筑博设计(300564) - 2025 Q2 - 季度财报

Important Notes, Table of Contents, and Definitions Important Notes The Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, assuming legal responsibility, while the company's head, chief accountant, and head of accounting department affirm the financial report's accuracy - 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 legal responsibility[3] - Company head Xu Xianlin, chief accountant Chen Xueli, and head of accounting department Long Fenying declare that the financial report in this semi-annual report is true, accurate, and complete[3] - The company specifically reminds investors to pay attention to risks arising from changes in market environment, market competition, regional market imbalances, and industry innovation or technological advancements[3] - The company plans not to distribute cash dividends, not to issue bonus shares, and not to convert capital reserves into share capital[4] Catalogue of Reference Documents Reference documents include financial statements signed and sealed by the company's legal representative, chief accountant, and head of accounting department, along with all original company documents and announcements disclosed on CSRC-designated media during the reporting period, and the 2025 semi-annual report and its summary signed and sealed by the legal representative - Reference documents include financial statements bearing the signatures and seals of the company's legal representative, chief accountant, and head of accounting department[8] - Reference documents include all original company documents and announcements publicly disclosed on the CSRC-designated information disclosure media during the reporting period[8] - Reference documents include the 2025 semi-annual report and its summary, signed by the company's legal representative and sealed by the company[9] Definitions This section defines common terms used in the report, covering company subsidiaries, related parties, industry-specific terms (e.g., architectural design, urban planning, sponge city, green building, prefabricated building, BIM, EPC, AIGC), and financial period definitions, ensuring clear understanding for readers - The reporting period refers to January 1, 2025, to June 30, 2025, and the prior year's corresponding period refers to January 1, 2024, to June 30, 2024[11] - Architectural design is defined as the professional activity of comprehensive design and techno-economic analysis for new, expanded, or renovated buildings and ancillary structures, providing design documents and drawings as construction basis[11] - AIGC (Artificial Intelligence Generated Content) is defined as a new technology that utilizes artificial intelligence to generate content[12] Company Profile and Key Financial Indicators Company Profile Zhubo Design Co., Ltd. (stock code: 300564) is listed on the Shenzhen Stock Exchange, with Xu Xianlin as its legal representative, and is known as Zhubo Design with the English abbreviation ZHUBO Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Zhubo Design | | Stock Code | 300564 | | Stock Exchange | Shenzhen Stock Exchange | | Chinese Name | Zhubo Design Co., Ltd. | | Legal Representative | Xu Xianlin | Contact Person and Information The company's Board Secretary is Chen Shaofeng and the Securities Affairs Representative is Wang Lu, both located at 8th Floor, Block B, Tairan Building, Tairan 8th Road, Futian District, Shenzhen, with telephone and fax number 0755-83238308 and email zbdb@zhubo.com Company Contact Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Chen Shaofeng | 8th Floor, Block B, Tairan Building, Tairan 8th Road, Futian District, Shenzhen | 0755-83238308 | 0755-83238308 | zbdb@zhubo.com | | Securities Affairs Representative | Wang Lu | 8th Floor, Block B, Tairan Building, Tairan 8th Road, Futian District, Shenzhen | 0755-83238308 | 0755-83238308 | zbdb@zhubo.com | Other Information During the reporting period, there were no changes in the company's registered address, office address, postal code, website, email, information disclosure and document storage locations, or registration status, with details available in the 2024 annual report - The company's registered address, office address, postal code, website, and email remained unchanged during the reporting period, with details available in the 2024 annual report[16] - The securities exchange website and media name/URL for the company's semi-annual report disclosure, and the location for its semi-annual report remained unchanged during the reporting period, with details available in the 2024 annual report[17] - The company's registration status remained unchanged during the reporting period, with details available in the 2024 annual report[18][19] Key Accounting Data and Financial Indicators In the first half of 2025, the company's operating revenue decreased by 34.76% year-on-year to 123.39 million yuan, while