震裕科技(300953) - 2025 Q2 - 季度财报
Zhenyu TECHZhenyu TECH(SZ:300953)2025-08-27 12:01

Section I Important Notice, Table of Contents, and Definitions This section provides essential preliminary information, including a guarantee of report accuracy, a detailed table of contents, and key definitions for clarity Important Notice The company's board, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, while future outlooks are not substantive commitments - The company's board, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report4 - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period4 Table of Contents This section lists the report's structure, providing a quick navigation guide to its eight main chapters and corresponding page numbers Definitions This section defines common terms, company entities, main products, and key customers, ensuring a clear understanding of the report's content - The company's core businesses include precision progressive stamping dies, motor cores, and precision structural components for power lithium batteries11 - Major clients include CATL, BYD, EVE Energy, Nidec, Xiaomi, and other well-known new energy vehicle and battery industry enterprises1112 Section II Company Profile and Key Financial Indicators This section outlines the company's fundamental information and presents its key financial performance metrics for the reporting period I. Company Profile This section provides the company's basic identity and market positioning, including its stock abbreviation, code, listing exchange, and legal representative - Company stock abbreviation: Zhenyu Technology, stock code: 300953, listing exchange: Shenzhen Stock Exchange14 - The company's legal representative is Jiang Zhenlin14 II. Contact Persons and Information This section lists the contact details for the company's Board Secretary and Securities Affairs Representative, facilitating investor communication and inquiries III. Other Information This section confirms no changes in the company's registered address, contact information, or information disclosure locations during the reporting period - No changes in company contact information, information disclosure and document storage locations, or registration status during the reporting period161718 IV. Key Accounting Data and Financial Indicators This section presents the company's key financial data for the first half of 2025, highlighting strong growth in revenue and net profit, and a significant positive shift in operating cash flow 2025 Semi-Annual Key Accounting Data and Financial Indicators (Consolidated Statements) | Indicator | Current Reporting Period (yuan) | Prior Year Same Period (yuan) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 4,046,762,596.96 | 3,132,977,427.64 | 29.17% | | Net Profit Attributable to Shareholders of Listed Company | 211,349,646.23 | 131,720,044.53 | 60.45% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-recurring Gains and Losses) | 197,698,161.21 | 119,868,023.89 | 64.93% | | Net Cash Flow from Operating Activities | 174,392,398.29 | -362,065,346.21 | 148.17% | | Basic Earnings Per Share (yuan/share) | 1.28 | 0.88 | 45.45% | | Diluted Earnings Per Share (yuan/share) | 1.27 | 0.76 | 67.11% | | Weighted Average Return on Net Assets | 5.76% | 4.97% | 0.79% | | End of Current Reporting Period vs. End of Prior Year: | | | | | Total Assets | 11,221,303,579.10 | 11,425,589,229.33 | -1.79% | | Net Assets Attributable to Shareholders of Listed Company | 4,031,182,735.97 | 2,993,279,812.31 | 34.67% | V. Differences in Accounting Data under Domestic and Overseas Accounting Standards This section confirms that there were no discrepancies in net profit and net assets between the company's financial reports under domestic and overseas accounting standards - No differences in net profit and net assets under domestic and overseas accounting standards during the reporting period2021 VI. Non-recurring Gains and Losses and Amounts This section details the company's non-recurring gains and losses for the first half of 2025, totaling 13.65 million yuan, primarily from government subsidies and financial asset disposals 2025 Semi-Annual Non-recurring Gains and Losses and Amounts | Item | Amount (yuan) | | :--- | :--- | | Gains or losses from disposal of non-current assets | 487,244.95 | | Government grants recognized in profit or loss for the current period (excluding those closely related to the company's normal business operations and granted in accordance with national policies) | 12,056,294.20 | | Gains or losses arising from changes in fair value of financial assets and liabilities held for trading, and investment income from disposal of financial assets and liabilities held for trading, except for effective hedging activities related to the company's normal business operations | 3,724,502.07 | | Other non-operating income and expenses apart from the above | -325,158.55 | | Other gains and losses that meet the definition of non-recurring gains and losses | 326,586.95 | | Less: Income tax impact | 2,617,984.60 | | Total | 13,651,485.02 | Section III Management Discussion and Analysis This section provides an in-depth review of the company's main businesses, core competencies, financial performance, and risk management strategies I. Company's Main Businesses During the Reporting Period The company primarily engages in precision progressive stamping dies and downstream precision structural components, achieving significant performance growth in the first half of 2025, driven by new energy vehicle and humanoid robot industries - The company's main businesses are precision progressive stamping dies and downstream precision structural components, applied in home appliances, new energy lithium batteries, automotive, industrial control, and other industries2641 - In the first half of 2025, the company achieved operating revenue of 4.047 billion yuan, a year-on-year increase of 29.17%; net profit attributable to parent company shareholders was 211.35 million yuan, a year-on-year increase of 60.45%58 - The company is actively developing the humanoid robot industry, having established a subsidiary in October 2024 to focus on key products and core technologies in the robot industry chain40 (I) Industry Classification of the Company The company's core business, precision progressive stamping dies and structural components, is classified