Section I Important Notice, Table of Contents, and Definitions Important Notice The board, supervisory board, and senior management guarantee report accuracy, with no plans for cash dividends or bonus shares - The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, free from false statements, misleading representations, or major omissions5 - Company head Liu Meixuan, chief accountant Lu Rongcai, and head of accounting department Lu Rongcai declare the financial report is true, accurate, and complete5 - The company plans no cash dividends, bonus shares, or capital reserve conversions to share capital6 Table of Contents This section lists the report's main chapters, including important notices, company profile, financial indicators, management discussion, and other data - The main sections include Important Notice, Company Profile and Key Financial Indicators, Management Discussion and Analysis, and Other Submitted Data8 Definitions This section defines key terms and entities used in the report, such as company name, controlling shareholder, and main products - “Company, the Company, Sansteel Minguang, Issuer” refers to Fujian Sansteel Minguang Co., Ltd12 - “Sansteel Group, Controlling Shareholder” refers to Fujian Sansteel (Group) Co., Ltd12 - Main products include rebar, wire rod for reinforced concrete, wire rod for metal products, medium plates, round bars, and H-beams12 Section II Company Profile and Key Financial Indicators I. Company Profile The company's stock ticker is 'Sansteel Minguang', stock code 002110, listed on the Shenzhen Stock Exchange, with Liu Meixuan as legal representative - Company stock ticker: Sansteel Minguang, stock code: 00211014 - Company stock listed on: Shenzhen Stock Exchange14 - Company legal representative: Liu Meixuan14 II. Contact Persons and Methods This section discloses the contact information for the company's Board Secretary Hu Honglin and Securities Affairs Representative Luo Lihong - The Board Secretary is Hu Honglin, and the Securities Affairs Representative is Luo Lihong15 - Contact address for both is Qungong Third Road, Industrial Middle Road, Sanming City, Fujian Province, telephone 0598-8205188, fax 0598-820501315 III. Other Information During the reporting period, the company's registered address, office address, website, email, and information disclosure locations remained unchanged - The company's registered address, office address, website, and email remained unchanged during the reporting period16 - Information disclosure and storage locations remained unchanged during the reporting period17 IV. Key Accounting Data and Financial Indicators In H1 2025, revenue decreased by 4.32% to 22.06 billion yuan, but net profit attributable to shareholders turned profitable, increasing by 158.79% to 137.72 million yuan 2025 Semi-Annual Key Accounting Data and Financial Indicators | Indicator | Current Reporting Period (yuan) | Prior Year Period (yuan) | % Change from Prior Year Period | | :--- | :--- | :--- | :--- | | Operating Revenue | 22,060,480,307.31 | 23,057,331,014.07 | -4.32% | | Net Profit Attributable to Shareholders of Listed Company | 137,718,172.95 | -234,257,713.19 | 158.79% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains/Losses) | 114,892,194.34 | -271,010,103.14 | 142.39% | | Net Cash Flow from Operating Activities | -1,731,388,730.06 | -1,200,922,214.70 | -44.17% | | Basic Earnings Per Share (yuan/share) | 0.06 | -0.1 | 160.00% | | Diluted Earnings Per Share (yuan/share) | 0.06 | -0.1 | 160.00% | | Weighted Average Return on Net Assets | 0.72% | -1.16% | 1.88% | | Period-End Indicators | Current Period-End (yuan) | Prior Year-End (yuan) | % Change from Prior Year-End | | Total Assets | 52,925,377,258.73 | 51,645,680,061.52 | 2.48% | | Net Assets Attributable to Shareholders of Listed Company | 19,348,276,380.54 | 19,165,227,463.01 | 0.96% | V. Differences in Accounting Data Under Domestic and Foreign Accounting Standards The company reported no differences in net profit and net assets between international/foreign accounting standards and Chinese accounting standards during the reporting period - The company's reporting period shows no differences in net profit and net assets between financial reports disclosed under International Accounting Standards and Chinese Accounting Standards20 - The company's reporting period shows no differences in net profit and net assets between financial reports disclosed under foreign accounting standards and Chinese Accounting Standards21 VI. Non-Recurring Gains and Losses and Amounts The company's total non-recurring gains and losses for the reporting period amounted to 22.83 million yuan, primarily from asset disposals, government grants, and fair value changes 2025 Semi-Annual Non-Recurring Gains and Losses and Amounts | Item | Amount (yuan) | Explanation | | :--- | :--- | :--- | | Gains or losses from disposal of non-current assets (including the write-off portion of asset impairment provisions) | 4,459,486.18 | | | Government grants recognized in current profit or loss (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) | 14,511,966.07 | | | Gains or losses from changes in fair value of financial assets and liabilities, and gains or losses from disposal of financial assets and liabilities, excluding effective hedge accounting related to normal business operations of non-financial enterprises | 9,678,817.57 | | | Other non-operating income and expenses apart from the above | 1,527,869.88 | | | Less: Income tax impact | 7,544,534.93 | | | Minority interest impact (after tax) | -192,373.84 | | | Total | 22,825,978.61 | | Section III Management Discussion and Analysis I. Company's Main Business During the Reporting Period In H1 2025, the company achieved a turnaround, with net profit attributable to shareholders increasing by 158.79%, driven by smart manufacturing, product upgrades, and market optimization (I) Industry Development Status In H1 2025, China's crude steel output decreased by 3.0%, but the ferrous metal smelting and rolling industry saw a 1,369.2% increase in total profits - In H1 2025, China's crude steel output was 514.83 