Section I Definitions Definitions of Common Terms This chapter defines common terms used in the report, clarifying key entities such as the China Securities Regulatory Commission, Shanghai Stock Exchange, Xinjiang, the actual controller (China Baowu), the controlling shareholder (Baogang Company), and the Company (Bayi Steel), along with full and abbreviated names of several related companies, ensuring accurate report interpretation - The report identifies China Baowu Steel Group Corporation Limited as the actual controller, Xinjiang Bayi Iron & Steel Group Co., Ltd. as the controlling shareholder, and Xinjiang Bayi Iron & Steel Co., Ltd. as the Company15 - It details several related companies and their abbreviations, including Jiaomei Group, Metal Products Company, Anxinli Company, Fujin Mining, Steel Pipe Company, Shaanxi Banhuang, Kashi Metal, Yicheng Coal Mine, Baoxin Hengyuan, Tianjin Daqiao, Ouyeel Industrial Products, Baowu Water, Tianshan Steel, Property Management Company, and Baowu Finance Company15 Section II Company Profile and Key Financial Indicators I. Company Information This section outlines the company's basic registration information, including its Chinese name, abbreviation, foreign name and its abbreviation, and legal representative - The company's Chinese name is Xinjiang Bayi Iron & Steel Co., Ltd., abbreviated as Bayi Steel, and its legal representative is Ke Shanliang13 II. Contact Person and Contact Information This section provides contact information for the company's Board Secretary and Securities Affairs Representative, including names, addresses, phone numbers, fax numbers, and email addresses, to facilitate communication with investors and relevant parties - The Board Secretary is Fan Guokang, and the Securities Affairs Representative is Zhang Dan, with both contact addresses located at Xingang Road, Toutunhe District, Urumqi, Xinjiang Uygur Autonomous Region14 III. Overview of Changes in Basic Information This section presents the current status of the company's basic information, including its registered address, office address, postal code, website, and email address, noting no historical changes to the registered address - The company's registered and office addresses are both Xingang Road, Toutunhe District, Urumqi, Xinjiang Uygur Autonomous Region, postal code 83002216 - The company's website is http://www.bygt.com.cn, and its email address is gfgs@bygt.com.cn16 IV. Overview of Changes in Information Disclosure and Document Custody Locations This section specifies the company's designated newspapers for information disclosure, the website address for publishing semi-annual reports, and the location where reports are kept - The company's selected newspapers for information disclosure are "Shanghai Securities News" and "Securities Times," and the report publication website is http://www.sse.com.cn[17](index=17&type=chunk) - The company's semi-annual report is available at the Board of Directors' Office17 V. Company Stock Profile This section provides basic information about the company's stock, including stock type, listing exchange, stock abbreviation, and code - The company's stock is A-shares, listed on the Shanghai Stock Exchange, with the stock abbreviation Bayi Steel and stock code 60058118 VII. Company's Key Accounting Data and Financial Indicators This section discloses the company's key accounting data and financial indicators for the first half of 2025, showing a year-on-year decrease in operating revenue, a reduction in net loss, a significant decline in net cash flow from operating activities, and negative net assets attributable to shareholders Key Accounting Data (January-June 2025 vs. Prior Year Period) | Indicator | Current Period (Jan-Jun) (Yuan) | Prior Year Period (Yuan) | Change from Prior Year Period (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 8,732,897,880.68 | 9,363,082,747.01 | -6.73 | | Total Profit | -686,581,797.45 | -690,061,080.03 | N/A | | Net Profit Attributable to Shareholders of Listed Company | -696,573,704.40 | -720,031,933.96 | N/A | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-recurring Gains and Losses | -707,095,911.99 | -727,013,189.38 | N/A | | Net Cash Flow from Operating Activities | -255,547,569.43 | 1,226,623,002.98 | -120.83 | | Period-End Indicators | Current Period-End (Yuan) | Prior Year-End (Yuan) | Change from Prior Year-End (%) | | Net Assets Attributable to Shareholders of Listed Company | -590,949,834.31 | 62,882,381.99 | -1,039.77 | | Total Assets | 28,065,306,917.74 | 29,819,478,769.37 | -5.88 | Key Financial Indicators (January-June 2025 vs. Prior Year Period) | Key Financial Indicator | Current Period (Jan-Jun) (Yuan/share) | Prior Year Period (Yuan/share) | Change from Prior Year Period (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share | -0.453 | -0.466 | N/A | | Diluted Earnings Per Share | -0.453 | -0.466 | N/A | | Basic Earnings Per Share After Deducting Non-recurring Gains and Losses | -0.460 | -0.470 | N/A | | Weighted Average Return on Net Assets (%) | 263.82 | -50.51 | N/A | | Weighted Average Return on Net Assets After Deducting Non-recurring Gains and Losses (%) | 267.81 | -51.00 | N/A | IX. Non-recurring Gains and Losses Items and Amounts This section lists the company's non-recurring gains and losses items and their amounts for the first half of 2025, totaling 10.52 million Yuan Non-recurring Gains and Losses Items and Amounts | Non-recurring Gains and Losses Item | Amount (Yuan) | | :--- | :--- | | Gains or losses from disposal of non-current assets | -1,597,482.67 | | Government grants recognized in current profit or loss | 14,637,063.14 | | Custody fee income from entrusted operations | 2,867,297.30 | | Other non-operating income and expenses apart from the above | -5,126,327.55 | | Less: Income tax impact | 5,245.25 | | Impact on minority interests (after tax) | 253,097.38 | | Total | 10,522,207.59 | Section III Management Discussion and Analysis I. Explanation of the Company's Industry and