under "C Manufacturing" (Metal Products Industry, C33) by the China Securities Regulatory Commission - The company's main business is precision progressive stamping dies and downstream precision structural components26 - The company's industry is "C Manufacturing" (Metal Products Industry), with industry classification code C3326 (II) Industry Development Status The company's key markets, including precision dies, motor cores, and lithium battery components, are experiencing rapid growth driven by new energy vehicles and emerging humanoid robot technologies - The explosive growth of new energy vehicles drives increased demand for precision progressive stamping dies28 - In the first half of 2025, China's new energy vehicle production and sales increased by 41.4% and 40.3% respectively, with power battery installations increasing by 44% year-on-year3132 - The humanoid robot industry is designated as a future industry, receiving national policy support, and the company has established a subsidiary to enter this field3740 (III) Main Business, Main Products, and Uses As a high-tech enterprise, the company specializes in R&D, design, production, and sales of precision progressive stamping dies and structural components, expanding into humanoid robot parts - The company's core business is the R&D, design, production, and sales of precision progressive stamping dies and downstream precision structural components41 - Main products include multi-row/three-row/two-row/single-row motor core progressive dies, single-row power lithium battery structural component progressive dies, motor core precision structural components, and power lithium battery precision structural components45 - Emerging products include humanoid robot reverse planetary roller screws, linear actuators, and dexterous hand precision components434445 (IV) Business Model The company operates on a "production-to-order" customized model with independent procurement, production, and direct sales, fostering stable customer relationships and diverse settlement options - The company adopts a "production-to-order" customized production model, with procurement and production driven by sales4650 - The procurement model is "production-to-order + procurement-to-production", with stable raw material supply channels, mainly including steel, aluminum, and copper48 - The sales model is direct sales to customers, establishing long-term stable cooperative relationships with domestic and international clients53 (V) Company's Industry Position The company holds a leading position in China's mid-to-high-end motor core die industry, breaking foreign monopolies and achieving top-tier shipments in new energy automotive components - The company is an advanced manufacturing enterprise in China's mid-to-high-end motor core die industry, recognized as one of the "Key Backbone Enterprises for Motor Core Dies"55 - Shipments of new energy electric vehicle drive motor cores rank among the domestic leaders, and power lithium battery precision structural component projects rank among the top in the industry56 - The company was awarded the 2022 National Manufacturing Single Champion Product, 2025 National Green Factory honors, and consistently rated as an "Excellent Supplier" by CATL5657 (VI) Main Operating Performance and Driving Factors In the first half of 2025, the company achieved significant increases in operating revenue and net profit, primarily driven by the robust growth of downstream industries - In the first half of 2025, the company achieved operating revenue of 4.047 billion yuan, a year-on-year increase of 29.17%58 - Achieved net profit attributable to parent company shareholders of 211.35 million yuan, a year-on-year increase of 60.45%58 - Performance growth is primarily driven by the development of downstream industries such as home appliances, new energy lithium batteries, automotive, and industrial control58 II. Analysis of Core Competencies The company's sustained growth and market leadership are underpinned by its strong R&D, advanced manufacturing, stable customer base, product quality, and brand reputation - Technological R&D advantage: R&D investment in the first half of 2025 was 165.33 million yuan, a year-on-year increase of 36.76%, accounting for 4.09% of operating revenue, maintaining industry-leading technological capabilities60 - Customer advantage: Established stable cooperative relationships with well-known domestic and international clients including North American new energy vehicle companies, BYD, Xiaomi, Li Auto, CATL, and EVE Energy6364 - Brand advantage: Consistently rated as a key backbone enterprise for motor core dies by the China Die & Mould Industry Association for many years, awarded national single champion enterprise and other honors70 III. Analysis of Main Business The company's main business achieved double-digit revenue and profit growth, driven by innovation, efficiency, and successful expansion into humanoid robot components - In the first half of 2025, operating revenue was 4.047 billion yuan, a year-on-year increase of 29.17%; net profit attributable to parent company shareholders was 211.35 million yuan, a year-on-year increase of 60.45%71 - The die business revenue grew and maintained high gross margins; the lithium battery structural component business gross margin continued to recover; the motor core business profitability further strengthened72 - The humanoid robot precision parts and components business progressed smoothly, with reverse planetary roller screws and linear actuators completing mass production SOP verification and receiving small batch orders from domestic and international customers7374 2025 Semi-Annual Major Financial Data Year-on-Year Changes | Indicator | Current Reporting Period (yuan) | Prior Year Same Period (yuan) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 4,046,762,596.96 | 3,132,977,427.64 | 29.17% | - | | Operating Cost | 3,444,314,393.01 | 2,685,202,872.15 | 28.27% | - | | Sales Expenses | 21,852,244.99 | 15,233,491.64 | 43.45% | Increase in sales revenue, sales expenses, and personnel compensation, along with increased equity incentive expenses for sales personnel | | Management Expenses | 119,290,771.08 | 101,334,034.66 | 17.72% | - | | Financial Expenses | 63,828,723.34 | 74,426,772.41 | -14.24% | - | | Income Tax Expense | 13,319,784.91 | 5,478,890.67 | 