百川股份(002455) - 2025 Q2 - 季度财报

Part I Important Notice, Table of Contents, and Definitions Important Notice The company's board, supervisory board, and senior management guarantee the semi-annual report's truthfulness, accuracy, and completeness, affirming the financial report's integrity. - The company's board, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content, and declare the financial report is true, accurate, and complete[4] - Future development plans mentioned in the report are forward-looking statements and do not constitute a substantial commitment to investors[4] - Key risk factors include the overall industry economic situation, safety production, environmental protection, raw material price fluctuations, market competition, product technology iteration, and project implementation risks[4] - The company plans not to distribute cash dividends, send bonus shares, or convert capital reserves into share capital[5] Table of Contents This report's table of contents comprises nine main chapters, covering important notices, company profile, MD&A, corporate governance, significant matters, share changes, bond information, financial reports, and other submitted data. - The report is divided into nine main chapters, including company profile, management discussion and analysis, corporate governance, significant matters, share changes and shareholder information, bond-related information, and financial reports[7] Reference Documents Catalog Reference documents include financial statements signed and sealed by the company's responsible person and chief accountant, along with original announcements disclosed on the CSRC designated website during the reporting period. - Reference documents include financial statements signed and sealed by the company's responsible person, chief accountant, and head of accounting department[9] - Reference documents also include the originals of all company documents and announcements publicly disclosed on the CSRC designated website during the reporting period[10] Definitions This section provides definitions for common terms used in the report, including regulatory bodies, exchanges, laws, and the names of the company and its main subsidiaries, also specifying the reporting period. - Definitions cover regulatory bodies and exchanges such as the China Securities Regulatory Commission (CSRC) and Shenzhen Stock Exchange (SZSE)[11] - Abbreviations for laws and regulations like the "Company Law" and "Securities Law" are clarified[11] - Names of the company and its main subsidiaries, such as Jiangsu Baichuan High-Tech New Materials Co., Ltd., Nantong Baichuan, and Rugao Baichuan, are listed[11] - The reporting period refers to January 1, 2025, to June 30, 2025[11] Part II Company Profile and Key Financial Indicators Company Profile Jiangsu Baichuan High-Tech New Materials Co., Ltd. (Stock Abbreviation: Baichuan Shares, Stock Code: 002455) is listed on the Shenzhen Stock Exchange, with Zheng Tiejiang as its legal representative. - Company stock abbreviation: Baichuan Shares, stock code: 002455[13] - The company is listed on the Shenzhen Stock Exchange[13] - The company's legal representative is Zheng Tiejiang[13] Contact Persons and Information The company's Board Secretary is Chen Huimin, and the Securities Affairs Representative is Miao Bin; their contact address is No. 55 Jianshe Road, Yunting Street, Jiangyin City, Jiangsu Province, with the same phone and fax numbers, and email bcc@bcchem.com. - Board Secretary: Chen Huimin, Securities Affairs Representative: Miao Bin[14] - Contact address: No. 55 Jianshe Road, Yunting Street, Jiangyin City, Jiangsu Province[14] - Email: bcc@bcchem.com[14] Other Information During the reporting period, there were no changes in the company's contact information, information disclosure, or other relevant data, with specific details available in the 2024 annual report. - The company's registered address, office address, website, and email remained unchanged during the reporting period[15] - Information disclosure and placement locations remained unchanged during the reporting period[16] - Other relevant information showed no changes during the reporting period[17] Key Accounting Data and Financial Indicators During this reporting period, the company's operating revenue increased by 10.40% to 2.91 billion yuan, but net profit attributable to listed company shareholders decreased by 47.06% to 53.92 million yuan, with basic earnings per share also declining. Total assets increased by 11.12% to 12.96 billion yuan compared to the end of the previous year. Key Accounting Data and Financial Indicators (Year-on-Year Change) | Indicator | Current Reporting Period | Prior Year Period | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue (yuan) | 2,909,649,467.11 | 2,635,468,585.05 | 10.40% | | Net Profit Attributable to Listed Company Shareholders (yuan) | 53,924,952.19 | 101,853,341.58 | -47.06% | | Net Profit Attributable to Listed Company Shareholders After Deducting Non-Recurring Gains and Losses (yuan) | 47,890,127.20 | 77,911,487.96 | -38.53% | | Net Cash Flow from Operating Activities (yuan) | 359,816,093.99 | 302,732,210.76 | 18.86% | | Basic Earnings Per Share (yuan/share) | 0.09 | 0.17 | -47.06% | | Diluted Earnings Per Share (yuan/share) | 0.07 | 0.15 | -53.33% | | Weighted Average Return on Net Assets | 2.70% | 5.32% | -2.62% | | Total Assets (yuan) | 12,957,741,129.78 | 11,660,634,839.43 | 11.12% | | Net Assets Attributable to Listed Company Shareholders (yuan) | 2,001,075,083.24 | 1,981,076,832.04 | 1.01% | Differences in Accounting Data under Domestic and Overseas Accounting Standards During the reporting period, the company reported no differences in net profit and net assets between financial statements prepared under international or overseas accounting standards and those under Chinese accounting standards. - The company's reporting period showed no differences in net profit and net assets between financial reports disclosed under international accounting standards and those under Chinese accounting standards[19] - The company's reporting period showed no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and those under Chinese accounting standards[20] Non-Recurring Gains and Losses and Amounts The total non-recurring gains and losses for this reporting period amounted to 6.03 million yuan, primarily from the disposal of non-current assets, government grants, and other non-operating income and expenses, after deducting income tax and minority interest impacts. Non-Recurring Gains and Losses and Amounts | Item | Amount (yuan) | | :--- | :--- | | Gains or losses from disposal of non-current assets | 113,335.02 | | Government grants recognized in current profit or loss | 6,719,037.67 | | Other non-operating income and expenses apart from the above | 688,925.20 | | Less: