中旗新材(001212) - 2025 Q2 - 季度财报

Part I Important Notice The company's board of directors and senior management declare the truthfulness, accuracy, and completeness of this semi-annual report, and provide warnings on potential investment risks - The company's board of directors and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, with no false records, misleading statements, or major omissions[5] - Company head He Rongming, chief financial officer Xie Zhenmei, and head of accounting department Cheng Naijun declare to guarantee the truthfulness, accuracy, and completeness of the financial report[5] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[7] Table of Contents This report's table of contents clearly lists nine main chapters, covering important notices, company profile, management discussion and analysis, corporate governance, significant matters, share changes, bond information, financial reports, and other submitted data, providing comprehensive information navigation for investors - The report's table of contents includes nine main chapters, from important notices to financial reports, with a clear structure[10] Definitions This section provides definitions for common terms used in the report, including company name, major related parties, subsidiaries, regulatory bodies, and the reporting period, ensuring accurate understanding of the report's content - Zhongqi New Material, the Company, and this Company all refer to Guangdong Zhongqi New Material Co., Ltd[17] - Xingkong Technology refers to Guangdong Xingkong Technology Equipment Co., Ltd., the company's controlling shareholder[17] - Reporting Period refers to January 1, 2025, to June 30, 2025[17] Part II Company Profile The company's stock abbreviation is Zhongqi New Material, stock code 001212, listed on the Shenzhen Stock Exchange Basic Company Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Zhongqi New Material | | Stock Code | 001212 | | Listed Stock Exchange | Shenzhen Stock Exchange | | Legal Representative | He Rongming | - The company's registered address, office address, website, email, etc., remained unchanged during the reporting period, as detailed in the 2024 annual report[21] Key Accounting Data and Financial Indicators During the reporting period, the company's operating revenue and net profit significantly decreased year-on-year, and net cash flow from operating activities also substantially reduced, reflecting operational pressure Key Accounting Data and Financial Indicators (Year-on-Year Change) | Item | Current Period (RMB) | Prior Period (RMB) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 197,217,458.15 | 259,273,781.73 | -23.93% | | Net Profit Attributable to Shareholders of Listed Company | 2,522,952.72 | 23,694,042.47 | -89.35% | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-Recurring Gains and Losses | 449,224.71 | 22,442,507.20 | -98.00% | | Net Cash Flow from Operating Activities | 2,351,254.04 | 93,237,655.35 | -97.48% | | Basic Earnings Per Share (RMB/share) | 0.02 | 0.14 | -85.71% | | Weighted Average Return on Net Assets | 0.15% | 1.42% | -1.27% | Key Accounting Data and Financial Indicators (Period-End Change) | Item | Current Period-End (RMB) | Prior Year-End (RMB) | Period-End Change from Prior Year-End | | :--- | :--- | :--- | :--- | | Total Assets | 2,258,637,278.28 | 2,338,007,252.31 | -3.39% | | Net Assets Attributable to Shareholders of Listed Company | 1,728,644,809.69 | 1,729,729,171.50 | -0.06% | Differences in Accounting Data Under Domestic and Overseas Accounting Standards During the reporting period, the company had no differences in net profit and net assets disclosed under International Accounting Standards or overseas accounting standards compared to Chinese Accounting Standards - During the reporting period, the company had no differences in net profit and net assets in financial reports disclosed under International Accounting Standards compared to Chinese Accounting Standards[25] - During the reporting period, the company had no differences in net profit and net assets in financial reports disclosed under overseas accounting standards compared to Chinese Accounting Standards[26] Non-Recurring Gains and Losses Items and Amounts During the reporting period, the company's total non-recurring gains and losses amounted to RMB 2,073,728.01, primarily from government subsidies, alongside gains and losses from disposal of non-current assets and fair value changes Non-Recurring Gains and Losses Items and Amounts | Item | Amount (RMB) | | :--- | :--- | | Gains and Losses from Disposal of Non-Current Assets | -531,915.54 | | Government Subsidies Included in Current Period's Gains and Losses | 3,383,587.47 | | Gains and Losses from Fair Value Changes and Disposal of Financial Assets and Liabilities | -399,809.05 | | Other Non-Operating Income and Expenses | 187,702.05 | | Less: Income Tax Impact | 565,836.92 | | Total | 2,073,728.01 | - The company has no other gain 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[29] Part III Main Businesses Engaged by the Company During the Reporting Period The company's main businesses cover three major areas: artificial quartz stone, high-purity quartz sand, and quartz silicon crystal new materials - The