million tons, a year-on-year decrease of 3.0%; pig iron output was 434.68 million tons, a year-on-year decrease of 0.8%26 - Steel exports were 58.147 million tons, a year-on-year increase of 9.2%; steel imports were 3.023 million tons, a year-on-year decrease of 16.4%26 - Total profits for the ferrous metal smelting and rolling processing industry reached 46.28 billion yuan, a year-on-year increase of 1,369.2%26 (II) Company's Main Business, Products, and Uses The company primarily produces and sells steel products with an annual capacity of 12 million tons, serving various sectors, and relies heavily on imported iron ore - The company's main business is the production and sale of steel products, with an annual steel production capacity of 12 million tons27 - The company's products mainly fall into six categories: construction materials, metal product materials, medium and heavy plates, high-quality round steel, H-beams, and coal chemical products27 - Among raw material purchases, iron ore primarily relies on imports, while coking coal and coke are mainly sourced domestically27 (III) Operating Performance in H1 2025 In H1 2025, the company achieved a turnaround with net profit attributable to shareholders of 138 million yuan, a 158.79% increase year-on-year 2025 H1 Operating Performance | Indicator | Amount/Quantity | | :--- | :--- | | Steel Production | 5.51 million tons | | Pig Iron Production | 4.85 million tons | | Steel Products | 5.39 million tons | | Coke | 0.47 million tons | | Operating Revenue | 22.06 billion yuan | | Total Profit | 193 million yuan | | Net Profit Attributable to Shareholders of Listed Company | 138 million yuan | | Basic Earnings Per Share | 0.06 yuan | - The company was awarded the first batch of "Excellent Smart Factory" titles nationwide, deepening its smart manufacturing transformation and upgrading28 - A high-value-added product R&D and promotion project department was established, successfully developing products for automotive parts, construction machinery, and mining steel, increasing Sanming Minguang's industrial material proportion by 7.55% to 83.11%29 - Quanzhou Minguang's capacity replacement steelmaking project entered the full installation phase, and Luoyuan Minguang's converter phase II project completed main installation, with 1.56 billion yuan in fixed asset investment completed in H129 - "Minguang Brand" construction materials, medium plates, and round steel held market shares in Fujian of approximately 50%, 78%, and 75%, respectively30 - In H1, 51 patents were applied for, 35 authorized (including 2 invention patents), and 5 national standards were participated in (with 2 led)31 II. Core Competitiveness Analysis During the reporting period, the company's core management team and key technical personnel remained stable, with no significant changes to core competitiveness - During the reporting period, the company's core management team and key technical personnel remained largely unchanged, and core competitiveness did not undergo significant changes32 III. Main Business Analysis In H1, operating revenue decreased by 4.32%, but a larger drop in operating costs led to significant profit improvement, with round steel and metal product revenue growing substantially Overview This section refers readers to "I. Company's Main Business During the Reporting Period" for an overall understanding of the company's main operations - For an overview of the main business, please refer to the relevant content in "I. Company's Main Business During the Reporting Period"33 Year-on-Year Changes in Key Financial Data Operating revenue decreased by 4.32%, while operating costs decreased by 6.98%, leading to a 167.26% increase in income tax expense due to higher profits Year-on-Year Changes in Key Financial Data | Indicator | Current Reporting Period (yuan) | Prior Year Period (yuan) | % Change Year-on-Year | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 22,060,480,307.31 | 23,057,331,014.07 | -4.32% | | | Operating Cost | 20,525,611,363.84 | 22,065,319,899.08 | -6.98% | | | Selling Expenses | 26,279,847.44 | 24,653,757.58 | 6.60% | | | Administrative Expenses | 319,083,347.24 | 308,580,842.28 | 3.40% | | | Financial Expenses | 185,845,168.66 | 154,491,122.77 | 20.30% | | | Income Tax Expense | 50,462,609.58 | -75,028,359.92 | 167.26% | Primarily due to increased profit in the reporting period | | Net Cash Flow from Operating Activities | -1,731,388,730.06 | -1,200,922,214.70 | -44.17% | Primarily due to increased bank acceptance bills received from sales of goods and services, and reduced cash received in the reporting period | | Net Cash Flow from Investing Activities | -1,713,695,610.15 | -1,956,658,100.76 | 12.42% | | | Net Cash Flow from Financing Activities | 1,964,498,028.35 | 4,484,200,961.24 | -56.19% | Primarily due to increased cash payments for debt repayment in the reporting period compared to the prior year | | Net Increase in Cash and Cash Equivalents | -1,480,586,311.86 | 1,326,620,645.78 | -211.61% | Primarily due to reduced net cash flow from financing activities in the reporting period compared to the prior year | Operating Revenue Composition Total operating revenue was 22.06 billion yuan, a 4.32% decrease year-on-year, with metallurgy manufacturing accounting for 93.64% and round steel and metal product revenue showing significant growth Operating Revenue Composition (by Industry, Product, Region) | Category | Item | Current Reporting Period Amount (yuan) | % of Operating Revenue | Prior Year Period Amount (yuan) | % of Operating Revenue | % Change Year-on-Year | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | By Industry | Metallurgy Manufacturing | 20,656,937,674.14 | 93.64% | 21,385,236,810.76 | 92.75% | -3.41% | | | Other | 1,403,542,633.17 | 6.36% | 1,672,094,203.31 | 7.25% | -16.06% | | By Product | Construction Materials | 6,654,576,899.14 | 30.17% | 9,041,323,086.25 | 39.20% | -26.40% | | | Round Steel | 2,504,178,138.54 | 11.35% | 1,767,753,017.04 | 7.67% | 41.66% | | | Metal Products | 3,025,293,830.27 | 13.71% | 2,099,441,160.71 | 9.11% | 44.10% | | | Medium Plates | 