net loss attributable to shareholders narrowed by 29.43% to 21.40 million yuan, with operating cash flow significantly increasing by 60.65%, and total assets and net assets attributable to shareholders both declining Key Accounting Data and Financial Indicators for H1 2025 | Indicator | Current Reporting Period (CNY) | Prior Year's Corresponding Period (CNY) | Change from Prior Year's Corresponding Period | | :--- | :--- | :--- | :--- | | Operating Revenue | 123,392,930.61 | 189,133,000.88 | -34.76% | | Net Profit Attributable to Shareholders of Listed Company | -21,395,549.06 | -30,317,041.47 | 29.43% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains/Losses) | -65,396,515.28 | -58,842,352.44 | -11.14% | | Net Cash Flow from Operating Activities | -36,590,569.94 | -92,997,125.70 | 60.65% | | Basic Earnings Per Share (CNY/share) | -0.13 | -0.19 | 31.58% | | Diluted Earnings Per Share (CNY/share) | -0.13 | -0.19 | 31.58% | | Weighted Average Return on Net Assets | -1.66% | -2.26% | 0.60% | | Period-End Indicators | Current Reporting Period End (CNY) | Prior Year End (CNY) | Change from Prior Year End | | Total Assets | 1,540,248,735.32 | 1,680,251,873.91 | -8.33% | | Net Assets Attributable to Shareholders of Listed Company | 1,201,150,762.11 | 1,303,203,911.17 | -7.83% | Differences in Accounting Data under Domestic and International Accounting Standards During the reporting period, the company reported no differences in net profit and net assets between financial statements prepared under international accounting standards or overseas accounting standards and those prepared under Chinese accounting standards - During the reporting period, the company reported no differences in net profit and net assets between financial statements disclosed under international accounting standards and those under Chinese accounting standards[21] - During the reporting period, the company reported no differences in net profit and net assets between financial statements disclosed under overseas accounting standards and those under Chinese accounting standards[22] Non-Recurring Gains and Losses and Amounts During the reporting period, the company's total non-recurring gains and losses amounted to 44.00 million yuan, primarily from disposal gains on non-current assets, government grants, and fair value changes of financial assets, with non-current asset disposal gains being the largest contributor Non-Recurring Gains and Losses for H1 2025 | Item | Amount (CNY) | | :--- | :--- | | Gains or losses from disposal of non-current assets | 27,613,245.27 | | Government grants recognized in current profit or loss | 12,598,054.97 | | Gains or losses from changes in fair value of financial assets and liabilities held by non-financial enterprises, and gains or losses from disposal of financial assets and liabilities | 5,117,250.01 | | Other non-operating income and expenses apart from the above | -1,327,584.03 | | Total | 44,000,966.22 | Management Discussion and Analysis Company's Main Business Activities During the Reporting Period The company primarily engages in architectural design and related services, including architectural design, urban planning, and design consulting, navigating market differentiation, green low-carbon initiatives, digital transformation, and urban renewal, while experiencing a 34.76% year-on-year decline in operating revenue but a 29.43% narrowing of net loss - The company's main business involves design and consulting services for architectural design and related activities, encompassing architectural design, urban planning, and design consulting[32] - From January to June 2025, national real estate development investment totaled 4,665.8 billion yuan, a year-on-year decrease of 11.2%, with residential investment at 3,577.0 billion yuan, down 10.4%[27] H1 2025 Main Business Revenue Composition | Business Type | Operating Revenue (CNY 10,000) | Percentage of Operating Revenue | | :--- | :--- | :--- | | Architectural Design | 11,376.97 | 92.20% | | Urban Planning | 144.57 | 1.17% | | Design Consulting | 450.96 | 3.65% | | Total | 12,339.29 | 100% | Overview and Development of the Industry The architectural design industry, a core component of construction engineering, faces opportunities and challenges from refined urbanization, green low-carbon design, digital and intelligent transformation, and urban renewal policies, amidst declining real estate investment and increasing market concentration - The architectural design industry is transitioning from "extensive development" to an "era of refined operations," with high-quality resources rapidly concentrating in leading large enterprises[28] - Green building has become a new direction for the architectural design industry, with policies encouraging improved green and low-carbon design, leading to rapid growth in green building business[29] - Digital transformation is a crucial path for