143.11% | Increase in income tax expense due to higher total profit in the current period | | R&D Investment | 165,326,079.47 | 120,885,064.84 | 36.76% | Continuous increase in R&D investment for new market product demands, along with corresponding increases in employee compensation and equity incentives to encourage R&D innovation | | Net Cash Flow from Operating Activities | 174,392,398.29 | -362,065,346.21 | 148.17% | Increase in payments for goods purchased and services received via bills in the current period | | Net Cash Flow from Investing Activities | 57,543,471.17 | 73,095,282.91 | -21.28% | - | | Net Cash Flow from Financing Activities | -87,624,317.54 | 196,779,351.87 | -144.53% | Decrease in new borrowings compared to the prior year | | Net Increase in Cash and Cash Equivalents | 146,118,614.45 | -90,876,441.72 | 260.79% | Increase in net cash flow from operating activities compared to the prior year | 2025 Semi-Annual Products or Services Accounting for Over 10% of Revenue | Product or Service | Operating Revenue (yuan) | Operating Cost (yuan) | Gross Margin | Year-on-Year Change in Operating Revenue | Year-on-Year Change in Operating Cost | Year-on-Year Change in Gross Margin | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Precision Structural Components (incl. Lithium Battery Structural Components and Motor Cores) | 3,199,849,564.51 | 2,725,225,372.43 | 14.83% | 28.59% | 26.19% | 1.62% | | Other Businesses | 616,262,923.15 | 606,299,600.16 | 1.62% | 38.70% | 39.03% | -0.23% | IV. Analysis of Non-Main Business This section analyzes the impact of non-main businesses on the company's total profit, noting significant contributions from government subsidies and negative effects from asset and credit impairment losses 2025 Semi-Annual Impact of Non-Main Business on Total Profit | Item | Amount (yuan) | Proportion of Total Profit | Reason for Formation | | :--- | :--- | :--- | :--- | | Investment Income | 3,724,502.07 | 1.66% | Primarily due to bank deposit wealth management income in the current period | | Asset Impairment | -36,985,815.86 | -16.49% | Primarily due to inventory impairment provisions made in the current period | | Non-operating Income | 1,009,083.27 | 0.45% | Primarily due to fines and liquidated damages received | | Non-operating Expenses | 1,334,241.82 | 0.60% | Primarily due to external donations and fines paid | | Credit Impairment Losses | -7,206,291.72 | -3.21% | Primarily due to bad debt provisions for accounts receivable | | Other Income | 53,184,691.45 | 23.72% | Primarily due to government grants and VAT additional deduction subsidies received in the current period | V. Analysis of Assets and Liabilities At the end of the reporting period, total assets slightly decreased, while net assets attributable to shareholders significantly increased, with notable shifts in accounts receivable, fixed assets, and borrowings 2025 Semi-Annual Major Changes in Asset Composition | Indicator | End of Current Reporting Period (yuan) | Proportion of Total Assets | End of Prior Year (yuan) | Proportion of Total Assets | Change in Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 1,096,875,210.10 | 9.77% | 1,025,516,234.53 | 8.98% | 0.79% | | Accounts Receivable | 3,555,550,360.40 | 31.69% | 3,034,039,445.43 | 26.55% | 5.14% | | Inventories | 873,026,249.37 | 7.78% | 990,163,679.48 | 8.67% | -0.89% | | Fixed Assets | 3,848,294,791.49 | 34.29% | 3,787,278,264.09 | 33.15% | 1.14% | | Construction in Progress | 571,453,716.68 | 5.09% | 432,497,880.47 | 3.79% | 1.30% | | Short-term Borrowings | 1,700,439,213.84 | 15.15% | 1,614,406,027.42 | 14.13% | 1.02% | | Long-term Borrowings | 1,584,723,892.43 | 14.12% | 1,495,932,437.30 | 13.09% | 1.03% | 2025 Semi-Annual Assets and Liabilities Measured at Fair Value | Item | Beginning of Period (yuan) | Amount Purchased in Current Period (yuan) | Amount Sold in Current Period (yuan) | End of Period (yuan) | | :--- | :--- | :--- | :--- | :--- | | Trading Financial Assets | 324,855,396.65 | 2,535,833,000.00 | 2,791,358,396.65 | 69,330,000.00 | | Notes Receivable Financing | 244,416,612.86 | - | - | 288,401,672.84 | | Total | 569,272,009.51 | 2,535,833,000.00 | 2,791,358,396.65 | 357,731,672.84 | - As of the end of the reporting period, the total amount of restricted assets was 1.923 billion yuan, with a book value of 1.756 billion yuan, primarily restricted by acceptance, guarantees, asset pool and bill pool deposits, supply chain bill pledges, and bank loan mortgages8586 VI. Analysis of Investment Status The company's total investment slightly decreased, but it made strategic equity and non-equity investments, with most raised funds allocated to committed projects, some facing delays or changes - In the first half of 2025, total investment was 442.39 million yuan, a year-on-year decrease of 1.80%87 - The company increased capital in its wholly-owned subsidiary Zhenyu Sales by 300.00 million yuan89 - The "Annual Production of 900 Million New Energy Power Lithium Battery Top Covers Project" has a cumulative actual investment of 1.551 billion yuan, project progress of 96.92%, and has been extended to December 31, 202590100 - The "New Construction Project for Annual Production of 360 Million New Energy Vehicle Lithium Battery Casings" was changed to "Phase I Sub-project of New Energy Vehicle Motor Core Production Line for Suzhou Fanster Machinery Technology Co., Ltd.", with 57.56 million yuan of raised funds invested101104 - Net raised funds in 2023 were 1.183 billion yuan, with cumulative use of 827.00 million yuan (69.92%), and unused raised funds balance of 163.38 million yuan9697 - The company used idle raised funds of no more than 400 million yuan to temporarily supplement working capital, with 200 million yuan used as of June 30, 2025102 VII. Major Asset and Equity Sales This section confirms that the company did not engage in any significant asset or equity sales during the reporting period - The company did not sell major assets during the reporting period109 - The company did not sell major equity during the reporting period110 VIII. Analysis of Major Holding and Associate Companies This section analyzes the operating performance of key subsidiaries, highlighting significant net profit growth driven by efficiency improvements, increased demand, and automation - Suzhou Fanster Machinery Technology Co., Ltd.'s net profit increased