Income tax impact | 892,319.06 | | Minority interest impact (after tax) | 594,153.84 | | Total | 6,034,824.99 | - The company has no other profit or loss items that meet the definition of non-recurring gains and losses, nor does it classify non-recurring gains and losses as recurring gains and losses[23] Part III Management Discussion and Analysis Main Businesses Engaged by the Company During the Reporting Period The company's operations span three major segments: fine chemicals, new materials, and new energy, with products ranging from coatings and inks to lithium batteries and energy storage systems. - The company's business primarily involves three major segments: fine chemicals, new materials, and new energy[25] - Fine chemical products include environmentally friendly organic solvents, aldehydes, alcohols, high-temperature resistant environmentally friendly plasticizers, mainly applied in coatings, inks, and other industries[25] - New material products include needle coke, anode materials, cathode materials, and recycling of spent lithium batteries, primarily applied in new energy and new material fields[25] - New energy products include square aluminum-shell lithium batteries, battery packs, and energy storage systems, positioned for "general energy storage" applications, covering large containerized energy storage, industrial and commercial energy storage, household energy storage, and communication backup power[25] Company's Main Products and Their Uses The company's main products fall into three categories: fine chemicals (acetate esters, trimellitic anhydride and esters, alcohol ethers, polyols, aldehydes, alcohols, insulating resins, acrylates), new materials (needle coke, anode materials), and new energy (lithium iron phosphate cells and modules), with detailed descriptions of their basic information and primary uses. - Fine chemical products include acetate esters such as butyl acetate, ethyl acetate, and propyl acetate; trimellitic anhydride and esters such as trimellitic anhydride and trioctyl trimellitate; alcohol ethers such as propylene glycol methyl ether and propylene glycol methyl ether acetate; polyols such as trimethylolpropane, ditrimethylolpropane, and neopentyl glycol; aldehydes such as n-butyraldehyde and isobutyraldehyde; alcohols such as butanol and octanol; insulating resins and polyol acrylates[26] - New material products primarily consist of needle coke and anode materials, used in the production of ultra-high power electrodes, lithium battery anodes, and special carbon materials[27] - New energy products are mainly lithium iron phosphate cells and modules, featuring high operating voltage, large energy density, long cycle life, and high safety performance, widely used in power and energy storage fields[27][28] Relationship Between the Company's Industry and Upstream/Downstream Industries The company's fine chemical products rely on basic chemicals upstream, influenced by commodity prices, and serve diverse downstream applications, affected by the overall economic climate. New material products use coal tar upstream and are applied in lithium battery anode materials and ultra-high power graphite electrodes downstream. New energy products' upstream involves lithium battery materials, while downstream applications include new energy power generation, grid-side, and user-side energy storage. - Upstream raw materials for fine chemical products include basic chemical products such as propylene, trimethylbenzene, n-butanol, and glacial acetic acid, with prices influenced by supply-demand dynamics and international oil prices[29] - Downstream application areas for fine chemical products are extensive, covering coatings, inks, resins, plasticizers, and more, affected by the overall national economic performance[29] - Upstream raw materials for new material products are primarily coal tar, with ample supply; downstream applications include lithium battery anode materials and ultra-high power graphite electrodes, further supplying new energy vehicle power batteries and energy storage batteries[30] - Upstream raw materials for new energy products include lithium iron phosphate cathode materials, anode materials, and electrolytes, with prices affected by commodity fluctuations; downstream applications include energy storage for new energy power generation, grid-side energy storage, and user-side energy storage[30] Company's Business Model The company employs a "production-to-order" model, selling products domestically and internationally through direct sales, optimizing procurement based on production plans and market conditions, and negotiating supply and settlement with major clients monthly. - Procurement model: Strictly adheres to production plans, reasonably forecasts raw material demand, optimizes procurement structure, and reduces procurement costs[31] - Production model: Arranges production plans based on market conditions and order targets from the sales department, and monitors product quality throughout the process[31] - Sales model: Sells products domestically and internationally through direct sales, negotiates supply and settlement monthly with major clients, quotes prices for other clients on a per-order basis, and locks in some raw materials to expedite delivery[31][32] Market Position In the fine chemicals sector, the company is a leading enterprise with scale advantages, setting multiple national and industry standards, and serving as a stable supplier to Fortune 500 chemical and coating companies. In new materials, the company collaborates with domestic leading graphite electrode and renowned lithium battery material manufacturers. In new energy, its subsidiary Haiji New Energy focuses on R&D of energy storage products, developing diverse system products, and deeply engaging with top industry clients. - Fine chemicals segment: The company is a leading enterprise with scale advantages in relevant sub-sectors, formulating and revising multiple national and industry standards, and serving as a stable supplier to Fortune 500 chemical and coating companies[34] - New materials segment: The company has established cooperation with several domestic leading graphite electrode enterprises and renowned lithium battery material manufacturers, expected to enhance market competitiveness through its industrial chain and technological advantages[34] - New energy segment: Subsidiary Haiji New Energy is dedicated to the R&D, design, production, and application of energy storage products, achieving diversification of cell products and energy storage systems, and deeply engaging with top industry clients[35] Core Competitiveness Analysis The company's core competitiveness is demonstrated through its scale, industrial chain, material cost, technology, product quality, management, marketing, and policy advantages, enabling