Section I Definitions This section defines common terms like 'CSRC', 'SSE', 'Sanxing New Materials', 'Company', its main subsidiaries, and the reporting period - This section primarily defines common terms used in the report, such as 'China Securities Regulatory Commission', 'Shanghai Stock Exchange', 'Sanxing New Materials', 'Company', 'the Company', as well as the company's main holding subsidiaries and the reporting period17 Section II Company Profile and Key Financial Indicators This section provides an overview of the company's basic information, contact details, stock information, and key financial performance indicators for the reporting period I. Company Information This section provides the company's basic registration details, including its Chinese name, abbreviation, and legal representative - The company's Chinese name is Zhejiang Sanxing New Materials Co., Ltd., abbreviated as Sanxing New Materials, with Tong Xiaofei as its legal representative14 II. Contact Persons and Information This section lists contact details for the Board Secretary and Securities Affairs Representatives to facilitate investor communication - The Board Secretary is Zhang Yitao, and the Securities Affairs Representatives are Ning Nengbin and Yang Qi, all located at No. 333, Hanghai Road, Yueyue Town, Deqing County, Huzhou City, Zhejiang Province15 III. Overview of Changes in Basic Information The company's registered and office addresses remained unchanged during the reporting period - The company's registered and office addresses remain unchanged at No. 333, Hanghai Road, Yueyue Town, Deqing County during the reporting period16 IV. Overview of Changes in Information Disclosure and Document Storage Locations This section details the company's designated information disclosure channels and report storage location, with no changes - The company's designated information disclosure newspaper is Securities Times, its website for semi-annual reports is www.sse.com.cn, and reports are stored at the company's Board of Directors Office18 V. Company Stock Overview This section provides the company's stock listing information, including type, exchange, abbreviation, and code - The company's A-shares are listed on the Shanghai Stock Exchange under the abbreviation Sanxing New Materials and stock code 60357819 VII. Key Accounting Data and Financial Indicators Operating revenue grew significantly by 48.31% due to new photovoltaic glass sales, but total profit and net profit attributable to parent company shareholders experienced substantial losses, while operating cash flow surged by 502.81% Key Accounting Data (January-June 2025 vs. Same Period Last Year) | Indicator | Current Reporting Period (Jan-Jun) | Same Period Last Year | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 796,136,463.67 CNY | 536,820,322.27 CNY | 48.31 | | Total Profit | -49,869,999.33 CNY | 57,335,528.62 CNY | -186.98 | | Net Profit Attributable to Shareholders of Listed Company | -30,231,953.26 CNY | 56,488,974.62 CNY | -153.52 | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-Recurring Gains and Losses | -32,132,894.20 CNY | 55,754,327.37 CNY | -157.63 | | Net Cash Flow from Operating Activities | 229,767,289.27 CNY | 38,116,083.31 CNY | 502.81 | | Net Assets Attributable to Shareholders of Listed Company (End of Period vs. End of Last Year) | 986,133,607.96 CNY | 1,012,340,393.96 CNY | -2.59 | | Total Assets (End of Period vs. End of Last Year) | 4,506,044,949.95 CNY | 4,447,890,535.75 CNY | 1.31 | Key Financial Indicators (January-June 2025 vs. Same Period Last Year) | Indicator | Current Reporting Period (Jan-Jun) | Same Period Last Year | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (CNY/share) | -0.17 | 0.31 | -154.84 | | Diluted Earnings Per Share (CNY/share) | -0.17 | 0.31 | -154.84 | | Basic Earnings Per Share After Deducting Non-Recurring Gains and Losses (CNY/share) | -0.18 | 0.31 | -158.06 | | Weighted Average Return on Net Assets (%) | -3.03 | 5.07 | Decreased by 8.10 percentage points | | Weighted Average Return on Net Assets After Deducting Non-Recurring Gains and Losses (%) | -3.22 | 5.00 | Decreased by 8.22 percentage points | - Basic EPS, diluted EPS, and basic EPS after deducting non-recurring gains and losses significantly decreased year-on-year, primarily due to the sluggish photovoltaic glass market, resulting in low selling prices and losses21 IX. Non-Recurring Gains and Losses Items and Amounts This section details non-recurring gains and losses and explains the classification of VAT refunds for welfare enterprises as recurring Non-Recurring Gains and Losses Items and Amounts | Non-Recurring Gains and Losses Item | Amount (CNY) | | :--- | :--- | | Gains and Losses from Disposal of Non-Current Assets | 8,337.34 | | Government Subsidies Included in Current Profit and Loss | 1,586,187.44 | | Fair Value Changes and Disposal Gains/Losses from Financial Assets and Liabilities Held by Non-Financial Enterprises | 888,215.01 | | Other Non-Operating Income and Expenses | -319,656.14 | | Less: Income Tax Impact | 114,634.66 | | Impact on Minority Interests (After Tax) | 147,508.05 | | Total | 1,900,940.94 | - A VAT refund of CNY 17,275,440.00 for welfare enterprises was classified as recurring gains and losses due to its close relation to the company's core business and continuous nature24539 X. Companies with Equity Incentive or Employee Stock Ownership Plans May Choose to Disclose Net Profit After Deducting Share-Based Payment Impact This section discloses net profit after deducting share-based payment impact, showing a significant year-on-year decrease Net Profit After Deducting Share-Based Payment Impact (January-June 2025 vs. Same Period Last Year) | Key Accounting Data | Current Reporting Period (Jan-Jun) | Same Period Last Year | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Net Profit After Deducting Share-Based Payment Impact | -26,206,786.00 CNY | 66,551,892.62 CNY | -139.38 | Section III Management Discussion and Analysis This section provides a comprehensive discussion and analysis of the company's industry, business operations, core competitiveness, and financial performance during the reporting period I. Explanation of the Company's Industry and Main Business During the Reporting Period The company operates in low-temperature storage equipment glass doors and photovoltaic glass, with the former leading and the latter facing overcapacity and price declines despite policy support (I) Main Business Operations The company's core businesses are glass doors for low-temperature storage equipment, holding a leading position, and photovoltaic glass, expanded