2,972,243,095.44 | 13.47% | 3,719,003,297.83 | 16.13% | -20.08% | | | Section Steel | 1,131,200,913.37 | 5.13% | 2,091,597,495.44 | 9.07% | -45.92% | | | Purchased Steel | 4,369,444,797.38 | 19.81% | 2,651,046,204.82 | 11.50% | 64.82% | | By Region | Fujian Province | 12,946,359,761.23 | 58.69% | 15,356,217,498.87 | 66.60% | -15.69% | | | Other Provinces | 9,114,120,546.08 | 41.31% | 7,701,113,515.20 | 33.40% | 18.35% | Industry, Product, or Region Accounting for Over 10% of Operating Revenue or Operating Profit Metallurgy manufacturing gross margin increased by 2.73% to 7.08%, with round steel and medium plate products showing notable gross margin improvements Major Industry, Product, Region Gross Margin Changes | Category | Operating Revenue | Operating Cost | Gross Margin | % Change in Operating Revenue Year-on-Year | % Change in Operating Cost Year-on-Year | % Change in Gross Margin Year-on-Year | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | By Industry | | | | | | | | Metallurgy Manufacturing | 20,656,937,674.14 | 19,194,148,692.04 | 7.08% | -3.41% | -6.16% | 2.73% | | By Product | | | | | | | | Construction Materials | 6,654,576,899.14 | 6,268,877,630.23 | 5.80% | -26.40% | -29.19% | 3.71% | | Round Steel | 2,504,178,138.54 | 2,219,176,729.34 | 11.38% | 41.66% | 33.72% | 5.26% | | Metal Products | 3,025,293,830.27 | 2,787,288,458.16 | 7.87% | 44.10% | 44.16% | -0.04% | | Medium Plates | 2,972,243,095.44 | 2,495,752,567.72 | 16.03% | -20.08% | -24.49% | 4.91% | | Section Steel | 1,131,200,913.37 | 1,118,979,953.01 | 1.08% | -45.92% | -46.06% | 0.26% | | Purchased Steel | 4,369,444,797.38 | 4,304,073,353.58 | 1.50% | 64.82% | 64.62% | 0.13% | | By Region | | | | | | | | Fujian Province | 11,542,817,128.06 | 10,554,610,062.77 | 8.56% | -15.65% | -19.10% | 3.90% | | Other Provinces | 9,114,120,546.08 | 8,639,538,629.27 | 5.21% | 18.35% | 16.61% | 1.41% | IV. Non-Main Business Analysis Non-main business activities, including investment income, fair value changes, asset impairment, and non-operating income/expenses, had a non-sustainable impact on total profit Impact of Non-Main Business on Total Profit | Item | Amount (yuan) | % of Total Profit | Reason for Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | -4,923,807.78 | -2.55% | Primarily due to profits from associates accounted for by equity method, gains from holding transactional financial assets, dividend income from other equity instruments, and gains from derecognition of receivables | No | | Gains or Losses from Fair Value Changes | 3,900,085.99 | 2.02% | Primarily due to gains from fair value changes of transactional financial assets | No | | Asset Impairment | -3,855,150.78 | -2.00% | Primarily due to impairment provisions for inventory and other assets | No | | Non-Operating Income | 2,846,315.86 | 1.48% | Primarily due to liquidated damages for contract breaches, unpayable amounts, and other income | No | | Non-Operating Expenses | 7,605,004.13 | 3.94% | Primarily due to losses from destruction and scrapping of non-current assets | No | V. Analysis of Assets and Liabilities At period-end, total assets were 52.93 billion yuan, up 2.48% from year-end, with a significant 96.71% increase in long-term borrowings due to increased funding needs 1. Significant Changes in Asset Composition Total assets increased by 2.48% to 52.93 billion yuan, with a 96.71% rise in long-term borrowings driven by increased funding requirements Significant Changes in Asset Composition | Item | Current Period-End Amount (yuan) | % of Total Assets | Prior Year-End Amount (yuan) | % of Total Assets | % Change in Proportion | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 6,325,616,098.45 | 11.95% | 7,419,632,630.56 | 14.37% | -2.42% | | | Inventories | 2,684,275,438.40 | 5.07% | 3,203,292,681.73 | 6.20% | -1.13% | | | Construction in Progress | 2,145,440,589.29 | 4.05% | 1,765,555,931.33 | 3.42% | 0.63% | | | Short-Term Borrowings | 15,741,885,456.60 | 29.74% | 14,737,605,537.71 | 28.54% | 1.20% | | | Long-Term Borrowings | 4,274,632,254.19 | 8.08% | 2,173,088,772.31 | 4.21% | 3.87% | Period-end balance increased by 2.10 billion yuan from period-beginning, a 96.71% increase, primarily due to increased funding needs in the reporting period | 2. Major Overseas Assets The company reported no major overseas assets during the reporting period - The company's reporting period shows no major overseas assets43 3. Assets and Liabilities Measured at Fair Value At period-end, the company's financial assets measured at fair value totaled 4.86 billion yuan, with fair value change gains of 84.46 million yuan for the current period Assets and Liabilities Measured at Fair Value | Item | Beginning Balance (yuan) | Fair Value Change Gains/Losses for Current Period (yuan) | Amount Purchased in Current Period (yuan) | Amount Sold in Current Period (yuan) | Ending Balance (yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | | Subtotal of Financial Assets | 906,435,818.46 | 84,459,840.55 | 1,510,000,000.00 | 635,095,435.09 | 1,865,800,223.92 | | Receivables Financing | 1,787,462,731.50 | | 7,142,858,878.75 | 5,931,303,193.63 | 2,999,018,416.62 | | Total Above | 2,693,898,549.96 | 84,459,840.55 | 8,652,858,878.75 | 6,566,398,628.72 | 4,864,818,640.54 | 4. Asset Rights Restriction Status as of the End of the Reporting Period As of period-end, the company's restricted assets totaled 2.10 billion yuan, primarily comprising cash and bank balances and receivables financing Asset Rights Restriction Status as of the End of the Reporting Period | Item | Book Value as of June 30, 2025 (yuan) | Restriction Type | Reason for Restriction | | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 1,566,746,906.53 | Frozen | Bank acceptance bill deposits, letter of credit deposits, non-withdrawable time deposits | | Receivables Financing | 488,909,633.64 | Pledged | Bills receivable pledged for bank loans, pledged for issuing bank acceptance bills | | Fixed Assets | 40,629,688.52 | Property rights not yet processed | Property rights are being processed | | Total | 2,096,286,228.69 | — | — | VI. Investment Status Analysis During the