it to maintain a leading position and market competitiveness across its fine chemicals, new materials, and new energy business segments. - The company possesses strong competitiveness in cost control, technological R&D, synergistic effects, and market adaptability, enabling it to handle concentrated and large orders[36] - The company actively develops the lithium battery material industrial chain, building an industrial closed loop from phosphoric acid iron/needle coke to lithium iron phosphate/graphite anode, lithium iron phosphate batteries, and battery resource utilization[37] - The abundant coal resources and complete coal chemical industry system in Ningdong Energy Chemical Base provide the company with stable and low-cost raw material and energy supply[38] - The company adheres to an independent innovation strategy, increasing R&D investment; subsidiaries Nantong Baichuan and Haiji New Energy are high-tech enterprises and participate in the formulation of multiple national and industry standards[39][40][41] - The company has obtained ISO 9001 and ISO 14001 certifications, and implements Level 2 safety production standardization management, ensuring product quality remains at a leading level in the industry[42] - The company boasts an experienced senior management team and a multi-level talent pipeline, implementing advanced methods like "6S management" to form a strong management advantage[43] - The company has established a professional sales team and a matrix marketing model, with products covering the entire country and exported to multiple countries globally, fostering close cooperation with international coating giants[44] - National policies such as the "14th Five-Year Plan," new energy storage development plans, and policies for recycling new energy vehicle power batteries bring development opportunities for the company's energy storage battery and lithium battery material industrial cluster projects[45][46][47][48] - The Western Development policy support allows the company's subsidiaries, Ningxia Baichuan New Materials and Ningxia Baichuan Technology, to enjoy a 15% corporate income tax preferential rate[49] Main Business Analysis During this reporting period, the company's operating revenue increased by 10.40%, primarily driven by a 106.72% surge in new materials business revenue; however, net profit attributable to listed company shareholders decreased by 47.06% due to higher income tax expenses from increased profits in some subsidiaries and reduced net cash flow from financing activities due to increased debt repayments. Key Financial Data Year-on-Year Change | Indicator | Current Reporting Period (yuan) | Prior Year Period (yuan) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 2,909,649,467.11 | 2,635,468,585.05 | 10.40% | No significant change | | Operating Cost | 2,674,229,698.89 | 2,355,508,269.48 | 13.53% | No significant change | | Selling Expenses | 19,098,908.67 | 15,250,045.50 | 25.24% | No significant change | | Administrative Expenses | 43,637,060.57 | 39,265,815.94 | 11.13% | No significant change | | Financial Expenses | 104,675,580.95 | 92,234,662.28 | 13.49% | No significant change | | Income Tax Expense | 24,030,350.29 | 16,609,182.85 | 44.68% | Primarily due to increased total profit in some subsidiaries | | R&D Investment | 61,745,215.97 | 65,446,740.32 | -5.66% | No significant change | | Net Cash Flow from Operating Activities | 359,816,093.99 | 302,732,210.76 | 18.86% | No significant change | | Net Cash Flow from Investing Activities | -362,656,833.17 | -652,276,525.08 | 44.40% | Primarily due to the gradual completion of Ningxia projects, leading to reduced cash outflow for fixed asset construction | | Net Cash Flow from Financing Activities | 135,976,409.04 | 327,130,014.13 | -58.43% | Primarily due to increased cash payments for debt repayment | | Net Increase in Cash and Cash Equivalents | 133,054,913.76 | -13,875,274.94 | 1,058.94% | Primarily due to increased net operating cash inflow and decreased investing cash outflow | Operating Revenue Composition (by Industry, Product, Region) | Category | Item | Current Reporting Period Amount (yuan) | Proportion of Operating Revenue | Prior Year Period Amount (yuan) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | By Industry | Chemical | 2,197,137,716.64 | 75.51% | 2,202,986,007.34 | 83.59% | -0.27% | | | New Materials | 542,541,047.21 | 18.65% | 262,448,745.19 | 9.96% | 106.72% | | | New Energy | 169,970,703.26 | 5.84% | 170,033,832.52 | 6.45% | -0.04% | | By Product | Chemical Products | 2,197,137,716.64 | 75.51% | 2,202,986,007.34 | 83.59% | -0.27% | | | New Material Products | 542,541,047.21 | 18.65% | 262,448,745.19 | 9.96% | 106.72% | | | New Energy Products | 169,970,703.26 | 5.84% | 170,033,832.52 | 6.45% | -0.04% | | By Region | Domestic Sales | 2,302,999,685.48 | 79.15% | 1,973,875,087.85 | 74.90% | 16.67% | | | Overseas Sales | 606,649,781.63 | 20.85% | 661,593,497.20 | 25.10% | -8.30% | Main Business Gross Profit Margin Analysis | Category | Item | Year-on-Year Change in Operating Revenue | Year-on-Year Change in Operating Cost | Year-on-Year Change in Gross Profit Margin | | :--- | :--- | :--- | :--- | :--- | | By Industry | Chemical | -0.27% | 0.41% | -0.56% | | | New Materials | 106.72% | 85.63% | 11.78% | | | New Energy | -0.04% | 23.80% | -30.54% | | By Product | Chemical Products | -0.27% | 0.41% | -0.56% | | | New Material Products | 106.72% | 85.63% | 11.78% | | | New Energy Products | -0.04% | 23.80% | -30.54% | | By Region | Domestic Sales | 16.67% | 24.05% | -5.83% | | | Overseas Sales | -8.30% | -22.22% | 12.28% | Non-Main Business Analysis During the reporting period, the company had no significant non-main business analysis items. Asset and Liability Status Analysis As of the end of the reporting period, the company's total assets increased by 11.12% to 12.96 billion yuan, with significant increases in fixed assets and monetary funds, while construction in progress substantially decreased. Both short-term and long-term borrowings grew, leading to an asset-liability ratio of 82.77%. Significant Changes in Asset Composition | Item | Amount at End of Current Reporting Period (yuan) | Proportion of Total Assets | Amount at End of Previous Year (yuan) | Proportion of Total Assets | Change in Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 1,705,601,162.33 | 13.16% | 774,490,779.36 | 6.64% | 6.52% | | Accounts Receivable | 386,420,972.43 | 2.98% | 492,480,189.93 | 4.22% | -1.24% | | Inventory | 1,384,991,429.13 | 10.69% | 1,044,288,509.24 | 8.96% | 1.73% | | Fixed Assets | 7,456,128,440.19 | 57.54% | 5,069,466,373.89 | 43.48% | 14.06% | | Construction in Progress | 957,231,760.35 | 7.39% | 3,267,142,391.33 | 28.02% | -20.63% | | Short-term Borrowings | 4,112,823,986.64 | 31.74% | 3,313,258,239.82 | 28.41% | 3.33% | | Long-term