Main Business Operations during the Reporting Period This section elaborates on the overall situation of the domestic and Xinjiang steel industries in the first half of 2025, along with the company's operating strategies and main business progress in this context (I) Industry Situation of the Company during the Reporting Period In the first half of 2025, the domestic steel industry experienced a "production control for profit expansion" scenario, with crude steel output decreasing by 3.0% year-on-year, pig iron output decreasing by 0.8%, and steel product output increasing by 4.6%; the Xinjiang regional market faced a complex environment of recovery support alongside environmental and cost pressures - From January to June 2025, national crude steel output was 514.83 million tons, a year-on-year decrease of 3.0%; pig iron output was 434.68 million tons, a year-on-year decrease of 0.8%; and steel product output was 734.38 million tons, a year-on-year increase of 4.6%25 - The Xinjiang regional steel market faced demand support from steady economic recovery, alongside cost control pressures due to stricter environmental policies and fluctuating raw material prices26 (II) Main Business Operations of the Company during the Reporting Period As Xinjiang's sole listed steel company, the company continued to focus on steel smelting, rolling, processing, and sales, actively promoting product structure adjustment, production line upgrades, quality improvement, implementing a "four-pronged plus ledger-based management" strategy, strictly controlling expenses, and enhancing resource self-sufficiency and direct supply proportion - The company's main business involves steel smelting, rolling, processing, and sales, with a product strategy focused on high gross profit and efficiency, transitioning towards optimized product structure2728 - The company deeply implemented "four-pronged plus ledger-based management," strictly controlled expenses, built an efficient, precise, and transparent cost management system, strengthened pre-purchase management of hot metal costs, and promoted precise calculation of coal and ore blending indicators28 - The company continuously increased visits to users and end projects, raised the proportion of bidding and direct procurement to reduce purchasing costs, and comprehensively reviewed central and state-owned enterprises in Xinjiang to increase direct supply proportion28 II. Discussion and Analysis of Operations During the reporting period, the company adhered to the general principle of "seeking progress while maintaining stability," strengthened industrial chain collaboration, implemented refined management and "ledger-based operations," optimized product structure, and enhanced core competitiveness; in the first half, iron output reached 2.42 million tons, steel output 2.71 million tons, and commercial steel output 2.51 million tons, all showing year-on-year growth, but operating revenue decreased by 6.73% year-on-year, with a cumulative loss of 697 million Yuan, a reduction of 23 million Yuan in losses compared to the prior year - The company strengthened upstream and downstream industrial chain collaboration, deepened strategic cooperation with raw material suppliers and downstream users, and built a stable and efficient supply chain system28 - The company implemented full-process refined management, integrating the "ledger-based operations" concept across production, procurement, sales, and logistics, precisely controlling cost fluctuations, and improving resource allocation efficiency28 Key Production Data for H1 2025 | Indicator | Output (million tons) | Year-on-Year Change (million tons) | | :--- | :--- | :--- | | Iron Output | 2.42 | +0.08 | | Steel Output | 2.71 | +0.04 | | Commercial Steel Output | 2.51 | +0.02 | Key Financial Data for H1 2025 | Indicator | Amount (billion Yuan) | Year-on-Year Change | | :--- | :--- | :--- | | Operating Revenue | 8.73 | -6.73% | | Operating Cost | 8.69 | -9.12% | | Cumulative Loss | 6.97 | Reduced loss by 0.23 billion Yuan | III. Analysis of Core Competitiveness during the Reporting Period The company's core competitiveness lies in five aspects: technological innovation, smart manufacturing, environmental protection, customer service, and geographical advantages, continuously enhancing market competitiveness through breakthroughs in low-carbon metallurgy, industrialization of super weather-resistant steel, automation and AI applications, reduction in carbon emission intensity, customized marketing, and regional market leadership (I) Technological Innovation The company achieved significant progress in green low-carbon smelting and new product R&D, including breakthroughs in HyCROF blast furnace low-carbon ironmaking technology and successful industrialization of BWP750 super weather-resistant steel, filling a technological gap in Xinjiang for high-strength weather-resistant steel for photovoltaic supports, and achieving mass production of high-strength steel for construction machinery - Breakthroughs in low-carbon metallurgy technology: Key energy-saving and emission-reduction technologies for large and medium-sized metallurgical gas decarbonization units in the 2500m³ HyCROF blast furnace low-carbon ironmaking process achieved breakthroughs, forming innovative solutions for full-process energy integration, intelligent operation control, and dynamic optimization decision-making3031 - New product R&D: BWP750 super weather-resistant steel successfully transitioned from laboratory R&D to large-scale mass production, filling a technological gap in Xinjiang for high-strength weather-resistant steel for photovoltaic supports, and has been mass-applied in the 500 MW photovoltaic project at China Energy Conservation (Xinjiang) Agricultural Twelfth Division Industrial Park32 - High-strength steel for construction machinery: Q550/690MD high-strength steel products have been developed and achieved stable mass production, with a cumulative output of 2,672 tons, and the yield rate