Section I Definitions This section provides a glossary of common terms, company abbreviations, and key chemical product and project acronyms used throughout the report for clarity Definitions of Common Terms This chapter lists common terms and their definitions used in the report, primarily covering abbreviations for the company and its subsidiaries, as well as key chemical products and project acronyms, to ensure clear understanding of the report content - The report defines company abbreviations such as Beihua Co., Ltd., Jiayuan Environmental Protection, Dongrui Chemical, and Haiyuan Salt Chemical13 - Key chemical product and project abbreviations include PO/MTBE (Propylene Oxide/Methyl Tert-Butyl Ether), PDH (Propane Dehydrogenation), ECH (Epichlorohydrin), and C3C4 Integrated Utilization Project14 Section II Company Profile and Key Financial Indicators This section presents the company's fundamental information, contact details, and a comprehensive overview of its key accounting data and financial performance for the reporting period Company Information This section provides the company's basic registration information, including its full Chinese name, abbreviation, foreign name and its abbreviation, and the name of its legal representative - The company's full Chinese name is Beihua Group Co., Ltd., and its Chinese abbreviation is Beihua Co., Ltd.16 - The company's legal representative is Dong Hongbo16 Contacts and Contact Information This section lists the contact information for the company's Board Secretary and Securities Affairs Representative, including names, addresses, phone numbers, faxes, and email addresses, to facilitate communication with investors and relevant parties - The Board Secretary is Sun Shufang, and the Securities Affairs Representative is Xue Wenfeng17 - The contact number is 400-869-6888 ext. 601, and the email address is board@befar.com17 Brief Introduction to Changes in Basic Information This section briefly introduces the historical changes in the company's registered address and specifies the current registered address - The company's registered address is No. 888, Huanghe Fifth Road, Bincheng District, Binzhou City, Shandong Province18 - The registered address was changed from No. 869, Huanghe Fifth Road, Binzhou City, Shandong Province to the current address on January 28, 202118 Brief Introduction to Changes in Information Disclosure and Document Placement Locations This section specifies the company's designated newspapers for information disclosure, the website address for the semi-annual report, and the location where the report is available for inspection - The company's selected newspapers for information disclosure are China Securities Journal, Shanghai Securities News, Securities Times, and Securities Daily19 - The semi-annual report is published on www.sse.com.cn, and the document placement location is the company's Securities Affairs Department19 Brief Introduction to Company Shares This section provides the company's stock listing information, including stock type, listing exchange, stock abbreviation, and stock code - The company's A-shares are listed on the Shanghai Stock Exchange20 - The stock abbreviation is Beihua Co., Ltd., and the stock code is 60167820 Company's Key Accounting Data and Financial Indicators In the first half of 2025, the company's operating revenue increased by 61.36% to 7.35 billion yuan, total profit grew by 42.57%, and net profit attributable to shareholders increased by 6.01%. Net cash flow from operating activities surged by 473.32%, while net profit after deducting non-recurring gains and losses decreased by 112.59%, indicating a significant impact from non-recurring items Key Accounting Data (Jan-Jun) | Key Accounting Data | Current Period (Jan-Jun) | Prior Year Period | Change from Prior Year Period (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 7,353,860,688.51 yuan | 4,557,398,093.59 yuan | 61.36 | | Total Profit | 157,700,085.73 yuan | 110,614,069.86 yuan | 42.57 | | Net Profit Attributable to Shareholders of the Listed Company | 111,466,794.55 yuan | 105,143,983.02 yuan | 6.01 | | Net Profit Attributable to Shareholders of the Listed Company After Deducting Non-recurring Gains and Losses | -13,275,200.33 yuan | 105,460,672.46 yuan | -112.59 | | Net Cash Flow from Operating Activities | 1,311,595,582.04 yuan | 228,772,057.01 yuan | 473.32 | | Net Assets Attributable to Shareholders of the Listed Company (Period-end) | 11,422,763,387.18 yuan | 11,383,681,558.96 yuan | 0.34 | | Total Assets (Period-end) | 24,593,534,768.39 yuan | 22,956,458,805.29 yuan | 7.13 | Key Financial Indicators (Jan-Jun) | Key Financial Indicators | Current Period (Jan-Jun) | Prior Year Period | Change from Prior Year Period (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (yuan/share) | 0.05 | 0.05 | 0.00 | | Diluted Earnings Per Share (yuan/share) | 0.05 | 0.05 | 0.00 | | Basic Earnings Per Share After Deducting Non-recurring Gains and Losses (yuan/share) | 0.00 | 0.05 | -100.00 | | Weighted Average Return on Net Assets (%) | 0.97 | 0.92 | Increase of 0.05 percentage points | | Weighted Average Return on Net Assets After Deducting Non-recurring Gains and Losses (%) | -0.12 | 0.92 | Decrease of 1.04 percentage points | Non-recurring Gains and Losses Items and Amounts This section details the components and amounts of non-recurring gains and losses during the reporting period, totaling 125 million yuan, which significantly impacted the company's net profit for the current period Non-recurring Gains and Losses Items and Amounts | Non-recurring Gains and Losses Item | Amount (yuan) | | :--- | :--- | | Gains or losses from disposal of non-current assets, including the write-back of impairment provisions already made | 34,594,823.37 | | Government grants recognized in profit or loss for the current period, excluding those closely related to the company's normal operations, compliant with national policies, enjoyed according to fixed standards, and having a continuous impact on the company's profit or loss | 2,517,959.82 | | Gains or losses from changes in fair value of financial assets and financial liabilities held by non-financial enterprises, and gains or losses from disposal of financial assets and financial liabilities, excluding effective hedging activities related to normal business operations | 91,019,678.06 | | Other non-operating income and expenses apart from the above items | 17,800,962.04 | | Less: Income tax impact | 21,188,079.45 | | Minority interests impact (after tax) | 3,348.96 | | Total | 124,741,994.88 | Net Profit After Deducting Impact of Share-based Payments This section discloses net profit after deducting the impact of share-based payments, showing a 6.92% year-on-year increase to 129 million yuan for the current reporting period Net Profit After Deducting Impact of Share-based Payments | Key Accounting Data | Current