architectural design enterprises to overcome difficulties and reduce costs, with integrated application of BIM technology receiving policy support[30] - Urban construction has entered an era of existing stock, with urban renewal becoming a norm, and related policies continuously improving to promote high-quality urban renewal[31] Core Business Operations During the Reporting Period The company's core business involves architectural design and related services, including architectural design, urban planning, and design consulting, with extensive experience in various building types and active development in specialized design consulting services like prefabricated construction and BIM technology - The company holds Grade A qualifications for the construction industry (architectural engineering) and urban and rural planning, enabling it to provide full-process or phased design services[32] - In residential architectural design, the company has established strategic partnerships with renowned real estate developers such as Poly Group, China Overseas Property, China Resources Land, and Vanke, while actively exploring talent housing and affordable rental housing projects[36] - The company was approved as one of the first "National Prefabricated Building Industrial Bases" in 2017, actively participates in local standard formulation, and provides full-process services for prefabricated buildings[46] - The company is one of the earliest architectural design firms in China to initiate specialized BIM research, covering full-discipline BIM forward design, and collaborates with Beijing Gouli Technology Co., Ltd. to develop BIM software[50][53] - The company actively practices green and low-carbon development concepts, conducts research on ultra-low energy consumption and near-zero energy consumption building design, and explores technology in building-integrated photovoltaics[55][56] - The company provides intelligent building design by integrating technologies such as IoT, cloud computing, big data, and artificial intelligence to customize precise and applicable AI systems for target projects[59] Primary Business Model The company primarily secures business through bidding and direct client委托, emphasizing full-process or phased design services with a strong matrix management approach, enhanced by BIM technology, and a procurement model covering both project-specific and routine needs - The company's business acquisition models include bidding (public and invited tenders) and direct client engagement[60] - The production model offers full-process or phased design services, strengthening management through a collaborative design platform and leveraging BIM technology to enhance efficiency and quality[63] - The procurement model is divided into project-based procurement (e.g., EPC projects, design general contracting projects, consortium cooperation projects, professional subcontracts) and routine procurement (e.g., office supplies, labor protection benefits)[64][65][67] Company's Industry Position The company holds a leading position in the architectural design industry, recognized as one of the first "National Prefabricated Building Industrial Bases" and ranking 2nd in the Building Design WA 100 2022 list, with numerous industry honors - The company was approved as one of the first "National Prefabricated Building Industrial Bases" in 2017, and as a "Guangdong Province Prefabricated Building Industrial Base" and "Shenzhen City Engineering Application Prefabricated Building Industrial Base" in 2019[68] - The company ranked 2nd in the WA 100 2022 list published by the British architectural magazine "Building Design"[68] - The company received honors such as the 2024 Guangdong Province Steel Structure Science and Technology Award and the 21st Shenzhen Excellent Engineering Survey and Design Award, and was listed among the 2024 Top Ten Private Architectural Design Brands in China Construction[68] Performance Drivers The company's performance growth is primarily driven by the architectural design industry's shift towards efficient, energy-saving, and intensive development, business expansion through technological innovations like BIM and prefabricated construction, intensified urban renewal policies, and significant market demand in the Guangdong-Hong Kong-Macao Greater Bay Area - The architectural design sector is transforming towards efficient, energy-saving, and intensive development, upgrading services and strengthening integration with public welfare and infrastructure fields[69] - Technological innovations such as BIM and prefabricated construction drive the company's business growth, with Shenzhen's total prefabricated building construction scale exceeding 100 million square meters[70] - Intensified urban renewal efforts and increased investment drive the company's focus on architectural design, urban planning, and design consulting businesses