company's main products include artificial quartz stone, high-purity quartz sand, and quartz silicon crystal new materials[31] - Artificial quartz stone product series include photosensitive silicon crystal stone, rice-feel series, natural stone series, etc., widely used in indoor decoration, but performance declined due to changes in market structure and consumption patterns[31] - High-purity quartz sand has stable production capacity and a complete technical R&D and production system, widely used in quartz crucibles and semiconductor fields[32] - Quartz silicon crystal new material products have gradually been put into production, expected to support the company's business diversification and bring stable market demand and potential profits[33] Analysis of Core Competencies The company's core competencies are in four areas: products, technology R&D, product diversification, and scaled operations - The company's artificial quartz stone products demonstrate excellent core physical and chemical properties such as hardness, wear resistance, high temperature resistance, and stain resistance, with overall performance comparable to international first-tier brands, and participate in the formulation of core industry standards[34] - The company independently developed an automated quartz stone production line, equipped with a customized MES production management system, enhancing production efficiency, delivery capability, and product quality stability[36] - The company's product diversification covers artificial green stone, high-purity quartz sand, silicon powder, etc., meeting diverse demands and enhancing market competitiveness and risk resistance[38] - As one of the leading enterprises in the artificial quartz stone slab industry, the company possesses large-scale production capacity and an integrated production model, covering mining, R&D, and fine processing, effectively controlling costs[39] Analysis of Main Business During the reporting period, the company's main business revenue decreased by 23.93% year-on-year, primarily due to a decline in non-metallic mineral product business Year-on-Year Changes in Key Financial Data | Item | Current Period (RMB) | Prior Period (RMB) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 197,217,458.15 | 259,273,781.73 | -23.93% | | | Net Profit Attributable to Shareholders of Listed Company | 2,522,952.72 | 23,694,042.47 | -89.35% | | | Net Cash Flow from Operating Activities | 2,351,254.04 | 93,237,655.35 | -97.48% | Primarily due to reduced cash receipts in the current period | | Net Cash Flow from Investing Activities | 53,892,648.07 | -262,450,207.55 | 120.53% | Primarily due to increased redemption of bank time deposits in the current period | Operating Revenue Composition (by Product) | Product | Current Period Amount (RMB) | Proportion of Operating Revenue | Prior Period Amount (RMB) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Slabs | 157,496,544.12 | 79.86% | 182,056,253.98 | 70.22% | -13.49% | | Countertops | 38,621,868.56 | 19.58% | 76,006,000.79 | 29.31% | -49.19% | | High-Purity Sand Revenue | 371,616.37 | 0.19% | 132,743.36 | 0.05% | 179.95% | - Revenue from non-metallic mineral products business decreased by 24.00% year-on-year, with gross margin declining by 4.46%[46] - High-purity sand revenue increased by 179.95% year-on-year, but its gross margin was -97.17%, primarily due to a substantial 594.30% year-on-year increase in operating costs[46] Analysis of Non-Main Business During the reporting period, the company had no non-main business analysis content, indicating that its operations are primarily focused on core areas - The company had no non-main business analysis during the reporting period[48] Analysis of Assets and Liabilities At the end of the reporting period, the company's total assets and net assets attributable to shareholders of the listed company slightly decreased Significant Changes in Asset Composition | Item | Current Period-End Amount (RMB) | Proportion of Total Assets | Prior Year-End Amount (RMB) | Proportion of Total Assets | Change in Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 390,019,414.14 | 17.27% | 332,130,880.66 | 14.21% | 3.06% | | Fixed Assets | 785,341,783.06 | 34.77% | 583,879,690.26 | 24.97% | 9.80% | | Construction in Progress | 11,223,263.16 | 0.50% | 219,785,108.16 | 9.40% | -8.90% | | Long-Term Borrowings | 126,000,000.00 | 5.58% | 0.00 | 0.00% | 5.58% | Changes in Financial Assets Measured at Fair Value | Item | Beginning Balance (RMB) | Gains and Losses from Fair Value Changes in Current Period (RMB) | Amount Purchased in Current Period (RMB) | Amount Sold in Current Period (RMB) | Ending Balance (RMB) | | :--- | :--- | :--- | :--- | :--- | :--- | | Financial Assets Held for Trading | 683,254,107.63 | -2,534,878.00 | 724,000,000.00 | 854,244,348.88 | 550,474,880.75 | Asset Restriction Status | Item | Ending Balance (RMB) | Prior Year-End Balance (RMB) | | :--- | :--- | :--- | | Foreign Exchange Maturity Deposit | 164,647,800.00 | 144,123,309.36 | | Alibaba International Station Account Collection Balance | 754,712.24 | 1,102,654.09 | | Securities Account Balance | 12,587,314.52 | 1,950,205.03 | | Total | 177,989,826.76 | 147,176,168.48 | Analysis of Investment Status