Borrowings | 1,301,551,581.86 | 10.04% | 1,067,192,133.39 | 9.15% | 0.89% | - As of the end of the reporting period, the company had no major overseas assets or assets and liabilities measured at fair value[57] Asset Rights Restricted as of the End of the Reporting Period | Item | Book Value at Period End (yuan) | Restriction Status | | :--- | :--- | :--- | | Monetary Funds | 6,126,196.35 | Letter of guarantee deposits | | Monetary Funds | 524,800,000.00 | Bank acceptance bill issuance deposits | | Monetary Funds | 2,521,803.66 | Letter of credit deposits | | Monetary Funds | 554,500,000.00 | Loan deposits | | Monetary Funds | 19,798,368.00 | Judicially frozen funds | | Fixed Assets | 192,203,032.75 | Houses mortgaged for bank loans | | Fixed Assets | 2,524,217,839.16 | Machinery and equipment mortgaged for bank loans and finance leases | | Construction in Progress | 473,027,819.43 | Machinery and equipment mortgaged for finance leases | | Intangible Assets | 60,582,733.95 | Land use rights pledged for bank loans | Investment Status Analysis During the reporting period, the company's total investment decreased by 17.28%. Significant non-equity investment primarily involved the lithium battery material recycling project, with a cumulative investment of 1.51 billion yuan and a progress of 98%. Raised funds were mainly allocated to the "30,000 tons anode material (80,000 tons graphitization) project," which has a cumulative usage of 854.42 million yuan, 88.82% complete, and commenced production in April 2025. Investment Amount During the Reporting Period | Indicator | Investment Amount During Reporting Period (yuan) | Investment Amount in Prior Year Period (yuan) | Change Rate | | :--- | :--- | :--- | :--- | | Total Investment | 294,450,115.16 | 355,967,316.89 | -17.28% | - During the reporting period, the company had no significant equity investments, financial asset investments, or derivative investments[60][63][64] Major Non-Equity Investments in Progress During the Reporting Period | Project Name | Investment Method | Cumulative Investment Amount as of End of Reporting Period (yuan) | Investment Progress as of End of Reporting Period | Is it Fixed Asset Investment | | :--- | :--- | :--- | :--- | :--- | | Lithium Battery Material Recycling Project | Self-built | 1,506,341,506.77 | 98.00% | Yes | Overall Use of Raised Funds | Fundraising Year | Fundraising Method | Total Raised Funds (10,000 yuan) | Total Raised Funds Used in Current Period (10,000 yuan) | Total Raised Funds Used Cumulatively (10,000 yuan) | Proportion of Raised Funds Used at End of Reporting Period | | :--- | :--- | :--- | :--- | :--- | :--- | | 2022 | Public Issuance of Convertible Corporate Bonds | 97,800 | 2,158.09 | 85,442.15 | 88.82% | - The raised fund investment project "30,000 tons anode material (80,000 tons graphitization) project" completed its final acceptance in April 2025 and officially commenced production[69] - The company has not changed any raised fund projects[71] Significant Asset and Equity Sales During the reporting period, the company did not engage in any significant asset or equity sales. - The company did not sell significant assets during the reporting period[72] - The company did not sell significant equity during the reporting period[73] Analysis of Major Holding and Participating Companies The company's major holding subsidiaries include Nantong Baichuan New Materials Co., Ltd., Ningxia Baichuan Technology Co., Ltd., Ningxia Baichuan New Materials Co., Ltd., and Jiangsu Haiji New Energy Co., Ltd. Nantong Baichuan demonstrated strong profitability, while Ningxia Baichuan Technology, Ningxia Baichuan New Materials, and Jiangsu Haiji New Energy all incurred losses during the reporting period. Major Subsidiaries and Participating Companies with Over 10% Impact on Company's Net Profit | Company Name | Company Type | Main Business | Registered Capital (10,000 yuan) | Total Assets (10,000 yuan) | Net Assets (10,000 yuan) | Operating Revenue (10,000 yuan) | Operating Profit (10,000 yuan) | Net Profit (10,000 yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Nantong Baichuan New Materials Co., Ltd. | Subsidiary | Production and sales of chemical products | 120,000 | 519,949.72 | 191,874.35 | 122,417.00 | 26,899.69 | 23,310.53 | | Ningxia Baichuan Technology Co., Ltd. | Subsidiary | Production and sales of chemical products | 70,000 | 362,226.12 | 84,498.70 | 91,649.90 | -4,575.56 | -4,295.94 | | Ningxia Baichuan New Materials Co., Ltd. | Subsidiary | Production and sales of lithium battery materials | 170,000 | 599,399.42 | 127,430.08 | 66,368.81 | -7,647.85 | -6,655.79 | | Jiangsu Haiji New Energy Co., Ltd. | Subsidiary | R&D, production, sales, and service of lithium-ion batteries, battery packs, and systems | 121,905 | 170,169.68 | 45,924.20 | 17,499.32 | -14,300.80 | -14,660.61 | - The company did not acquire or dispose of any subsidiaries during the reporting period[74] Structured Entities Controlled by the Company During the reporting period, the company did not control any structured entities. - The company had no structured entities under its control during the reporting period[75] Risks Faced by the Company and Countermeasures The company faces multiple risks, including the overall industry economic situation, safety production, environmental protection, raw material price fluctuations, market competition, product technology iteration, and project implementation. The company actively addresses these risks by improving internal governance, strengthening safety and environmental management, optimizing procurement strategies, increasing market development, and boosting R&D investment to mitigate their impact on operating performance. - Risks related to the overall industry economic situation are addressed by improving internal governance, enhancing management efficiency, extending the industrial chain, and building an industrial closed loop[75] - Safety production risks are managed by strengthening safety production management, focusing on employee training, and implementing safety production measures[75] - Environmental protection risks involve consciously complying with environmental regulations, increasing pollution control efforts, boosting environmental investment, and ensuring the normal operation of environmental facilities[76] - Risks from raw material price fluctuations are mitigated by strengthening procurement cost control and enhancing cooperation with suppliers, though adverse effects cannot be entirely ruled out[76][77] - Market competition risks are addressed by increasing market development efforts, expanding production capacity, improving product quality, perfecting the after-sales service system, and increasing R&D for new products[78] - Product technology iteration risks are managed by closely tracking and researching new