reporting period, the company's total investment was 1.45 billion yuan, a 36.83% decrease year-on-year, with no significant equity or securities investments 1. Overall Situation During the reporting period, the company's total investment was 1.45 billion yuan, a 36.83% decrease compared to the prior year Investment Amount During Reporting Period | Investment Amount During Reporting Period (yuan) | Investment Amount in Prior Year Period (yuan) | % Change | | :--- | :--- | :--- | | 1,454,158,531.98 | 2,301,924,069.54 | -36.83% | 2. Significant Equity Investments Acquired During the Reporting Period The company reported no significant equity investments acquired during the reporting period - The company's reporting period shows no securities investments51 3. Significant Non-Equity Investments in Progress During the Reporting Period The Quanzhou Minguang capacity replacement steelmaking project is a significant ongoing non-equity investment, with 1.08 billion yuan invested and a 45.60% completion rate Significant Non-Equity Investment Status | Project Name | Investment Method | Investment Industry | Amount Invested in Current Reporting Period (yuan) | Cumulative Amount Invested as of Period-End (yuan) | Investment Progress as of Period-End | | :--- | :--- | :--- | :--- | :--- | :--- | | Sansteel Minguang (Quanzhou Minguang Portion) Capacity Replacement Steelmaking Project | Self-built | Steel | 538,387,661.45 | 1,080,304,523.61 | 45.60% | 4. Financial Asset Investments The company reported no securities or derivative investments during the reporting period - The company's reporting period shows no securities investments51 - The company's reporting period shows no derivative investments52 5. Use of Raised Funds The company reported no use of raised funds during the reporting period - The company's reporting period shows no use of raised funds53 VII. Major Asset and Equity Sales The company did not engage in any major asset or equity sales during the reporting period - The company did not sell major assets during the reporting period54 - The company did not sell major equity during the reporting period55 VIII. Analysis of Major Holding and Participating Companies The company disclosed financial and operational information for nine major subsidiaries and associates, with Fujian Minguang Cloud Business Co., Ltd. reporting 150.38 million yuan in net profit Financial Data of Major Holding and Participating Companies | Company Name | Company Type | Main Business | Registered Capital (yuan) | Total Assets (yuan) | Net Assets (yuan) | Operating Revenue (yuan) | Operating Profit (yuan) | Net Profit (yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Fujian Luoyuan Minguang Steel Co., Ltd. | Subsidiary | Steel smelting and rolling processing, etc. | 4,500,000,000.00 | 10,981,062,337.21 | 4,328,840,541.48 | 3,668,892,050.96 | -12,618,492.93 | 10,160,591.51 | | Fujian Quanzhou Minguang Steel Co., Ltd. | Subsidiary | Steel smelting and rolling processing, etc. | 342,297,598.00 | 9,711,349,362.38 | 6,019,643,351.49 | 3,599,078,697.86 | 52,864,654.74 | 40,740,444.38 | | Fujian Minguang Cloud Business Co., Ltd. | Subsidiary | Metal material sales; metal ore sales; chemical product sales; trade brokerage; sales agency, etc. | 3,103,572,717.00 | 16,514,873,618.74 | 5,172,956,553.34 | 21,064,523,086.25 | 200,401,410.68 | 150,375,941.89 | | Fujian Minguang Software Co., Ltd. | Subsidiary | Information technology services, computer system integration and technical support and services, etc. | 20,000,000.00 | 194,990,908.89 | 153,308,227.72 | 38,821,636.98 | 4,557,096.98 | 4,179,392.26 | - Wholly-owned subsidiary Fujian Zhangzhou Minguang Steel Co., Ltd. has ceased production58 - Holding subsidiary Fujian Minguang Cloud Business Co., Ltd. achieved a transaction volume of 25.51 billion yuan in H1 202558 IX. Structured Entities Controlled by the Company The company reported no structured entities under its control during the reporting period - The company's reporting period shows no structured entities under its control59 X. Risks Faced by the Company and Countermeasures The company faces market, raw material price, and environmental risks, which it addresses through cost reduction, product optimization, and environmental upgrades - The company faces market operating risks, with steel exports expected to decrease in H2 and steel prices exhibiting high volatility and uncertainty60 - Strategies to address market operating risks include continuously promoting cost reduction and efficiency improvement, deepening refined management, advancing technological progress, and optimizing product structure60 - The company faces risks from fluctuating raw material and energy prices, with high dependence on imported iron ore and potential supply-demand imbalances for coking coal and coke60 - Strategies to address raw material and energy price fluctuation risks include strengthening market analysis, broadening procurement channels, and advancing process innovation61 - The company faces environmental risks, with increasing costs for environmental governance and energy conservation under the national "dual carbon" goals61 - Strategies to address environmental risks include actively promoting ultra-low emission upgrades, strengthening energy management, and enhancing pollution source control61 XI. Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan The company has adopted a "2025 Valuation Enhancement Plan" to improve investment value through operational efficiency, cash dividends, investor relations, and M&A opportunities - The company approved the "Company's 2025 Valuation Enhancement Plan" on April 25, 2025, due to its stock closing price being below net asset value per share for 12 consecutive months63 - The valuation enhancement plan includes measures such as improving operational efficiency and profitability, actively implementing cash dividends, strengthening investor relations management, ensuring information disclosure, actively seeking M&A opportunities, and encouraging major shareholders to increase holdings63 XII. Implementation of "Quality and Return Dual Enhancement" Action Plan The company is implementing a "Quality and Return Dual Enhancement" action plan to boost investor confidence and achieve high-quality development through strong performance and governance - The company has disclosed the "Fujian Sansteel Minguang Co., Ltd. 