increased from 78% to 84%32 (II) Smart Manufacturing The company comprehensively promoted digital and intelligent transformation through automation and robotics technology, data-driven decision-making and AI applications, full 5G network coverage across the plant, and digital supply chain and collaborative management, enhancing production efficiency, product quality, and supply chain response speed - Automation and robotics technology: 18 new Baoluo robots were deployed, intelligent transformation of warehouses 501 and 502 was implemented, achieving outdoor full-process unmanned operation in the steel coil warehouse, and the cold-rolled zinc-aluminum-magnesium smart production line reached the autonomous region's advanced intelligent production line standard33 - Data-driven decision-making and AI applications: Utilizing big data analysis and AI algorithms to optimize production processes, achieving refined ledger-based operations, predictive maintenance, product surface quality inspection, and refined energy management, building steel product performance prediction models and automatic scrap steel quality judgment systems34 - Full 5G network coverage and real-time production safety monitoring: Building a plant-wide IoT ecosystem, achieving interconnectedness of equipment, supply chain, and environment, enhancing response speed and logistics efficiency, and contributing to green manufacturing and carbon emission reduction34 - Digital supply chain and collaborative management: Integrating upstream and downstream supply chains, achieving collaborative optimization of raw material procurement, production scheduling, and logistics distribution through intelligent platforms, and utilizing the Youke Zhifu system and Dimin system to enhance customer satisfaction and market share35 (III) Environmental Protection The company actively responded to national "dual carbon" policies, successfully reducing carbon emission intensity from 2.04 tCO2/t crude steel to 1.98 tCO2/t crude steel through technical measures such as improving the "dual carbon" system, optimizing operating processes, and reducing metal loss, demonstrating significant progress in green manufacturing and sustainable development - Management measures: Improving the "dual carbon" system construction and strengthening carbon peak and carbon neutrality policies and management requirements36 - Technical measures: Stabilizing blast furnace burden and coke ratio, optimizing operating processes to reduce coke ratio, multi-point scrap addition in converters, returning waste billets to ladles, etc., to reduce metal loss and improve metal yield36 - Carbon emission intensity: Decreased from 2.04 tCO2/t crude steel in the first half to 1.98 tCO2/t crude steel, reflecting the company's significant progress in green manufacturing and sustainable development36 (IV) Customer Service The company continuously deepened its "Deep Cultivation of Xinjiang" strategy, significantly enhancing customer trust and satisfaction and consolidating market share through customized marketing, increasing direct supply proportion, conducting customer satisfaction surveys, and strengthening customer hierarchical management - Deep Cultivation of Xinjiang strategy: Implementing customized "one household, one policy" marketing, providing complementary "ɑ" services, and actively expanding key product markets37 - Increase in direct supply proportion: In the first half, the proportion of direct supply within Xinjiang, Hexi, and key engineering projects all increased by over 5%, with the direct supply ratio increasing by 16.8% compared to the full year of 202437 - Customer satisfaction: Overall customer satisfaction in Q1 2025 was 93.99%, an increase of 1.4% compared to Q1 2024; in Q2, it was 92.0%, an increase of 0.72% compared to Q2 202438 - Customer management: Reviewing user structure, forming a list of strategic users, revising and improving the "Customer Classification Management Measures," and achieving differentiated services38 (V) Geographical Advantages Xinjiang, located in the heart of the Eurasian continent, possesses unique geographical advantages, and with the deepening of national Western Development and opening-up policies, it is accelerating the construction of industrial bases; as a major steel enterprise in Northwest China and Xinjiang's sole listed steel company, the company maintains a stable regional market position and continuously enhances its market influence - Geographical location: Xinjiang is situated in the heart of the Eurasian continent, at the intersection of the New Eurasian Land Bridge, China-Mongolia-Russia, China-Central Asia-West Asia, and China-Pakistan Economic Corridors, bordering 8 countries and possessing 20 open ports39 - Industrial development: Xinjiang is accelerating the implementation of major industrial projects around "Ten Major Industrial Clusters," building industrial bases of national strategic significance that are distinctive and highly competitive39 - Company status: The company is a major steel enterprise in Northwest China and Xinjiang's sole listed steel company, possessing Xinjiang's longest industrial chain, highest production capacity, most comprehensive product range, and largest scale, with a stable market influence and regional industry position39 IV. Key Operating Performance during the Reporting Period This section provides a detailed analysis of the company's key operating performance during the reporting period, including reasons for changes in financial statement items, asset and liability status, significant non-equity investments, and the operating performance of major controlled and investee companies (I) Analysis of Main Business This section analyzes changes in financial statement items related to the company's main business, indicating that the decrease in operating revenue and costs was primarily due to the downturn in the steel market, while sales and administrative expenses increased, and financial and R&D expenses decreased Analysis of Changes