Period (Jan-Jun) | Prior Year Period | Change from Prior Year Period (%) | | :--- | :--- | :--- | :--- | | Net Profit After Deducting Impact of Share-based Payments | 128,962,537.62 yuan | 120,612,150.31 yuan | 6.92 | Section III Management Discussion and Analysis This section provides an in-depth analysis of the company's industry, main business operations, core competencies, and significant financial changes, along with a discussion of potential risks Description of the Company's Industry and Main Business During the Reporting Period The company primarily engages in the production and sales of organic and inorganic chemical products, with caustic soda and propylene oxide as its main offerings. Caustic soda capacity is 610,000 tons, with granular and flake caustic soda leading in Shandong Province. Propylene oxide capacity is 510,000 tons, with leading commercial volume nationwide. The company employs diversified procurement, planned production, and a direct sales-oriented model. The chlor-alkali industry is undergoing structural adjustment, with a stable and strong caustic soda market, while the propylene oxide market faces challenges of falling prices, declining profits, and oversupply - The company's main business is the production, processing, and sales of organic and inorganic chemical products, primarily caustic soda and propylene oxide29 - Caustic soda capacity is 610,000 tons, including 200,000 tons of granular caustic soda and 200,000 tons of flake caustic soda, ranking among the top in Shandong Province29 - Propylene oxide capacity reaches 510,000 tons, with commercial volume ranking among the top nationwide, and its technology and operational level are leading among domestic chlorohydrin process manufacturers29 - The company's procurement model is diversified, including bidding for bulk raw materials, inquiry and comparison for low-value consumables, and business negotiations, with some products adopting a consignment model29 - The sales model is primarily direct sales, supplemented by distribution, actively developing manufacturing customers, strengthening strategic cooperation, and expanding overseas clients30 - The chlor-alkali industry has entered a development stage of "industrial structure adjustment and quality improvement of industry growth"31 - During the reporting period, the caustic soda market operated steadily, with supply and demand increasing, driving prices higher; the propylene oxide market experienced falling prices, declining profits, oversupply, and weak demand31 Discussion and Analysis of Operating Performance In the first half of 2025, Beihua Co., Ltd. faced severe challenges at the bottom of the chemical industry cycle but achieved operational efficiency, orderly progress in the "Beikun Plan," initial innovation results, steadfast ecological development, and enhanced safety and environmental protection through lean operations, scientific and technological breakthroughs, and strategic advancement. The company also boosted employee engagement through incentive policies, laying a foundation for its annual goals - Facing the bottom of the chemical industry cycle and a sluggish market, the company's profitability was significantly impacted, but its development resilience continued to strengthen31 - Significant achievements in production and operation efficiency: The Binzhou base's 350MW large unit commenced commercial operation; chemical and Dongrui plant areas achieved "zero" unplanned shutdowns; Binhua New Materials' PO and MTBE output exceeded targets; the electronic-grade hydrofluoric acid unit achieved standard production for the first time; and the chlorohydrin process for propylene oxide calcium saponification technology passed expert acceptance31 - Robust progress in the "Beikun Plan": The National Regional Special Hazardous Waste Centralized Disposal Center project completed preliminary procedures; the pilot base project completed scheme design; and the C4 downstream high-value-added product integration project achieved 90% model review with high quality32 - Initial success in innovation breakthroughs: Collaborated with Shandong University to establish the "China Science and Technology and Industry Integration Research Center"; FHPECH new process completed the technology license for the first industrial-scale unit32 - Steadfast ecological development: Deepened overseas resource surveys to support the "near-zero carbon park + green raw materials + localized operation" strategy; Singapore company achieved good results in trade and risk hedging32 - New level in safety and environmental protection: No serious injuries or above accidents occurred in the first half of the year; hazardous waste self-disposal rate reached 97%; successfully passed the central environmental inspection32 - Incentives empowered all employees: The first phase of TUP incentives was realized; the PO/MTBE project team received significant project awards; completed the sale and monetization of unlocked shares from the first employee stock ownership plan and the realization of the first unlocking period's allocation for the second employee stock ownership plan33 Analysis of Core Competencies During the Reporting Period The company's core competencies include an effective management system integrating international standards and years of experience for stable production and cost control; a comprehensive circular economy industrial chain ensuring self-sufficiency of production factors and cost advantages; industry-leading technology and equipment; superior product quality and reputation; and a pragmatic, dedicated corporate culture - Established an effective management system that integrates international standards and years of management experience, achieving full process control to ensure stable production and cost control34 - Developed a comprehensive and complementary circular economy industrial chain, forming an integrated circular economy industrial model where production factors like water, electricity, and raw salt are self-sufficient, reducing production costs and enriching the product structure34 - Possesses industry-leading technology and equipment levels, with multiple production units introducing internationally advanced process technologies, becoming an industry benchmark34 - Achieved significant product quality advantages, with the purity levels of main products being higher than similar products in the industry, enjoying a good reputation in the market34 - Benefits from a dedicated and professional corporate culture, with leaders at all levels being pragmatic and diligent, and employees being dedicated and committed34 Main Operating Performance During the Reporting Period In the first half of 2025, the company's operating revenue increased by 61.36% to 7.35 billion yuan, and net profit attributable to shareholders grew by 6.01% to 111 million yuan. Revenue growth was primarily driven by