'Quality and Return Dual Enhancement' Action Plan" to improve the quality and investment value of the listed company64 - The company will continue to practice the "investor-centric" philosophy and enhance investor confidence through strong performance, active investor returns, and sound corporate governance64 Section IV Corporate Governance, Environment, and Society I. Changes in Company Directors, Supervisors, and Senior Management During the reporting period, there were changes in the company's board and senior management, including the election of Liu Meixuan as chairman and Pan Jianzhou as general manager Changes in Directors, Supervisors, and Senior Management | Name | Position Held | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | He Tianren | Director, Chairman | Resignation | June 03, 2025 | Job transfer | | Liu Meixuan | Chairman | Elected | June 03, 2025 | Job transfer | | Zhou Yong | Director | Elected | January 20, 2025 | Job transfer | | Cheng Kaiqun | Director | Elected | June 20, 2025 | Job transfer | | Liu Meixuan | General Manager | Dismissed | June 03, 2025 | Job transfer | | Pan Jianzhou | General Manager | Appointed | June 03, 2025 | Job transfer | II. Profit Distribution and Capital Reserve Conversion to Share Capital in Current Reporting Period The company plans no cash dividends, bonus shares, or capital reserve conversions to share capital for the semi-annual period - The company plans no cash dividends, bonus shares, or capital reserve conversions to share capital for the semi-annual period67 III. Implementation of Company's Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company reported no equity incentive plans, employee stock ownership plans, or other employee incentive measures during the reporting period - The company's reporting period shows no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation68 IV. Environmental Information Disclosure The company and two major subsidiaries are listed as legally required environmental information disclosure enterprises, with reports available through designated systems - The listed company and its major subsidiaries, totaling 2, are included in the list of enterprises required to disclose environmental information by law69 - Fujian Luoyuan Minguang Steel Co., Ltd. and Fujian Quanzhou Minguang Steel Co., Ltd. are included in the list of enterprises required to disclose environmental information by law69 V. Social Responsibility Performance The company actively fulfills its social responsibilities through targeted rural revitalization, hardship assistance, and educational support initiatives - The company implements targeted assistance in rural revitalization, sending employees as first secretaries to villages, focusing on industrial revitalization and rural governance, and developing specialty industries like high-mountain rice70 - The company continuously cares for employees in need, conducting hardship assistance, special hardship support, medical mutual aid, and "Golden Autumn Student Aid" activities, with 717 people receiving various forms of assistance in H1 2025, 708,900 yuan in relief funds disbursed, 5,114 medical subsidies processed, and 6.28 million yuan in subsidies distributed71 - The company promotes school-enterprise cooperation, donating a total of 660,000 yuan in scholarships to Sanming No. 10 Middle School, Sanming No. 11 Middle School, Qingshan Primary School, and Qunying Primary School71 Section V Important Matters I. Commitments Fulfilled and Overdue Unfulfilled Commitments by Actual Controller, Shareholders, Related Parties, Acquirers, and the Company During the Reporting Period The company reported no overdue unfulfilled commitments by its actual controller, shareholders, related parties, acquirers, or the company itself during the reporting period - The company's reporting period shows no commitments by the actual controller, shareholders, related parties, acquirers, or the company that were fulfilled during the reporting period or overdue and unfulfilled as of the end of the reporting period73 II. Non-Operating Fund Occupation by Controlling Shareholder and Other Related Parties The company reported no non-operating fund occupation by its controlling shareholder or other related parties during the reporting period - The company's reporting period shows no non-operating fund occupation by the controlling shareholder or other related parties of the listed company74 III. Irregular External Guarantees The company reported no irregular external guarantees during the reporting period - The company's reporting period shows no irregular external guarantees75 IV. Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was not audited - The company's semi-annual report was not audited76 V. Board of Directors' and Supervisory Board's Explanation of "Non-Standard Audit Report" for the Current Reporting Period This explanation is not applicable as the company had no non-standard audit report during the reporting period - Not applicable77 VI. Board of Directors' Explanation of "Non-Standard Audit Report" for the Prior Year This explanation is not applicable as the company had no non-standard audit report for the prior year - Not applicable77 VII. Bankruptcy and Reorganization Matters The company reported no bankruptcy or reorganization matters during the reporting period - The company's reporting period shows no bankruptcy or reorganization matters77 VIII. Litigation Matters The company had no major litigation or arbitration matters during the reporting period, with other minor disputes having limited financial impact - The company had no major litigation or arbitration matters in this reporting period78 - Subsidiary Quanzhou Minguang Environmental Resources Co., Ltd. was ordered to pay 429,810 yuan for a labor contracting project dispute and has already paid79 - Subsidiary Luoyuan Minguang was involved in a contract energy management project dispute with Fujian Ruixin Energy Saving Technology Co., Ltd., where Ruixin's claims were dismissed79 - Subsidiary Quanzhou Minguang's iron concentrate sales contract dispute with Xinyu Shunji Rui Trading Co., Ltd. is currently in its first instance trial, involving 6.29 million yuan81 IX. Penalties and Rectification Status The company reported no penalties or rectification situations during the reporting period - The company's reporting period shows no penalties or rectification situations83 X. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller This section is not applicable as the company reported no integrity issues concerning itself, its controlling shareholder, or actual controller during the reporting period - Not applicable84 XI. Major Related Party Transactions The company engaged in daily related party transactions, such as purchasing 4.69 billion yuan of iron ore and coke from Fujian Sansteel International Trade Co., Ltd., with no major asset/equity transactions or non-operating debt during the period Related Party Transactions Related to Daily Operations (Purchases) | Related Party | Related Transaction Content | Approved Transaction Limit (10,000 yuan) | Amount Incurred in Current Period (10,000 yuan) | Exceeded Transaction Limit | | :--- | :--- | :--- | :--- | :--- | | Fujian Sansteel International Trade Co., Ltd. | Purchase of iron ore, coke | 1,436,000 | 468,751.01 | No | - The company's reporting period shows no related party transactions involving asset or equity acquisition or disposal86 - The company's reporting period shows no non-operating related party receivables and payables88 XII. Major Contracts and Their Performance The company manages assets for Sanming Chemical and Anxi Holiday Hotel, provides significant guarantees for subsidiaries totaling 1.07 billion yuan, and engaged in 1.51 billion yuan in wealth management with no overdue amounts 1. Custody, Contracting, and Leasing Matters The company manages Sanming Chemical's coke oven project assets and Anxi Holiday Hotel's equity, with no contracting activities and minor leasing expenses and income - The company manages the full energy heat recovery coke oven project assets of Fujian Sansteel (Group) Sanming Chemical Co., Ltd., with a custody period from October 1, 2019, to September 30, 2025, and an annual custody fee of 500,000 yuan (including tax)93 - The company entrusts Fujian Minguang Culture Tourism Development Co., Ltd. to manage 100% equity of Anxi Minguang Holiday Hotel, with a custody period from January 1, 2022, to December 31, 2027, and an annual custody fee of 200,000 yuan (including tax)94 - The company's reporting period shows no contracting situations96 - Short-term lease expenses accounted for in current profit or loss using simplified treatment amounted to 1,474,741.09 yuan for this period98 2. Major Guarantees The company provided joint liability guarantees for subsidiaries totaling 1.07 billion yuan, representing 5.51% of its net assets at period-end Company's Guarantees for Subsidiaries | Name of Guaranteed Entity | Guarantee Limit (10,000 yuan) | Actual Occurrence Date | Actual Guarantee Amount (10,000 yuan) | Guarantee Type | Guarantee Period | Fulfilled | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Fujian Quanzhou Minguang Steel Co., Ltd. | 20,000 | January 26, 2025 | 2,240 | Joint and several liability guarantee | Half year | No | | Fujian Quanzhou Minguang Steel Co., Ltd. | 20,000 | February 24, 2025 | 280 | Joint and several liability guarantee | Half year | No | | Fujian Quanzhou Minguang Steel Co., Ltd. | 10,000 | February 24, 2025 | 5,000 | Joint and several liability guarantee | Half year | No | | Fujian Luoyuan Minguang Steel Co., Ltd. | 75,998.2 | January 05, 2025 | 32,481.48 | Joint and several liability guarantee | One year | No | - The total approved guarantee limit for subsidiaries at period-end was 1.6 million yuan, with the actual guarantee balance for subsidiaries totaling 1.07 billion yuan at period-end102 - The actual total guarantee amount accounts for 5.51% of the company's net assets102 3. Wealth Management The company's wealth management activities totaled 1.51 billion yuan during the reporting period, with 1.28 billion yuan outstanding at period-end, all in bank wealth management products with no overdue amounts Wealth Management Status | Specific Type | Source of Wealth Management Funds | Amount of Wealth Management Incurred (10,000 yuan) | Unexpired Balance (10,000 yuan) | Overdue Unrecovered Amount (10,000 yuan) | | :--- | :--- | :--- | :--- | :--- | | Bank Wealth Management Products | Own funds | 151,000 | 128,284.6 | 0 | | Total | | 151,000 | 128,284.6 | 0 | 4. Other Major Contracts The company reported no other major contracts during the reporting period - The company's reporting period shows no other major contracts105 XIII. Explanation of Other Major Matters The controlling shareholder, Sansteel Group, transferred company shares via block trades to asset management plans, but its total shareholding percentage remained unchanged, and there were changes in the company's board and general manager - On January 16, 2025, Sansteel Group transferred 10 million shares of the company's stock each to Asset Management Plan No. 92 and Asset Management Plan No. 93 via block trades106 - After the transfer, Sansteel Group's total shareholding and proportion of total share capital, through direct holdings, its wholly-owned subsidiary Sanming Chemical, and the two asset management plans, remained unchanged at 58.15%107 - Former director and chairman He Tianren resigned, former general manager Liu Meixuan resigned from her general manager position and was elected chairman, and Pan Jianzhou was appointed general manager109 XIV. Major Matters of Company Subsidiaries In H1 2025, the company received 200.47 million yuan in dividends from holding subsidiary Fujian Minguang Cloud Business Co., Ltd. and 5.33 million yuan from associate China Pingmei Shenma Group Coking Sales Co., Ltd - In H1 2025, the company received 200.47 million yuan in dividends from holding subsidiary