in Financial Statement Items (January-June 2025 vs. Prior Year Period) | Item | Current Period (Yuan) | Prior Year Period (Yuan) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 8,732,897,880.68 | 9,363,082,747.01 | -6.73 | | Operating Cost | 8,690,422,598.99 | 9,563,210,063.49 | -9.12 | | Sales Expenses | 45,181,704.26 | 39,555,904.05 | 14.22 | | Administrative Expenses | 138,792,702.27 | 127,373,367.00 | 8.97 | | Financial Expenses | 279,353,736.49 | 303,118,340.31 | -7.84 | | R&D Expenses | 81,677,538.58 | 158,004,701.88 | -48.31 | | Net Cash Flow from Operating Activities | -255,547,569.43 | 1,226,623,002.98 | -120.83 | | Net Cash Flow from Investing Activities | -192,523,493.36 | -732,742,341.28 | N/A | | Net Cash Flow from Financing Activities | 214,926,621.00 | -601,803,737.15 | N/A | | Taxes and Surcharges | 81,805,708.24 | 44,133,061.18 | 85.36 | | Other Income | 59,727,996.53 | 189,822,075.13 | -68.53 | | Investment Income | -35,123,833.43 | 2,647,471.08 | -1,426.69 | | Non-operating Income | 899,135.19 | 5,805,037.90 | -84.51 | | Asset Impairment Losses | -112,655,589.45 | - | 100.00 | - Changes in operating revenue and operating costs were primarily influenced by the downturn in the steel market and a decrease in sales prices and steel unit prices41 - The increase in sales expenses was due to the business integration of the logistics and transportation branch, with a portion of employee compensation reclassified to sales expenses; the increase in administrative expenses was due to shutdown costs incurred by Jiaomei Group's 2130 coal mine41 - The decrease in financial expenses was due to lower loan interest rates; the decrease in R&D expenses was because most R&D projects during the reporting period were for new product development, requiring smaller amounts41 - The significant decrease in net cash flow from operating activities was due to a reduction in working capital; the change in net cash flow from investing activities was due to reduced project investments; the change in net cash flow from financing activities was due to new finance leases41 - The increase in taxes and surcharges was due to an upward adjustment in resource tax rates; the decrease in other income was due to a reduction in the actual deductible amount of input VAT; the change in investment income was due to the recognition of investment income from associate companies; the decrease in non-operating income was due to a reduction in compensation received; the increase in asset impairment losses was due to the provision for inventory depreciation43 (III) Analysis of Assets and Liabilities This section analyzes changes in the company's assets and liabilities at period-end, showing a decrease in both total assets and net assets attributable to shareholders, significant changes in items such as notes receivable, accounts receivable, construction in progress, and long-term borrowings, and discloses information on major restricted assets Changes in Assets and Liabilities (Current Period-End vs. Prior Year-End) | Project Name | Current Period-End (Yuan) | Current Period-End as % of Total Assets | Prior Year-End (Yuan) | Prior Year-End as % of Total Assets | Change from Prior Year-End (%) | Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 1,161,285,394.32 | 4.14 | 1,394,345,624.33 | 4.68 | -16.71 | | | Notes Receivable | 240,341,247.16 | 0.86 | 131,827,703.31 | 0.44 | 82.31 | Increase in commercial bills collected from sales | | Accounts Receivable | 484,815,896.61 | 1.73 | 328,792,443.01 | 1.10 | 47.45 | Due to contract maturity dates spanning across years | | Notes Receivable Financing | 359,884,170.31 | 1.28 | 899,318,155.33 | 3.02 | -59.98 | Decrease in bank acceptance bills collected from sales | | Prepayments | 352,685,107.66 | 1.26 | 1,026,179,246.40 | 3.44 | -65.63 | Strict credit control, timely write-off, decrease in prepayments | | Inventories | 1,950,990,619.90 | 6.95 | 2,042,941,490.40 | 6.85 | -4.50 | | | Other Current Assets | 3,734,696.96 | 0.01 | 88,215,016.04 | 0.30 | -95.77 | Decrease in deductible VAT | | Investment Properties | 28,150,324.14 | 0.10 | 28,680,996.18 | 0.10 | -1.85 | | | Long-Term Equity Investments | 133,259,295.27 | 0.47 | 168,581,684.76 | 0.57 | -20.95 | | | Fixed Assets | 16,107,398,558.20 | 57.39 | 16,695,487,032.32 | 55.99 | -3.52 | | | Construction in Progress | 1,856,109,271.25 | 6.61 | 1,592,425,086.09 | 5.34 | 16.56 | | | Right-of-Use Assets | 2,030,583,003.73 | 7.24 | 2,070,757,257.69 | 6.94 | -1.94 | | | Short-Term Borrowings | 5,810,221,266.05 | 20.70 | 6,236,855,569.84 | 20.92 | -6.84 | | | Contract Liabilities | 920,355,388.58 | 3.28 | 942,566,237.49 | 3.16 | -2.36 | | | Taxes Payable | 28,191,209.44 | 0.10 | 10,376,919.81 | 0.03 | 171.67 | Resource tax rate increase led to a significant increase in resource tax | | Other Payables | 904,396,286.53 | 3.22 | 486,140,082.82 | 1.63 | 86.04 | Increase in intercompany payables | | Non-Current Liabilities Due Within One Year | 913,737,648.94 | 3.26 | 1,483,903,432.70 | 4.98 | -38.42 | Decrease in long-term borrowings due within one year | | Other Current Liabilities | 355,585,872.42 | 1.27 | 245,831,918.98 | 0.82 | 44.65 | Increase in endorsed commercial acceptance bills not yet terminated | | Long-Term Borrowings | 2,797,279,134.28 | 9.97 | 1,457,961,772.22 | 4.89 | 91.86 | Current loans converted to fixed loans, increase in long-term borrowings | | Lease Liabilities | 2,131,713,427.22 | 7.60 | 2,158,605,852.00 | 7.24 | -1.25 | | | Specific Reserves | 104,073,310.13 | 0.37 | 65,665,938.43 | 0.22 | 58.49 | Increase in safety production expenses | Major Restricted Assets (Period-End) | Project | Period-End Book Value (Yuan) | Reason for Restriction | | :--- | :--- | :--- | | Cash and Bank Balances | 102,509,390.39 | Bank acceptance bill deposits and special funds, etc | | Notes Receivable | 235,939,671.89 | Bills not yet derecognized | | Fixed Assets | 2,597,817,010.88 | Sale and leaseback | (IV) Analysis of Investment Status This section discloses the