644 | Parent Company Income Statement For the 2025 semi-annual period, the parent company's operating revenue was 386.63 million yuan, a 12.30% year-on-year decrease; net profit was 8.23 million yuan, a 63.89% year-on-year decrease; basic earnings per share was 0.0598 yuan Parent Company Income Statement Key Data (2025 Semi-Annual) | Item | 2025 Semi-Annual (yuan) | 2024 Semi-Annual (yuan) | | :--- | :--- | :--- | | Operating Revenue | 386,630,930.89 | 440,741,388.07 | | Operating Profit | 7,357,588.78 | 24,675,258.77 | | Total Profit | 7,312,341.84 | 24,272,205.06 | | Net Profit | 8,225,061.78 | 22,766,733.39 | | Basic Earnings Per Share | 0.0598 | 0.17 | Consolidated Cash Flow Statement For the 2025 semi-annual period, the company's net cash flow from operating activities was -50.21 million yuan, an improvement from the prior year; net cash flow from investing activities was -172.07 million yuan, mainly due to increased investment in Xuhua Machine; net cash flow from financing activities was 206.82 million yuan, primarily due to increased bank borrowings Consolidated Cash Flow Statement Key Data (2025 Semi-Annual) | Item | 2025 Semi-Annual (yuan) | 2024 Semi-Annual (yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -50,209,437.74 | -55,457,284.71 | | Net Cash Flow from Investing Activities | -172,071,514.68 | -18,289,056.31 | | Net Cash Flow from Financing Activities | 206,821,218.24 | 39,243,193.60 | | Net Increase in Cash and Cash Equivalents | -15,559,828.00 | -34,628,658.56 | - Cash outflow from investing activities significantly increased by 941.01%, primarily due to increased investment in Xuhua Machine in this period[62] - Cash inflow from financing activities significantly increased by 427.02%, primarily due to increased bank borrowings in this period[62] Parent Company Cash Flow Statement For the 2025 semi-annual period, the parent company's net cash flow from operating activities was -40.43 million yuan, net cash flow from investing activities was -197.08 million yuan, and net cash flow from financing activities was 207.44 million yuan Parent Company Cash Flow Statement Key Data (2025 Semi-Annual) | Item | 2025 Semi-Annual (yuan) | 2024 Semi-Annual (yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -40,433,007.89 | -33,175,727.28 | | Net Cash Flow from Investing Activities | -197,081,799.40 | -54,499,614.53 | | Net Cash Flow from Financing Activities | 207,438,528.40 | 47,993,193.60 | | Net Increase in Cash and Cash Equivalents | -30,176,372.71 | -39,807,664.18 | Consolidated Statement of Changes in Owners' Equity For the 2025 semi-annual period, the company's consolidated total owners' equity was 994 million yuan, an increase of 6.99 million yuan from the beginning of the period; owners' equity attributable to the parent company totaled 982 million yuan, a decrease of 13.47 million yuan from the beginning of the period, mainly due to reduced net profit and profit distribution Consolidated Statement of Changes in Owners' Equity (2025 Semi-Annual) | Item | Period-Beginning Balance (yuan) | Amount of Change in Current Period (yuan) | Period-End Balance (yuan) | | :--- | :--- | :--- | | Total Owners' Equity Attributable to Parent Company | 995,227,980.63 | -13,474,798.84 | 981,753,181.79 | | Minority Interests | -7,917,428.97 | 20,466,957.52 | 12,549,528.55 | | Total Owners' Equity | 987,310,551.66 | 6,992,158.68 | 994,302,710.34 | Parent Company Statement of Changes in Owners' Equity For the 2025 semi-annual period, the parent company's total owners' equity was 988 million yuan, a decrease of 12.47 million yuan from the beginning of the period, mainly due to net profit and profit distribution impacts Parent Company Statement of Changes in Owners' Equity (2025 Semi-Annual) | Item | Period-Beginning Balance (yuan) | Amount of Change in Current Period (yuan) | Period-End Balance (yuan) | | :--- | :--- | :--- | | Total Owners' Equity | 1,000,685,312.59 | -12,471,638.22 | 988,213,674.37 | Company Basic Information Zhejiang Linuo Fluid Control Technology Co Ltd, established in 2003 and restructured in 2012, was listed on the Shenzhen Stock Exchange in June 2020; with a registered capital of 138 million yuan, it primarily engages in manufacturing and sales of industrial automatic control systems and R&D, manufacturing, sales, and after-sales service of valves - The company's predecessor, Ruian Linuo Control Equipment Co Ltd, was established on January 9, 2003, and restructured into the current company in 2012[192] - The company's shares were listed and traded on the Shenzhen Stock Exchange on June 8, 2020[192] - The company's registered capital is 137,978,000.00 yuan, with a total share capital of 137,978,000 shares[192] - The company's main business activities include manufacturing and sales of industrial automatic control system devices, as well as R&D, manufacturing, sales, and after-sales service of valves[193] Basis of Financial Statement Preparation The company's financial statements are prepared on a going concern basis, in accordance with enterprise accounting standards and relevant disclosure regulations of the China Securities Regulatory Commission, with no significant doubts about the going concern assumption - The company prepares its financial statements on a going concern basis, in accordance with enterprise accounting standards and relevant disclosure regulations of the China Securities Regulatory Commission[195] - There are no matters or circumstances that cause significant doubt about the going concern assumption for the 12 months from the end of the reporting period[196] Significant Accounting Policies and Estimates This section details the company's declaration of compliance with enterprise accounting standards, accounting period, operating cycle, functional currency, materiality criteria, business combinations, consolidated financial statement preparation, joint arrangements, cash and cash equivalents, foreign currency transactions, financial instruments, various receivables, inventories, long-term equity investments, investment properties, fixed assets, construction in progress, borrowing costs, intangible assets, impairment of long-term assets, long-term deferred expenses, contract liabilities, employee benefits, provisions, share-based payments, revenue, contract costs, government grants, deferred income tax, and leases, as well as significant accounting policy changes for the current period - The financial statements prepared by the company comply with enterprise accounting standards, accurately and completely reflecting its financial position, operating results, and cash flows[198] - The company's accounting year runs from January 1 to December 31 of the Gregorian calendar, with a 12-month operating cycle[199](