Fujian Minguang Cloud Business Co., Ltd111 - The company received 5.33 million yuan in dividends from associate China Pingmei Shenma Group Coking Sales Co., Ltd111 Section VI Share Changes and Shareholder Information I. Share Changes The company's total shares remained unchanged, all being unrestricted tradable shares, despite an indirect ownership transfer and block trades by the controlling shareholder Share Changes | Category | Quantity Before Change (shares) | % Before Change | Net Increase/Decrease in Current Change (shares) | Quantity After Change (shares) | % After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 0 | 0.00% | 0 | 0 | 0.00% | | II. Unrestricted Shares | 2,429,076,227 | 100.00% | 0 | 2,429,076,227 | 100.00% | | III. Total Shares | 2,429,076,227 | 100.00% | 0 | 2,429,076,227 | 100.00% | - The Fujian Provincial SASAC gratuitously transferred 80.00% of its direct equity in Fujian Metallurgy to Fujian Provincial Industrial Investment Group Co., Ltd., but the company's controlling shareholder and actual controller remained unchanged115116 - After Sansteel Group transferred shares via block trades, its total shareholding and proportion of total share capital, through direct holdings, its wholly-owned subsidiary, and asset management plans, remained unchanged at 58.15%117 2. Changes in Restricted Shares The company reported no changes in restricted shares during the reporting period - Not applicable119 II. Securities Issuance and Listing The company reported no securities issuance or listing during the reporting period - Not applicable119 III. Company Shareholder Numbers and Shareholding Status At period-end, the company had 43,385 common shareholders, with Fujian Sansteel (Group) Co., Ltd. as the largest shareholder, holding 56.25% - At period-end, the total number of common shareholders was 43,385120 Shareholding Status of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding % | Number of Shares Held at Period-End (shares) | Change in Holdings During Reporting Period (shares) | Number of Unrestricted Shares Held (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | | Fujian Sansteel (Group) Co., Ltd. | State-owned Legal Person | 56.25% | 1,366,328,424 | -20,000,000 | 1,366,328,424 | | Xiamen C&D Corporation Limited | State-owned Legal Person | 3.99% | 97,011,133 | 0 | 97,011,133 | | Qiu Weib | Domestic Natural Person | 2.11% | 51,174,000 | 3,555,800 | 51,174,000 | | Orient Securities Asset Management - Fujian Sansteel (Group) Co., Ltd. - Orient Securities Asset Management Alpha Corei No. 92 Single Asset Management Plan | Domestic Non-State-owned Legal Person | 0.95% | 23,130,000 | 10,000,000 | 23,130,000 | | Orient Securities Asset Management - Fujian Sansteel (Group) Sanming Chemical Co., Ltd. - Orient Securities Asset Management Alpha Corei No. 93 Single Asset Management Plan | Domestic Non-State-owned Legal Person | 0.95% | 23,130,000 | 10,000,000 | 23,130,000 | - The company's controlling shareholder, Sansteel Group, and the two asset management plans of Orient Securities Asset Management are parties acting in concert; Xiamen Cinda Co., Ltd. and Xiamen C&D Corporation Limited share Xiamen C&D Holding Group Co., Ltd. as their controlling shareholder121 IV. Changes in Shareholdings of Directors, Supervisors, and Senior Management The company's directors, supervisors, and senior management reported no changes in their shareholdings during the reporting period - The company's directors, supervisors, and senior management reported no changes in their shareholdings during the reporting period123 V. Changes in Controlling Shareholder or Actual Controller The company's controlling shareholder and actual controller remained unchanged during the reporting period - The company's controlling shareholder remained unchanged during the reporting period124 - The company's actual controller remained unchanged during the reporting period124 VI. Preferred Shares Related Information The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period124 Section VII Bond Related Information Bond Related Information The company reported no bond-related information during the reporting period - Not applicable126 Section VIII Financial Report I. Audit Report The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited128 II. Financial Statements This section presents the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, providing a comprehensive view of financial performance - The consolidated balance sheet shows total assets of 52.93 billion yuan at period-end, and total equity attributable to parent company owners of 19.35 billion yuan132 - The consolidated income statement shows current period operating revenue of 22.06 billion yuan and net profit attributable to parent company shareholders of 137.72 million yuan140 - The consolidated cash flow statement shows net cash flow from operating activities of -1.73 billion yuan and net cash flow from financing activities of 1.96 billion yuan146 III. Company Basic Information Established on December 26, 2001, and listed on January 26, 2007, the company primarily produces and sells steel products, with a total share capital of 2.43 billion shares and a consolidated financial statement scope including nine subsidiaries - The company was established on December 26, 2001, and listed on the Shenzhen Stock Exchange on January 26, 2007, with stock code “002110”163164 - As of June 30, 2025, the company's total share capital was 2.43 billion shares, and its registered capital was 2.43 billion yuan164 - The company's main operating activities are the production and sale of steel and its rolled products, and the scope of consolidated financial statements includes 9 subsidiaries165 IV. Basis of Financial Statement Preparation The company prepares its financial statements on a going concern basis, adhering to accounting standards and regulatory requirements, with no identified issues affecting its ability to continue as a going concern - The company prepares its financial statements on a going concern basis, in accordance with the provisions of enterprise accounting standards and their application guidelines