related to urban renewal[71][72] - The implementation of the Guangdong-Hong Kong-Macao Greater Bay Area development plan is expected to trigger a new wave of investment and construction, creating immense market demand for architectural design, urban planning, and municipal engineering services[73] Analysis of Core Competencies The company's core competencies stem from its strong brand, high-quality projects, excellent professional team, strategic location in the Guangdong-Hong Kong-Macao Greater Bay Area, innovative SMART architectural design methodology, and a robust new technology R&D and application advantage built through integration, external collaboration, and independent innovation, supported by a multi-dimensional information management platform - The company has established a strong brand effect through unique design creativity, excellent product quality, and comprehensive service capabilities, forming strategic partnerships with numerous renowned real estate enterprises and government departments[74] - The company boasts over 140 registered professionals, including first-class registered architects and structural engineers, and fosters innovation through incentive mechanisms[75] - The company has deeply cultivated the Guangdong-Hong Kong-Macao Greater Bay Area market, with the South China region accounting for 52.92% of revenue during the reporting period, possessing a strong reputation and numerous award-winning projects[76] - The company implements the "SMART Architectural Design Method," adhering to principles of sustainability, maintainability, architectural professionalism, rationality, and technicality to achieve innovative solutions[76] - The company builds technological competitive barriers through deepened technical integration, external collaboration for new technologies (e.g., BIM software partnership with Beijing Gouli Technology, integration with AI large model enterprises), and independent R&D (e.g., automatic door and window design tools, BIM intelligent generation tools)[77][78][79] - The company has established a multi-dimensional information management system covering collaborative design, knowledge management, operations and financial management, project management, document management, and digital intelligence platforms, enhancing management efficiency, reducing costs, and optimizing client response[80] Analysis of Main Business During the reporting period, the company's operating revenue decreased by 34.76% year-on-year due to industry downturn, while operating costs decreased by 26.66% mainly due to lower design personnel costs, and net loss attributable to shareholders narrowed by 29.43%, with architectural design accounting for 92.20% of revenue and the South China region remaining the primary revenue source Year-on-Year Changes in Key Financial Data | Item | Current Reporting Period (CNY) | Prior Year's Corresponding Period (CNY) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 123,392,930.61 | 189,133,000.88 | -34.76% | Primarily due to the continuous decline in industry prosperity | | Operating Cost | 120,136,171.00 | 163,798,792.88 | -26.66% | Primarily due to reduced labor costs for the company's design personnel | | Selling Expenses | 5,265,764.94 | 6,529,881.10 | -19.36% | Primarily due to reduced scale of marketing personnel and market expenses | | Administrative Expenses | 36,058,697.27 | 33,630,021.95 | 7.22% | Primarily due to increased employee severance payments | | Financial Expenses | -222,835.75 | -830,192.96 | 73.16% | Primarily due to decreased interest income | | Income Tax Expenses | -1,564,911.78 | -45,997.24 | -3,302.19% | Primarily due to decreased total profit | | Net Cash Flow from Operating Activities | -36,590,569.94 | -92,997,125.70 | 60.65% | Primarily due to a significant reduction in employee compensation payments | | Net Cash Flow from Investing Activities | 51,125,989.21 | 55,707,331.52 | -8.22% | Primarily influenced by the purchase and redemption of wealth management products during the reporting period | | Net Cash Flow from Financing Activities | -94,729,298.70 | -95,476,633.89 | 0.78% | No significant change | | Net Increase in Cash and Cash Equivalents | -80,193,879.43 | -132,766,428.07 | 39.60% | Primarily due to reduced personnel and outsourcing costs | Products or Services Accounting for Over 10% | Product or Service | Operating Revenue (CNY) | Operating Cost (CNY) | Gross Profit Margin | Year-on-Year Change in Operating Revenue | Year-on-Year Change in Operating Cost | Year-on-Year Change in Gross Profit Margin | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Architectural Design | 113,769,719.14 | 110,780,818.33 | 2.63% | -34.43% | -26.39% | -10.64% | | By Region | | | | | | | | South China Region | 65,296,976.04 | 63,646,836.18 | 2.53% | -39.23% | -32.01% | -10.34% | | East China Region | 24,344,477.84 | 23,748,237.31 | 2.45% | -10.17% | 