by 53.12% year-on-year in the first half of 2025, mainly due to cost reduction, efficiency improvement, and optimization of customer and product structure112 - Ningbo Zhenyu Auto Parts Co., Ltd.'s operating revenue increased by 58.08% year-on-year and net profit increased by 223.67% year-on-year in the first half of 2025, mainly due to increased downstream customer demand and enhanced production line automation113 IX. Structured Entities Controlled by the Company This section states that the company did not control any structured entities during the reporting period - The company did not control any structured entities during the reporting period114 X. Risks Faced by the Company and Countermeasures The company addresses market volatility, rapid technological change, raw material price fluctuations, management challenges from expansion, and geopolitical risks through continuous innovation and strategic management - Market risk: Downstream industries (home appliances, new energy lithium batteries, automotive, industrial control) are highly correlated with the macro economy, and slowing demand may affect performance114 - Risk of rapid technological updates and product upgrades: Downstream industries have fast technological iterations, requiring the company to respond promptly to new demands and technological trends115 - Raw material price fluctuation risk: Price fluctuations of major raw materials such as silicon steel sheets, aluminum, and copper have a significant impact on gross margin116117 - Management risk arising from rapid future scale expansion: Increased management difficulty due to raised fund investment projects and external investments118 - Geopolitical and trade barrier risks: Protectionist trade policies may negatively impact global economic growth and automotive consumption demand119 XI. Registration Form for Research, Communication, Interview, and Other Activities During the Reporting Period This section details the company's investor relations activities, including institutional investor engagements and discussions on performance, business operations, and emerging industry布局 - The company hosted multiple on-site visits, conference calls, and online communications with institutional investors during the reporting period120122 - Discussion topics mainly included the company's 2024 performance forecast, 2025 business operations, layout and progress of humanoid robot precision parts industry, and sales revenue of lithium battery structural components120122 XII. Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan This section states that the company did not formulate or disclose a market value management system or valuation enhancement plan during the reporting period - The company did not formulate a market value management system during the reporting period123 - The company did not disclose a valuation enhancement plan during the reporting period124 XIII. Implementation of "Quality and Return Dual Enhancement" Action Plan This section states that the company did not disclose an announcement regarding the "Quality and Return Dual Enhancement" action plan during the reporting period - The company did not disclose an announcement regarding the "Quality and Return Dual Enhancement" action plan during the reporting period124 Section IV Corporate Governance, Environment, and Society This section covers the company's governance structure, environmental compliance, and social responsibility initiatives, including management stability, incentive plans, and stakeholder engagement I. Changes in Directors, Supervisors, and Senior Management This section confirms the stability of the company's management team, with no changes in directors, supervisors, or senior management during the reporting period - No changes in company directors, supervisors, and senior management during the reporting period126 II. Profit Distribution and Capital Reserve Conversion to Share Capital During the Reporting Period This section reiterates the company's semi-annual profit distribution plan, confirming no cash dividends, bonus shares, or capital reserve conversions to share capital - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period127 III. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company adjusted its 2022 and 2024 restricted stock incentive plans, including cancellations, quantity and price adjustments, and new grants of reserved restricted shares - The 2022 restricted stock incentive plan canceled 565,250 granted but unvested restricted shares, adjusted the unvested quantity to 1,482,740 shares, and adjusted the grant price to 40.70 yuan/share128129 - The 2024 restricted stock incentive plan adjusted the unvested quantity to 5,607,980 shares, adjusted the grant price to 19.50 yuan/share, and granted 700,000 reserved restricted shares to 11 incentive recipients130 IV. Environmental Information Disclosure The company and its four major subsidiaries are legally mandated to disclose environmental information and have done so through provincial ecological environment systems, demonstrating compliance - The company and its four major subsidiaries (Ningbo Zhenyu Technology Co., Ltd., Ningbo Zhenyu Auto Parts Co., Ltd., Changzhou Zhenyu Auto Parts Co., Ltd., Ningde Zhenyu Auto Parts Co., Ltd.) are included in the list of enterprises required to disclose environmental information by law132 - Relevant environmental information disclosure reports can be found on the systems of respective provincial ecological environment departments132 V. Social Responsibility The company actively fulfills its social responsibilities by protecting shareholder and employee rights, ensuring fair cooperation with stakeholders, and promoting green development - The company safeguards the rights of small and medium shareholders through online voting and other means, values investor relations, and distributed 25.62 million yuan in cash dividends for the 2024 annual profit distribution134 - The company strictly adheres to labor laws, pays "five insurances and one housing fund" for employees, provides occupational health examinations, welfare care, and a standardized promotion and training system135 - The company optimizes its supply chain structure, improves procurement and supplier management systems, adheres to an "integrity management, win-win cooperation" philosophy to serve customers, and ensures product