increased sales from new facilities at subsidiary Binhua New Materials. Net profit growth resulted from a larger decrease in raw material and energy costs compared to product price declines, leading to an improved gross profit margin. This section also details abnormal changes in key financial statement items and their causes - In the first half of 2025, operating revenue reached 7.35 billion yuan, an increase of 2.80 billion yuan from the prior year period, representing a 61.36% year-on-year growth35 - Net profit attributable to shareholders of the listed company was 111 million yuan, an increase of 6 million yuan from the prior year period, representing a 6.01% year-on-year growth35 - The increase in operating revenue was mainly due to the commissioning of new facilities at subsidiary Binhua New Materials and the resulting increase in product sales35 - The growth in net profit attributable to shareholders was primarily due to a larger decrease in the prices of main raw materials and energy costs compared to the decrease in product selling prices, leading to an increase in the company's gross profit margin35 2025 H1 Gross Profit and Net Profit Impact Analysis (Unit: 10,000 yuan) | Item | Impact on Gross Profit | Impact on Net Profit | | :--- | :--- | :--- | | Impact of product selling price changes | -810.50 | -607.87 | | Impact of raw material price changes | 17,080.96 | 12,810.73 | | Impact of energy cost changes | 4,061.38 | 3,046.05 | | Impact of product sales volume changes | -4,979.42 | -3,734.57 | | Total | 15,352.42 | 11,514.34 | Explanation of Abnormalities and Reasons for Key Consolidated Financial Statement Items This section details significant changes in several consolidated financial statement items. Cash and cash equivalents surged by 197.83% due to increased operating cash flow and reduced investment expenditures. Changes in fixed assets and construction in progress were primarily influenced by the capitalization of Binhua New Materials' PO/MTBE facilities. Short-term borrowings and contract liabilities significantly increased due to higher borrowings and advance payments. Minority interests grew by 1503.17% due to the addition of a new controlled subsidiary. Increases in operating revenue and costs were both attributed to higher sales from Binhua New Materials' operational facilities - Cash and cash equivalents increased by 197.83%, mainly due to the combined effect of increased operating cash flow and decreased investment cash flow in the current period36 - Financial assets held for trading decreased by 35.85%, mainly due to a decrease in the fair value of the company's open futures positions compared to the beginning of the period36 - Fixed assets increased by 44.55%, and construction in progress decreased by 93.13%, mainly due to the capitalization of subsidiary Binhua New Materials' PO/MTBE facilities38 - Short-term borrowings increased by 34.06%, and contract liabilities increased by 175.08%, mainly due to an increase in the company's borrowings and advance payments for contracts in the current period38 - Minority interests increased by 1503.17%, mainly due to the addition of a new controlled subsidiary, Changying Company, in the current period39 - Operating revenue increased by 61.36%, and operating costs increased by 69.62%, mainly due to the commissioning of subsidiary Binhua New Materials' facilities and increased product sales in the current period39 - Total profit increased by 42.57%, and income tax expense increased by 752.41%, mainly due to an increase in the company's operating profit and non-operating income in the current period40 (I) Main Business Analysis This section analyzes changes in key financial statement accounts. Significant increases in operating revenue and operating costs are primarily attributed to the commissioning of new facilities and increased sales at subsidiary Binhua New Materials. Financial expenses rose due to increased interest expenses and exchange losses. Net cash flow from operating activities surged by 473.32%, driven by production and sales from the C3C4 project, higher operating profit, and VAT refund. Net cash flow from investing activities significantly improved as investment decreased due to the C3C4 project's official production. Net cash flow from financing activities decreased due to reduced borrowings Financial Statement Related Account Fluctuation Analysis Table (Unit: Yuan) | Account | Current Period Amount | Prior Year Period Amount | Change Ratio (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 7,353,860,688.51 | 4,557,398,093.59 | 61.36 | | Operating Costs | 6,728,285,242.42 | 3,966,731,128.31 | 69.62 | | Financial Expenses | 193,084,873.24 | 132,879,109.91 | 45.31 | | Net Cash Flow from Operating Activities | 1,311,595,582.04 | 228,772,057.01 | 473.32 | | Net Cash Flow from Investing Activities | -195,290,954.38 | -959,490,222.62 | 79.65 | | Net Cash Flow from Financing Activities | -258,171,167.24 | 813,289,598.57 | -131.74 | - Changes in operating revenue and operating costs are mainly due to the commissioning of subsidiary Binhua New Materials' facilities and increased product sales in the current period4243 - Net cash flow from operating activities significantly increased, mainly due to the official production and sales of the C3C4 project, increased operating profit, and a substantial VAT refund received43 - Changes in net cash flow from investing activities are mainly due to the official production of the C3C4 project, leading to a decrease in investment amount compared to the prior year period43 - Changes in net cash flow from financing activities are mainly due to a decrease in the company's borrowing amount compared to the prior year period43 (III) Analysis of Assets and Liabilities This section details changes in the company's balance sheet items. Cash and cash equivalents at period-end increased by 197.83% year-on-year, driven by higher operating cash flow and reduced investment expenditures. Fixed assets grew by 44.55%, while construction in progress decreased by 93.13%, both due to the capitalization of Binhua New Materials' PO/MTBE facilities. Short-term borrowings and contract liabilities increased by 34.06% and 175.08%, respectively, reflecting higher borrowings and advance payments. The total book value of major restricted assets at period-end was 9.58 billion yuan, primarily for C3C4 Integrated Utilization Project mortgage loans Asset and Liability Status Changes (Unit: Yuan) | Item Name | Current Period End Amount | Current Period End Amount as % of Total Assets | Prior Year End Amount | Prior Year End Amount as % of Total Assets | Change from Prior Year End (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 2,260,386,551.33 | 9.19 | 758,946,702.73 | 3.31 | 197.83 | | Financial Assets Held for Trading | 3,363,151.89 | 0.01 | 5,242,555.47 | 0.02 | -35.85 | | Prepayments | 618,047,435.77 | 2.51 | 330,778,846.70 | 1.44 | 86.85 | | Fixed Assets | 13,528,265,181.51 | 55.01 | 9,358,968,224.18 | 40.77 | 44.55 | | Construction in Progress | 316,289,460.95 | 1.29 | 4,601,508,838.79 | 20.04 | -93.13 | | Short-term Borrowings | 3,256,697,191.14 | 13.24 | 2,429,344,905.54 | 10.58 | 34.06 | | Taxes Payable | 86,301,613.84 | 0.35 | 37,531,378.15 | 0.16 | 129.95 | | Contract Liabilities | 375,918,375.92 | 1.53 | 136,658,766.00 | 0.60 | 175.08 | | Specific Reserves | 31,316,140.58 | 0.12 | 6,683,505.45 | 0.03 | 368.56 | | Minority Interests | 13,562,353.06 | 0.06 | -966,553.63 | -0.00 | 1503.17 | - As of the end of the reporting period, the total book value of major restricted assets was 9,575,604,605.37 yuan, primarily for C3C4 Integrated Utilization Project mortgage loans47 (IV) Analysis of Investment Status This section analyzes the company's investment status. At the end of the reporting period, the balance of long-term equity investments was 2.28 billion yuan, a 2.22% decrease year-on-year; the balance of other equity instrument investments was 677 million yuan, with no change. The company holds 49% equity in Huanghe Delta Science and Technology Entrepreneurship Development Co., Ltd., 30% in CNOOC Binzhou New Energy Co., Ltd., and 35.60% in Shandong Lubei Enterprise Group Corporation. The company also engaged in derivative investments for hedging purposes, with a period-end book value of 3.36 million yuan for futures contracts, accounting for 0.0293% of net assets, aimed at offsetting product and raw material price fluctuation risks Overall Analysis of External Equity Investments (Unit: 10,000 yuan) | Indicator | Amount | Change (%) | | :--- | :--- | :--- | | Long-term Equity Investment Balance at Period-end | 228,390.02 | -2.22% | | Other Equity Instrument Investment Balance at Period-end | 67,736.86 | 0.00% | - The company holds 49% equity in Huanghe Delta Science and Technology Entrepreneurship Development Co., Ltd., 30% equity in CNOOC Binzhou New Energy Co., Ltd., and 35.60% equity in Shandong Lubei Enterprise Group Corporation, among others5051 Derivative Investment Status (Unit: 10,000 yuan) | Derivative Investment Type | Beginning of Period Book Value | Current Period Fair Value Change Gain/Loss | Period-end Book Value | Period-end Book Value as % of Company's Net Assets | | :--- | :--- | :--- | :--- | :--- | | Futures Contracts | 524.26 | -175.82 | 336.32 | 0.0293 | - Derivative investments are for hedging purposes, aiming to offset product and raw material price fluctuation risks and promote stable development of the main business5354 - The company has formulated the "Futures and Derivative Hedging Business Management System" and established a sound organizational structure and risk control measures54 (VI) Analysis of Major Holding and Participating Companies This section presents the financial performance of the company's major holding and participating subsidiaries. Subsidiaries such as Dongrui Chemical, Haiyuan Salt Chemical, Huanghe Delta Thermal Power, and Singapore Changxin all achieved profitability. Participating company Lubei Group reported negative operating profit and net profit for the period, while CNOOC Asphalt achieved profitability. The operating conditions of these companies directly impact the company's consolidated financial performance Major Holding and Participating Company Financial Information (Unit: 10,000 yuan) | Company Name | Company Type | Registered Capital | Total Assets | Net Assets | Operating Revenue | Operating Profit | Net Profit | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Dongrui Chemical | Subsidiary | 150,000.00 | 414,384.57 | 249,380.15 | 120,050.38 | 8,649.22 | 6,310.13 | | Haiyuan Salt Chemical | Subsidiary | 10,000.00 | 62,519.55 | 48,300.74 | 11,353.44 | 5,124.33 | 4,061.61 | | Huanghe Delta Thermal Power | Subsidiary | 38,500.00 | 205,196.50 | 74,428.01 | 56,774.22 | 13,478.87 | 10,942.84 | | Lubei Group | Associate | 169,630.84 | 2,402,317.47 | 557,247.58 | 607,913.66 | -2,758.58 | -7,971.94 | | CNOOC Asphalt | Associate | 28,000.00 | 319,322.25 | 225,569.35 | 528,639.87 | 15,802.30 | 11,774.11 | | Singapore Changxin | Subsidiary | 2 million USD | 97,262.59 | 8,221.64 | -267.54 | 7,224.95 | 6,019.20 | Other Disclosure Matters This section discloses significant risks the company may face, including macroeconomic fluctuations, intensified industry competition, volatility in major raw material prices, and policy adjustment risks. These risks could adversely affect the company's profitability and operations - Macroeconomic fluctuation risk: The chlor-alkali industry is highly correlated with national economic development, and a slowdown or fluctuation in economic growth will adversely affect the company's profitability57 - Industry competition risk: Homogeneous competition among domestic chlor-alkali enterprises is intensifying; if the company cannot consolidate and enhance its cost advantage, it will face the risk of declining product competitiveness57 - Major raw material price fluctuation risk: Rising raw material costs will increase production costs, while falling costs may lead to inventory impairment losses, and significant short-term fluctuations will adversely affect production and operations57 - Policy risk: Adjustments in national industrial and environmental policies may pose risks to the company's production and operations, although the company's existing products and investment projects comply with current policy requirements58 Section IV Corporate Governance, Environment, and Society This section details changes in the company's corporate governance structure, profit distribution plans, employee incentive programs, environmental information disclosure, and social responsibility initiatives Changes in the Company's Directors and Senior Management This section reports changes in the company's board of directors, primarily involving Mr. Song Shuhua's election as an employee director and the company's governance restructuring to abolish the supervisory board, with its functions assumed by the board's audit committee - The company held a joint meeting of employee representatives on June 3, 2025, electing Mr. Song Shuhua as an employee director of the Sixth Board of Directors61 - The company abolished the supervisory board, and its relevant functions are now undertaken by the Board's Audit Committee61 Profit Distribution or Capital Reserve Conversion Plan The company's board of directors approved the 2025 semi-annual profit distribution plan, proposing a cash dividend of 0.10 yuan (tax inclusive) per 10 shares to all shareholders. The actual total distribution will be determined based on the number of shares eligible for distribution on the record date, with a commitment to maintain the per-share distribution ratio if the total share capital changes Semi-Annual Profit Distribution Plan | Indicator | Amount | | :--- | :--- | | Is distribution or conversion