through its subsidiary Guohua Jintai - The company's core businesses are glass doors for low-temperature storage equipment and photovoltaic glass28 - The glass door business for low-temperature storage equipment holds a leading position in China, with products used in beverage, freezer, wine, refrigerator, smart retail, and biomedical cold cabinets29 - The photovoltaic glass business, operated by its controlling subsidiary Guohua Jintai, includes a 4×1200 tons/day photovoltaic glass and 5 million tons/year high-purity silicon-based new material purification project, designated as a key project in Shandong Province30 (II) Industry Overview The low-temperature storage equipment glass door industry is growing, while the photovoltaic glass sector faces price declines despite increased installations due to overcapacity - The low-temperature storage equipment glass door industry benefits from expanding cold chain applications, increasing industry concentration, and product evolution towards energy efficiency, personalization, and intelligence3132 - The photovoltaic glass industry, supported by policies, saw 212.21 GW of new installations in H1 2025, a 107% year-on-year increase3334 Photovoltaic Glass Market Price Changes (H1 2025 vs. Same Period 2024) | Product Type | H1 2025 Average Price | Same Period 2024 Average Price | Year-on-Year Decline Amount | Year-on-Year Decline Ratio | | :--- | :--- | :--- | :--- | :--- | | 2.0mm Single-Coated Panel | 12.92 CNY/sqm | 16.90 CNY/sqm | 3.98 CNY/sqm | 24% | | 3.2mm Single-Coated Panel | 21.06 CNY/sqm | 25.70 CNY/sqm | 4.64 CNY/sqm | 18% | II. Discussion and Analysis of Operations Overall revenue grew due to photovoltaic glass, but this segment incurred losses from intense competition and low prices, leading to negative consolidated net profit and operational challenges for Guohua Jintai (I) Overall Operating Performance During the Reporting Period Overall revenue increased by 48.31% due to photovoltaic glass sales, but consolidated net profit was negative, and net profit attributable to parent company shareholders decreased by 153.52% due to market competition and impairment - Sales prices for the company's low-temperature storage equipment glass door business slightly decreased year-on-year35 - Photovoltaic glass sales contributed to a 48.31% year-on-year increase in total operating revenue3537 - Due to intensified photovoltaic industry competition, low product prices, and asset impairment provisions, consolidated net profit was negative, with net profit attributable to shareholders at -CNY 30.232 million, a 153.52% year-on-year decrease3637 (II) Guohua Jintai Project Operations During the Reporting Period Guohua Jintai's B kiln is operational but unprofitable due to market conditions, A kiln construction is delayed, and technical issues in purification lead to higher production costs - Guohua Jintai's photovoltaic glass Phase I B kiln is operational and generating revenue, but sustained low prices have led to below-expected performance and losses37 - Construction of the A kiln was delayed due to the sluggish market, contrary to original plans for quick commissioning37 - High-purity silicon-based new material purification Phase I experienced slow capacity ramp-up due to technical issues, requiring external procurement of most ultra-white sand, resulting in higher-than-expected glass project production costs38 Guohua Jintai Financial Data (H1 2025) | Indicator | Amount | | :--- | :--- | | Operating Revenue | 289 million CNY | | Net Profit | -139 million CNY | | Net Cash Flow from Operating Activities | 230 million CNY | | Of which: VAT Credit Refund | 112 million CNY | | Linyi Shangyan Town People's Government Infrastructure Construction Subsidy | 172 million CNY | III. Analysis of Core Competitiveness During the Reporting Period The company's core competitiveness stems from its market leadership, technological advantages in glass doors, and cost control in photovoltaic glass (I) Market Foundation Advantage The company maintains a leading position in glass doors for low-temperature storage equipment through strong client relationships and rapid customized production capabilities - The company leads the low-temperature storage equipment glass door segment, serving major clients like Haier Smart Home, Hisense Ronshen, and Hairong Cold Chain39 - The company ensures high order completion rates and timely service through dedicated stock warehouses, offices, and on-site business managers39 - The company offers rapid response customized order production and proactively provides glass door solutions and designs, creating significant industry entry barriers40 (II) Technological Advantage The company possesses integrated, automated manufacturing capabilities and a robust R&D system for developing energy-efficient, personalized, and intelligent glass door products - The company boasts integrated manufacturing capabilities, from glass deep processing to final door assembly, achieving automated and intelligent production41 - A complete core technology and R&D management system enables the company to rapidly develop energy-efficient, personalized, and intelligent new products through a 'research, mature, promote' strategy41 - Valuing personalized customer needs, the company provides customized products, enriching its glass door solution portfolio and serving as a market research platform42 (III) Photovoltaic Glass Cost Control Advantage Guohua Jintai benefits from cost advantages in raw materials, energy supply, and self-sufficient power generation for its photovoltaic glass project - Guohua Jintai's photovoltaic glass project benefits from advantages in raw materials, energy supply, and refined management43 - Located in a major quartz sand production area, the project can self-build beneficiation and purification processes to reduce raw material procurement costs43 - As a key project in Shandong Province, it secures competitive natural gas and other energy procurement prices43 - Self-built waste heat and rooftop photovoltaic power generation systems enable electricity self-sufficiency, further reducing manufacturing costs4344 IV. Key Operating Performance During the Reporting Period Main business revenue and costs increased due to photovoltaic glass sales, financial and R&D expenses rose, and the asset-liability structure shifted with increased receivables and deferred income (I) Main Business Analysis Operating revenue and costs significantly increased due to new photovoltaic glass sales, while financial expenses surged and operating cash flow grew substantially from tax refunds and subsidies Analysis of Changes in Financial