battery development, and continuously conducting R&D for energy storage application scenarios[79] - Project implementation risks are mitigated by conducting thorough market research and feasibility studies during project selection, and prudently planning business layouts and market expansion[79][80] Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan During the reporting period, the company did not formulate a market value management system nor disclose a valuation enhancement plan. - The company has not formulated a market value management system[81] - The company has not disclosed a valuation enhancement plan[81] Implementation of "Quality and Return Dual Improvement" Action Plan During the reporting period, the company did not disclose an announcement regarding its "Quality and Return Dual Improvement" action plan. - The company did not disclose an announcement regarding the "Quality and Return Dual Improvement" action plan[81] Part IV Corporate Governance, Environment, and Society Changes in Directors, Supervisors, and Senior Management During the reporting period, there were no changes in the company's directors, supervisors, or senior management, with specific details available in the 2024 annual report. - The company's directors, supervisors, and senior management experienced no changes during the reporting period[82] Profit Distribution and Capital Reserve Conversion to Share Capital During the Reporting Period The company plans not to distribute cash dividends, send bonus shares, or convert capital reserves into share capital for the half-year. - The company plans not to distribute cash dividends, send bonus shares, or convert capital reserves into share capital for the half-year[83] Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures During the reporting period, the company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures in place or implemented. - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period[84] Environmental Information Disclosure The company and its four major subsidiaries (Nantong Baichuan New Materials, Jiangsu Haiji New Energy, Ningxia Baichuan Technology, Ningxia Baichuan New Materials) are all included in the list of enterprises required to disclose environmental information, with relevant reports accessible through the enterprise environmental information disclosure system. - The company and its four major subsidiaries (Nantong Baichuan New Materials Co., Ltd., Jiangsu Haiji New Energy Co., Ltd., Ningxia Baichuan Technology Co., Ltd., Ningxia Baichuan New Materials Co., Ltd.) are all included in the list of enterprises required to disclose environmental information[85] - Environmental information disclosure reports for each subsidiary can be accessed through the enterprise environmental information disclosure system (Jiangsu/Ningxia)[85] Social Responsibility The company adheres to its "unity, struggle, innovation" philosophy, striving to build an environmentally friendly enterprise and actively safeguarding the interests of stakeholders including shareholders, employees, customers, and suppliers. The company prioritizes product quality management, employee occupational health and development, environmental protection, and actively participates in national and industry standard setting, maintaining good communication with government departments. - The company adheres to its corporate philosophy of "unity, struggle, innovation," committed to building an environmentally friendly enterprise and actively collaborating with all stakeholders to promote the company's sustained and healthy development[86] - The company continuously improves product quality to meet customer demands by strengthening product quality management and strictly adhering to production process flows[86] - The company upholds a people-oriented approach, respecting and protecting employee rights, focusing on employee health, safety, and satisfaction, and prioritizing talent development[86] - The company diligently implements national and local environmental protection laws and regulations, regularly conducts environmental hazard investigations and rectifications, increases environmental investment, and ensures the normal operation of environmental facilities[87] - The company actively studies and implements economic and industry development policies and laws, maintains good communication with government departments, and participates in the formulation and revision of multiple national and industry standards for products and testing methods[87] Part V Significant Matters Commitments Fulfilled and Overdue Unfulfilled by Controlling Shareholder, Shareholders, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period During the reporting period, the company had no commitments that were fulfilled or overdue and unfulfilled by its controlling shareholder, shareholders, related parties, acquirers, or the company itself. - The company's reporting period showed no commitments that were fulfilled or overdue and unfulfilled by the company's controlling shareholder, shareholders, related parties, acquirers, or the company itself[89] Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties During the reporting period, there were no non-operating funds occupied by the controlling shareholder or other related parties of the listed company. - The company's reporting period showed no non-operating funds occupied by the controlling shareholder or other related parties of the listed company[90] Irregular External Guarantees During the reporting period, the company had no irregular external guarantees. - The company's reporting period showed no irregular external guarantees[91] Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was not audited. - The company's semi-annual report was unaudited[92] Board of Directors' and Supervisory Board's Explanation on "Non-Standard Audit Report" for the Current Period During the reporting period, the company did not receive a "non-standard audit report" from its accounting firm. Board of Directors' Explanation on "Non-Standard Audit Report" for the Previous Year During the reporting period, the company did not receive a "non-standard audit report" from its accounting firm. Bankruptcy and Reorganization Matters During the reporting period, the company did not experience any bankruptcy or reorganization matters. - The company did not experience any bankruptcy or reorganization matters during the reporting period[93] Litigation Matters During this reporting period, the company had no significant litigation, arbitration, or other litigation matters. - The company had no significant litigation or arbitration matters during this reporting period[94] Penalties and Rectification During the reporting period, the company had no penalties or rectification situations. - The company had no penalties or rectification situations