quality136 - The company advocates green development, promotes green office practices, encourages low-carbon travel, and strengthens waste management to contribute to sustainable development137 Section V Significant Matters This section addresses critical corporate events, including commitments, related party transactions, litigation, and other material developments during the reporting period I. Commitments Fulfilled and Overdue Unfulfilled by Actual Controller, Shareholders, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period This section confirms that no commitments by the actual controller, shareholders, related parties, acquirers, or the company were unfulfilled or overdue during the reporting period - No unfulfilled or overdue unfulfilled commitments by the company during the reporting period139 II. Non-Operating Occupation of Funds by Controlling Shareholder and Other Related Parties This section states that there was no non-operating occupation of funds by the controlling shareholder or other related parties of the listed company during the reporting period - No non-operating occupation of funds by controlling shareholder and other related parties during the reporting period140 III. Irregular External Guarantees This section states that the company had no irregular external guarantees during the reporting period - No irregular external guarantees by the company during the reporting period141 IV. Appointment and Dismissal of Accounting Firms This section states that the company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited142 V. Explanations by the Board of Directors, Supervisory Board, and Audit Committee on the "Non-Standard Audit Report" for the Current Period This section states that no explanation regarding a "non-standard audit report" is applicable, as the semi-annual report was not audited VI. Explanations by the Board of Directors on Matters Related to the "Non-Standard Audit Report" for the Previous Year This section states that explanations regarding matters related to the "non-standard audit report" for the previous year are not applicable VII. Bankruptcy and Reorganization Matters This section states that the company did not have any bankruptcy and reorganization matters during the reporting period - The company did not have any bankruptcy and reorganization matters during the reporting period143 VIII. Litigation Matters The company had no significant litigation or arbitration during the reporting period, and other minor cases had no material impact on operations - No significant litigation or arbitration matters for the company during the reporting period144 - Other litigation cases had a cumulative involved amount of 30.56 million yuan, with no significant impact on company operations145 IX. Penalties and Rectification This section discloses that subsidiary Ningde Zhenyu received an administrative fine of 486,000 yuan for violating solid waste pollution control regulations - Subsidiary Ningde Zhenyu was fined 486,000 yuan for violating the Law on the Prevention and Control of Environmental Pollution by Solid Waste146 X. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller This section states that the company, its controlling shareholder, and actual controller maintained good integrity during the reporting period - No integrity issues for the company, its controlling shareholder, and actual controller during the reporting period147 XI. Significant Related Party Transactions This section states that the company did not engage in any significant related party transactions during the reporting period, including those related to operations, asset transfers, or financing - No significant related party transactions related to daily operations for the company during the reporting period147 - No related party transactions involving asset or equity acquisitions or disposals for the company during the reporting period148 - No related party creditor-debtor relationships for the company during the reporting period150 XII. Significant Contracts and Their Performance The company incurred 20.89 million yuan in leasing expenses and provided significant guarantees to subsidiaries, with an outstanding balance of 523.46 million yuan at period-end - During the reporting period, total leasing expenses for factory buildings, warehouses, dormitories, etc., amounted to 20.89 million yuan156 2025 Semi-Annual Company Guarantees for Subsidiaries | Indicator | Amount (million yuan) | | :--- | :--- | | Total approved guarantee limit for subsidiaries during the reporting period | 3,000 | | Total actual guarantees for subsidiaries during the reporting period | 910 | | Total approved guarantee limit for subsidiaries at period-end | 3,000 | | Total actual guarantee balance for subsidiaries at period-end | 523.4557 | | Ratio of total actual guarantees to company's net assets | 12.99% | | Debt guarantee balance provided directly or indirectly for guaranteed entities with asset-liability ratio exceeding 70% | 523.4557 | XIII. Explanations of Other Significant Matters The company's "Zhenyu Convertible Bonds" were fully redeemed and delisted from the Shenzhen Stock Exchange after triggering conditional redemption terms - "Zhenyu Convertible Bonds" triggered conditional redemption terms as the stock closing price was not less than 130% of the current conversion price for fifteen consecutive trading days165 - The company's board of directors decided to early redeem "Zhenyu Convertible Bonds," completing full redemption by April 23, 2025165166 - "Zhenyu Convertible Bonds" (bond code: 123228) were delisted from the Shenzhen Stock Exchange starting May 7, 2025166167 XIV. Significant Matters of Company Subsidiaries The company increased capital in Zhenyu Sales by 300 million yuan and converted previous interest-free loans to other subsidiaries into capital increases to optimize their capital structures - The company used its own funds to increase capital in wholly-owned subsidiary Zhenyu Sales by 300.00 million yuan, increasing its registered capital to 350.00 million yuan168 - The company converted interest-free loans of raised funds into capital increases for wholly-owned subsidiaries Ningbo Zhenyu Auto Parts Co., Ltd. and Ningde Zhenyu Auto Parts Co., Ltd., increasing their registered capital to 664.45 million yuan and 308.42 million yuan respectively169 Section VI Share Changes and