and interpretations167 - The company assessed its ability to continue as a going concern for 12 months from the end of the reporting period and found no matters affecting this ability168 V. Significant Accounting Policies and Estimates This section details the company's significant accounting policies and estimates for financial instruments, credit losses, deferred tax assets, business combinations, revenue recognition, employee compensation, and leases, ensuring financial reporting accuracy - The company's determination of financial asset classification involves significant judgments such as business model and contractual cash flow characteristics analysis169 - Expected credit losses for accounts receivable are measured based on default risk exposure and expected credit loss rates, adjusted for current conditions and forward-looking information170 - The recognition of deferred income tax assets requires significant management judgment to estimate the timing and amount of future taxable profits170 - The company uses the cost model for subsequent measurement of investment properties and depreciates or amortizes them in accordance with relevant provisions for fixed assets or intangible assets232 - The company recognizes revenue when it satisfies a performance obligation in the contract, which is when the customer obtains control of the related goods261 VI. Taxes The company's main taxes include VAT, urban maintenance and construction tax, and corporate income tax, with some subsidiaries enjoying tax incentives Major Tax Categories and Rates | Tax Category | Tax Base | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax | Taxable income | 6%, 9%, 13% | | Urban Maintenance and Construction Tax | Amount of turnover tax payable | 5%, 7% | | Corporate Income Tax | Taxable income | 25% | | Education Surcharge | Amount of turnover tax payable | 3% | | Local Education Surcharge | Amount of turnover tax payable | 2% | | Property Tax | 75% of the sum of the original value of taxable properties and the original value of land apportioned by property area | 1.2% | | Property Tax | Rental income from housing | 12% | - Anxi Minguang Holiday Hotel Management Co., Ltd. qualifies as a small and micro enterprise and enjoys a reduced corporate income tax rate of 20%291 - Fujian Minguang Software Co., Ltd. obtained a high-tech enterprise certificate and enjoys a reduced corporate income tax rate of 15%291 VII. Notes to Consolidated Financial Statement Items This section provides detailed notes on consolidated financial statement items, including period-end balances, period-beginning balances, and changes, offering specific data to understand the company's financial position and operating results - Period-end cash and bank balances were 6.33 billion yuan, of which 1.57 billion yuan was restricted, mainly for bank acceptance bill deposits and non-withdrawable time deposits293294 - Period-end transactional financial assets amounted to 1.28 billion yuan, primarily principal-protected floating-rate structured deposits296 - Period-end receivables financing amounted to 3.00 billion yuan, mainly bank acceptance bills, of which 488.91 million yuan were pledged317325 - Period-end inventory amounted to 2.68 billion yuan, with an inventory impairment provision of 3.86 million yuan recognized in the current period361365 - Period-end construction in progress amounted to 2.14 billion yuan, including 1.08 billion yuan for the Quanzhou Minguang steelmaking and supporting facilities project401402 - Period-end short-term borrowings amounted to 15.74 billion yuan, including 12.52 billion yuan in credit borrowings430 - Current period operating revenue was 22.06 billion yuan, operating cost was 20.53 billion yuan, with a gross margin of approximately 7.08%485 - Current period net profit attributable to parent company owners was 138 million yuan, with period-end undistributed profits of 11.83 billion yuan481 VIII. Research and Development Expenses The company's total R&D expenditure for the reporting period was 734.04 million yuan, primarily comprising direct materials, fuel and power, employee compensation, and depreciation, all expensed R&D Expenditure Composition | Item | Amount Incurred in Current Period (yuan) | Amount Incurred in Prior Period (yuan) | | :--- | :--- | :--- | | Direct Materials | 531,108,703.53 | 510,745,120.53 | | Fuel and Power | 52,178,966.21 | 74,372,154.74 | | Employee Compensation | 115,379,595.66 | 131,902,765.79 | | Depreciation Expenses | 35,375,759.84 | 37,494,038.31 | | Total | 734,043,025.24 | 754,514,079.37 | | Of which: Expensed R&D Expenditure | 734,043,025.24 | 754,514,079.37 | IX. Changes in Consolidation Scope The company reported no changes in its consolidation scope during the reporting period - There were no transactions or events resulting in the loss of control over subsidiaries in the current period532 - There were no other changes in the consolidation scope due to other reasons532 X. Interests in Other Entities The company disclosed its interests in nine subsidiaries, including Fujian Quanzhou Minguang Environmental Resources Co., Ltd. and Fujian Minguang Software Co., Ltd., which are consolidated due to actual control or voting power, as well as interests in important and unimportant associates - The company's consolidated financial statements include 9 subsidiaries, such as Fujian Minguang Energy Technology Co., Ltd. and Fujian Zhangzhou Minguang Steel Co., Ltd534 - The company holds 40% equity in Fujian Quanzhou Minguang Environmental Resources Co., Ltd., but it is included in the consolidation scope due to actual control over its financial and operating policies as the largest shareholder with board and senior management representation535 - The company holds 60% of the voting rights in Fujian Minguang Software Co., Ltd. through direct shareholding and entrusted voting rights, thus it is included in the consolidation scope535 - Important associate Fujian Sansteel International Trade Co., Ltd., in which the company holds 49.00% equity, is accounted for using the equity method538 - The total book value o
三钢闽光(002110) - 2025 Q2 - 季度财报