During the reporting period, the company's financial asset investments primarily consisted of securities investments, with an ending book value of RMB 29.0361 million and fair value change losses of RMB 2.5349 million for the current period Securities Investment Status | Security Abbreviation | Accounting Subject | Source of Funds | Beginning Book Value (RMB) | Gains and Losses from Fair Value Changes in Current Period (RMB) | Ending Book Value (RMB) | | :--- | :--- | :--- | :--- | :--- | :--- | | East Money | Financial Assets Held for Trading | Own Funds | 5,809,500.00 | -1,170,266.83 | 5,397,148.80 | | Bohai Leasing | Financial Assets Held for Trading | Own Funds | 4,398,082.00 | -571,630.00 | 3,900,108.44 | | Nandu Power | Financial Assets Held for Trading | Own Funds | 5,690,964.00 | -8,207,265.53 | 5,754,363.82 | | Yonggui Electric | Financial Assets Held for Trading | Own Funds | 2,898,716.00 | -3,211,149.80 | 3,321,925.35 | | China Unicom | Financial Assets Held for Trading | Own Funds | 3,186,000.00 | 3,270,878.69 | 3,277,724.78 | | Zhonganke | Financial Assets Held for Trading | Own Funds | 8,075,000.00 | -11,531,431.08 | 7,384,817.93 | | Total | | | 30,058,262.00 | -2,534,878.00 | 29,036,089.12 | Overall Utilization of Raised Funds | Fundraising Method | Net Raised Funds (RMB 10,000) | Total Raised Funds Cumulatively Utilized (RMB 10,000) | Utilization Rate of Raised Funds at Period-End | | :--- | :--- | :--- | :--- | | Initial Public Offering | 62,939.71 | 36,229.25 | 57.56% | | Public Issuance of Corporate Bonds | 53,206.23 | 25,648.35 | 48.21% | | Total | 116,145.94 | 61,877.60 | 53.28% | - Some IPO fundraising projects (such as Zhongqi (Hubei) New Material Phase I Construction Project, R&D Center Informatization Construction Project) and convertible bond fundraising projects (Luocheng Silicon Crystal New Material R&D, Development, and Manufacturing Integration Project) were delayed in reaching their intended usable state due to changes in the macroeconomic environment, slowing market demand, and construction delays[61][64] - The Annual Production of 10,000 Tons of Semiconductor-Grade and Photovoltaic Crucible High-Purity Sand Project was decided to be temporarily suspended after re-evaluation due to changes in market environment and changes in controlling shareholder and actual controller[61] Disposal of Significant Assets and Equity During the reporting period, the company did not dispose of any significant assets or equity - The company did not dispose of significant assets during the reporting period[65] - The company did not dispose of significant equity during the reporting period[66] Analysis of Major Holding and Participating Companies During the reporting period, the company had no important information on holding and participating companies that should be disclosed - The company had no important information on holding and participating companies that should be disclosed during the reporting period[66] Status of Structured Entities Controlled by the Company During the reporting period, the company had no structured entities under its control - The company had no structured entities under its control during the reporting period[67] Risks Faced by the Company and Countermeasures The company faces multiple risks including macroeconomic fluctuations, real estate market volatility, intensified market competition, raw material price fluctuations, exchange rate volatility, and rising labor costs - Macroeconomic fluctuations may impact the company's product exports and downstream customer procurement pace; the company will advance a market diversification strategy, expand into emerging markets, and increase the proportion of high-value-added product sales[67] - Profound adjustments in the real estate market suppress demand for artificial quartz stone and other decorative materials; the company will accelerate product structure adjustment, increase R&D for high-end products, expand overseas markets, and strengthen cost control[68] - Intensified market competition requires the company to accelerate technological innovation, optimize product structure, and enhance competitiveness through green certification and digital services[69] - Fluctuations in major raw material prices may lead to increased production costs; the company will build a resilient supply chain system, select high-quality suppliers, and enhance supply chain responsiveness[71] - Exchange rate fluctuations affect the profitability of export business; the company will strengthen exchange rate analysis, adjust product pricing, and accelerate the collection of accounts receivable[72] - Rising labor costs increase operational pressure; the company will promote intelligent manufacturing, improve per capita efficiency, optimize talent structure, and enhance labor productivity through skills training[73] 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 did not formulate a market value management system during the reporting period[74] - The company did not disclose a valuation enhancement plan during the reporting period[75] Implementation of “Dual Enhancement of Quality and Returns” Action Plan During the reporting period, the company did not disclose an announcement regarding the Dual Enhancement of