Shareholder Information This section details the company's share capital adjustments, including increases from convertible bond conversions and capital reserve transfers, and provides an overview of shareholder holdings I. Share Changes During the reporting period, the company's total share capital increased due to convertible bond conversions and capital reserve transfers, impacting both restricted and unrestricted shares - The conversion of "Zhenyu Convertible Bonds" led to an increase of 17,201,194 shares in the company's total share capital173 - The 2024 annual equity distribution involved converting capital reserves into 4 shares for every 10 shares held by all shareholders, totaling 48,808,344 shares173 - The company's total share capital increased to 173,477,731 shares173 1. Share Changes This section presents a table illustrating the changes in the company's total shares, restricted shares, and unrestricted shares, primarily driven by convertible bond conversions and capital reserve transfers 2025 Semi-Annual Share Changes | Item | Number Before This Change (shares) | Increase/Decrease in This Change (shares) | Number After This Change (shares) | | :--- | :--- | :--- | :--- | | I. Restricted Shares | 34,803,667 | 13,920,470 | 48,724,137 | | II. Unrestricted Shares | 72,664,526 | 52,089,068 | 124,753,594 | | III. Total Shares | 107,468,193 | 66,009,538 | 173,477,731 | 2. Changes in Restricted Shares This section details the changes in restricted shares for major shareholders, including increases for Jiang Zhenlin and Hong Ruidi due to capital reserve transfers, and the release of some senior executive restricted shares 2025 Semi-Annual Changes in Restricted Shares | Shareholder Name | Restricted Shares at Beginning of Period (shares) | Restricted Shares Released in Current Period (shares) | Restricted Shares Increased in Current Period (shares) | Restricted Shares at End of Period (shares) | | :--- | :--- | :--- | :--- | :--- | | Jiang Zhenlin | 24,914,805 | 0 | 9,965,922 | 34,880,727 | | Hong Ruidi | 9,888,150 | 0 | 3,955,260 | 13,843,410 | | Zou Chunhua | 150 | 150 | 0 | 0 | | Zhou Maowei | 562 | 562 | 0 | 0 | | Total | 34,803,667 | 712 | 13,921,182 | 48,724,137 | II. Securities Issuance and Listing This section states that the company had no securities issuance and listing activities during the reporting period III. Shareholder Numbers and Shareholding As of the reporting period end, the company had 18,649 common stock shareholders, with detailed holdings and relationships for major shareholders - The total number of common stock shareholders at the end of the reporting period was 18,649182 2025 Semi-Annual Shareholding of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Percentage | Shares Held at End of Period (shares) | Restricted Shares Held (shares) | Unrestricted Shares Held (shares) | Pledge, Mark, or Freeze Status | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Jiang Zhenlin | Domestic Natural Person | 26.81% | 46,507,636 | 34,880,727 | 11,626,909 | Pledged 19,375,300 shares | | Hong Ruidi | Domestic Natural Person | 10.64% | 18,457,880 | 13,843,410 | 4,614,470 | Not applicable | | Ningbo Zhenyu New Energy Co., Ltd. | Domestic Non-State-Owned Legal Person | 4.70% | 8,150,394 | 0 | 8,150,394 | Pledged 8,150,394 shares | | Ningbo Juxin Investment Partnership (Limited Partnership) | Domestic Non-State-Owned Legal Person | 4.02% | 6,968,080 | 0 | 6,968,080 | Not applicable | | China Construction Bank Co., Ltd. - Yongying Advanced Manufacturing Smart Selection Hybrid Initiated Securities Investment Fund | Other | 3.88% | 6,722,594 | 0 | 6,722,594 | Not applicable | | China Merchants Bank Co., Ltd. - Penghua Carbon Neutral Theme Hybrid Securities Investment Fund | Other | 3.15% | 5,470,096 | 0 | 5,470,096 | Not applicable | | National Social Security Fund 104 Portfolio | Other | 1.12% | 1,946,020 | 0 | 1,946,020 | Not applicable | | Minsheng Securities - CITIC Securities - Minsheng Securities Zhenyu Technology Strategic Placement No. 1 Collective Asset Management Plan | Other | 0.87% | 1,503,928 | 0 | 1,503,928 | Not applicable | | Wang Aiguo | Domestic Natural Person | 0.84% | 1,450,258 | 0 | 1,450,258 | Not applicable | | Basic Pension Insurance Fund 1202 Portfolio | Other | 0.80% | 1,384,589 | 0 | 1,384,589 | Not applicable | - Mr. Jiang Zhenlin and Ms. Hong Ruidi are a married couple and form a concerted action relationship with Ningbo Zhenyu New Energy Co., Ltd. and Ningbo Juxin Investment Partnership (Limited Partnership)183 IV. Changes in Shareholdings of Directors, Supervisors, and Senior Management This section lists the changes in shareholdings for the company's directors, supervisors, and senior management during the reporting period, with notable increases for the Chairman and a Director 2025 Semi-Annual Changes in Shareholdings of Directors, Supervisors, and Senior Management | Name | Position | Shares Held at Beginning of Period (shares) | Shares Increased in Current Period (shares) | Shares Held at End of Period (shares) | | :--- | :--- | :--- | :--- | :--- | | Jiang Zhenlin | Chairman, Director | 33,219,740 | 13,287,896 | 46,507,636 | | Hong Ruidi | Director | 13,184,200 | 5,273,680 | 18,457,880 | | Zhou Maowei | Director, Deputy General Manager | 750 | 300 | 1,050 | | Total | -- | 46,404,690.00 | 18,561,876.00 | 64,966,566.00 | V. Changes in Controlling Shareholder or Actual Controller This section states that the company's controlling shareholder or actual controller remained unchanged during the reporting period, ensuring equity structure stability - No changes in controlling shareholder during the reporting period186 - No changes in actual controller during the reporting period186 VI. Preferred Share Information This section states that the company had no preferred shares during the reporting period - No preferred shares for the company during the reporting period187 Section VII Bond-Related Information This section details the company's bond-related activities, specifically the redemption and delisting of its convertible corporate bonds, and confirms the absence of other bond types I. Corporate Bonds This section states that the company had no corporate bonds during the reporting period - No corporate bonds for the company during the reporting period189 II. Company Bonds This section states that the company had no company bonds during the