Statement Items (January-June 2025 vs. Same Period Last Year) | Item | Current Period Amount (CNY) | Same Period Last Year Amount (CNY) | Change Ratio (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 796,136,463.67 | 536,820,322.27 | 48.31 | | Operating Cost | 651,022,386.83 | 400,100,839.83 | 62.71 | | Taxes and Surcharges | 13,732,313.99 | 4,534,439.16 | 202.84 | | Financial Expenses | 36,322,898.66 | 7,460,775.14 | 386.85 | | R&D Expenses | 29,709,511.28 | 19,282,958.97 | 54.07 | | Net Cash Flow from Operating Activities | 229,767,289.27 | 38,116,083.31 | 502.81 | | Net Cash Flow from Investing Activities | -94,783,470.22 | -905,200,043.32 | Not applicable | | Net Cash Flow from Financing Activities | -117,232,901.43 | 908,253,628.15 | -112.91 | - Changes in operating revenue and costs were primarily driven by new photovoltaic glass sales4647 - The substantial increase in financial expenses was primarily due to higher interest expenses47 - Net cash flow from operating activities surged, mainly attributable to VAT credit refunds and increased government subsidies47 (III) Analysis of Assets and Liabilities Accounts receivable and deferred income significantly increased, while accounts receivable financing and employee compensation decreased, with 810 million CNY in restricted assets at period-end Changes in Assets and Liabilities (End of Period vs. End of Last Year) | Item Name | Current Period End Amount (CNY) | Percentage of Total Assets at Period End (%) | Last Year End Amount (CNY) | Percentage of Total Assets at Last Year End (%) | Change Ratio from Last Year End (%) | Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Accounts Receivable | 497,892,804.63 | 11.05 | 318,340,644.57 | 7.16 | 56.40 | Primarily due to increased sales | | Accounts Receivable Financing | 70,742,350.04 | 1.57 | 100,914,697.13 | 2.27 | -29.90 | Primarily due to decreased bank acceptance bills | | Other Current Assets | 52,339,841.00 | 1.16 | 81,561,649.24 | 1.83 | -35.83 | Primarily due to decreased VAT input tax | | Employee Compensation Payable | 21,016,829.42 | 0.47 | 33,787,459.21 | 0.76 | -37.80 | Primarily due to decreased employee compensation | | Non-Current Liabilities Due Within One Year | 43,642,397.62 | 0.97 | 33,824,254.92 | 0.76 | 29.03 | Primarily due to increased bank borrowings due within 1 year | | Deferred Income | 213,380,343.01 | 4.74 | 30,051,499.19 | 0.68 | 610.05 | Primarily due to increased government subsidies | Major Asset Restrictions at Period End | Item | Period End Book Value (CNY) | Restriction Type | Restriction Details | | :--- | :--- | :--- | :--- | | Monetary Funds | 56,090,437.59 | Margin | Bank acceptance bill margin, ETC margin | | Monetary Funds | 1,100,349.39 | Frozen | Litigation freeze, etc | | Fixed Assets | 27,126,475.63 | Mortgage | Bank acceptance bill, short-term loan mortgage guarantee | | Intangible Assets | 718,747,620.33 | Mortgage | Bank acceptance bill, short-term and long-term loan mortgage guarantee | | Notes Receivable | 5,841,085.12 | Other | Commercial acceptance bills endorsed but not yet due, not derecognized | | Accounts Receivable | 1,388,148.93 | Other | Accounts receivable claims discounted or endorsed but not yet due, not derecognized | | Total | 810,294,116.99 | / | / | IV. Investment Analysis The company made a significant equity investment in Guohua Jintai, which incurred a net loss, and held private equity fund investments that generated fair value gains Significant Equity Investment Information | Investee Company Name | Investment Amount (CNY) | Shareholding Ratio | Impact on Current Period Profit/Loss (CNY) | | :--- | :--- | :--- | :--- | | Guohua Jintai | 160,000,000 | 80% | -111,297,494.01 | Financial Assets Measured at Fair Value | Asset Category | Beginning Balance (CNY) | Fair Value Change Gain/Loss for Current Period (CNY) | Ending Balance (CNY) | | :--- | :--- | :--- | :--- | | Private Equity Funds | 13,205,275.39 | 888,130.30 | 14,093,405.69 | - The company's private equity fund investments, including Yanfu Xinghan Flexible Hedging No. 1 Phase 1 and Xingkuo Guangsha No. 60 CSI 500 Index Enhanced, both generated fair value change gains this period60 VI. Analysis of Major Holding and Participating Companies Controlling subsidiary Guohua Jintai significantly impacted net profit, reporting a substantial loss despite generating revenue Financial Performance of Major Holding Subsidiaries (H1 2025) | Company Name | Company Type | Main Business | Registered Capital (CNY 10,000) | Total Assets (CNY) | Net Assets (CNY) | Operating Revenue (CNY) | Operating Profit (CNY) | Net Profit (CNY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Guohua Jintai (Shandong) New Material Technology Co., Ltd. | Subsidiary | New material technology R&D, optical glass manufacturing, sales, etc | 20,000 | 3,046,976,811.15 | -197,280,886.67 | 288,564,159.14 | -139,123,309.34 | -139,121,867.51 | V. Other Disclosures The company faces risks from demand fluctuations, customer concentration, raw material prices, Guohua Jintai's underperformance, weakened financing, and increased litigation, with countermeasures in place (I) Potential Risks The company faces risks from downstream demand, high customer concentration, raw material price volatility, Guohua Jintai's continuous losses, weakened financing, and increased litigation, with mitigation strategies outlined - Downstream industry demand fluctuation risk: Slowdown or decline in cold storage equipment demand, influenced by commercial development and resident income, could adversely impact glass door product sales6364 - High customer concentration risk: Poor performance or reduced demand from key customers could significantly impact the company's financial results65 - Raw material price fluctuation risk: Inability to timely adjust selling prices in response to rising costs of glass and door accessories could negatively impact operating performance66 - Guohua Jintai project risk: Operating below expectations and continuous losses of CNY 139 million this period, attributed to inverted photovoltaic glass prices, underperforming quartz sand purification, and substantial land amortization and fixed asset depreciation67 - Guohua Jintai financing risk: An asset-liability ratio of 106.47% and depleted operating funds create a risk of operational difficulties or even shutdown due to financial strain69 - Guohua Jintai litigation risk: Nine cases totaling CNY 30.3093 million during the period could disrupt normal production and operations if not properly resolved70 Section IV Corporate Governance, Environment, and Society This section covers changes in the company's