Important Notice This section outlines the company's declarations regarding report accuracy, profit distribution plans, and key investment risk disclosures Statement by the Board of Directors, Supervisory Board, and Senior Management The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content and assume corresponding legal responsibilities - The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the report content, and assume legal responsibility3 - This semi-annual report is unaudited5 - Company head Xu Guozhong, chief financial officer Lu Yipin, and head of accounting department Liang Xiaojian declare the financial report is true, accurate, and complete5 Profit Distribution Plan The company proposes to distribute a cash dividend of 0.12 yuan (tax inclusive) per share to all shareholders for the first half of 2025, a plan approved by the Board of Directors and awaiting shareholder approval - The company proposes to distribute a cash dividend of 0.12 yuan (tax inclusive) per share to all shareholders for the first half of 20256 Risk Statement and Disclaimer Forward-looking statements in this report do not constitute substantive commitments, and investors should be aware of investment risks - Forward-looking statements in this report, such as the company's future plans and development strategies, do not constitute substantive commitments to investors; please be aware of investment risks7 - During the reporting period, there were no significant risks that materially affected the company's production and operations8 Section I Definitions This section provides clear definitions of common terms used throughout the report to ensure consistent understanding and interpretation Definitions of Common Terms This section provides definitions of common terms used in the report, including company name, controlling shareholder, major subsidiaries, and relevant laws and regulations, ensuring accurate interpretation of the report - "Guomao Shares" or "the Company" refers to Jiangsu Guomao Reducer Co., Ltd13 - "Guomao Group" refers to Guomao Reducer Group Co., Ltd., the company's controlling shareholder13 - "Reporting Period" refers to the first half of 2025, from January 1, 2025, to June 30, 202513 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 indicators Company Information and Contact Details This section introduces the company's basic registration information, legal representative, contact details, registered and office addresses, as well as information disclosure channels and stock overview, offering investors a basic understanding of the company and communication methods - The company's Chinese name is Jiangsu Guomao Reducer Co., Ltd., and its legal representative is Xu Guozhong16 - The company's stock abbreviation is "Guomao Shares," stock code "603915," listed on the Shanghai Stock Exchange21 - The company's information disclosure newspapers are "Shanghai Securities News," "China Securities Journal," "Securities Times," and its website is www.sse.com.cn[20](index=20&type=chunk) Key Accounting Data and Financial Indicators In the first half of 2025, the company's operating revenue increased by 1.71% to 1.29 billion yuan, but total profit and net profit attributable to parent company decreased by 28.73% and 26.97% respectively 2025 Semi-Annual Key Accounting Data | Indicator | Current Reporting Period (Jan-Jun) | Prior Year Period | Change from Prior Year Period (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,289,601,179.21 yuan | 1,267,980,566.38 yuan | 1.71 | | Total Profit | 118,214,525.18 yuan | 165,861,635.90 yuan | -28.73 | | Net Profit Attributable to Shareholders of Listed Company | 106,841,992.91 yuan | 146,302,783.37 yuan | -26.97 | | Net Cash Flow from Operating Activities | -18,869,568.60 yuan | 113,770,765.37 yuan | -116.59 | | Net Assets Attributable to Shareholders of Listed Company (Period-end) | 3,687,910,643.96 yuan | 3,659,766,282.33 yuan | 0.77 | | Total Assets (Period-end) | 5,202,689,261.70 yuan | 5,347,623,831.51 yuan | -2.71 | 2025 Semi-Annual Key Financial Indicators | Indicator | Current Reporting Period (Jan-Jun) | Prior Year Period | Change from Prior Year Period (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (yuan/share) | 0.16 | 0.22 | -27.27 | | Diluted Earnings Per Share (yuan/share) | 0.16 | 0.22 | -27.27 | | Basic Earnings Per Share After Deducting Non-recurring Gains and Losses (yuan/share) | 0.14 | 0.19 | -26.32 | | Weighted Average Return on Net Assets (%) | 2.88 | 4.06 | Decrease of 1.18 percentage points | | Weighted Average Return on Net Assets After Deducting Non-recurring Gains and Losses (%) | 2.52 | 3.41 | Decrease of 0.89 percentage points | - The change in net cash flow from operating activities was mainly due to a decrease in net profit, a reduction in bill discounting, and a significant amount of accounts payable from 2024 paid in cash during the current period25 Non-recurring Gains and Losses and Amounts During the reporting period, the company's total non-recurring gains and losses amounted to 13.14 million yuan, primarily including government subsidies, fair value changes in financial assets, and capital occupation fees 2025 Semi-Annual Non-recurring Gains and Losses Items | Non-recurring Gains and Losses Item | Amount (yuan) | | :--- | :--- | | Gains and losses from disposal of non-current assets | -26,232.58 | | Government grants recognized in current profit or loss | 5,346,649.89 | | Gains and losses from changes in fair value of financial assets and liabilities held by non-financial enterprises, and gains and losses from disposal of financial assets and liabilities | 8,751,205.35 | | Capital occupation fees received from non-financial enterprises recognized in current profit or loss | 726,823.56 | | Other non-operating income and expenses apart from the above | 66,213.41 | | Other gains and losses that meet the definition of non-recurring gains and losses | 649,988.92 | | Less: Income tax impact | 2,229,698.95 | | Impact on minority interests (after tax) | 141,212.01 | | Total | 13,143,737.59 | Net Profit After Deducting Share-based Payment Impact After deducting the impact of share-based payments, the company's net profit for the first half of 2025 was 108.66 million yuan, a year-on-year decrease of 26.69% Net Profit After Deducting Share-based Payment Impact | Indicator | Current Reporting Period (Jan-Jun) | Prior Year Period | Change from Prior Year Period (%) | | :--- | :--- | :--- | :--- | | Net profit after deducting share-based payment impact | 108,662,227.21 yuan | 148,225,683.91 yuan | -26.69 | Section III Management Discussion and Analysis This section offers an in-depth review of the company's industry, business operations, core competencies, and significant financial performance during the reporting period Explanation of the Company's Industry and Main Business During the Reporting Period The company primarily engages in R&D, production, and sales of reducers, categorized into gear reducers and cycloidal pinwheel reducers, widely used across various industrial sectors - The company's main business is the R&D, production, and sales of reducers, including gear reducers and cycloidal pinwheel reducers31 - Reducers are widely used in environmental protection, construction, power, chemical, food, logistics, plastics, rubber, mining, metallurgy, petroleum, cement, shipbuilding, water conservancy, ports, textiles, printing and dyeing, feed, pharmaceuticals, machine tools, and robotics industries31 - The company's operating model includes pricing/inquiry-based procurement, component stocking/build-to-order production, and direct sales/distribution sales models333435 - In the first half of 2025, national fixed asset investment increased by 2.8% year-on-year, and manufacturing investment increased by 7.5% year-on-year, indicating a stabilizing and improving trend in the reducer industry with a rebound in market demand35 Discussion and Analysis of Operations In the first half of 2025, the company progressed steadily amidst challenges, with operating revenue increasing by 1.71% but net profit attributable to parent company decreasing by 26.97% - In the first half of 2025, the company's operating revenue was 1.29 billion yuan, a year-on-year increase of 1.71%; net profit attributable to shareholders of the listed company was 106.84 million yuan, a year-on-year decrease of 26.97%37 - Sales of industrial transmission reducers (excluding precision reducers) increased by approximately 5% year-on-year, with modular reducer sales increasing by approximately 15% and high-power reducer sales increasing by approximately 13% year-on-year37 - Precision reducer business (Guomao Precision and Moduoli Transmission) saw rapid sales growth, actively expanding into embodied intelligence, high-end machine tools, and automation application fields38 - The company continuously improves operational efficiency and quality by strengthening sales management, focusing on digitalization and intelligent construction (such as the launch of the "Digital Guomao" APP and AI vertical application testing), and enhancing quality, efficiency, and cost reduction4041 - The company increased R&D investment, completed the design of approximately 3,650 customized products, and successfully developed high-end large vertical lathe and vertical drilling machine special reducer series products, as well as the first domestic ultra-large slewing drive system42 Analysis of Core Competitiveness During the Reporting Period The company's core competitiveness is reflected in its multi-dimensional marketing network, rich product matrix and customized services, excellent intelligent manufacturing and flexible production capabilities, steadily growing brand value, and strong R&D innovation capabilities - The company has built a marketing network with broad horizontal coverage and deep vertical penetration, owning 89 Class A distributors and a professional direct sales team, achieving a dual-driven model of distribution and direct sales43 - The company has a complete product line, covering numerous mid-to-high-end series such as cycloidal reducers, geared motors, industrial gearboxes, and precision reducers, producing approximately 68,000 product models in the first half of 2025 to meet customized customer needs44 - Leveraging 5G+industrial internet integration and innovation, the company built a personalized customized reducer 5G factory, with its operation management system (GOS) fully integrating MES, WMS, APS, CRM, SRM, and ERP subsystems, recognized as a "benchmark for discrete manufacturing transformation" and a national Ministry of Industry and Information Technology's first batch of excellent intelligent factories444546 - The "Guomao" brand enjoys high recognition and influence, having won multiple honors such as "China Well-known Trademark" and "Jiangsu Province High-Profile Trademark," and was selected into the Ministry of Industry and Information Technology's "Sixth Batch of Manufacturing Individual Champions"47 - The company has been deeply involved in the reducer industry for over 30 years, mastering multiple core key technologies, holding 366 domestic patents (including 75 invention patents), and actively participating in industry standard setting4748 Key Operating Performance During the Reporting Period This section details the company's key operating performance during the reporting period, including changes in financial statement items, asset and liability status, and external equity investments and financial assets measured at fair value 2025 Semi-Annual Financial Statement Related Item Changes | Item | Current Period Amount (yuan) | Prior Year Period Amount (yuan) | Change Ratio (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,289,601,179.21 | 1,267,980,566.38 | 1.71 | | Operating Cost | 1,025,691,300.22 | 973,057,930.60 | 5.41 | | Selling Expenses | 30,334,309.47 | 33,487,897.44 | -9.42 | | Administrative Expenses | 46,132,378.76 | 47,966,685.98 | -3.82 | | Financial Expenses | -1,408,129.26 | -1,857,316.75 | Not applicable | | R&D Expenses | 61,097,413.47 | 58,299,209.93 | 4.80 | | Net Cash Flow from Operating Activities | -18,869,568.60 | 113,770,765.37 | -116.59 | | Net Cash Flow from Investing Activities | -819,281,392.07 | -144,754,864.41 | Not applicable | | Net Cash Flow from Financing Activities | -105,460,548.29 | -147,513,246.22 | Not applicable | - The change in financial expenses was mainly due to a decrease in deposit interest income in the current period49 - The significant decrease in net cash flow from investing activities was mainly due to a reduction in the amount of wealth management products redeemed in the current period51 2025 Semi-Annual Asset and Liability Status Changes | Item Name | Current Period-end Amount (yuan) | Current Period-end % of Total Assets | Prior Year-end Amount (yuan) | Prior Year-end % of Total Assets | Change from Prior Year-end (%) | Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 448,995,979.86 | 8.63 | 1,895,823,524.76 | 35.45 | -76.32 | Mainly due to an increase in wealth management funds at the end of the current period | | Trading Financial Assets | 1,548,737,062.57 | 29.77 | 251,888,117.86 | 4.71 | 514.85 | Mainly due to an increase in wealth management funds at the end of the current period | | Accounts Receivable | 432,602,235.22 | 8.31 | 294,341,623.79 | 5.50 | 46.97 | Mainly due to lower collection rate requirements in mid-year compared to year-end | | Other Receivables | 3,763,898.93 | 0.07 | 857,566.20 | 0.02 | 338.90 | Mainly due to an increase in dividends receivable from Zhongzhong Science and Technology | | Dividends Receivable | 2,328,121.62 | 0.04 | 0.00 | 0.00 | Not applicable | Mainly due to an increase in dividends receivable from Zhongzhong Science and Technology | | Other Non-current Assets | 28,563,345.30 | 0.55 | 6,379,355.94 | 0.12 | 347.75 | Mainly due to an increase in equipment prepayments | | Short-term Borrowings | 0.00 | 0.00 | 6,004,748.33 | 0.11 | -100.00 | Mainly due to repayment of borrowings in the current period | | Lease Liabilities | 1,179,791.41 | 0.02 | 3,098,505.91 | 0.06 | -61.92 | Mainly due to transfer to non-current liabilities due within one year | | Dividends Payable | 183,276.28 | 0.00 | 132,420.80 | 0.00 | 38.40 | Mainly due to an increase in dividend payment obligations | - The scale of overseas assets is 0.96 million yuan, accounting for 0.02% of total assets54 - The company's main restricted assets are detailed in Section VIII "Financial Report," "VII. Notes to Consolidated Financial Statement Items," "31. Assets with Restricted Ownership or Use Rights"55 2025 Semi-Annual Overall Analysis of External Equity Investments | Investee | Current Period Investment (yuan) | Prior Period Investment (yuan) | Investment Change Ratio | | :--- | :--- | :--- | :--- | | Jienuo Transmission System (Changzhou) Co., Ltd. | 20,000,000.00 | - | -100.00% | | Guomao Precision Transmission (Changzhou) Co., Ltd. | 5,000,000.00 | 10,000,000.00 | -50.00% | | Moduoli Intelligent Transmission (Jiangsu) Co., Ltd. | 204,750,000.00 | - | -100.00% | | Suzhou Siemens Intelligent Equipment Co., Ltd. | 300,000.00 | 400,000.00 | -25.00% | 2025 Semi-Annual Financial Assets Measured at Fair Value | Asset Category | Beginning Balance (yuan) | Fair Value Change Gains/Losses in Current Period (yuan) | Amount Purchased in Current Period (yuan) | Amount Sold/Redeemed in Current Period (yuan) | Ending Balance (yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | | Trading Financial Assets | 251,888,117.86 | -13,188.90 | 2,319,823,000.01 | 1,022,960,866.40 | 1,548,737,062.57 | | Financing for Receivables | 500,329,377.03 | - | 628,400,334.12 | 691,104,434.14 | 437,625,277.01 | | Total | 752,217,494.89 | -13,188.90 | 2,948,223,334.13 | 1,714,065,300.54 | 1,986,362,339.58 | Other Disclosures The company faces risks from intensified market competition, technological upgrades and changing market demands, and rising raw material prices - The company faces risks from intensified market competition, especially in the precision reducer industry, which will face more competitors, and international trade frictions may lead to a slowdown in overseas market demand58 - The company's measures to address market competition include adhering to innovation-driven strategies, enhancing core product competitiveness, strengthening brand building, and constructing a diversified market58 - The company faces risks from technological upgrades and changing market demands, requiring timely tracking of technological innovations and development of new products to meet market needs59 - The company's measures to address technological risks include empowering through data and digitalization, continuously tracking technological development trends, increasing R&D investment, and emphasizing continuous iteration and innovation of product technology59 - The company faces risks from rising raw material prices, as major raw materials (castings, forgings, motors, bearings, etc.) account for a high proportion of its main business costs59 - The company's measures to address raw material price risks include closely monitoring price trends, strengthening market research, establishing a tiered pricing mechanism, and implementing refined and diversified procurement strategies5960 Section IV Corporate Governance, Environment, and Society This section details the company's profit distribution proposals, equity incentive plans, and environmental information disclosure status Profit Distribution or Capital Reserve Conversion Plan The company's Board of Directors has approved the 2025 semi-annual profit distribution plan, proposing a cash dividend of 1.20 yuan (tax inclusive) per 10 shares to all shareholders, pending approval by the General Meeting of Shareholders 2025 Semi-Annual Profit Distribution Plan | Indicator | Amount | | :--- | :--- | | Number of bonus shares per 10 shares (shares) | 0 | | Cash dividend per 10 shares (yuan) (tax inclusive) | 1.20 | | Number of