applicable | Yes | | Dividend per 10 shares (yuan) (tax inclusive) | 0.10 | - The actual total cash dividend distributed will be determined based on the number of shares eligible for profit distribution on the equity registration date62 - If the total share capital changes, the company intends to maintain the per-share distribution ratio and adjust the total distribution amount accordingly62 Status and Impact of the Company's Equity Incentive Plan, Employee Stock Ownership Plan, or Other Employee Incentive Measures This section outlines the progress of the company's equity incentive and employee stock ownership plans. The company has repurchased and canceled some restricted shares, completed the monetization of unlocked shares from the first employee stock ownership plan, and fulfilled the first unlocking period's allocation for the second employee stock ownership plan - The company reviewed and approved the "Proposal on Repurchasing and Canceling Part of Restricted Shares and Adjusting the Repurchase Price"63 - The company's first employee stock ownership plan has completed the sale of unlocked shares63 - On May 21, 2025, the company completed the repurchase and cancellation procedures for 1.2 million restricted shares under its equity incentive plan63 Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information by Law This section lists the company and its five major subsidiaries included in the list of enterprises required to disclose environmental information by law, providing an index for report inquiries, demonstrating the company's compliance with environmental information transparency - The company and 5 major subsidiaries are included in the list of enterprises required to disclose environmental information by law64 - These include Beihua Group Co., Ltd., Shandong Binhua Dongrui Chemical Co., Ltd., Huanghe Delta (Binzhou) Thermal Power Co., Ltd., Shandong Binzhou Jiayuan Environmental Protection Co., Ltd., and Shandong Binhua New Materials Co., Ltd.64 Specific Progress in Consolidating and Expanding Poverty Alleviation Achievements, Rural Revitalization, and Other Initiatives This section showcases the company's social responsibility practices in poverty alleviation and rural revitalization, demonstrating support for local farmers by investing funds to purchase specialty agricultural products from Fengjie County, Chongqing City, and Queshan County, Zhumadian City, Henan Province, through consumer-based poverty alleviation - The company actively responded to the requirements of the Binzhou Municipal Party Committee and Municipal Government for east-west collaboration and paired assistance, continuously carrying out consumer-based poverty alleviation65 - Invested 288,000 yuan to purchase specialty agricultural product navel oranges from Fengjie County, Chongqing City65 - Invested 56,900 yuan to purchase selenium-rich rice from Queshan County, Zhumadian City, Henan Province, promoting local farmer development through procurement assistance65 Section V Significant Matters This section reports on the fulfillment of commitments, significant related party transactions, and major contract performance, particularly regarding guarantees, during the reporting period Fulfillment of Commitments This section reports on the fulfillment of various commitments by the company's actual controllers, shareholders, related parties, and the company itself, both during and continuing into the reporting period. All commitments related to share lock-ups and measures to mitigate dilution of immediate returns from refinancing have been timely and strictly fulfilled - Share lock-up commitments by senior executives such as Zhang Zhongzheng, Liu Hongan, Yu Jiang, and Kong Xiangjin have been strictly fulfilled, meaning no more than 25% of their shares are transferred annually during their tenure, and no transfers occur within six months after resignation67 - Commitments by senior executives such as Yu Jiang, Ren Yuanbin, Liu Hongan, and Dong Hongbo regarding measures to mitigate dilution of immediate returns from public issuance of convertible corporate bonds and non-public issuance of A-shares have been timely fulfilled67 - All commitments have been timely and strictly fulfilled, with no unfulfilled commitments67 Significant Related Party Transactions This section discloses significant related party transactions involving the purchase and sale of goods, and the provision and receipt of services between the company and its related parties. These transactions are part of the company's normal operations, aimed at achieving complementary resource advantages, reducing procurement costs, and expanding sales channels. Related party transaction prices adhere to fair pricing principles, determined by government pricing, market prices, or cost plus reasonable profit Related Party Transactions for Purchase and Sale of Goods, Provision and Receipt of Services (Unit: Yuan) | Related Party Transaction Category | Related Party Name | Related Transaction Content | Actual Amount Incurred in H1 2025 | | :--- | :--- | :--- | :--- | | Sales of goods, provision of services to related parties | CNOOC Asphalt Co., Ltd. | Sales of steam, hydrogen, caustic soda products, etc. | 39,039,969.75 | | | Shandong Binhua Investment Co., Ltd. and its subsidiaries | Sales of caustic soda, hydrogen, auxiliaries, equipment, collection of design, installation, freight fees, etc. | 7,128,560.18 | | | Huafang Co., Ltd. | Caustic soda, hydrogen peroxide, etc. | 12,690,809.64 | | | Shandong Lubei Enterprise Group Corporation and its subsidiaries | Sales of caustic soda, hydrogen peroxide, etc. | 2,564,742.81 | | Purchases of goods, receipt of services from related parties | Shandong Binhua Investment Co., Ltd. and its subsidiaries | Payment for operation and maintenance, testing, property management, employee benefits, catering services, etc. | 21,706,868.80 | | | Shandong Bohai Bay Port Ganghua Terminal Co., Ltd. | Terminal fees | 33,080,302.45 | | | Shandong Lubei Enterprise Group Corporation and its subsidiaries | Purchase of industrial salt | 6,460,907.75 | | Total | | | 122,672,161.38 | - Related party transactions aim to achieve complementary resource advantages between the company and its related parties, which is beneficial for the company to reduce procurement costs and expand sales channels71 - Related party transaction prices adopt fair pricing principles, determined based on government pricing or guidance prices, market prices, or actual costs plus reasonable profit71 Significant Contracts and Their Fulfillment This section discloses the company's significant guarantees during the reporting period. The company provided a joint and several liability guarantee of 37.94 million yuan for its associate, Shandong Bohai Bay Port Ganghua Terminal Co., Ltd. Additionally, the total amount of guarantees provided to subsidiaries was 444.04 million yuan, with a