0.33% | -10.21% | Analysis of Non-Core Business During the reporting period, non-core business significantly impacted total profit, with asset disposal gains and government grants providing positive contributions, while asset impairment and credit impairment losses had a negative effect, noting that these non-recurring items are not sustainable Impact of Non-Core Business on Total Profit | Item | Amount (CNY) | Percentage of Total Profit | Explanation of Cause | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | 8,119,048.16 | -35.36% | Income from cash wealth management during the reporting period | No | | Gains/Losses from Fair Value Changes | -1,999,396.31 | 8.71% | Fair value changes from cash wealth management during the reporting period | No | | Asset Impairment | -9,144,788.97 | 39.83% | Impairment loss provision for contract assets during the reporting period | No | | Non-Operating Expenses | 1,333,765.90 | -5.81% | Loss from sale of debt-for-equity properties during the reporting period | No | | Gains from Asset Disposal | 27,619,427.14 | -120.29% | Gains from disposal of office building during the reporting period | No | | Other Income | 12,957,702.62 | -56.43% | Government industrial development support funds received during the reporting period | No | | Credit Impairment Losses | -7,906,047.72 | 34.43% | Impairment loss provision for accounts receivable and notes receivable during the reporting period | No | Analysis of Assets and Liabilities At the end of the reporting period, the company's total assets and net assets attributable to shareholders both decreased, with contract assets declining due to lower operating revenue and fixed assets decreasing due to the sale of property, while other asset and liability items remained stable, though some bank deposits and letter of guarantee deposits were restricted Significant Changes in Asset Composition | Item | Period-End Amount (CNY) | Percentage of Total Assets | Prior Year-End Amount (CNY) | Percentage of Total Assets | Change in Proportion | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 397,586,265.81 | 25.81% | 473,217,235.45 | 28.16% | -2.35% | No significant change | | Accounts Receivable | 96,292,157.65 | 6.25% | 100,912,657.90 | 6.01% | 0.24% | No significant change | | Contract Assets | 157,359,633.22 | 10.22% | 191,036,927.94 | 11.37% | -1.15% | Primarily decreased due to lower operating revenue | | Investment Properties | 75,719,520.32 | 4.92% | 75,924,395.93 | 4.52% | 0.40% | No significant change | | Fixed Assets | 96,766,287.43 | 6.28% | 119,780,060.17 | 7.13% | -0.85% | Primarily due to the sale of property assets | | Right-of-Use Assets | 7,133,533.69 | 0.46% | 8,154,027.98 | 0.49% | -0.03% | No significant change | | Short-Term Borrowings | 0.00 | 0.00% | 200,000.00 | 0.01% | -0.01% | No significant change | | Contract Liabilities | 214,637,583.25 | 13.94% | 216,153,102.67 | 12.86% | 1.08% | No significant change | | Lease Liabilities | 5,287,019.98 | 0.34% | 6,156,183.98 | 0.37% | -0.03% | No significant change | Financial Assets Measured at Fair Value | Item | Period-End Amount (CNY) | Period-Beginning Amount (CNY) | | :--- | :--- | :--- | | Trading Financial Assets | 560,954,004.30 | 559,829,773.00 | | Other Non-Current Financial Assets | 9,122,816.86 | 9,246,444.47 | | Total | 570,076,821.16 | 569,076,217.47 | Restricted Asset Status | Item | Period-End Balance (CNY) | Period-Beginning Balance (CNY) | Reason for Not Being Cash and Cash Equivalents | | :--- | :--- | :--- | :--- | | Bank Deposits - Frozen | 5,282,630.53 | 721,091.46 | Restricted use | | Other Monetary Funds - Letter of Guarantee Deposit | 2,973,685.26 | 2,972,314.54 | Restricted use | | Total | 8,256,315.79 | 3,693,406.00 | — | Analysis of Investment Status The company had no significant equity or non-equity investments during the reporting period, with an overall utilization rate of 66.63% for raised funds; some projects were extended to December 31, 2025, while others were terminated with remaining funds permanently used for working capital, and the company engaged in entrusted wealth management with 55.80 million yuan in outstanding bank wealth management products - The company had no significant equity investments or non-equity investments during the reporting period[92] Overall Utilization of Raised Funds | Fundraising Year | Total Raised Funds (CNY 10,000) | Net Raised Funds (CNY 10,000) | Total Raised Funds Used to Date (CNY 10,000) | Utilization Rate of Raised Funds at Period End | | :--- | :--- | :--- | :--- | :--- | | 2019 | 56,725 | 51,158.58 | 34,086.26 | 66.63% | - The completion date for "Prefabricated Building and BIM Business R&D and Industrialization Project" and "Technology R&D Center (Shenzhen) Construction Project" has been further extended to December 31, 2025[100] - The company terminated the "Highland Architecture Research Center Construction Project" and "Information