shares converted from capital reserve per 10 shares (shares) | 0 | - This profit distribution plan was approved by the company's Tenth Meeting of the Third Board of Directors on August 27, 2025, complies with the profit distribution policy stipulated in the company's articles of association, and is subject to approval by the General Meeting of Shareholders63 Status and Impact of Company's Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company has disclosed equity incentive matters, including announcements on repurchasing and canceling some restricted shares and adjusting repurchase prices and quantities, with no subsequent progress or changes during the reporting period - The company has disclosed in temporary announcements the "Guomao Shares Announcement on Repurchasing and Canceling Part of Restricted Shares and Adjusting Repurchase Price and Quantity" and the "Guomao Shares Announcement on Notifying Creditors of Repurchasing and Canceling Part of Restricted Shares"64 - During the reporting period, there was no subsequent implementation progress or changes in related equity incentive matters64 Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information by Law Jiangsu Guomao Reducer Co., Ltd. is included in the list of enterprises required to disclose environmental information by law, and its environmental information can be queried on the National Pollutant Discharge Permit Management Information Platform - Jiangsu Guomao Reducer Co., Ltd. is included in the list of enterprises required to disclose environmental information by law65 - The environmental information disclosure report can be queried on the National Pollutant Discharge Permit Management Information Platform66 Section V Significant Matters This section covers the fulfillment of commitments, integrity status, significant related-party transactions, and the progress of raised funds utilization Fulfillment of Commitments The company's actual controllers, shareholders, and the company itself strictly fulfilled commitments related to initial public offering, including share lock-up, resolution of related-party transactions, avoidance of horizontal competition, and truthfulness of prospectus - The company's actual controllers, directors, supervisors, and senior management strictly fulfill share lock-up commitments, transferring no more than 25% of their total shares annually during their tenure, and no transfers within six months after leaving office6869 - The company commits to a year-on-year decrease of no less than 20% in procurement from Changzhou Guotai Casting Co., Ltd. annually69 - The controlling shareholder, actual controllers, and other enterprises controlled by them commit not to illegally occupy company funds and other assets, and to minimize or avoid related-party transactions, adhering to fair and reasonable principles for unavoidable related-party transactions6970 - The controlling shareholder, actual controllers, and other enterprises controlled by them commit to avoid horizontal competition with the company and to prioritize offering similar business opportunities to the company7071 - The company and its controlling shareholder and actual controllers commit that the prospectus contains no false records, misleading statements, or major omissions, and assume corresponding legal liabilities and compensation obligations717273 - The company commits not to provide financial assistance to equity incentive recipients, and equity incentive recipients commit not to transfer their restricted shares within 6 months from the date of lifting restrictions7273 Explanation of the Integrity Status of the Company, its Controlling Shareholder, and Actual Controllers During the Reporting Period During the reporting period, neither the company nor its controlling shareholder and actual controllers had any unfulfilled effective court judgments or overdue large debts, maintaining good integrity - During the reporting period, neither the company nor its controlling shareholder and actual controllers had any unfulfilled effective court judgments or overdue large debts75 Significant Related-Party Transactions The company's actual daily related-party transactions in the first half of 2025 amounted to 5.3203 million yuan, mainly including procurement of castings from Changzhou Guotai Casting Co., Ltd., procurement of goods/acceptance of services and lease of premises from Guomao Reducer Group Co., Ltd., and sales of goods to Zhongzhong Science and Technology (Tianjin) Co., Ltd., all within the estimated limits 2025 Semi-Annual Daily Related-Party Transaction Progress | Related-Party Transaction Content | Related Party | 2025 Estimated Amount (million yuan) | 2025 Semi-Annual Actual Amount (million yuan) | Exceeded Estimated Amount | | :--- | :--- | :--- | :--- | :--- | | Procurement of castings | Changzhou Guotai Casting Co., Ltd. | 4.8788 | 1.3373 | No | | Procurement of goods/acceptance of services (water, electricity, landscaping, cleaning fees, etc.) and lease of premises | Guomao Reducer Group Co., Ltd. | 8.50 | 3.9830 | No | | Sale of goods | Zhongzhong Science and Technology (Tianjin) Co., Ltd. | 15.00 | 0.00 | No | | Total | | 28.3788 | 5.3203 | | - The company's Board of Directors approved the "Proposal on Estimated Daily Related-Party Transactions for 2025" on April 25, 2025, and disclosed it on the Shanghai Stock Exchange website76 Explanation of Progress in Use of Raised Funds The company's total raised funds from its initial public offering amounted to 873.333 million yuan, with a net amount of 800 million yuan Overall Use of Raised Funds | Source of Raised Funds | Total Raised Funds (1) (million yuan) | Net Raised Funds (2) (million yuan) | Total Committed Investment of Raised Funds in Prospectus or Offering Document (3) (million yuan) | Cumulative Raised Funds Invested as of Period-end (4) (million yuan) | Investment Progress (%) (6)=(4)/(1) | | :--- | :--- | :--- | :--- | :--- | :--- | | Initial Public Offering | 873.333 | 800.00 | 800.00 | 599.1549 | 74.89 | Details of Raised Fund Investment Projects | Project Name | Planned Investment of Raised Funds (1) (million yuan) | Amount Invested This Year (million yuan) | Cumulative Raised Funds Invested as of Period-end (2) (million yuan) | Cumulative Investment Progress (%) (3)=(2)/(1) | Date Project Reached Intended Usable State | Benefits Achieved This Year (million yuan) | Benefits or R&D Achievements Achieved by This Project (million yuan) | Remaining Amount (million yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Annual Production of 350,000 Reducers Project | 450.00 | 0.00 | 423.8465 | 94.19 | December 31, 2022 | 39.7864 | 310.4545 | 38.1418 | | Annual Production of 1.6 Million Gears Project | 300.00 | 0.00 | 149.8743 | 49.96 | December 31, 2023 | 19.2604 | 46.7515 | 186.1417 | | R&D Center Construction Project | 50.00 | 1.3534 | 25.4341 | 50.87 | December 31, 2024 | - | - | 28.4625 | | Total | 800.00 | 1.3534 | 599.1549 | - | - | 59.0468 | 357.2060 | 252.7460 | - The "R&D Center Construction Project" has reached its intended usable state, and the company plans to permanently supplement working capital with the remaining raised funds of 28.4625 million yuan (including net income from wealth management and interest), which has not yet been transferred out as of the end of the reporting period83 Section VI Share Changes and Shareholder Information This section provides an overview of changes in the company's share capital and detailed information about its shareholders Changes in Share Capital During the reporting period, there were no changes in the company's total share capital and share structure - During the reporting period, there were no changes in the company's total share capital and share structure86 - On July 17, 2025, the company completed the cancellation of 2,455,950 restricted shares under the equity incentive plan, changing the total share capital to 656,632,480 shares87 - The aforementioned change in share capital does not significantly impact the company's most recent earnings per share or net assets per common share88 Shareholder Information As of the end of the reporting period, the total number of common shareholders was 32,644 - As of the end of the reporting period, the total number of common shareholders was 32,64489 Top Ten Shareholders' Shareholding as of Period-end | Shareholder Name | Number of Shares Held at Period-end (shares) | Percentage (%) | Shareholder Nature | | :--- | :--- | :--- | :--- | | Guomao Reducer Group Co., Ltd. | 333,760,000 | 50.64 | Domestic Non-State-Owned Legal Person | | Xu Bin | 52,183,222 | 7.92 | Domestic Natural Person | | Xu Guozhong | 45,640,000 | 6.92 | Domestic Natural Person | | Xu Ling | 10,263,854 | 1.56 | Domestic Natural Person | | Industrial Bank Co., Ltd. - Huaxia CSI Robotics ETF | 5,901,460 | 0.90 | Other | | Hong Kong Securities Clearing Company Limited | 5,067,984 | 0.77 | Overseas Legal Person | | China Merchants Bank Co., Ltd. - Penghua Carbon Neutral Theme Mixed Securities Investment Fund | 3,823,700 | 0.58 | Other | | China Merchants Bank Co., Ltd. - Southern CSI 1000 ETF | 2,438,020 | 0.37 | Other | | Guotai Junan Securities Co., Ltd. - Tianhong CSI Robotics ETF | 2,390,700 | 0.36 | Other | | China Life Insurance Co., Ltd. - Traditional - Ordinary Insurance Product - 005L - CT001 Shanghai | 2,304,640 | 0.35 | Other | - Xu Bin is the son of Xu Guozhong, and Xu Ling is the daughter of Xu Guozhong. Xu Guozhong and Xu Bin are the company's actual controllers, and Xu Ling is a concerted party of the actual controllers92 - The shares held by the top ten shareholders with restricted sales are all the fifth tranche of restricted shares initially granted under the company's 2020 equity incentive plan94 Section VII Bond-Related Information This section confirms the absence of corporate bonds or convertible corporate bonds during the reporting period Corporate Bonds and Convertible Corporate Bonds During the reporting period, the company had no outstanding or overdue corporate bonds, enterprise bonds, or non-financial enterprise debt financing instruments, nor any convertible corporate bonds - The company has no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments97 - The company has no convertible corporate bonds97 Section VIII Financial Report This section presents the company's unaudited financial statements, including balance sheets, income statements, cash flow statements, and detailed notes on financial items, policies, and risks Audit Report This semi-annual report is unaudited - This semi-annual report is unaudited99 Financial Statements This section includes the company's consolidated and parent company balance sheets as of June 30, 2025, consolidated and parent company income statements for January-June 2025, consolidated and parent company cash flow statements, and consolidated and parent company statements of changes in owners' equity - The consolidated balance sheet shows that as of June 30, 2025, the company's total assets were 5.20 billion yuan, total liabilities were 1.45 billion yuan, and owners' equity attributable to the parent company was 3.69 billion yuan101 - The consolidated income statement shows that for the first half of 2025, total operating revenue was 1.29 billion yuan, net profit was 108.66 million yuan, and net profit attributable to parent company shareholders was 106.84 million yuan106107 - The consolidated cash flow statement shows that for the first half of 2025, net cash flow from operating activities was -18.87 million yuan, net cash flow from investing activities was -819.28 million yuan, and net cash flow from financing activities was -105.46 million yuan113114115 Company Basic Information The company was listed on the Shanghai Stock Exchange in June 2019, primarily engaged in the production and sales of reducers - Jiangsu Guomao Reducer Co., Ltd. was listed on the Shanghai Stock Exchange in June 2019, with its main business being the production and sales of reducers126 - As of June 