company's significant non-equity investments in the first half of 2025, with 88.91 million Yuan completed for fixed asset investment plans, including smooth progress on the new wide and thick plate continuous caster project for the steelmaking plant's 150t production line; it also lists financial assets measured at fair value - The company's 2025 fixed asset investment plan is 381.15 million Yuan, with 88.91 million Yuan completed in the first half, including 59.33 million Yuan for ongoing projects and 29.58 million Yuan for new projects49 - The new wide and thick plate continuous caster project for the steelmaking plant's 150t production line has a planned total investment of 180 million Yuan, with cumulative investment completed of 26.79 million Yuan as of the end of the reporting period, achieving an overall project progress of 14.88%, and is expected to save energy and logistics costs and enhance market competitiveness upon completion49 Financial Assets Measured at Fair Value (Period-End) | Asset Category | Beginning Balance (Yuan) | Fair Value Change Gain/Loss for Current Period (Yuan) | Cumulative Fair Value Change Included in Equity (Yuan) | Impairment Provision for Current Period (Yuan) | Purchase Amount for Current Period (Yuan) | Sale/Redemption Amount for Current Period (Yuan) | Other Changes (Yuan) | Period-End Balance (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Notes Receivable Financing | 899,318,155.33 | - | - | - | - | - | -539,433,985.02 | 359,884,170.31 | | Other Equity Instrument Investments | 213,845,377.89 | - | - | - | - | - | 5,098,960.48 | 218,944,338.37 | | Total | 1,113,163,533.22 | - | - | - | - | - | -534,335,024.54 | 578,828,508.68 | (VI) Analysis of Major Controlled and Investee Companies This section lists the operating performance of the company's major subsidiaries and investee companies with a net profit impact of over 10%, including subsidiaries such as Jiaomei Group, Metal Products Company, Shaanxi Banhuang, Kashi Metal, Steel Pipe Company, Anxinli Company, and Fujin Mining, as well as investee companies like Yicheng Coal Mine, Tianjin Daqiao, and Baoxin Hengyuan Operating Performance of Major Controlled and Investee Companies (H1 2025) | Company Name | Company Type | Main Business | Registered Capital (million Yuan) | Total Assets (million Yuan) | Net Assets (million Yuan) | Operating Revenue (million Yuan) | Operating Profit (million Yuan) | Net Profit (million Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Jiaomei Group | Subsidiary | Coal production and sales, etc | 874.43 | 5,734.17 | 214.67 | 516.57 | -139.50 | -145.15 | | Metal Products Company | Subsidiary | Metal product production and sales, etc | 558.48 | 1,024.31 | 389.58 | 564.99 | -13.37 | -13.88 | | Shaanxi Banhuang | Subsidiary | Automotive leaf spring manufacturing and sales | 124.90 | 99.80 | 74.27 | 56.61 | 4.94 | 3.62 | | Kashi Metal | Subsidiary | Metal product production and sales | 100.00 | 112.17 | 30.20 | 15.30 | -0.03 | -0.06 | | Steel Pipe Company | Subsidiary | Ferrous metal smelting and rolling processing | 42.18 | 764.53 | 124.64 | 736.10 | -3.77 | -3.70 | | Anxinli Company | Subsidiary | Mineral product sales | 20.00 | 20.02 | 20.02 | 0.00 | 0.00 | 0.00 | | Fujin Mining | Subsidiary | Mineral resource exploration and investment consulting | 10.00 | 74.13 | 10.37 | 0.00 | -0.01 | -0.01 | | Yicheng Coal Mine | Associate | Development and investment | 200.00 | 904.39 | 231.29 | 83.25 | -52.12 | -77.84 | | Tianjin Daqiao | Associate | Welding rod, wire, and flux manufacturing and sales | 10.00 | 205.46 | 117.31 | 113.63 | 8.12 | 6.01 | | Baoxin Hengyuan | Associate | Multimodal transport and transport agency | 50.00 | 2,584.29 | -3.03 | 2,726.57 | -38.38 | -38.55 | Section IV Corporate Governance, Environment and Society I. Changes in Directors, Supervisors, and Senior Management During the reporting period, there were changes in the company's board of directors, with Wu Bin resigning as a director, He Yucheng being elected as a director and appointed as vice chairman, and members of relevant special committees of the board also being re-elected - Director Wu Bin resigned, and He Yucheng was elected as a director and appointed as vice chairman57 - The current directors of the company include Chairman Ke Shanliang, Vice Chairman He Yucheng, Directors Liu Wenzhuang, Gao Xiangming, Zhang Zhigang, Sun Xinxia, and Independent Directors Chen Yingru, Ma Jie, Qiu Siping57 II. Profit Distribution or Capital Reserve Conversion Plan During the reporting period, the company did not propose a profit distribution plan or a capital reserve to share capital conversion plan - The company's proposed semi-annual profit distribution plan or capital reserve to share capital conversion plan is "No"58 III. Status and Impact of Company's Equity Incentive Plan, Employee Stock Ownership Plan, or Other Employee Incentive Measures The conditions for the third vesting period of the company's 2021 restricted stock incentive plan were not met, and some incentive recipients no longer qualified, leading the company to propose repurchasing and canceling 5,793,600 restricted shares, which will not change the controlling shareholder - The conditions for the third vesting period of the company's 2021 restricted stock incentive plan were not met, and some incentive recipients no longer qualified due to changes in personal circumstances59 - The company plans to repurchase and cancel a total of 5,793,600 restricted shares, after which the company's total share capital will change to 1,532,897,870 shares59 - This repurchase and cancellation will not result in a change of the company's controlling shareholder59 IV. Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information by Law The company and its three major subsidiaries are included in the list of enterprises required to disclose environmental information by law, with a query index provided for environmental information disclosure reports - A total of 4 enterprises, including the company, Xinjiang Bayi Steel Metal Products Co., Ltd., Xinjiang Bayi Steel Pipe Co., Ltd., and Xinjiang Jiaomei (Group) Co., Ltd., are included in the list of enterprises required to disclose environmental information by law60 - The query index for environmental information disclosure reports is https://xxpl.xjmic.com:9015/index[60](index=60&type=chunk) V. Specifics of Work on Consolidating and Expanding Poverty Alleviation Achievements, Rural Revitalization, etc. The company actively fulfilled its social responsibilities, continuously consolidated poverty alleviation achievements, and comprehensively promoted rural revitalization; during the reporting period, the company formulated and advanced work plans for targeted assistance and the construction of beautiful and livable villages, conducting on-site surveys and assistance for 4 consolidated poverty alleviation villages in Yopurga County, Kashgar Prefecture, and Daxiqu Village in Daxiqu Town - The company adheres to Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era, fully implements the spirit of the 20th CPC National Congress and the Second and Third Plenary Sessions of the 20th CPC Central Committee, and implements General Secretary Xi Jinping's important discourses on "agriculture, rural areas, and farmers" work61 - Continuously strengthening the monitoring and assistance mechanism to prevent a return to poverty, as a fundamental and bottom-line task for consolidating and expanding poverty alleviation achievements and comprehensively promoting rural revitalization61 - Providing targeted assistance to 4 consolidated poverty alleviation villages in Yekexianbaibazha Town, Yopurga County, Kashgar Prefecture (Wusute Village, Dun'airike Village, Dangla Village, Kailaeyimake Village), and strengthening guidance for the construction of beautiful and livable villages in Daxiqu Village, Daxiqu Town61 - During the reporting period, the "2025 Targeted Assistance and Beautiful and Livable Village Construction Work Plan" was formulated and advanced as planned62 Section V Significant Matters I. Fulfillment of Commitments This section details the fulfillment of various commitments made by the company's actual controller, controlling shareholder, and other related parties regarding acquisitions, major asset restructurings, equity incentives, and other matters, primarily involving resolving horizontal competition, related-party transactions, asset title defects, and protecting the interests of minority shareholders, with all commitments strictly fulfilled - The actual controller, Baosteel Group (now China Baowu), committed to resolving horizontal competition by not directly or indirectly engaging in new competitive steel businesses in the same region where Bayi Steel has steel projects, and to prioritize notifying Bayi Steel of commercial opportunities64 - The controlling shareholder, Baogang Company, committed to resolving related-party transactions, minimizing and standardizing related-party transactions with Bayi Steel and its controlled subsidiaries as much as possible, and adhering to principles of market fairness, openness, and impartiality65 - Baogang Company committed to resolving land and other property title defects, stating that it would complete the property certificates for some buildings within nine years after the completion of this restructuring, and would be responsible for compensating losses caused by the failure to obtain property certificates6566 - Baogang Company and China Baowu made commitments regarding potential horizontal competition issues arising from Tianshan Steel's integration and acquisition of long-process steel enterprises within Xinjiang, pledging to resolve them within 5 years through asset restructuring, business adjustments, entrusted management, or other means747576 - The company's controlling shareholder and all directors and senior management committed to safeguarding the legitimate rights and interests of the listed company and all shareholders, refraining from overstepping authority in business management, not encroaching upon the listed company's interests, and implementing measures to mitigate the dilution of immediate returns7273 X. Significant Related-Party Transactions This section details significant related-party transactions between the company and its related parties during the reporting period, including purchases and sales of goods, provision and acceptance of services, and financial business, all conducted at market prices (I) Related-Party Transactions Related to Ordinary Operations The company engaged in numerous related-party transactions with Baowu Group subsidiaries, Baogang Company and its subsidiaries, and Baogang Company's associates, involving the purchase and sale of goods, as well as the provision and acceptance of services, all conducted at market prices Related-Party Transactions Related to Ordinary Operations (H1 2025) | Related Party | Related Transaction Content | Pricing Principle | Transaction Amount (Yuan) | | :--- | :--- | :--- | :--- | | Baowu Group Subsidiaries | Chemical Products | Market Price | 52,430,632.70 | | Baogang Company and Subsidiaries | Coking Coal | Market Price | 63,191,279.43 | | Baogang Company and Subsidiaries | Steel Products | Market Price | 276,182,374.34 | | Baowu Group Subsidiaries | Steel Products | Market Price | 715,279,803.63 | | Baogang Company Associates | Steel Products | Market Price | 324,106,437.41 | | Baogang Company and Subsidiaries | Materials, Spare Parts, and Others | Market Price | 86,310,938.48 | | Baowu Group Subsidiaries | Materials, Spare Parts, and Others | Market Price | 113,227,001.83 | | Subtotal for Sales of Goods and Provision of Services | —— | —— | 1,630,728,467.82 | | Baogang Company Subsidiaries | Stone Materials | Market Price | 66,052,553.54 | | Baogang Company Subsidiaries | Alloys | Market Price | 47,843,168.59 | | Baogang Company Subsidiaries | Metal Products | Market Price | 119,662,467.67 | | Baogang Company Subsidiaries | Ores | Market Price | 1,795,571,995.64 | | Baogang Company Subsidiaries | Coke | Market Price | 394,755,506.32 | | Baogang Company Subsidiaries | Coal | Market Price | 515,622,693.05 | | Baowu Group Subsidiaries | Materials and Spare Parts | Market Price | 543,984,737.65 | | Baowu Group Subsidiaries | Alloys | Market Price | 116,814,527.30 | | Baowu Group Subsidiaries | Ores | Market Price | 48,972,511.93 | | Baowu Group Subsidiaries | Scrap Steel and Pig Iron | Market Price | 41,217,624.13 | | Baowu Group Subsidiaries | Coal | Market Price | 53,490,289.64 | | Subtotal for Purchases of Goods | —— | —— | 3,743,988,075.46 | | Baogang Company Subsidiaries | Greening Services | Market Price | 35,903,139.82 | | Baogang Company Subsidiaries | Other Services | Market Price | 58,495,992.03 | | Baowu Group Subsidiaries | Transportation Services | Market Price | 84,330,147.19 | | Baowu Group Subsidiaries | Engineering Construction | Market Price | 175,348,866.44 | | Baowu Group Subsidiaries | Other Services | Market Price | 250,076,422.90 | | Subtotal for Acceptance of Services | —— | —— | 604,154,568.38 | (V) Financial Business between the Company and Related Financial Companies, and between the Company's Controlled Financial Company and Related Parties The company has financial business dealings with Baowu Finance Company, including deposits, loans, and comprehensive credit lines, with period-end deposit balance of 187.98 million Yuan, loan balance of 1.60 billion Yuan, and actual comprehensive credit utilization of 2.58 billion Yuan Deposit Business (with Baowu Finance Company) | Related Party | Maximum Daily Deposit Limit (Yuan) | Deposit Interest Rate Range | Beginning Balance (Yuan) | Total Deposits for Current Period (Yuan) | Total Withdrawals for Current Period (Yuan) | Period-End Balance (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Baowu Finance Company | 3,000,000,000.00 | 0.1%-1% | 800,272,657.46 | 10,846,225,973.29 | 11,458,514,229.54 | 187,984,401.21 | Loan Business (with Baowu Finance Company) | Related Party | Loan Limit (Yuan) | Loan Interest Rate Range | Beginning Balance (Yuan) | Total Loans for Current Period (Yuan) | Total Repayments for Current Period (Yuan) | Period-End Balance (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Baowu Finance Company | 1,598,500,000.00 | 3.2%-3.6% | 1,598,500,000.00 | 900,000,000.00 | 900,000,000.00 | 1,598,500,000.00 | Credit or Other Financial Business (with Baowu Finance Company) | Related Party | Business Type | Total Amount (Yuan) | Actual Amount Incurred (Yuan) | | :--- | :--- | :--- | :--- | | Baowu Finance Company | Comprehensive Credit Line | 4,500,000,000.00 | 2,584,404,335.81 | XI. Significant Contracts and Their Fulfillment This section discloses the company's asset lease contracts as a lessee with related party Baogang Company and its subsidiaries, involving the leasing of assets such as land, technology use rights, machinery and equipment, and buildings and structures, with a total annual rent of 126.87 million Yuan (I) Custody, Contracting, Leasing Matters The company entered into multiple asset lease contracts with related party Baogang Company and its subsidiaries, leasing assets such as land, properties, equipment, and patented technologies to support its daily operations - The company signed asset lease contracts with related party Baogang Company, leasing assets such as land, properties, equipment, and patented technologies, with an annual contract rent of 126.87 million Yuan88 - The subsidiary Metal Products Company leased land assets with an annual rent of 2.60 million Yuan and property assets with an annual rent of 1.98 million Yuan89 - The subsidiary Jiaomei Group leased land assets with an annual rent of 10.01 million Yuan and property assets with an annual rent of 2.69 million Yuan89 - The company signed dormitory lease contracts with the Property Management Company, with an annual rent of 1.40 million Yuan89 Section VI Share Changes and Shareholder Information I. Changes in Share Capital During the reporting period, there were no changes in the company's total share capital or share structure, but after the reporting period until the disclosure date of the semi-annual report, due to the non-fulfillment of vesting conditions for the restricted stock incentive plan, the company will repurchase and cancel some restricted shares, with minimal impact on financial indicators such as earnings per share and net assets per share - During the reporting period, there were no changes in the company's total share capital or share structure93 - On June 24, 2025, the company held a general meeting of shareholders and approved the repurchase and cancellation of 5,793,600 restricted shares from the 2021 restricted stock incentive plan due to the non-fulfillment of vesting conditions94 - This repurchase and cancellation will have virtually no impact on financial indicators such as earnings per share and net assets per share94 II. Shareholder Information This section discloses the total number of shareholders, the top ten shareholders, and the top ten shareholders with unrestricted shares as of the end of the reporting period, with the controlling shareholder, Xinjiang Bayi Iron & Steel Group Co., Ltd., holding 49.83% of the shares Top Ten Shareholders as of the End of the Reporting Period | Shareholder Name | Change During Reporting Period | Period-End Shareholding (shares) | Proportion (%) | Number of Restricted Shares Held | Share Status | Quantity (shares) | Shareholder Nature | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Xinjiang Bayi Iron & Steel Group Co., Ltd. | - | 766,789,264 | 49.83 | - | Unrestricted | - | State-owned Legal Person | | National Social Security Fund 503 Portfolio | 26,000,040 | 26,000,040 | 1.69 | - | Unrestricted | - | Other | | Xu Shouyong | - | 13,490,500 | 0.88 | - | Unrestricted | - | Domestic Natural Person | | Hong Kong Securities Clearing Company Limited | 2,549,187 | 8,656,145 | 0.56 | - | Unrestricted | - | Other | | Handan Iron & Steel Group Co., Ltd. | - | 