System Construction Project," and the remaining raised funds will be permanently used to supplement working capital[100] Entrusted Wealth Management | Specific Type | Source of Entrusted Funds | Amount of Entrusted Wealth Management (CNY 10,000) | Outstanding Balance (CNY 10,000) | | :--- | :--- | :--- | :--- | | Bank Wealth Management Products | Raised Funds | 5,000 | 4,800 | | Bank Wealth Management Products | Own Funds | 55,000 | 51,000 | | Total | | 60,000 | 55,800 | Significant Asset and Equity Disposals The company did not dispose of any significant assets or equity during the reporting period - The company did not dispose of significant assets during the reporting period[106] - The company did not dispose of significant equity during the reporting period[107] Analysis of Major Holding and Participating Companies The company had no important holding or participating company information requiring disclosure during the reporting period - The company had no important holding or participating company information requiring disclosure during the reporting period[107] Structured Entities Controlled by the Company The company did not control any structured entities during the reporting period - The company did not control any structured entities during the reporting period[108] Risks Faced by the Company and Countermeasures The company faces risks from changing market conditions (declining real estate industry prosperity), intensifying market competition, unbalanced regional market development, and competitive pressures from industry innovation or technological advancements, which it addresses by maintaining key clients, developing new ones, optimizing fund management, monitoring market trends, implementing a "headquarters + regional branch" model, and continuously investing in new technology R&D and equity incentives - The company's main business is closely linked to the real estate industry, and it faces risks such as extended cash recovery cycles and increased overdue accounts receivable due to the decline in real estate industry prosperity[109] - Intensified competition in the domestic architectural design industry and increasing market concentration pose uncertainties for the company's sustained business growth[110] - The company will continue to adhere to the "headquarters + regional branch" operating and management model, strengthen control, and promote the common development of all branches by integrating and sharing client and technical resources to mitigate risks from unbalanced regional markets[111] - The architectural design industry experiences rapid technological R&D innovation and iteration, and the company continuously prioritizes the R&D and application of new architectural design technologies, implementing equity incentives to maintain its technological leadership[112] Registration Form for Research, Communication, and Interview Activities During the Reporting Period On May 16, 2025, the company held its 2024 annual online performance briefing via the Tonghuashun online roadshow platform, engaging in online communication with investors, with relevant records disclosed on Juchao Information Network - On May 16, 2025, the company held its 2024 annual online performance briefing via the Tonghuashun online roadshow platform (https://board.10jqka.com.cn/ir)[113](index=113&type=chunk) - This event primarily discussed the content of the 2024 annual performance briefing, and relevant information has been disclosed on Juchao Information Network[113] Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan The company has not disclosed a market value management system or a valuation enhancement plan - The company has not formulated a market value management system[114] - The company has not disclosed a valuation enhancement plan[114] Implementation of 'Dual Improvement in Quality and Returns' Action Plan The company has not disclosed an announcement regarding the "Dual Improvement in Quality and Returns" action plan - The company has not disclosed an announcement regarding the "Dual Improvement in Quality and Returns" action plan[115] Corporate Governance, Environment, and Society Changes in Directors, Supervisors, and Senior Management During the reporting period, there were no changes in the company's directors, supervisors, and senior management, with specific details available in the 2024 annual report - There were no changes in the company's directors, supervisors, and senior management during the reporting period, with specific details available in the 2024 annual report[116] Profit Distribution and Capital Reserve Conversion to Share Capital During the Reporting Period The company plans not to distribute cash dividends, not to issue bonus shares, and not to convert capital reserves into share capital for the semi-annual period - The company plans not to distribute cash dividends, not to issue bonus shares, and not to convert