30, 2025, the company's registered capital was 659.09 million yuan, with Guomao Reducer Group Co., Ltd. as the controlling shareholder, and Xu Guozhong, Shen Huiping, and Xu Bin as the actual controllers126 - The company directly or indirectly controls subsidiaries such as Acorn, Fankaisite, Jienuo Transmission, Guomao Precision, Moduoli, Siemens, and Moduoli Automation, as well as branches like Longqian Machinery Branch and Moduoli Intelligent Transmission (Jiangsu) Co., Ltd. Suzhou Branch126132 Basis of Preparation of Financial Statements These financial statements are prepared in accordance with the Enterprise Accounting Standards issued by the Ministry of Finance and relevant regulations of the China Securities Regulatory Commission, on a going concern basis - These financial statements are prepared in accordance with the "Enterprise Accounting Standards" issued by the Ministry of Finance and the "No. 15 Rules for Information Disclosure by Companies Issuing Securities to the Public - General Provisions for Financial Reports" of the China Securities Regulatory Commission128 - These financial statements are prepared on a going concern basis, and the company possesses the ability to continue as a going concern for at least the next 12 months from the end of this reporting period129 Significant Accounting Policies and Accounting Estimates This section details the significant accounting policies and estimates followed by the company in preparing its financial statements, including classification and measurement of financial instruments, inventories, long-term equity investments, fixed assets, intangible assets, revenue recognition, government grants, and deferred income tax - The company classifies financial assets as those measured at amortized cost, at fair value through other comprehensive income, or at fair value through profit or loss144 - The company applies impairment accounting based on expected credit losses for financial assets measured at amortized cost, financial assets measured at fair value through other comprehensive income (debt instruments), and financial guarantee contracts152 - Inventories are classified as raw materials, revolving materials, merchandise inventory, semi-finished goods, work-in-progress, goods in transit, and consigned processing materials, valued at weighted average cost upon issuance, using the perpetual inventory system169 - The company recognizes revenue when it satisfies a performance obligation in the contract, i.e., when the customer obtains control of the related goods or services, and recognizes revenue based on the progress or point in time of performance204206 - Government grants are classified as asset-related government grants and income-related government grants, recognized when the attached conditions are met and received210 Taxation The company's main taxes include VAT (13%), Urban Maintenance and Construction Tax (5%, 7%), Corporate Income Tax (15%, 20%), Education Surcharge (3%), and Local Education Surcharge (2%) Main Tax Categories and Rates | Tax Category | Tax Rate | | :--- | :--- | | Value-Added Tax | 13% | | Urban Maintenance and Construction Tax | 5%, 7% | | Corporate Income Tax | 15%, 20% | | Education Surcharge | 3% | | Local Education Surcharge | 2% | - The company, Jienuo Transmission, Fankaisite, Moduoli, and Guomao Precision enjoy high-tech enterprise income tax preferential policies, prepaying or paying at a 15% tax rate223224 - The company, Fankaisite, Jienuo Transmission, Moduoli, and Guomao Precision enjoy a 5% additional deduction policy for VAT for advanced manufacturing enterprises224 - Siemens and Moduoli Automation enjoy small and micro enterprise income tax preferential policies, calculating taxable income at 25% and paying at a 20% tax rate224 Notes to Consolidated Financial Statement Items This section details specific items in the consolidated financial statements, including monetary funds, trading financial assets, accounts receivable, inventories, fixed assets, goodwill, undistributed profits, operating revenue and cost, R&D expenses, investment income, and cash flow from operating activities Monetary Funds Composition | Item | Period-end Balance (yuan) | Period-beginning Balance (yuan) | | :--- | :--- | :--- | | Cash on hand | 45,422.01 | 78,243.53 | | Bank deposits | 441,622,939.42 | 1,885,187,171.03 | | Other monetary funds | 7,327,618.43 | 10,558,110.20 | | Total | 448,995,979.86 | 1,895,823,524.76 | | Of which: Total funds deposited overseas | 538,019.11 | 559,319.63 | - Restricted monetary funds at period-end totaled 7.33 million yuan, mainly comprising bank acceptance bill deposits and performance guarantee deposits226 Trading Financial Assets | Item | Period-end Balance (yuan) | Period-beginning Balance (yuan) | | :--- | :--- | :--- | | Wealth management products | 1,503,487,312.57 | 206,638,367.86 | | Contingent consideration (performance commitment compensation) | 45,249,750.00 | 45,249,750.00 | | Total | 1,548,737,062.57 | 251,888,117.86 | - Accounts receivable at period-end amounted to 538.03 million yuan, with bad debt provisions of 105.42 million yuan, resulting in a book value of 432.60 million yuan, an increase of 46.97% from the beginning of the period238 - Inventory book value at period-end was 587.03 million yuan, with inventory impairment provisions and contract performance cost impairment provisions totaling 103.88 million yuan277 - Fixed assets book value at period-end was 1.04 billion yuan, a decrease of 5.18% from the beginning of the period291 - Goodwill original book value was 123.03 million yuan, with goodwill impairment provisions of 29.42 million yuan304306 - Undistributed profits at period-end amounted to 1.67 billion yuan, with dividends payable on common shares for the current period totaling 78.48 million yuan352353 2025 Semi-Annual Operating Revenue and Operating Cost | Item | Current Period Amount (Revenue) | Current Period Amount (Cost) | Prior Period Amount (Revenue) | Prior Period Amount (Cost) | | :--- | :--- | :--- | :--- | :--- | | Main Business | 1,274,839,824.76 | 1,025,526,552.86 | 1,250,735,683.35 | 966,378,960.64 | | Other Business | 14,761,354.45 | 164,747.36 | 17,244,883.03 | 6,678,969.96 | | Total | 1,289,601,179.21 | 1,025,691,300.22 | 1,267,980,566.38 | 973,057,930.60 | - R&D expenses for the first half of 2025 were 61.10 million yuan, a year-on-year increase of 4.80%361 - Investment income for the first half of 2025 was 13.91 million yuan, mainly from long-term equity investments accounted for using the equity method and wealth management product investment income362 - Net cash flow from operating activities for the first half of 2025 was -18.87 million yuan, a significant decrease from the prior year period382 R&D Expenses The company's total R&D expenses for the first half of 2025 amounted to 61.10 million yuan, all expensed, primarily comprising materials, employee compensation, and depreciation, showing an increase compared to the previous year 2025 Semi-Annual R&D Expenses by Nature of Expense | Item | Current Period Amount (yuan) | Prior Period Amount (yuan) | | :--- | :--- | :--- | | Materials | 26,207,237.73 | 24,342,766.85 | | Employee Compensation | 27,502,144.85 | 25,222,247.05 | | Depreciation | 6,606,540.84 | 6,369,507.75 | | Other | 781,490.05 | 2,364,688.28 | | Total | 61,097,413.47 | 58,299,209.93 | | Of which: Expensed R&D | 61,097,413.47 | 58,299,209.93 | | Capitalized R&D | - | - | Equity in Other Entities The company's equity in other entities primarily includes equity in subsidiaries and associates Subsidiary Composition | Subsidiary Name | Main Operating Location | Registered Capital | Business Nature | Shareholding Ratio (%) (Direct) | Acquisition Method | | :--- | :--- | :--- | :--- | :--- | :--- | | Acorn Company | USA | 2.08 million USD | Trading | 100.00 | Establishment | | Fankaisite | Zhenjiang | 18.32 million RMB | Production, Sales | 51.00 | Non-same control merger | | Jienuo Transmission | Changzhou | 300.00 million RMB | Production, Sales | 100.00 | Establishment | | Guomao Precision | Changzhou | 100.00 million RMB | Production, Sales | 95.00 | Establishment | | Moduoli | Nantong | 15.00 million RMB | Production, Sales | 65.00 | Non-same control merger | | Siemens | Suzhou | 5.00 million RMB | Production, Sales | - | Non-same control merger | | Moduoli Automation | Nantong | 5.00 million RMB | Production, Sales | - | Establishment | Summary Financial Information of Insignificant Joint Ventures and Associates | Item | Period-end Balance/Current Period Amount (yuan) | | :--- | :--- | | Associates: Total book value of investments | 264,913,629.68 | | Associates: Net profit | 5,160,442.53 | | Associates: Total comprehensive income | 5,160,442.53 | Government Grants As of the end of the reporting period, the company's deferred income from government grants totaled 78.25 million yuan, with new grants of 1.00 million yuan and a reduction of 4.98 million yuan during the period Liability Items Involving Government Grants | Financial Statement Item | Period-beginning Balance (yuan) | New Grants in Current Period (yuan) | Amount Recognized in Non-operating Income in Current Period (yuan) | Amount Transferred to Other Income in Current Period (yuan) | Period-end Balance (yuan) | Asset/Income Related | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Deferred Income | 82,237,128.96 | 1,000,000 | - | 4,982,649.89 | 78,254,479.07 | Asset-related | 2025 Semi-Annual Government Grants Recognized in Current Profit or Loss | Type | Category | Current Period Amount (yuan) | | :--- | :--- | :--- | | Asset-related | R&D and production of high-precision reducer transmission equipment | 624,900.00 | | Asset-related | Annual production of 350,000 reducers project | 2,172,000.00 | | Asset-related | 5G+personalized customized reducer application project | 574,200.00 | | Asset-related | Ultra-large torque special fund | 317,304.00 | | Asset-related | Annual production of 90,000 high-precision reducers project | 352,800.00 | | Income-related | Expansion subsidy | 67,500.00 | | Income-related | New apprenticeship program acceptance final payment | 81,000.00 | | Income-related | Integration of informatization and industrialization management system certification reward | 90,000.00 | | Total | | 5,346,649.89 | Risks Related to Financial Instruments The company faces credit risk, liquidity risk, and market risk - The company faces credit risk, primarily from customer credit risk due to credit sales, managed by assessing new customer credit, setting credit limits, quarterly monitoring existing customer credit ratings, and monthly reviewing accounts receivable aging402 - The company manages liquidity risk by monitoring cash balances, readily marketable securities, and rolling forecasts of cash flows for the next 12 months to ensure sufficient cash to repay maturing debts402 - The company faces market risk, including interest rate risk (no borrowings during the reporting period) and exchange rate risk (mitigated by matching foreign currency income and expenses)403 Disclosure of Fair Value As of the end of the period, the company's total assets measured at fair value amounted to 1.99 billion yuan, mainly comprising trading financial assets and financing for receivables Period-end Fair Value of Assets and Liabilities Measured at Fair Value | Item | Level 1 Fair Value Measurement (yuan) | Level 2 Fair Value Measurement (yuan) | Level 3 Fair Value Measurement (yuan) | Total (yuan) | | :--- | :--- | :--- | :--- | :--- | | I. Recurring Fair Value Measurement | - | - | - | - | | (I) Trading Financial Assets | - | 3,487,312.57 | 1,545,249,750.00 | 1,548,737,062.57 | | (1) Wealth management products | - | 3,487,312.57 | 1,500,000,000.00 | 1,503,487,312.57 | | (2) Contingent consideration (performance commitment compensation) | - | - | 45,249,750.00 | 45,249,750.00 | | (II) Financing for Receivables | - | - | 437,625,277.01 | 437,625,277.01 | | Total assets measured at fair value on a recurring