during the reporting period[95] Integrity Status of the Company, its Controlling Shareholder, and Actual Controller During the reporting period, there were no integrity issues concerning the company, its controlling shareholder, or actual controller. - The company's reporting period showed no integrity issues concerning the company, its controlling shareholder, or actual controller[96] Significant Related Party Transactions During the reporting period, the company did not engage in related party transactions related to daily operations, asset or equity acquisition/disposal, joint external investments, related party debts, or dealings with affiliated financial companies. - The company had no related party transactions related to daily operations during the reporting period[96] - The company had no related party transactions involving asset or equity acquisition or disposal during the reporting period[97] - The company had no related party transactions involving joint external investments during the reporting period[98] - The company had no related party debt transactions during the reporting period[99] - The company had no deposits, loans, credit, or other financial business with financial companies that have related party relationships[100] - The company's controlled financial company had no deposits, loans, credit, or other financial business with related parties[101] - The company had no other significant related party transactions during the reporting period[102] Significant Contracts and Their Performance During the reporting period, the company had no entrustment, contracting, leasing, or wealth management matters. The company and its subsidiaries have extensive external guarantees, primarily joint liability guarantees for subsidiaries, with the total guaranteed amount representing 278.08% of the company's net assets. - The company had no entrustment, contracting, or leasing matters during the reporting period[103][104][105] - The company had no wealth management activities during the reporting period[119] - The company had no other significant contracts during the reporting period[120] External Guarantees by the Company and its Subsidiaries | Guaranteed Party Name | Guaranteed Amount (10,000 yuan) | Actual Guaranteed Amount (10,000 yuan) | Guarantee Type | Fulfilled? | | :--- | :--- | :--- | :--- | :--- | | Nantong Baichuan | 524,624.87 | 245,110.97 | Joint liability guarantee | No | | Haiji New Energy | 67,681.69 | 54,624.87 | Joint liability guarantee | No | | Ningxia Baichuan New Materials | 329,830.40 | 199,000.00 | Joint liability guarantee | No | | Ningxia Baichuan Technology | 329,830.40 | 200,000.00 | Joint liability guarantee | No | | Ningxia Boyuan | 1,000.00 | 1,000.00 | Joint liability guarantee | No | | Rugao Baichuan | 73,000.00 | 73,000.00 | Joint liability guarantee | No | | Jiangsu Yiboli | 10,000.00 | 10,000.00 | Joint liability guarantee | No | | Total Actual Guaranteed Balance at End of Reporting Period | 709,800.00 | 556,452.90 | | | - The actual total guaranteed amount represents 278.08% of the company's net assets[117] Explanation of Other Significant Matters The company's raised fund project, "30,000 tons graphite anode material (80,000 tons graphitization) project," completed its final acceptance and commenced production in April 2025. Additionally, the conversion price of "Baichuan Convertible Bond 2" was adjusted from 8.18 yuan/share to 7.53 yuan/share due to profit distribution and the triggering of a downward revision clause. - The company's raised fund project "30,000 tons graphite anode material (80,000 tons graphitization) project" has completed its final acceptance and officially commenced production[121] - Due to the company's implementation of the 2024 annual profit distribution plan, the conversion price of "Baichuan Convertible Bond 2" was adjusted from 8.18 yuan/share to 8.12 yuan/share, effective April 30, 2025[122] - Due to the triggering of the downward revision clause for "Baichuan Convertible Bond 2" conversion price, the conversion price was revised downwards from 8.12 yuan/share to 7.53 yuan/share, effective May 15, 2025[123] Significant Matters of Company Subsidiaries Significant matters concerning the company's subsidiaries are detailed in "XIII. Explanation of Other Significant Matters" within this section. - Significant matters concerning the company's subsidiaries are detailed in "XIII. Explanation of Other Significant Matters" of this section[124] Part VI Share Changes and Shareholder Information Share Change Status During the reporting period, the company's total share capital increased by 1,775 shares due to the conversion of "Baichuan Convertible Bond 2." Restricted shares decreased by 11,628,750 shares, while unrestricted shares increased by 11,630,525 shares, with executive restricted shares also changing due to recalculation. Share Change Status | Item | Number of Shares Before This Change (shares) | Increase/Decrease in This Change (±) Subtotal (shares) | Number of Shares After This Change (shares) | | :--- | :--- | :--- | :--- | | I. Restricted Shares | 86,649,977 | -11,628,750 | 75,021,227 | | II. Unrestricted Shares | 507,604,335 | 11,630,525 | 519,234,860 | | III. Total Shares | 594,254,312 | 1,775 | 594,256,087 | - Share changes were primarily due to the conversion of "Baichuan Convertible Bond 2" leading to an increase in total share capital, and the recalculation of executive restricted shares by China Securities Depository and Clearing Corporation Limited at the beginning of the reporting period[128] - Share changes will dilute basic earnings per share, diluted earnings per share, and net assets per share attributable to ordinary shareholders for the most recent year and period[128] Restricted Share Change Status | Shareholder Name | Restricted Shares at Period Start (shares) | Shares Released from Restriction in Current Period (shares) | Shares Added to Restriction in Current Period (shares) | Restricted Shares at Period End (shares) | Reason for Restriction | | :--- | :--- | :--- | :--- | :--- | :--- | | Zheng Tiejiang | 74,872,500 | 11,625,000 | 0 | 63,247,500 | Executive restricted shares | | Ma Yangsheng | 3,750 | 3,750 | 0 | 0 | Executive restricted shares | | Total | 74,876,250 | 11,628,750 | 0 | 63,247,500 | | Securities Issuance and Listing During the reporting period, the company had no securities issuance or listing activities. - The company had no securities issuance or listing activities during the reporting period[130] Number of Shareholders and Shareholding Status As of the end of the reporting period, the company had a total of 80,643 ordinary shareholders. Among the top ten shareholders, Zheng Tiejiang held the largest proportion at 14.19%, with Hui Ning, Zheng Jiang, and Wang Yajuan also listed. Zheng Tiejiang and Wang Yajuan are spouses, and Zheng Tiejiang