Quality and Returns action plan - During the reporting period, the company did not disclose an announcement regarding the Dual Enhancement of Quality and Returns action plan[76] Part IV Changes in Directors, Supervisors, and Senior Management During the reporting period, the company completed the re-election of its board of directors, forming the fourth board and appointing senior management - The company completed the re-election of its board of directors on June 19, 2025, and July 7, 2025, forming the fourth board and appointing senior management[80] - He Rongming was elected as Chairman and General Manager, and Xie Zhenmei was appointed as Chief Financial Officer[81] - The company no longer has a board of supervisors, with its functions now exercised by the board's audit committee[80] Profit Distribution and Capital Reserve Conversion to Share Capital in Current Period The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period[82] Implementation of Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures During the reporting period, the company had no equity incentive plans but implemented its first employee stock ownership plan - The company had no equity incentives during the reporting period[83] - The company's first employee stock ownership plan completed stock purchases on March 4, 2024, with a 12-month lock-up period, which expired on March 4, 2025[85] - As of the disclosure date of this report, all shares held under the company's first employee stock ownership plan have been sold[86] - The company's controlling shareholder and actual controller did not participate in this employee stock ownership plan[85] Environmental Information Disclosure The company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law, and no environmental accidents occurred during the reporting period - The listed company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law[87] - During the reporting period, the company had no environmental accidents[87] Social Responsibility The company is committed to improving corporate governance, protecting the rights of investors and creditors, safeguarding employee interests, promoting win-win cooperation in the supply chain, strengthening environmental protection and sustainable development, and actively participating in social welfare activities - The company has established a governance structure with checks and balances among the shareholders' meeting, board of directors, and management, and has set up four specialized committees: Audit, Strategy, Nomination, and Remuneration & Assessment[88] - The company promptly conveys information to investors through diversified channels such as announcements, performance briefings, and the interactive platform, and strictly implements its profit distribution policy[89] - During the reporting period, the company timely paid the annual interest on Zhongqi Convertible Bonds, with the convertible bond's tracking rating maintained at A+ and credit rating stable[91] - All company employees have signed labor contracts, legally contribute to social security and housing provident funds, receive timely salary payments, and are provided with health examinations and occupational safety training[92] - The company highly values environmental protection, adheres to the policy of energy saving, emission reduction, and circular utilization, has obtained ISO 14001 and ISO 45001 certifications, and implemented multiple pollution prevention and control measures[97][98] - The company actively fulfills its social responsibilities, pays taxes honestly and lawfully, and encourages employees to participate in social welfare activities[101] Part V Commitments Fulfilled by the Company's Actual Controller, Shareholders, Related Parties, Acquirers, and Other Committed Parties During the Reporting Period and Those Overdue and Unfulfilled as of the End of the Reporting Period During the reporting period, all commitments made by the company's actual controller, shareholders, and related parties were fulfilled on time, with no overdue unfulfilled matters - The former controlling shareholder Hainan Yuminghua, former actual controller Zhou Jun, and their related parties all duly fulfilled commitments regarding share lock-up and reduction, avoiding horizontal competition, and regulating related-party transactions[103][104][105][106][107][108][109][110][111][112] - The company, controlling shareholder, actual controller, non-independent directors, and senior management have completed fulfilling their commitments to stabilize the company's stock price[103] - The company, former controlling shareholder Hainan Yuminghua, former actual controller Zhou Jun, and directors and senior management all duly fulfilled their commitments to compensate for diluted immediate returns[103][108][109] - The company's controlling shareholder Xingkong Technology and actual controller He Rongming issued a share lock-up commitment for the transferee in the agreement transfer, pledging not to transfer shares within 18 months from the completion date of share transfer[112] - All commitments were fulfilled on time, with no overdue unfulfilled matters[113] Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties from the Listed Company During the reporting period,