directors and senior management, profit distribution plans, employee incentive programs, and environmental information disclosure I. Changes in Company Directors and Senior Management Senior management changes included the resignations of Vice General Manager Lv Wenying and Director/Financial Officer Ren Tie, with Chen Zhengjun appointed as the new Financial Officer Changes in Directors and Senior Management | Name | Position Held | Change Type | | :--- | :--- | :--- | | Lv Wenying | Vice General Manager | Resignation | | Ren Tie | Director, Financial Officer | Resignation | | Chen Zhengjun | Financial Officer | Appointment | - Lv Wenying resigned as Vice General Manager and from all subordinate company positions on April 19, 202573 - Ren Tie resigned as non-independent director, Remuneration and Assessment Committee member, financial officer, and from all subordinate company positions on June 13, 202573 - Chen Zhengjun was appointed as the company's financial officer on June 23, 202573 II. Profit Distribution or Capital Reserve Conversion Plan The company's semi-annual profit distribution or capital reserve conversion plan is "none," indicating no distribution or capital increase - The company's proposed semi-annual profit distribution or capital reserve conversion plan is 'none'74 III. Status and Impact of Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The second vesting period target for the first employee stock ownership plan was met, leading to the vesting of 40% of shares for 118 eligible participants - The second vesting period assessment target for the company's first employee stock ownership plan has been achieved77 - 40% of the total shares held by 118 eligible participants will vest, totaling 1,872,170 shares, representing 1.04% of the company's total share capital77 - On May 15, 2025, the company held a meeting to change some members of the management committee for the first employee stock ownership plan78 IV. Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information Controlling subsidiary Guohua Jintai is now on the environmental information disclosure list, with its report available on the Shandong system - Controlling subsidiary Guohua Jintai was included in the list of enterprises required to disclose environmental information starting from 202579 - Guohua Jintai's environmental information disclosure report is available on the Enterprise Environmental Information Disclosure System (Shandong)79 Section V Significant Matters This section details the fulfillment of commitments, related party transactions, significant litigation, and other important corporate events during the reporting period I. Fulfillment of Commitments The company, its actual controller, and controlling shareholder strictly fulfilled all commitments regarding fund legality, independence, related party transactions, share lock-up, and investor protection - Controlling shareholder Jinxitai committed that funds for this share acquisition are legal, compliant, and not sourced from external fundraising, nominee holdings, structured arrangements, or directly/indirectly from the listed company or its related parties8486 - Jinxitai, Jinshan Management Consulting Co., Ltd., and Jinshan committed to ensuring the listed company's independence in personnel, assets, finance, business, and organization, while minimizing related party transactions and avoiding horizontal competition878889909192 - Jinxitai committed to a 36-month lock-up period for shares acquired through this issuance, effective from the listing date (if shareholding exceeds 30%)93 - Yang Min and Yang Ayong irrevocably waived voting rights for their combined 66,030,594 shares and committed not to seek control of the listed company95 - The company, its actual controller, directors, supervisors, and senior management committed to repurchasing shares or compensating investors if the prospectus contains false records, misleading statements, or major omissions99101102 - The company's directors, senior management, controlling shareholder, and actual controller committed to diligently implementing measures to fill immediate returns103104105 II. Non-Operating Fund Occupation by Controlling Shareholder and Other Related Parties During the Reporting Period No non-operating occupation of funds by the controlling shareholder or other related parties occurred during the reporting period - During the reporting period, no non-operating funds were occupied by the controlling shareholder or other related parties106 III. Irregular Guarantees The company did not provide external guarantees in violation of prescribed decision-making procedures during the reporting period - During the reporting period, the company did not provide external guarantees in violation of prescribed decision-making procedures106 VII. Significant Litigation and Arbitration Matters The company had no significant litigation or arbitration matters during this reporting period - The company had no significant litigation or arbitration matters during this reporting period107 IX. Explanation of the Integrity Status of the Company, Its Controlling Shareholder, and Actual Controller During the Reporting Period The company, its controlling shareholder, and actual controller maintained good integrity with no records of dishonesty during the reporting period - During the reporting period, the company, its controlling shareholder, and actual controller maintained good integrity, with no records of dishonesty or unfulfilled court judgments or large outstanding debts107 X. Significant Related Party Transactions Significant related party transactions included estimated daily transactions, a capital increase in Guohua Jintai, joint loans to Qingdao Weisheng, and large loans from controlling shareholder's related companies to Guohua Jintai - The company's estimated daily related party transactions for 2025 totaled CNY 371.95 million, later increased by CNY 17.70 million (excluding tax)108 - The company increased capital in Guohua Jintai by CNY 560 million in cash, with Jindong Antai Trading Co., Ltd. proportionally increasing by CNY 140 million, raising Guohua Jintai's registered capital from CNY 200 million to CNY 900 million110 - The company and related party Chende Industrial jointly provided loans to subsidiary Qingdao Weisheng, with the company providing CNY 38 million and Chende Industrial providing CNY 19 million111 - Controlling shareholder's related companies (Shandong Jinxitai Mining, Lanling Jintai Mining, Jigang Group Shimen Iron Mine) provided Guohua Jintai with loans initially up to CNY 480 million, later increasing by up to CNY 1.5 billion112113 