7,189,678 | 0.47 | - | Unrestricted | - | State-owned Legal Person | | Luo Zhidong | - | 6,701,400 | 0.44 | - | Unrestricted | - | Domestic Natural Person | | Yu Xuechun | - | 5,247,500 | 0.34 | - | Unrestricted | - | Domestic Natural Person | | Agricultural Bank of China - BOCOM Schroders Regular Payment Dual-Income Balanced Mixed Securities Investment Fund | 4,764,100 | 4,764,100 | 0.31 | - | Unrestricted | - | Other | | Cathay Multi-Strategy Absolute Return Stock Pension Product - China Merchants Bank Co., Ltd. | 4,376,300 | 4,376,300 | 0.28 | - | Unrestricted | - | Other | | Li Xiuhui | - | 3,528,700 | 0.23 | - | Unrestricted | - | Domestic Natural Person | - Xinjiang Bayi Iron & Steel Group Co., Ltd. is the company's controlling shareholder, with a shareholding ratio of 49.83%99100 - As of the end of the reporting period, the company's special repurchase account held no shares99 III. Information on Directors, Supervisors, and Senior Management This section discloses the shareholding changes of current and resigned directors, supervisors, and senior management during the reporting period, showing that Wu Bin, Ke Shanliang, and Fan Guokang held restricted shares of the company, with no changes in their shareholding quantities during the reporting period Changes in Shareholdings of Directors, Supervisors, and Senior Management | Name | Position | Beginning Shareholding (shares) | Period-End Shareholding (shares) | Change in Shareholding (shares) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Wu Bin | Director (Resigned) | 78,200 | 78,200 | - | - | | Ke Shanliang | Chairman | 78,200 | 78,200 | - | - | | Fan Guokang | Board Secretary, Chief Accountant | 36,720 | 36,720 | - | - | | Total | / | 193,120 | 193,120 | - | - | - The shares held by the aforementioned individuals are all restricted shares; the reasons and conditions for restriction are detailed in the company's 2021 A-share Restricted Stock Incentive Plan96100 Section VII Bond-Related Information I. Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments During the reporting period, the company had no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments - The company has no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments105 Section VIII Financial Report II. Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the first half of 2025, comprehensively presenting the company's financial position, operating results, and cash flow situation Consolidated Balance Sheet As of June 30, 2025, the company's total consolidated assets were 28.07 billion Yuan, total liabilities were 28.60 billion Yuan, and total owners' equity attributable to the parent company was -590.95 million Yuan Key Data from Consolidated Balance Sheet (June 30, 2025 vs. December 31, 2024) | Project | June 30, 2025 (Yuan) | December 31, 2024 (Yuan) | | :--- | :--- | :--- | | Total Assets | 28,065,306,917.74 | 29,819,478,769.37 | | Total Liabilities | 28,595,402,868.30 | 29,694,286,222.00 | | Total Owners' Equity Attributable to Parent Company | -590,949,834.31 | 62,882,381.99 | | Minority Interests | 60,853,883.75 | 62,310,165.38 | | Total Owners' Equity | -530,095,950.56 | 125,192,547.37 | Parent Company Balance Sheet As of June 30, 2025, the company's parent company total assets were 25.73 billion Yuan, total liabilities were 26.14 billion Yuan, and total owners' equity was -416.32 million Yuan Key Data from Parent Company Balance Sheet (June 30, 2025 vs. December 31, 2024) | Project | June 30, 2025 (Yuan) | December 31, 2024 (Yuan) | | :--- | :--- | :--- | | Total Assets | 25,727,073,543.67 | 27,379,383,601.41 | | Total Liabilities | 26,143,393,010.05 | 27,251,095,305.83 | | Total Owners' Equity | -416,319,466.38 | 128,288,295.58 | Consolidated Income Statement From January to June 2025, the company's consolidated total operating revenue was 8.73 billion Yuan, net loss was 698.63 million Yuan, and net loss attributable to parent company shareholders was 696.57 million Yuan Key Data from Consolidated Income Statement (January-June 2025 vs. January-June 2024) | Project | H1 2025 (Yuan) | H1 2024 (Yuan) | | :--- | :--- | :--- | | I. Total Operating Revenue | 8,732,897,880.68 | 9,363,082,747.01 | | II. Total Operating Costs | 9,317,233,988.83 | 10,235,395,437.91 | | III. Operating Profit (Loss indicated by "-") | -679,663,923.32 | -685,239,610.55 | | IV. Total Profit (Total loss indicated by "-") | -686,581,797.45 | -690,061,080.03 | | V. Net Profit (Net loss indicated by "-") | -698,630,552.49 | -719,211,002.32 | | 1. Net Profit Attributable to Parent Company Shareholders | -696,573,704.40 | -720,031,933.96 | | 2. Minority Interests | -2,056,848.09 | 820,931.64 | | VII. Total Comprehensive Income | -694,296,436.09 | -719,211,002.32 | | (I) Basic Earnings Per Share (Yuan/share) | -0.453 | -0.466 | | (II) Diluted Earnings Per Share (Yuan/share) | -0.453 | -0.466 | Parent Company Income Statement From January to June 2025, the company's parent company operating revenue was 8.43 billion Yuan, and net loss was 550.29 million Yuan Key Data from Parent Company Income Statement (January-June 2025 vs. January-June 2024) | Project | H1 2025 (Yuan) | H1 2024 (Yuan) | | :--- | :--- | :--- | | I. Operating Revenue | 8,432,140,253.61 | 9,149,014,368.96 | | Less: Operating Costs | 8,466,910,284.35 | 9,357,212,532.69 | | II. Operating Profit (Loss indicated by "-") | -538,754,809.33 | -558,682,092.93 | | III. Total Profit (Total loss indicated by "-") | -544,248,510.87 | -560,901,767.64 | | IV. Net Profit (Net loss indicated by "-") | -550,288,949.23 | -588,452,799.51 | | VI. Total Comprehensive Income | -545,954,832.83 | -588,452,799.51 | Consolidated Cash Flow Statement From January to June 2025, the company's consolidated net cash flow from operating activities was -255.55 million Yuan, net cash flow from investing activities was -192.52 million Yuan, net cash flow from financing activities was 214.93 million Yuan, and net increase in cash and cash equivalents was **-23
八一钢铁(600581) - 2025 Q2 - 季度财报