basis | - | 3,487,312.57 | 1,982,875,027.01 | 1,986,362,339.58 | - Moduoli's financial assets measured at fair value through profit or loss (wealth management products) of 3.49 million yuan have their fair value determined based on bank valuations408 - The company's financial assets measured at fair value through profit or loss (wealth management products) of 1.50 billion yuan have their fair value determined using the cost amount409 - The contingent consideration (performance commitment compensation) of 45.25 million yuan within trading financial assets has its fair value estimated based on Moduoli's achieved performance during the commitment period and future forecasts409 - The balance of financing for receivables of 437.63 million yuan uses the face value as the best estimate of fair value409 Related Parties and Related-Party Transactions The company's controlling shareholder is Guomao Group, and the actual controllers are Xu Guozhong, Shen Huiping, and Xu Bin - The company's controlling shareholder is Guomao Reducer Group Co., Ltd., and the actual controllers are Xu Guozhong, Shen Huiping, and Xu Bin412 2025 Semi-Annual Related-Party Transactions for Purchases and Sales of Goods/Provision and Acceptance of Services | Related Party | Related-Party Transaction Content | Current Period Amount (yuan) | Approved Transaction Limit (yuan) | Exceeded Transaction Limit | | :--- | :--- | :--- | :--- | :--- | | Changzhou Guotai Casting Co., Ltd. | Purchase of goods | 1,337,259.55 | 4,878,800.00 | No | | Jiangsu Zhima Technology Co., Ltd. | Purchase of goods | 13,938,903.64 | Not applicable | - | | Guomao Group | Purchase of goods | 622,579.71 | 8,500,000.00 | No | | Guomao Group | Acceptance of services | 714,100.81 | - | No | | RECKON DRIVES INTERNATIONAL S.A.S | Acceptance of services | 197,303.20 | Not applicable | - | | RECKON DRIVES INTERNATIONAL S.A.S | Sale of goods | 850,783.57 | - | - | 2025 Semi-Annual Related-Party Lease Information (Company as Lessee) | Lessor Name | Type of Leased Asset | Rent Paid (yuan) | Lease Liability Interest Expense Incurred (yuan) | | :--- | :--- | :--- | :--- | | Guomao Group | Buildings and structures | 2,249,073.40 | 126,368.45 | - Key management personnel compensation for the current period was 2.1168 million yuan419 Period-end Accounts Receivable from Related Parties | Item Name | Related Party | Period-end Book Balance (yuan) | | :--- | :--- | :--- | | Accounts Receivable | Zhongzhong Science and Technology (Tianjin) Co., Ltd. | 11,763,949.05 | | Accounts Receivable | RECKON DRIVES INTERNATIONAL S.A.S | 9,860,183.58 | | Other Receivables | Zhongzhong Science and Technology (Tianjin) Co., Ltd. | 2,328,121.62 | | Contract Assets | Zhongzhong Science and Technology (Tianjin) Co., Ltd. | 1,307,105.45 | Period-end Accounts Payable to Related Parties | Item Name | Related Party | Period-end Book Balance (yuan) | | :--- | :--- | :--- | | Accounts Payable | Changzhou Guotai Casting Co., Ltd. | 817,693.09 | | Accounts Payable | Jiangsu Zhima Technology Co., Ltd. | 3,237,154.70 | | Accounts Payable | RECKON DRIVES INTERNATIONAL S.A.S | 263,436.48 | | Non-current Liabilities Due Within One Year | Guomao Group | 1,600,431.38 | | Lease Liabilities | Guomao Group | 490,519.77 | Commitments and Contingencies As of June 30, 2025, the company had significant external commitments, with 7.33 million yuan in monetary funds pledged as guarantee deposits for letters of guarantee and bank acceptance bills - As of June 30, 2025, the company's monetary funds included 6.08 million yuan as guarantee deposits for letters of guarantee and 1.25 million yuan as bank acceptance bill deposits423 - The company has no significant contingent matters requiring disclosure424 Post-Balance Sheet Events The company's Board of Directors has approved the 2025 semi-annual profit distribution plan, proposing a cash dividend of 0.12 yuan (tax inclusive) per share to all shareholders, totaling 78.80 million yuan, pending approval by the General Meeting of Shareholders Profit Distribution Information | Item | Amount (yuan) | | :--- | :--- | | Proposed profit or dividend distribution | 78,795,897.60 | | Profit or dividend approved for distribution | 78,795,897.60 | - On August 27, 2025, the company's Tenth Meeting of the Third Board of Directors approved the "Company's 2025 Semi-Annual Profit Distribution Plan," proposing to distribute a cash dividend of 0.12 yuan (tax inclusive) per share to all shareholders425 Supplementary Information This section provides non-recurring gains and losses details, net asset return, and earnings per share information 2025 Semi-Annual Detailed Statement of Non-recurring Gains and Losses | Item | Amount (yuan) | | :--- | :--- | | Gains and losses from disposal of non-current assets | -26,232.58 | | Government grants recognized in current profit or loss | 5,346,649.89 | | Gains and losses from changes in fair value of financial assets and liabilities held by non-financial enterprises, and gains and losses from disposal of financial assets and liabilities | 8,751,205.35 | | Capital occupation fees received from non-financial enterprises recognized in current profit or loss | 726,823.56 | | Other non-operating income and expenses apart from the above | 66,213.41 | | Other gains and losses that meet the definition of non-recurring gains and losses | 649,988.92 | | Less: Income tax impact | 2,229,698.95 | | Impact on minority interests (after tax) | 141,212.01 | | Total | 13,143,737.59 | 2025 Semi-Annual Net Asset Return and Earnings Per Share | Profit for the Reporting Period | Weighted Average Return on Net Assets (%) | Earnings Per Share (Basic Earnings Per Share) | Earnings Per Share (Diluted Earnings Per Share) | | :--- | :--- | :--- | :--- | | Net profit attributable to common shareholders of the company | 2.88 | 0.16 | 0.16 | | Net profit attributable to common shareholders of the company after deducting non-recurring gains and losses | 2.52 | 0.14 | 0.14 |
国茂股份(603915) - 2025 Q2 - 季度财报