XI. Significant Contracts and Their Performance The company provided a joint liability guarantee of up to CNY 50 million for its controlling subsidiary Guohua Jintai's financing lease business, representing 5.07% of its net assets Total Company Guarantees (Including Guarantees for Subsidiaries) | Indicator | Amount (CNY) | | :--- | :--- | | Total Guarantees Provided to Subsidiaries During Reporting Period | 50,000,000.00 | | Total Guarantees Provided to Subsidiaries at Period End (B) | 50,000,000.00 | | Total Guarantees (A+B) | 50,000,000.00 | | Ratio of Total Guarantees to Company's Net Assets (%) | 5.07 | | Debt Guarantees Provided Directly or Indirectly for Guaranteed Parties with Asset-Liability Ratio Exceeding 70% (D) | 50,000,000.00 | | Total of the Above Three Guarantee Amounts (C+D+E) | 50,000,000.00 | - The company provided a joint liability guarantee for its controlling subsidiary Guohua Jintai's financing lease business, with a maximum guaranteed amount of CNY 50 million and a term not exceeding 36 months116117 XIII. Explanation of Other Significant Matters The company's 2023 non-public issuance of A-shares was approved by the CSRC in March 2025 and is currently being actively implemented - The company's 2023 non-public issuance of A-shares received CSRC approval in March 2025118 - The non-public offering price is CNY 10.73/share, with total proceeds not exceeding CNY 576.2389 million498 - The company's board and management are actively progressing the implementation of this matter118 Section VI Share Changes and Shareholder Information This section details changes in the company's share capital and provides an overview of its shareholder structure, including major shareholders and their holdings I. Share Capital Changes The company's total share capital and share structure remained unchanged during the reporting period - During the reporting period, the company's total share capital and share structure remained unchanged120 II. Shareholder Information As of the reporting period end, the company had 14,610 common shareholders, with Yang Min and Yang Ayong as top shareholders who waived voting rights for 66,030,594 shares - As of the reporting period end, the total number of common shareholders was 14,610121 Top Ten Shareholders' Holdings as of the End of the Reporting Period | Shareholder Name | Number of Shares Held at Period End (shares) | Percentage (%) | Number of Restricted Shares Held (shares) | Share Status | Quantity (shares) | Shareholder Nature | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Yang Min | 42,054,012 | 23.32 | 0 | Pledged | 23,510,000 | Domestic Natural Person | | Yang Ayong | 34,522,488 | 19.14 | 0 | Pledged | 8,047,000 | Domestic Natural Person | | Jinxitai Co., Ltd. | 25,525,500 | 14.15 | 0 | None | 0 | Domestic Non-State-Owned Legal Person | | Li Haijing | 4,296,232 | 2.38 | 0 | None | 0 | Domestic Natural Person | | Zhejiang Sanxing New Materials Co., Ltd. - First Employee Stock Ownership Plan | 3,927,627 | 2.18 | 0 | None | 0 | Other | | Liu Dong | 3,414,182 | 1.89 | 0 | None | 0 | Domestic Natural Person | | Wang Yan | 1,506,230 | 0.84 | 0 | None | 0 | Domestic Natural Person | | Lan Qingsong | 1,019,550 | 0.57 | 0 | None | 0 | Domestic Natural Person | | Jin Yan | 822,100 | 0.46 | 0 | None | 0 | Domestic Natural Person | | Lu Like | 758,831 | 0.42 | 0 | None | 0 | Domestic Natural Person | - Mr. Yang Min and Mr. Yang Ayong irrevocably waived voting rights for their combined 66,030,594 shares in the company124 - Mr. Yang Ayong and Mr. Yang Min are father and son; no other related party or concerted action relationships among other shareholders are known124 Section VII Bond-Related Information This section confirms that the company has no corporate bonds or convertible bonds - The company has no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments127 - The company has no convertible corporate bonds127 Section VIII Financial Report This section presents the company's unaudited financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in equity, along with detailed notes on accounting policies, taxes, and financial items I. Audit Report This semi-annual report is unaudited - This semi-annual report is unaudited6 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 Consolidated Balance Sheet As of June 30, 2025, consolidated total assets increased by 1.31%, total liabilities by 3.25%, while equity attributable to parent company owners decreased by 2.59% Key Consolidated Balance Sheet Data (Period End vs. Period Beginning) | Item | June 30, 2025 (CNY) | December 31, 2024 (CNY) | | :--- | :--- | :--- | | Total Assets | 4,506,044,949.95 | 4,447,890,535.75 | | Total Liabilities | 3,555,954,789.89 | 3,443,994,768.85 | | Total Equity Attributable to Parent Company Owners | 986,133,607.96 | 1,012,340,393.96 | | Minority Interests | -36,043,447.90 | -8,444,627.06 | | Total Owners' Equity | 950,090,160.06 | 1,003,895,766.90 | Parent Company Balance Sheet As of June 30, 2025, parent company total assets increased by 6.15%, liabilities by 2.88%, and owners' equity by 6.86% Key Parent Company Balance Sheet Data (Period End vs. Period Beginning) | Item | June 30, 2025 (CNY) | December 31, 2024 (CNY) | | :--- | :--- | :--- | | Total Assets | 1,549,886,057.79 | 1,460,031,536.19 | | Total Liabilities | 267,167,639.62 | 259,686,723.96 | | Total Owners' Equity | 1,282,718,418.17 | 1,200,344,812.23 | Consolidated Income Statement For H1 2025, consolidated operating revenue grew by 48.31%, but total profit decreased by 186.98%, and net profit attributable to parent company shareholders fell by 153.52% Key Consolidated Income Statement Data (January-June 2025 vs. January-June 2024) | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Total Operating Revenue | 796,136,463.67 | 536,820,322.27 | | Total Operating Costs | 776,816,382.00 | 479,857,380.16 | | Total Profit | -49,869,999.33 | 57,335,528.62 | | Net Profit | -57,830,774.10 | 48,978,410.13 | | Net Profit Attributable to Parent Company Shareholders | -30,231,953.26 | 56,488,974.62 | | Minority Interest Income/Loss | -27,598,820.84 | -7,510,564.49 | | Basic Earnings Per Share (CNY/share) | -0.17 | 0.31 | | Diluted Earnings Per Share (CNY/share) | -0.17 | 0.31 | Parent Company Income Statement For H1 2025, parent company operating revenue decreased by 4.11%, while net profit increased by 4.75% Key Parent Company Income Statement Data (January-June 2025 vs. January-June 2024) | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Operating Revenue | 488,005,471.41 | 508,917,909.31 | | Operating Profit | 86,228,061.78 | 83,058,925.71 | | Total Profit | 86,196,628.15 | 