and Zheng Jiang are brothers. - The total number of ordinary shareholders at the end of the reporting period was 80,643[131] Shareholding Status of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Proportion | Number of Shares Held at End of Reporting Period (shares) | Number of Restricted Shares Held (shares) | Number of Unrestricted Shares Held (shares) | Pledged, Marked, or Frozen Status (number) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zheng Tiejiang | Domestic Natural Person | 14.19% | 84,330,000.00 | 63,247,500.00 | 21,082,500.00 | 36,397,500.00 (Pledged) | | Hui Ning | Domestic Natural Person | 3.61% | 21,439,924.00 | 0.00 | 21,439,924.00 | 0.00 (Not applicable) | | Zheng Jiang | Domestic Natural Person | 2.61% | 15,498,303.00 | 11,623,727.00 | 3,874,576.00 | 0.00 (Not applicable) | | Wang Yajuan | Domestic Natural Person | 1.35% | 8,000,000.00 | 0.00 | 8,000,000.00 | 0.00 (Not applicable) | | Hong Kong Securities Clearing Company Limited | Overseas Legal Person | 0.48% | 2,844,120.00 | 0.00 | 2,844,120.00 | 0.00 (Not applicable) | | Sun Bin | Domestic Natural Person | 0.42% | 2,510,100.00 | 0.00 | 2,510,100.00 | 0.00 (Not applicable) | | Li Changhui | Domestic Natural Person | 0.37% | 2,169,500.00 | 0.00 | 2,169,500.00 | 0.00 (Not applicable) | | Lin Jiexuan | Domestic Natural Person | 0.34% | 2,000,000.00 | 0.00 | 2,000,000.00 | 0.00 (Not applicable) | | Zhang Donghui | Domestic Natural Person | 0.30% | 1,772,500.00 | 0.00 | 1,772,500.00 | 0.00 (Not applicable) | | Shao Zhiming | Domestic Natural Person | 0.28% | 1,646,200.00 | 0.00 | 1,646,200.00 | 0.00 (Not applicable) | - Mr. Zheng Tiejiang and Ms. Wang Yajuan are spouses, and Mr. Zheng Tiejiang and Mr. Zheng Jiang are brothers[132] - Company shareholder Li Changhui holds 494,500 shares through an ordinary securities account and 1,675,000 shares through a credit securities account, totaling 2,169,500 shares[133] Changes in Shareholdings of Directors, Supervisors, and Senior Management During the reporting period, there were no changes in the shareholdings of the company's directors, supervisors, and senior management, with specific details available in the 2024 annual report. - The company's directors, supervisors, and senior management experienced no changes in their shareholdings during the reporting period[134] Changes in Controlling Shareholder or Actual Controller During the reporting period, there were no changes in the company's controlling shareholder or actual controller. - The company's controlling shareholder did not change during the reporting period[135] - The company's actual controller did not change during the reporting period[135] Preferred Share Information During the reporting period, the company had no preferred shares. - The company had no preferred shares during the reporting period[136] Part VII Bond Information Corporate Bonds During the reporting period, the company had no corporate bonds. - The company had no corporate bonds during the reporting period[138] Company Bonds During the reporting period, the company had no company bonds. - The company had no company bonds during the reporting period[139] Non-Financial Enterprise Debt Financing Instruments During the reporting period, the company had no non-financial enterprise debt financing instruments. - The company had no non-financial enterprise debt financing instruments during the reporting period[140] Convertible Corporate Bonds On October 19, 2022, the company publicly issued "Baichuan Convertible Bond 2" with a total face value of 978 million yuan. As of the end of the reporting period, there were 11,865 bondholders, with a cumulative conversion amount of 10.91 million yuan, and the conversion price has been adjusted multiple times, most recently to 7.53 yuan/share. The company's main credit rating is A+, with a stable outlook. - On October 19, 2022, the company publicly issued "Baichuan Convertible Bond 2" with a total face value of 978 million yuan, with a term of 6 years[141] - As of the end of the reporting period, "Baichuan Convertible Bond 2" had 11,865 holders, and the convertible corporate bonds issued did not provide collateral[142] Convertible Bond Changes During the Reporting Period | Convertible Corporate Bond Name | Amount Before This Change (yuan) | Increase/Decrease in This Change (Conversion) (yuan) | Amount After This Change (yuan) | | :--- | :--- | :--- | :--- | | Baichuan Convertible Bond 2 | 966,778,800.00 | 14,300.00 | 966,764,500.00 | Cumulative Conversion Status | Convertible Corporate Bond Name | Cumulative Conversion Amount (yuan) | Cumulative Conversion Quantity (shares) | Unconverted Amount (yuan) | Proportion of Unconverted Amount to Total Issuance Amount | | :--- | :--- | :--- | :--- | :--- | | Baichuan Convertible Bond 2 | 11,235,500.00 | 1,090,918 | 966,764,500.00 | 98.85% | History of Conversion Price Adjustments and Revisions | Convertible Corporate Bond Name | Conversion Price Adjustment Date | Adjusted Conversion Price (yuan) | Disclosure Time | Explanation of Conversion Price Adjustment | Latest Conversion Price as of End of Reporting Period (yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | | Baichuan Convertible Bond 2 | May 15, 2023 | 10.31 | May 09, 2023 | Due to the implementation of the 2022 annual equity distribution plan, the conversion price was adjusted from 10.36 yuan/share to 10.31 yuan/share | 7.53 | | | August 06, 2024 | 8.18 | August 06, 2024 | Due to the triggering of the downward revision clause for the conversion price, the conversion price was revised downwards from 10.31 yuan/share to 8.18 yuan/share | | | | April 30, 2025 | 8.12 | April 22, 2025 | Due to the implementation of the 2024 annual profit distribution plan, the conversion price was adjusted from 8.18 yuan/share to 8.12 yuan/share | | | | May 15, 2025 | 7.53 | May 15, 2025 | Due to the triggering of the downward revision clause for the conversion price, the conversion price was revised downwards from 8.12 yuan/share to 7.53 yuan/share | | - The company's main credit rating result is A+, with a stable outlook; the credit rating result for "Baichuan Convertible Bond 2" is A+, and this rating result has not been adjusted[150] - The funds for repaying the principal and interest of "Baichuan Convertible Bond 2" primarily come from operating cash flow and bank financing channels[150] Consolidated Loss Exceeding 10% of Net Assets at End of Previous Year During the reporting period, the company's consolidated loss did not exceed 10% of the net assets at the end of the previous year. - The company's consolidated loss during the reporting period did not exceed 10% of the net assets at the end of the previous year[151] Key Accounting Data and Financial Indicators for the Past Two Years as of the End of the Reporting Period As of the end of the reporting period, the company's