period-end balance of 3.996 billion yuan. The company's total guarantees (including those to subsidiaries) amounted to 4.034 billion yuan, representing 35.27% of its net assets Company External Guarantees (Excluding Guarantees to Subsidiaries) (Unit: 10,000 yuan) | Guarantor | Guaranteed Party | Guarantee Amount | Guarantee Start Date | Guarantee End Date | Guarantee Type | Is it a Related Party Guarantee | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Beihua Group Co., Ltd. | Shandong Bohai Bay Port Ganghua Terminal Co., Ltd. | 3,793.80 | 2024.02.07 | 2034.02.06 | Joint and Several Liability Guarantee | Yes | Company Guarantees to Subsidiaries (Unit: 10,000 yuan) | Indicator | Amount | | :--- | :--- | | Total Guarantee Amount to Subsidiaries Incurred in the Reporting Period | 44,403.71 | | Total Guarantee Balance to Subsidiaries at Period-end (B) | 399,589.42 | Company Total Guarantee Status (Including Guarantees to Subsidiaries) (Unit: 10,000 yuan) | Indicator | Amount | | :--- | :--- | | Total Guarantees (A+B) | 403,383.22 | | Total Guarantees as % of Company's Net Assets (%) | 35.27 | | Debt Guarantees Provided Directly or Indirectly to Guaranteed Parties with Asset-Liability Ratio Exceeding 70% (D) | 343,689.42 | | Total of the Above Three Guarantee Amounts (C+D+E) | 343,689.42 | Section VI Share Changes and Shareholder Information This section outlines changes in the company's share capital, including restricted shares, and provides detailed information on its shareholder structure and top shareholders Changes in Share Capital During the reporting period, the company's total share capital decreased by 1,200,000 shares due to the repurchase and cancellation of some restricted shares, leading to a reduction in the proportion of restricted shares from 1.37% to 1.31% and a corresponding increase in unrestricted tradable shares. This change primarily resulted from an incentive recipient no longer meeting incentive conditions due to resignation Share Capital Change Table (Unit: Shares) | Item | Quantity Before This Change | Proportion Before This Change (%) | Increase/Decrease in This Change (+, -) Subtotal | Quantity After This Change | Proportion After This Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 28,200,000 | 1.37 | -1,200,000 | 27,000,000 | 1.31 | | II. Unrestricted Tradable Shares | 2,029,836,276 | 98.63 | 0 | 2,029,836,276 | 98.69 | | III. Total Shares | 2,058,036,276 | 98.63 | -1,200,000 | 2,056,836,276 | 100 | - In the company's 2024 Restricted Stock Incentive Plan, incentive recipient Gao Hui resigned for personal reasons and no longer met the incentive conditions; the 1,200,000 restricted shares granted to him but not yet vested were repurchased and canceled by the company during the reporting period79 (II) Changes in Restricted Shares This section details changes in restricted shares, with a decrease of 1,200,000 restricted shares during the reporting period, bringing the total restricted shares at period-end to 27,000,000 shares. This reduction was due to the company's repurchase and cancellation of unvested restricted shares held by a resigned participant from the 2024 Restricted Stock Incentive Plan Restricted Share Change Status (Unit: Shares) | Shareholder Name | Restricted Shares at Beginning of Period | Restricted Shares Released in Reporting Period | Restricted Shares Increased in Reporting Period | Restricted Shares at End of Reporting Period | Reason for Restriction | | :--- | :--- | :--- | :--- | :--- | :--- | | Incentive Recipients of the Company's 2024 Restricted Stock Incentive Plan | 28,200,000 | 0 | 0 | 27,000,000 | Equity Incentive | | Total | 28,200,000 | 0 | 0 | 27,000,000 | / | - The 1,200,000 share decrease in restricted shares during the reporting period was due to the company's repurchase and cancellation of unvested restricted shares held by a resigned participant from the 2024 Restricted Stock Incentive Plan81 Shareholder Information As of the end of the reporting period, the company had 79,670 common shareholders. Among the top ten shareholders, Binzhou Heyi Industrial Investment Partnership (Limited Partnership) was the largest shareholder, holding 8.40% of shares and increasing its stake by 27,153,372 shares during the period. Some shareholders' shares were pledged, including Binzhou Heyi Industrial Investment Partnership (Limited Partnership) and Yu Jiang. The company also disclosed the shareholdings of the top ten restricted shareholders, primarily participants in the equity incentive plan - As of the end of the reporting period, the total number of common shareholders was 79,67082 Top Ten Shareholders' Shareholding Status at Period-end (Excluding Shares Lent Through Securities Lending) (Unit: Shares) | Shareholder Name | Increase/Decrease in Reporting Period | Shares Held at Period-end | Proportion (%) | Number of Restricted Shares Held | Share Status | Quantity | Shareholder Nature | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Binzhou Heyi Industrial Investment Partnership (Limited Partnership) | 27,153,372 | 172,831,482 | 8.40 | 0 | Pledged | 72,000,000 | Other | | Zhang Zhongzheng | 0 | 119,729,600 | 5.82 | 0 | Unpledged | 0 | Domestic Natural Person | | Binzhou Antai Holding Group Co., Ltd. | 0 | 42,274,565 | 2.06 | 0 | Unpledged | 0 | State-owned Legal Person | | Shi Qinling | 0 | 40,655,800 | 1.98 | 0 | Unpledged | 0 | Domestic Natural Person | | Yu Jiang | 0 | 36,331,000 | 1.77 | 20,500,000 | Pledged | 6,300,000 | Domestic Natural Person | | Wang Liming | 0 | 25,917,200 | 1.26 | 0 | Unpledged | 0 | Domestic Natural Person | | Beihua Group Co., Ltd. - Second Employee Stock Ownership Plan | 0 | 25,529,000 | 1.24 | 0 | Unpledged | 0 | Other | | Tibet Shenzhoumu Fund Management Co., Ltd. - Shenzhoumu Quantum No. 1 Private Securities Investment Fund | -190,000 | 25,360,000 | 1.23 | 0 | Unpledged | 0 | Other | | Beihua Group Co., Ltd. - First Employee Stock Ownership Plan | -16,500,953 | 22,899,000 | 1.11 | 0 | Unpledged | 0 | Other | | China Merchants Bank Co., Ltd. - Southern CSI 1000 ETF | 1,988,200 | 18,991,500 | 0.92 | 0 | Unpledged | 0 | Other | - The company's largest shareholder, Binzhou Heyi Industrial Investment Partnership (Limited Partnership), increased its stake by 27,153,372 shares in the current period, accounting for 1.32% of the company's total share capital, and now holds 172,831,482 shares, representing 8.40% of the total share capital86 Top Ten Restricted Shareholders' Shareholding and Restriction Conditions (Unit: Shares) | No. | Name of Restricted Shareholder | Number of Restricted Shares Held | Time When Tradable | Restriction Conditions | | :--- | :--- | :--- | :--- | :--- | | 1 | Yu Jiang | 20,500,000 | Vests based on achievement of restricted stock vesting conditions | Restricted Stock Incentive Plan Restriction | | 2 | Dong Hongbo | 1,200,000 | Vests based on achievement of restricted stock vesting conditions | Restricted Stock Incentive Plan Restriction | | 3 | Cai Yinghui | 1,200,000 | Vests based on achievement of restricted stock vesting conditions | Restricted Stock Incentive Plan Restriction | | 4 | Core Management Personnel (6 persons) | 4,100,000 | Vests based on achievement of restricted stock vesting conditions | Restricted Stock Incentive Plan Restriction | Section VII Bond-Related Information This section confirms the absence of corporate bonds, enterprise bonds, non-financial enterprise debt financing instruments, and convertible corporate bonds during the reporting period Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments This section explicitly states that the company had no outstanding corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments during the reporting period - The company has no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments91 Convertible Corporate Bonds This section states that the company had no convertible corporate bonds during the reporting period - The company has no convertible corporate bonds91 Section VIII Financial Report This section presents the company's unaudited consolidated and parent company financial statements, including detailed notes on accounting policies, taxation, and specific financial items, along with supplementary disclosures Audit Report This section explicitly states that the company's 2025 semi-annual report was unaudited - This semi-annual report is unaudited5 Financial Statements This section includes the company's consolidated and parent company financial statements for the first half of 2025, specifically the balance sheet, income statement, cash flow statement, and statement of changes in owners' equity, comprehensively reflecting the company's financial position and operating results at the end of the reporting period - This section includes 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 Owners' Equity, and Parent Company Statement of Changes in Owners' Equity939699103106110113118 Company Basic Information This section outlines the company's establishment history, share capital evolution, registration information, and business scope. Established in 2007, the company's share capital, after multiple capitalizations and convertible bond conversions, currently stands at 2,056,836,276.00 yuan. Since June 30, 2020, the company has had no controlling shareholder or actual controller, primarily engaging in the production and sales of chemical products such as propylene oxide and caustic soda - Beihua Group Co., Ltd. was established on September 28, 2007, and its share capital, after multiple capitalizations and convertible bond conversions, currently stands at 2,056,836,276.00 yuan122123 - The company's unified social credit code for its business license is 91370000166926751K, and its legal representative is Dong Hongbo123 - Since June 30, 2020, when the original actual controller terminated their concerted action relationship, the company has had no controlling shareholder or actual controller123 - The company's business scope includes the production and sales of organic and inorganic chemical products such as propylene oxide, caustic soda, sodium hydroxide, epichlorohydrin, and hydrochloric acid124 Basis of Financial Statement Preparation This section elaborates on the basis for preparing the company's financial statements, which assumes going concern and strictly adheres to enterprise accounting standards and relevant significant accounting policies and estimates. The company confirms its ability to continue as a going concern for at least 12 months from the end of the reporting period, with no significant matters affecting this ability - These financial statements are prepared on a going concern basis, in accordance with the relevant provisions of enterprise accounting standards and based on actual transactions and events125 - The company has the ability to continue as a going concern for at least 12 months from the end of the reporting period, with no significant matters affecting this ability126 Significant Accounting Policies and Accounting Estimates This section details the significant accounting policies and estimates adopted by the company in preparing its financial statements, covering key areas such as recognition and measurement of financial instruments, revenue recognition, asset impairment provisions, depreciation of fixed assets, and amortization of intangible assets. The company emphasizes that its accounting policies and estimates are based on its operational characteristics and the requirements of enterprise accounting standards, and it explains the judgments and assumptions that may affect the reported amounts - The company determines specific accounting policies and estimates based on its operational characteristics, primarily reflected in bad debt provisions for receivables, inventory valuation methods, inventory impairment provisions, depreciation of fixed assets, amortization of intangible assets, and revenue recognition and measurement127 - The company's financial assets are classified as measured at amortized cost, measured at fair value through other comprehensive income, and measured at fair value through profit or loss143 - Revenue recognition principle is to recognize revenue when the performance obligations in the contract are satisfied, i.e., when the customer obtains control of the related goods190 - Inventories are measured at the lower of cost and net realizable value, with impairment provisions made for the difference when cost exceeds net realizable value for individual inventories166 - Fixed assets are depreciated using the straight-line method over their useful lives, with buildings and structures depreciated over 15-30 years, and machinery and equipment over 5-25 years173174 - Intangible assets (such as land use rights, non-patent technologies, software usage rights, and capacity indicators) are amortized using the straight-line method over their useful lives177 Taxation This section details the main tax categories, tax bases, and applicable tax rates for the company and its subsidiaries, including VAT, corporate income tax, and property tax. It also discloses tax incentives enjoyed by the company, such as subsidiary Shandong Binhua Hydrogen Energy Co., Ltd. benefiting from a 15% corporate income tax rate as a high-tech enterprise, and several subsidiaries enjoying a 20% corporate income tax preference as small low-profit enterprises Main Tax Categories and Tax Rates | Tax Category | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax (VAT) | Sales of goods or provision of taxable services | 9%, 13% | | Corporate Income Tax | Taxable income | 15%, 17%, 20%, 22%, 25% | | Property Tax | 1.2% of the original value of the property after a one-time deduction of 30% | 1.2%, 12% | | Education Surcharge | Amount of turnover tax actually paid | 3% | | Local Education Surcharge | Amount of turnover tax