82,893,062.70 | | Net Profit | 78,348,438.68 | 74,793,287.77 | | Total Comprehensive Income | 78,348,438.68 | 74,793,287.77 | Consolidated Cash Flow Statement For H1 2025, operating cash flow surged by 502.81%, investing cash outflow decreased, and financing cash flow turned negative due to reduced borrowings and increased repayments Key Consolidated Cash Flow Statement Data (January-June 2025 vs. January-June 2024) | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 229,767,289.27 | 38,116,083.31 | | Net Cash Flow from Investing Activities | -94,783,470.22 | -905,200,043.32 | | Net Cash Flow from Financing Activities | -117,232,901.43 | 908,253,628.15 | | Net Increase in Cash and Cash Equivalents | 18,220,169.60 | 41,147,618.20 | | Cash and Cash Equivalents at Period End | 437,052,488.40 | 290,476,762.53 | - Total operating cash inflow was CNY 777 million, including CNY 131 million in tax refunds and CNY 213 million in other operating-related cash143 - Investing cash outflow was primarily CNY 155 million for fixed assets, intangible assets, and other long-term assets, a significant decrease year-on-year144 - Financing cash inflow primarily comprised CNY 20 million from borrowings and CNY 136 million from other financing-related cash144 Parent Company Cash Flow Statement For H1 2025, parent company operating cash flow decreased by 60.15%, investing cash flow turned positive, and financing cash flow saw a narrowed decrease Key Parent Company Cash Flow Statement Data (January-June 2025 vs. January-June 2024) | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 27,538,085.14 | 69,115,061.19 | | Net Cash Flow from Investing Activities | 260,293.15 | -8,189,177.78 | | Net Cash Flow from Financing Activities | -797,115.33 | -23,708,982.95 | | Net Increase in Cash and Cash Equivalents | 27,001,262.96 | 37,216,900.46 | | Cash and Cash Equivalents at Period End | 427,347,389.32 | 251,628,635.71 | Consolidated Statement of Changes in Owners' Equity For H1 2025, consolidated owners' equity decreased by CNY 53.8056 million, primarily due to net losses attributable to parent company owners and minority interests Consolidated Changes in Owners' Equity (January-June 2025) | Item | Beginning Balance (CNY) | Amount of Change for Current Period (CNY) | Ending Balance (CNY) | | :--- | :--- | :--- | :--- | | Paid-in Capital (or Share Capital) | 180,357,032.00 | 0 | 180,357,032.00 | | Capital Reserve | 399,450,169.00 | 4,025,167.26 | 403,475,336.26 | | Surplus Reserve | 87,150,231.79 | 0 | 87,150,231.79 | | Retained Earnings | 345,382,961.17 | -30,231,953.26 | 315,151,007.91 | | Total Equity Attributable to Parent Company Owners | 1,012,340,393.96 | -26,206,786.00 | 986,133,607.96 | | Minority Interests | -8,444,627.06 | -27,598,820.84 | -36,043,447.90 | | Total Owners' Equity | 1,003,895,766.90 | -53,805,606.84 | 950,090,160.06 | - Total comprehensive income for the current period was -CNY 57,830,774.10, with -CNY 30,231,953.26 attributable to parent company owners and -CNY 27,598,820.84 to minority shareholders150 - Share-based payments recognized in owners' equity totaled CNY 4,025,167.26150 Parent Company Statement of Changes in Owners' Equity For H1 2025, parent company owners' equity increased by CNY 82.3736 million, driven by comprehensive income and share-based payments Parent Company Changes in Owners' Equity (January-June 2025) | Item | Beginning Balance (CNY) | Amount of Change for Current Period (CNY) | Ending Balance (CNY) | | :--- | :--- | :--- | :--- | | Paid-in Capital (or Share Capital) | 180,357,032.00 | 0 | 180,357,032.00 | | Capital Reserve | 390,622,556.23 | 4,025,167.26 | 394,647,723.49 | | Surplus Reserve | 87,150,231.79 | 0 | 87,150,231.79 | | Retained Earnings | 542,214,992.21 | 78,348,438.68 | 620,563,430.89 | | Total Owners' Equity | 1,200,344,812.23 | 82,373,605.94 | 1,282,718,418.17 | - Total comprehensive income for the current period was CNY 78,348,438.68156 - Share-based payments recognized in owners' equity totaled CNY 4,025,167.26156 III. Company Basic Information The company, registered in Huzhou in 2012 and listed on the SSE in 2017, specializes in R&D, production, and sales of glass doors, plastic products, and photovoltaic glass - The company was registered on August 28, 2012, in Huzhou City, Zhejiang Province, with its headquarters located there160 - The company's shares were listed on the Shanghai Stock Exchange on March 6, 2017160 - The company's main business encompasses R&D, production, and sales of glass doors, plastic products, deep-processed glass, and photovoltaic glass160 IV. Basis of Financial Statement Preparation The financial statements are prepared on a going concern basis, with no significant doubts about the company's ability to continue operations for the next 12 months - The company's financial statements are prepared on a going concern basis161 - No matters or circumstances exist that would cast significant doubt on the company's ability to continue as a going concern for the 12 months following the reporting period end162 V. Significant Accounting Policies and Accounting Estimates This section details the company's accounting policies and estimates for financial instruments, inventories, fixed assets, and revenue recognition, adhering to enterprise accounting standards - The company has established specific accounting policies and estimates for financial instrument impairment, inventories, fixed asset depreciation, construction in progress, intangible assets, and revenue recognition, tailored to its operational characteristics163 - The company's accounting year is from January 1 to December 31, with RMB as its functional currency165167 - The company's operating cycle is short, using 12 months as the liquidity classification standard for assets and liabilities166 - In business combinations, the company measures at book value under common control and at fair value under non-common control169 - The company classifies, recognizes, measures, and derecognizes financial assets and liabilities, applying the expected credit loss model for impairment provisions173175180 - Revenue is recognized when customers obtain control of goods or services, measured by the transaction price allocated to each distinct performance obligation237238 VI. Taxation This section outlines the company's main tax types, rates, and various tax preferential policies, including those for high-tech enterprises and welfare enterprises Main Tax Types and Rates | Tax Type | Tax Base | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax (VAT) | Sales of Goods and Taxable Services Revenue | 13% (Goods Sales), 13% (Export Refund Rate) | | Property