current ratio and quick ratio both improved, but the asset-liability ratio increased to 82.77%. Net profit after deducting non-recurring gains and losses decreased by 38.53%, and both the interest coverage ratio and cash interest coverage ratio declined. Key Accounting Data and Financial Indicators for the Past Two Years as of the End of the Reporting Period | Item | End of Current Reporting Period | End of Previous Year | Change from End of Previous Year | | :--- | :--- | :--- | :--- | | Current Ratio | 0.48 | 0.37 | 29.73% | | Asset-Liability Ratio | 82.77% | 80.22% | 2.55% | | Quick Ratio | 0.30 | 0.21 | 42.86% | | Item | Current Reporting Period | Prior Year Period | Change from Prior Year Period | | Net Profit After Deducting Non-Recurring Gains and Losses (10,000 yuan) | 4,789.01 | 7,791.15 | -38.53% | | EBITDA to Total Debt Ratio | 5.25% | 5.41% | -0.16% | | Interest Coverage Ratio | 0.61 | 0.84 | -27.38% | | Cash Interest Coverage Ratio | 2.67 | 1.98 | 34.85% | | EBITDA Interest Coverage Ratio | 2.88 | 2.79 | 3.23% | | Loan Repayment Rate | 100.00% | 100.00% | 0.00% | | Interest Payment Rate | 100.00% | 100.00% | 0.00% | Part VIII Financial Report Audit Report The company's semi-annual financial report was not audited. - The company's semi-annual financial report was unaudited[154] Financial Statements This section presents the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owner's equity for the first half of 2025, detailing the financial position at the end of the reporting period and the operating results, cash flows, and changes in owner's equity during the period. - Financial statements include the consolidated balance sheet, parent company balance sheet, consolidated income statement, parent company income statement, consolidated cash flow statement, parent company cash flow statement, consolidated statement of changes in owner's equity, and parent company statement of changes in owner's equity[155][159][163][167][170][172][175][182] Company Basic Information Jiangsu Baichuan High-Tech New Materials Co., Ltd. was established on July 1, 2002, with its registered and headquarters address at No. 55 Jianshe Road, Yunting Street, Jiangyin City, Jiangsu Province. The company's business scope covers fine chemicals, new materials, and new energy. As of June 30, 2025, the company's total share capital was 594.256087 million shares, and 12 subsidiaries were included in the scope of consolidation for this period. - The company, formerly Jiangyin Baichuan Chemical Industry Co., Ltd., was established on July 1, 2002, and was wholly converted into a joint-stock company in December 2006[189] - The company's registered and headquarters address is: No. 55 Jianshe Road, Yunting Street, Jiangyin City, Jiangsu Province[190] - The company's business scope primarily involves new material technology R&D, bio-based material technology R&D, chemical product sales, engineering and technical research and experimental development[191] - As of June 30, 2025, the company's total issued share capital was 594.256087 million shares[190] - A total of 12 subsidiaries were included in the scope of consolidation for this period, with no changes compared to the previous period[192] Basis of Financial Statement Preparation The company's financial statements are prepared in accordance with the Accounting Standards for Business Enterprises issued by the Ministry of Finance and relevant regulations of the China Securities Regulatory Commission, based on a going concern assumption, and an evaluation of the company's ability to continue as a going concern for 12 months from the end of the reporting period revealed no significant doubts. - The company's financial statements are prepared in accordance with the "Accounting Standards for Business Enterprises" issued by the Ministry of Finance and "Information Disclosure Rules for Companies Issuing Securities to the Public No. 15 – General Provisions for Financial Reports" (Revised in 2023) issued by the China Securities Regulatory Commission[194] - These financial statements are prepared on a going concern basis, and the company has evaluated its ability to continue as a going concern for 12 months from the end of the reporting period, finding no significant doubts or circumstances regarding its going concern ability[195] Significant Accounting Policies and Accounting Estimates This section details the company's specific accounting policies and estimates for revenue recognition, inventory valuation, fixed asset depreciation, intangible asset amortization, financial instrument impairment, business combinations, consolidated financial statement preparation, employee benefits, and provisions, emphasizing that important accounting estimates and key assumptions may significantly impact the financial statements. - The company determines specific accounting policies and accounting estimates based on its operating characteristics, primarily reflected in revenue recognition, inventory valuation methods, and accounting treatment for fixed asset depreciation and intangible asset amortization[196] - Important accounting estimates and key assumptions include impairment of accounts receivable and other receivables, inventory impairment estimates, long-term asset impairment estimates, estimated useful lives and estimated net residual values of fixed assets, and income tax[196][197] - The company's statement of compliance with Accounting Standards for Business Enterprises confirms that the financial statements truly and completely reflect the company's financial position, operating results, cash flows, and other relevant information for the reporting period[198] - The accounting period is from January 1 to December 31 of the Gregorian calendar, the operating cycle is 12 months, and the functional currency is Renminbi[199][200][201] - The methods and bases for determining materiality standards include significant individually impaired accounts receivable, significant construction in progress, significant contract liabilities/accounts payable overdue for more than one year, significant joint ventures or associates, significant commitments, significant contingencies, and significant post-balance sheet events[202] Taxation The company's main taxes include Value-Added Tax, Consumption Tax, Urban Maintenance and Construction Tax, Corporate Income Tax, Education Surcharge, and Property Tax. The company and some subsidiaries enjoy tax incentives, such as a 15% income tax rate for high-tech enterprises, a 15% income tax rate under the Western Development policy, small and micro enterprise income tax preferential policies, and the VAT "exemption, credit, refund" method for export goods. Main Tax Types and Rates | Tax Type | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax | Based on sales of goods and taxable services calculated according to ta