reporting period - No company bonds for the company during the reporting period190 III. Debt Financing Instruments for Non-Financial Enterprises This section states that the company had no debt financing instruments for non-financial enterprises during the reporting period - No debt financing instruments for non-financial enterprises for the company during the reporting period191 IV. Convertible Corporate Bonds The company's "Zhenyu Convertible Bonds" were fully redeemed and delisted from the Shenzhen Stock Exchange after triggering conditional redemption terms, leading to an increase in share capital - "Zhenyu Convertible Bonds" were issued on October 20, 2023, with a total amount of 1.195 billion yuan, and listed on the Shenzhen Stock Exchange on November 9, 2023192193 - From March 11 to March 31, 2025, the company's stock closing price triggered the conditional redemption terms of "Zhenyu Convertible Bonds," and the company decided to early redeem them194 - As of April 22, 2025, the company had fully redeemed the remaining 10,538 unconverted "Zhenyu Convertible Bonds," which were delisted from the Shenzhen Stock Exchange starting May 7, 2025194195 2025 Semi-Annual Convertible Bond Changes | Convertible Corporate Bond Name | Amount Before This Change (yuan) | Converted to Shares (yuan) | Redeemed (yuan) | Amount After This Change (yuan) | | :--- | :--- | :--- | :--- | :--- | | Ningbo Zhenyu Technology Co., Ltd. 2023 Convertible Corporate Bonds Issued to Unspecified Objects | 939,414,900.00 | 938,361,100.00 | 1,053,800.00 | 0.00 | - The cumulative conversion amount was 1.194 billion yuan, converting into 21,886,537 shares, accounting for 21.29% of the company's total issued shares before the conversion start date199 V. Consolidated Statement Scope Loss Exceeding 10% of Net Assets at End of Previous Year During the Reporting Period This section states that the company's consolidated statement scope loss did not exceed 10% of net assets at the end of the previous year during the reporting period - The company's consolidated statement scope loss did not exceed 10% of net assets at the end of the previous year during the reporting period203 Section VIII Financial Report This section presents the company's unaudited semi-annual financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, along with detailed notes on accounting policies and financial items I. Audit Report This section states that the company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited205 II. Financial Statements This section provides the company's consolidated and parent company financial statements for the first half of 2025, offering a comprehensive view of its financial health and performance - As of June 30, 2025, consolidated total assets were 11.221 billion yuan, and net assets attributable to parent company shareholders were 4.031 billion yuan207208 - In the first half of 2025, consolidated operating revenue was 4.047 billion yuan, and consolidated net profit was 211 million yuan215216 - In the first half of 2025, consolidated net cash flow from operating activities was 174 million yuan, a significant positive turnaround from -362 million yuan in the same period last year220 1. Consolidated Balance Sheet As of June 30, 2025, the company's consolidated total assets slightly decreased, while owners' equity attributable to the parent company significantly increased - As of June 30, 2025, consolidated total assets were 11.221 billion yuan, a decrease of 1.79% from the beginning of the period207 - As of June 30, 2025, owners' equity attributable to the parent company totaled 4.031 billion yuan, an increase of 34.67% from the beginning of the period208 2. Parent Company Balance Sheet As of June 30, 2025, the parent company's total assets and liabilities both decreased, while owners' equity experienced an increase - As of June 30, 2025, parent company total assets were 7.232 billion yuan, a decrease of 2.83% from the beginning of the period211 - As of June 30, 2025, parent company owners' equity totaled 3.763 billion yuan, an increase of 30.84% from the beginning of the period212 3. Consolidated Income Statement In the first half of 2025, the company's consolidated total operating revenue increased by 29.17% to 4.047 billion yuan, with net profit rising by 60.12% to 211 million yuan - In the first half of 2025, consolidated total operating revenue was 4.047 billion yuan, a year-on-year increase of 29.17%215 - In the first half of 2025, consolidated net profit was 210.92 million yuan, a year-on-year increase of 60.12%216 - Sales expenses increased by 43.45% year-on-year, and R&D expenses increased by 36.76% year-on-year215 4. Parent Company Income Statement In the first half of 2025, the parent company's operating revenue increased by 17.28% to 318 million yuan, with net profit growing by 71.59% to 71.30 million yuan - In the first half of 2025, parent company operating revenue was 317.76 million yuan, a year-on-year increase of 17.28%218 - In the first half of 2025, parent company net profit was 71.30 million yuan, a year-on-year increase of 71.59%219 5. Consolidated Cash Flow Statement In the first half of 2025, the company's consolidated net cash flow from operating activities significantly turned positive to 174 million yuan, a substantial improvement from the prior year - In the first half of 2025, consolidated net cash flow from operating activities was 174.39 million yuan, a year-on-year increase of 148.17%220 - Net cash flow from investing activities was 57.54 million yuan, a year-on-year decrease of 21.28%221 - Net cash flow from financing activities was -87.62 million yuan, a year-on-year decrease of 144.53%221 6. Parent Company Cash Flow Statement In the first half of 2025, the parent company reported negative net cash flow from operating activities, positive from investing activities, and negative from financing activities - In the first half of 2025, parent company net cash flow from operating activities was -111.28 million yuan223 - Net cash flow from investing activities was 686.25 million yuan224 - Net cash flow from financing activities was -441.58 million yuan224 7. Consolidated Statement of Changes in Owners' Equity In the first half of 2025, the company's consolidated total owners' equity increased by 1.038 billion yuan, primarily driven by increases in share capital and capital reserves - In