capital reserves into share capital for the semi-annual period[117] Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period[118] Environmental Information Disclosure The company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law - The listed company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law[119] Social Responsibility The company safeguards shareholder rights through a standardized corporate governance structure, timely and accurate information disclosure, and various communication channels, while strictly adhering to labor laws, providing comprehensive employee benefits and development opportunities, and prioritizing client needs with full-service design and technical support - The company has established a standardized corporate governance structure, ensuring shareholder rights through timely, truthful, accurate, and complete information disclosure and various communication channels (e.g., performance briefings, investor hotlines, interactive platforms)[119] - The company strictly adheres to labor laws and regulations such as the "Labor Contract Law" and "Social Insurance Law," providing employees with five social insurances, one housing fund, commercial insurance, and opportunities for professional skill training and career development[119][120] - The company aims to meet client needs as its ultimate service goal, engaging in thorough communication during design work, evaluating project feasibility, and actively resolving issues during the construction process[120] Significant Matters Commitments Fulfilled and Overdue Unfulfilled by Controlling Shareholder, Shareholders, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period The company's actual controllers, shareholders, and related parties have all duly fulfilled their commitments made during the initial public offering or refinancing regarding non-competition, related party transactions, fund occupation, and other matters, with no overdue unfulfilled commitments as of the end of the reporting period - Xu Xianlin, Xu Jiang, Yang Weizhong, and other committing parties have all duly fulfilled their commitments to avoid horizontal competition, ensuring they do not engage in businesses or activities that constitute or may constitute horizontal competition with Zhubo Design[122] - Xu Xianlin, Xu Jiang, Yang Weizhong, Zhuxian Partnership, Zhuwei Partnership, Zhujiu Partnership, and other committing parties have all duly fulfilled their commitments to reduce and regulate related party transactions, ensuring they do not harm the legitimate rights and interests of the company and other shareholders through related party transactions[122][123] - Xu Xianlin and Xu Jiang have duly fulfilled their commitments not to illegally occupy company funds, assets, and resources, and to maintain the company's independence[123][124] - The company and relevant committing parties have all duly fulfilled their public commitments made during the initial public offering and listing, actively accepting public supervision[124][125] Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties from the Listed Company During the reporting period, the company had no non-operating funds occupied by its controlling shareholder or other related parties - During the reporting period, the listed company had no non-operating funds occupied by its controlling shareholder or other related parties[126] Irregular External Guarantees The company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period[127] Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was not audited - The company's semi-annual report was not audited[128] Board of Directors, Supervisory Board, and Audit Committee's Explanation on the 'Non-Standard Audit Report' for the Current Period During the reporting period, the company did not receive a "non-standard audit report" from its accounting firm - During the reporting period, the company did not receive a "non-standard audit report" from its accounting firm[129] Board of Directors' Explanation on the 'Non-Standard Audit Report' for the Previous Year During the reporting period, there was no explanation from the Board of Directors regarding a "non-standard audit report" for the previous year - During the reporting period, there was no explanation from the Board of Directors regarding a "non-standard audit report" for the previous year[129] Bankruptcy Reorganization Matters The company had no bankruptcy reorganization matters during the reporting period - The company had no bankruptcy reorganization matters during the reporting period[129] Litigation Matters The company had no significant litigation or arbitration matters during the reporting period, with other litigation cases totaling 16.89 million yuan, none of which formed a provision for liabilities and all remain unresolved - The company had no significant litigation or arbitration matters during this reporting period[130] Summary