Tax | Original Value of Property or Rental Income | 1.20%, 12.00% | | Urban Maintenance and Construction Tax | Actual Amount of Turnover Tax Paid | 5%, 7% | | Education Surcharge | Actual Amount of Turnover Tax Paid | 3% | | Local Education Surcharge | Actual Amount of Turnover Tax Paid | 2% | | Corporate Income Tax | Taxable Income | 15% (Company), 25% (Qingdao Weisheng, Guohua Jintai), 20% (Sanxing Glass, Deqing Shengxing) | - The company benefits from high-tech enterprise corporate income tax incentives, prepaying at a 15% rate255 - As a social welfare enterprise, the company benefits from an immediate VAT refund policy for employing disabled individuals255 - The company benefits from a tax incentive allowing additional deduction for actual wages paid to disabled employees when calculating corporate income tax255 - The company benefits from a 5% additional VAT deduction policy for advanced manufacturing enterprises against payable VAT256 - Subsidiaries Sanxing Glass and Deqing Shengxing, as small and micro-profit enterprises, enjoy a preferential corporate income tax rate of 20% on 25% of their taxable income257 VII. Notes to Consolidated Financial Statement Items This section provides detailed notes for all major consolidated financial statement items, including assets, liabilities, equity, and income/expense accounts - Period-end monetary funds totaled CNY 494 million, including CNY 1.1 million in frozen funds and CNY 56.0684 million in bank acceptance bill deposits259 - Period-end financial assets held for trading totaled CNY 14.0934 million, primarily fund investments, with a current period fair value change gain of CNY 0.8881 million261 - Period-end accounts receivable totaled CNY 498 million, a 56.40% increase from the beginning of the period, primarily due to increased sales49 - Period-end inventory book value was CNY 223 million, with impairment provisions of CNY 84.5085 million, and CNY 65.8651 million accrued this period306308 - Period-end fixed assets book value was CNY 1.989 billion, with CNY 61.0721 million in depreciation and CNY 14.3547 million in impairment provisions accrued this period319 - Period-end construction in progress book value was CNY 214 million, primarily for the Guohua Jintai project330 - Period-end intangible assets book value was CNY 744 million, primarily for land use rights339 - Period-end deferred income totaled CNY 213 million, a 610.05% increase from the beginning of the period, primarily due to increased government subsidies49385 - Current period operating revenue was CNY 796 million and operating costs were CNY 651 million, primarily influenced by photovoltaic glass sales397 - Current period financial expenses were CNY 36.3229 million, a 386.85% year-on-year increase, mainly due to higher interest expenses46403 - Current period asset impairment losses totaled CNY 80.2198 million, primarily from inventory and fixed asset impairment409 VIII. R&D Expenses Total R&D expenses for the period were CNY 29.7095 million, a 54.07% year-on-year increase, entirely expensed, covering employee compensation, materials, and other costs R&D Expenses by Nature of Expense (January-June 2025 vs. January-June 2024) | Item | Amount Incurred in Current Period (CNY) | Amount Incurred in Prior Period (CNY) | | :--- | :--- | :--- | | Employee Compensation | 10,380,229.69 | 8,031,077.81 | | R&D Materials | 13,708,464.62 | 5,449,695.93 | | Equity Incentive Fees | 1,221,200.02 | 3,052,999.98 | | Utilities | 845,820.18 | 1,196,546.61 | | Depreciation and Amortization | 3,067,008.15 | 967,608.55 | | Other | 486,788.62 | 585,030.09 | | Total | 29,709,511.28 | 19,282,958.97 | | Of which: Expensed R&D Expenses | 29,709,511.28 | 19,282,958.97 | | Capitalized R&D Expenses | 0 | 0 | - All R&D expenses for the current period were expensed, with no capitalized R&D expenses441 IX. Changes in Consolidation Scope The company's consolidation scope remained unchanged during the reporting period, with no business combinations or disposals of subsidiaries - During the reporting period, the company's consolidation scope remained unchanged442443 X. Interests in Other Entities The company holds interests in several subsidiaries, with Guohua Jintai being a significant non-wholly owned subsidiary that incurred losses attributable to minority shareholders Composition of the Enterprise Group | Subsidiary Name | Principal Place of Business | Registered Capital | Nature of Business | Shareholding Ratio (%) | Acquisition Method | | :--- | :--- | :--- | :--- | :--- | :--- | | Sanxing Glass | Deqing, Zhejiang | 1,080 CNY 10,000 | Manufacturing | 100.00 | Business Combination Under Common Control | | Deqing Shengxing | Deqing, Zhejiang | 100 CNY 10,000 | Import and Export Trade | 100.00 | Establishment | | Qingdao Weisheng | Qingdao, Shandong | 7,398 CNY 10,000 | Manufacturing | 60.00 | Business Combination Under Common Control | | Guohua Jintai | Lanling, Shandong | 20,000 CNY 10,000 | Manufacturing | 80.00 | Business Combination Not Under Common Control | Financial Information of Significant Non-Wholly Owned Subsidiaries (H1 2025) | Subsidiary Name | Minority Shareholding Ratio (%) | Profit/Loss Attributable to Minority Shareholders for Current Period (CNY) | Dividends Declared to Minority Shareholders for Current Period (CNY) | Minority Interest Balance at Period End (CNY) | | :--- | :--- | :--- | :--- | :--- | | Guohua Jintai | 20.00 | -27,824,373.50 | 0 | -39,456,177.33 | Guohua Jintai Key Financial Information (Period End vs. Period Beginning) | Item | Ending Balance (CNY) | Beginning Balance (CNY) | | :--- | :--- | :--- | | Total Assets | 3,046,976,811.15 | 3,075,814,412.59 | | Total Liabilities | 3,244,257,697.82 | 3,133,973,431.75 | | Operating Revenue | 288,564,159.14 | 0 | | Net Profit | -139,121,867.51 | -32,915,057.43 | XI. Government Grants Total government grants received were CNY 184.5 million, with CNY 18.8486 million recognized in current profit and loss, and asset-related grants as deferred income Liability Items Involving Government Grants (Deferred Income) | Financial Statement Item | Beginning Balance (CNY) | New Grants Added in Current Period (CNY) | Transferred to Other Income in Current Period (CNY) | Ending Balance (CNY) | Asset/Income Related | | :--- | :--- | :--- | :--- | :--- | :--- | | Deferred Income | 30,051,499.19 | 184,500,000.00 | 1,171,156.18 | 213,380,343.01 | Asset Related | Government Grants Recognized in Current Profit and Loss | Type | Amount Incurred in Current Period (CNY) | Amount Incurred in Prior Period (CNY) | | :--- | :--- | :--- | | Income Related | 17,677,452.39 | 11,581,040.00 | | Asset Related | 1,171,156.18 | 380,940.00 | | Total | 18,848,608.57 | 11,961,980.00 | XII. Risks Related to Financial Instruments The company manages credit, liquidity, and market risks through various strategies, noting credit concentration risk with its top five accounts receivable customers - The company faces credit, liquidity, and market risks, including interest rate and foreign exchange risks451 - Credit risk is managed by assessing financial instrument credit risk, depositing funds with highly-rated financial institutions, and continuously monitoring accounts receivable balances452453 - As of June 30, 2025, 54.39% of accounts receivable originated from the top five customers, indicating credit concentration risk454 - Liquidity risk is managed through diverse financing methods, including bill settlement and bank borrowings, and an appropriate mix of long-term and short-term financing454 - Interest rate risk is managed by adjusting the proportion of fixed-rate and floating-rate financial instruments based on market conditions457 - As the company's main activities are RMB-denominated, foreign exchange fluctuation market risk is not significant458 XIII. Disclosure of Fair Value This section discloses the fair value of the company's assets and liabilities, primarily financial assets held for trading and accounts receivable financing, measured using Level 2 and Level 3 inputs Fair Value of Assets and Liabilities Measured at Fair Value at Period End | Item | Level 1 Fair Value Measurement (CNY) | Level 2 Fair Value Measurement (CNY) | Level 3 Fair Value Measurement (CNY) | Total (CNY) | | :--- | :--- | :--- | :--- | :--- | | Financial Assets Held for Trading | 0 | 14,093,405.69 | 0 | 14,093,405.69 | | Accounts Receivable Financing | 0 | 70,742,350.04 | 0 | 70,742,350.04 | | Total Assets Continuously Measured at Fair Value | 0 | 84,835,755.73 | 0 | 84,835,755.73 | - The fair value of the company's financial assets held for trading (funds) is recognized based on the latest net value as of June 30, 2025465 - The fair value of the company's accounts receivable financing (bank acceptance bills) is recognized at face value466 XIV. Related Parties and Related Party Transactions This section details the company's related parties and transactions, including significant fund borrowings by Guohua Jintai from controlling shareholder's related companies - The ultimate controlling party of the enterprise is Mr. Jin Yinshan152 - The company engages in related party transactions, including purchases, sales, and service acceptance, with entities like Shandong Jinxitai Mining Co., Ltd. and Guohua Jintai (Shandong) Gas Co., Ltd.472473 - Controlling subsidiary Guohua Jintai received substantial fund borrowings from Shandong Jinxitai Mining, Lanling Jintai Mining, and Jigang Group Shimen Iron Mine, resulting in a period-end long-term payables balance of CNY 1.34 billion477478479486 - Key management personnel compensation for the current period was CNY 3.0825 million481 XV. Share-Based Payments The first employee stock ownership plan's second vesting period target was met, leading to the vesting of 40% of shares for eligible employees, with current period equity-settled expenses of CNY 4.0252 million - The company's first employee stock ownership plan involved 119 employees acquiring 4,680,427 A-shares at CNY 7.53/share via non-trading transfer from the company's repurchased securities account487 - The stock ownership plan unlocks in three phases (40%, 40%, 20%), with vesting based on the growth rate of external sales for glass door units or deep-processed glass products487 - The second vesting period assessment target for the company's first employee stock ownership plan has been achieved, vesting 40% of total shares held by 118 eligible participants488489 Share-Based Payment Expenses for Current Period | Grantee Category | Equity-Settled Share-Based Payment Expenses (CNY) | | :--- | :--- | | Management Personnel | 2,025,667.24 | | R&D Personnel | 1,221,200.02 | | Sales Personnel | 528,899.98 | | Production Personnel | 249,400.02 | | Total | 4,025,167.26 | XVI. Commitments and Contingencies A significant contingent matter involved Guohua Jintai's bank account being frozen due to a lawsuit, which was settled post-balance sheet date - In October 2024, Guohua Jintai's bank account deposit of CNY 1,100,000.00 was frozen due to a landscaping contractor's lawsuit493 - The aforementioned lawsuit was settled through mediation on July 28, 2025493 XVII. Events After the Balance Sheet Date The company had no significant non-adjusting events, profit distribution, or sales returns after the balance sheet date - The company had no significant non-adjusting events, profit distribution, or sales returns after the balance sheet date494 XVIII. Other Significant Matters The company disclosed segment financial information, progress on its 2023 non-public A-share issuance, and significant share pledges by major natural person shareholders Financial Information by Reporting Segment (H1 2025) | Item | Glass Door Business (CNY) | Photovoltaic Glass Business (CNY) | Total (CNY) | | :--- | :--- | :--- | :--- | | Operating Revenue | 507,572,304.53 | 288,564,159.14 | 796,136,463.67 | | Operating Cost | 387,989,929.59 | 263,032,457.24 | 651,022,386.83 | | Total Assets | 1,459,068,138.80 | 3,046,976,811.15 | 4,506,044,949.95 | | Total Liabilities | 311,697,092.07 | 3,244,257,697.82 | 3,555,954,789.89 | - The company's 2023 non-public issuance of A-shares received CSRC approval in March 2025 and is currently being actively implemented498 - As of June 30, 2025, major natural person shareholders Yang Min and Yang Ayong cumulatively pledged 31,557,000 shares, representing 41.21% of their holdings and 17.50% of the company's total share capital500 XIX. Notes to Parent Company Financial Statement Items This section provides detailed notes for key parent company financial statement items, including accounts receivable, long-term equity investments, and operating revenue and net profit - Parent company's period-end accounts receivable book balance was CNY 398 million, with bad debt provisions of CNY 21.891 million, resulting in a book value of CNY 376 million501503 - Parent company's period-end other receivables book balance was CNY 11.9481 million, with bad debt provisions of CNY 7.4602 million, resulting in a book value of CNY 4.4879 million511514516 - Parent company's period-end long-term equity investments book value was CNY 183 million, primarily investments in subsidiaries522 - Parent company's current period operating revenue was CNY 488 million, with operating costs of CNY 375 million529 - Par
三星新材(603578) - 2025 Q2 - 季度财报