the first half of 2025, consolidated total owners' equity increased by 1.038 billion yuan227 - Share capital increased by 66.01 million yuan, and capital reserves increased by 934.60 million yuan227 8. Parent Company Statement of Changes in Owners' Equity In the first half of 2025, the parent company's total owners' equity increased by 887 million yuan, mainly due to increases in share capital and capital reserves - In the first half of 2025, parent company total owners' equity increased by 887.02 million yuan235 - Share capital increased by 66.01 million yuan, and capital reserves increased by 934.60 million yuan235 III. Company Basic Information Established on November 28, 2012, with stock code 300953, the company's total share capital increased to 173,477,731 shares in the first half of 2025, focusing on R&D and manufacturing of dies and motors - The company was established on November 28, 2012, with stock code 300953 and stock abbreviation Zhenyu Technology240 - In the first half of 2025, the company's total share capital increased to 173,477,731 shares due to convertible bond conversion and capital reserve conversion to share capital240 - The company's main business activities include R&D, manufacturing, and processing of dies and motors; manufacturing and processing of hardware and plastic parts; and self-operated and agency import and export of goods and technologies241 IV. Basis of Financial Statement Preparation The company's financial statements are prepared on a going concern basis, adhering to accounting standards and regulatory disclosure requirements, accurately reflecting its financial position - The company's financial statements are prepared on a going concern basis, in accordance with Accounting Standards for Business Enterprises and China Securities Regulatory Commission information disclosure regulations242 - No matters or circumstances exist that would cause significant doubt about the company's ability to continue as a going concern for the 12 months from the end of the reporting period243 V. Significant Accounting Policies and Accounting Estimates This section details the company's key accounting policies and estimates, covering financial instruments, revenue, asset impairment, and depreciation, highlighting management's judgments and assumptions - The company adheres to Accounting Standards for Business Enterprises, truly and completely reflecting its financial position, operating results, and cash flows245 - Significant accounting policies and estimates cover classification, recognition, and measurement of financial instruments; determination of expected credit losses for notes receivable, accounts receivable, and contract assets; inventory valuation and impairment provisions; depreciation of fixed assets; amortization of intangible assets; revenue recognition principles; and accounting treatment for government subsidies265281284289291293315323344354 - Management exercised significant judgments and estimates in areas such as financial instrument impairment, inventory impairment provisions, impairment of non-financial non-current assets, depreciation and amortization, deferred income tax assets, and fair value measurement366367368369 VI. Taxation This section outlines the company's and its subsidiaries' main tax categories and rates, along with the preferential tax policies enjoyed, such as high-tech enterprise and advanced manufacturing incentives Main Tax Categories and Rates | Tax Category | Tax Rate | | :--- | :--- | | Value-Added Tax | 13% (export goods subject to "exemption, offset, refund" policy, refund rate of 13%) | | Urban Maintenance and Construction Tax | 7%, 5% etc. | | Corporate Income Tax | 25% | | Education Surcharge | 3% | | Local Education Surcharge | 2% | | Property Tax | 1.2%, 12% | - The company and several subsidiaries (Suzhou Fanster, Ningbo Zhenyu Auto Parts, Changzhou Zhenyu, Ningde Zhenyu, Guangdong Zhenyu, Yueyang Fanster) enjoy a 15% corporate income tax preferential rate as high-tech enterprises371372373 - Yibin Zhenyu qualifies for Western Development tax preferential policies, paying corporate income tax at a 15% rate373 - Eligible small and micro enterprise subsidiaries enjoy corporate income tax preferential policies, and advanced manufacturing enterprises enjoy value-added tax additional deduction policies374375 VII. Notes to Consolidated Financial Statement Items This section provides detailed explanations for each item in the consolidated financial statements, including monetary funds, receivables, inventories, fixed assets, borrowings, and owners' equity - As of June 30, 2025, the monetary funds balance was 1.097 billion yuan, of which 362 million yuan were restricted funds377 - Accounts receivable balance at period-end was 3.556 billion yuan, an increase of 17.19% from the beginning of the period, with bad debt provision of 44.07 million yuan396397 - Inventory balance at period-end was 873.03 million yuan, a decrease of 11.83% from the beginning of the period, with inventory impairment provision of 49.50 million yuan456460 - Fixed assets book value at period-end was 3.848 billion yuan, and construction in progress book value at period-end was 571.45 million yuan498507 - Short-term borrowings balance at period-end was 1.700 billion yuan, and long-term borrowings balance at period-end was 1.585 billion yuan537573 - Bonds payable balance at the beginning of the period was 811 million yuan, which has been fully reduced to 0 yuan during the period due to redemption and conversion574576 VIII. R&D Expenses The company's total R&D expenses for the first half of 2025 amounted to 165.33 million yuan, all expensed, primarily allocated to employee compensation, depreciation, and direct materials - Total R&D expenses for the first half of 2025 were 165.33 million yuan, a year-on-year increase of 36.76%611614 - All R&D expenses were expensed, with no capitalized R&D projects658 - Major components of R&D expenses include employee compensation (72.60 million yuan), depreciation and amortization (48.81 million yuan), and direct materials (25.51 million yuan)614 IX. Changes in Consolidation Scope This section states that the company's consolidation scope remained unchanged during the reporting period, with no business combinations or subsidiary disposals - No changes in consolidation scope due to business combinations under non-common contr