actually paid | 2% | | Resource Tax | Sales amount of taxable product raw salt | 5% | - Subsidiary Shandong Binhua Hydrogen Energy Co., Ltd. was recognized as a high-tech enterprise and is subject to a 15% corporate income tax rate for the year 2025210 - Several subsidiaries qualify for the small low-profit enterprise tax reduction policy, with 25% of their taxable income recognized and a 20% corporate income tax rate applied211212 Notes to Consolidated Financial Statement Items This section provides detailed notes for each item in the consolidated financial statements, including cash and cash equivalents, financial assets held for trading, notes receivable, accounts receivable, inventories, fixed assets, construction in progress, short-term borrowings, accounts payable, contract liabilities, operating revenue and costs, investment income, and income tax expenses. These notes explain the period-end balances, beginning balances, current period changes, and their main reasons, offering specific data to understand the company's financial position and operating results - The period-end balance of cash and cash equivalents is 2,260,386,551.33 yuan, of which 927,377,360.31 yuan is restricted213 - The period-end balance of notes receivable is 416,573,720.25 yuan, including 307,559,907.63 yuan in bank acceptance bills that have been endorsed or discounted but are not yet due at the balance sheet date217219 - The period-end book value of fixed assets is 13,528,029,696.88 yuan, with 5,100,380,850.29 yuan transferred from construction in progress in the current period276277 - The period-end book value of construction in progress is 297,666,830.95 yuan, with 4,200,749,723.90 yuan from the C3C4 Integrated Utilization Project transferred to fixed assets in the current period283286 - The period-end balance of short-term borrowings is 3,256,697,191.14 yuan, primarily comprising guaranteed borrowings, credit borrowings, letter of credit financing, and bill discount borrowings319 - Operating revenue for the current period was 7,353,860,688.51 yuan, and operating costs were 6,728,285,242.42 yuan, mainly from main business operations361 - Investment income for the current period was 38,699,941.32 yuan, mainly from investment income generated from the disposal of financial assets held for trading376 Research and Development Expenses This section details the company's R&D expenses during the reporting period, totaling 60,700,433.90 yuan, primarily comprising employee compensation, direct inputs, and outsourced R&D fees. All R&D expenses were expensed and not capitalized R&D Expenses by Nature of Expense (Unit: Yuan) | Item | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Employee Compensation | 50,578,570.35 | 34,146,331.42 | | Fees for R&D Activities Entrusted to External Institutions or Individuals | 1,220,000.00 | 14,946,240.45 | | Direct Inputs | 5,931,012.11 | 8,662,362.20 | | Depreciation Expense | 131,232.12 | 709,430.86 | | Other | 2,839,619.32 | 3,114,581.96 | | Total | 60,700,433.90 | 61,578,946.89 | | Of which: Expensed R&D Expenditures | 60,700,433.90 | 61,578,946.89 | | Capitalized R&D Expenditures | 0 | 0 | - All R&D expenses in the current period have been expensed, with no capitalized R&D expenditures408 Changes in Consolidation Scope This section reports changes in the company's consolidation scope in 2025, including the establishment of four new subsidiaries and the deregistration of seven subsidiaries, reflecting adjustments to the company's business structure and strategic layout - In 2025, the company established Binhua (Yangxin) Green Energy Co., Ltd., Shandong Binhua Changying Aquatic Technology Co., Ltd., Changyun (Hainan) Supply Chain Management Co., Ltd., and Guangdong Hengqin Changyue Management Consulting Co., Ltd.410 - In 2025, the company deregistered Shandong Binhua Changyue New Materials Co., Ltd., Shandong Binhua Liquid Hydrogen Energy Technology Co., Ltd., Shandong Binhua Hydrogen Energy Technology Co., Ltd., Shandong Binhua Photovoltaic Power Generation Service Co., Ltd., Shandong Binhua Chuhe New Energy Co., Ltd., Shandong Binhua Churen New Energy Co., Ltd., and Shandong Zhonghe Energy Storage Technology Co., Ltd.410 Interests in Other Entities This section details the company's interests in subsidiaries, joint ventures, and associates. The company owns numerous wholly-owned subsidiaries across various sectors, including food manufacturing, professional technical services, and chemical raw materials and products manufacturing. Regarding associates, the company holds a 35.60% stake in Shandong Lubei Enterprise Group Corporation, accounted for using the equity method, and this associate reported a negative net profit for the current period - The company owns multiple wholly-owned subsidiaries, including Shandong Binhua Haiyuan Salt Chemical Co., Ltd., Shandong Binhua Dongrui Chemical Co., Ltd., and Shandong Binhua New Materials Co., Ltd.412413 - The company holds a 35.60% stake in Shandong Lubei Enterprise Group Corporation and accounts for it using the equity method418 - Shandong Lubei Enterprise Group Corporation had total assets of 24.02 billion yuan and net assets of 2.72 billion yuan at period-end, with a net loss of 79.72 million yuan for the current period419 - The total book value of investments in insignificant associates was 674 million yuan, with a total net profit of 2.26 million yuan for the current period421 Government Grants This section discloses the government grants received by the company. At period-end, the balance of liabilities related to government grants in deferred income was 30,131,178.67 yuan. Total government grants recognized in profit or loss for the current period amounted to 3,572,481.83 yuan, comprising 1,054,522.01 yuan related to assets and 2,517,959.82 yuan related to income Liability Items Involving Government Grants (Unit: Yuan) | Financial Statement Item | Beginning of Period Balance | New Grants in Current Period | Transferred to Other Income in Current Period | Other Changes in Current Period | Period-end Balance | Related to Asset/Income | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Deferred Income | 41,551,783.11 | 1,640,000.00 | 1,060,604.44 | -12,000,000.00 | 30,131,178.67 | Related to Assets, Related to Income | Government Grants Recognized in Profit or Loss for the Current Period (Unit: Yuan) | Type | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Related to Assets | 1,054,522.01 | 866,545.50 | | Related to Income | 2,517,959.82 | 3,008,899.26 | | Total | 3,572,481.83 | 3,875,444.76 | Fair Value Disclosure This section discloses the period-end fair value of the company's assets and liabilities measured at fair value, totaling 876 million yuan. Financial assets held for trading (derivative financial assets) are measured using Level 1 fair value, notes receivable financing using Level 2, and other equity
滨化股份(601678) - 2025 Q2 - 季度财报