of Other Litigation Matters | Basic Information of Litigation (Arbitration) | Amount Involved (CNY 10,000) | Provision for Liabilities Formed | Litigation (Arbitration) Progress | Outcome and Impact of Litigation (Arbitration) | Status of Litigation (Arbitration) Judgment Execution | | :--- | :--- | :--- | :--- | :--- | :--- | | Summary of other litigation cases not yet concluded and not meeting the disclosure threshold for significant litigation during the reporting period | 1,689.41 | No | Unresolved litigation | Not applicable | Not applicable | Penalties and Rectification The company had no penalties or rectification situations during the reporting period - The company had no penalties or rectification situations during the reporting period[131] Integrity Status of the Company, its Controlling Shareholder, and Actual Controller During the reporting period, there were no integrity issues concerning the company, its controlling shareholder, or actual controller - During the reporting period, there were no integrity issues concerning the company, its controlling shareholder, or actual controller[132] Significant Related Party Transactions During the reporting period, the company did not engage in significant related party transactions related to daily operations, asset or equity acquisitions/disposals, joint external investments, related party creditor-debtor relationships, or transactions with affiliated financial companies - The company had no related party transactions related to daily operations during the reporting period[132] - The company had no related party transactions involving asset or equity acquisitions or disposals during the reporting period[133] - The company had no related party creditor-debtor relationships during the reporting period[135] - The company and its controlled financial companies had no deposits, loans, credit lines, or other financial business with related parties[136][137] Significant Contracts and Their Performance The company had no significant entrustment, contracting, guarantees, or major operational contracts during the reporting period, primarily leasing properties for office use in Guangdong, Lhasa, Nanning, and Taiyuan, along with some employee dormitories, with no leasing projects contributing over 10% of total profit - The company had no entrustment situations during the reporting period[139] - The company had no contracting situations during the reporting period[140] - The company had no significant guarantee situations during the reporting period[142] - The company had no significant operational contracts during the reporting period[143] - The company primarily leased properties for office use in Guangdong Province, Lhasa (Tibet), Nanning (Guangxi), Taiyuan (Shanxi), and other locations, as well as a small number of houses for employee dormitories[141] Explanation of Other Significant Matters The company completed the sale of its Shanghai Jing'an District property in July 2025, including tax payments and transfer procedures - The company convened the sixth meeting of the fifth board of directors on July 19, 2024, and approved the "Proposal on Terminating and Re-deliberating the Company's Property Sale"[145] - In July 2025, the company's property located at No. 11 Yujinggang Road, Jing'an District (formerly Zhabei District), Shanghai, completed tax payments and transfer procedures, and the sale was fully finalized[145] Significant Matters of Company Subsidiaries The company had no significant subsidiary matters during the reporting period - The company had no significant subsidiary matters during the reporting period[146] Share Changes and Shareholder Information Share Change Status During the reporting period, the company's total share capital decreased by 1,568,000 shares, representing 0.9627% of the total share capital before repurchase and cancellation, due to the repurchase and cancellation of restricted shares, primarily resulting from the departure of incentive recipients and failure to meet performance targets, leading to a decrease in restricted shares and a corresponding increase in unrestricted shares Share Change Status | Share Type | Quantity Before Change (shares) | Proportion Before Change | Increase/Decrease in This Change (shares) | Quantity After Change (shares) | Proportion After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 49,687,850 | 30.51% | -1,564,400 | 48,123,450 | 29.83% | | Of which: Shares held by domestic natural persons | 49,583,050 | 30.44% | -1,465,600 | 48,117,450 | 29.83% | | Shares held by foreign investors | 104,800 | 0.06% | -98,800 | 6,000 | 0.00% | | II. Unrestricted Shares | 113,195,350 | 69.49% | -3,600 | 113,191,750 | 70.17% | | III. Total Shares | 162,883,200 | 100.00% | -1,568,000 | 161,315,200 | 100.00% | - A total of 1,568,000 restricted shares were repurchased and cancelled, accounting for 0.9627% of the company's total share capital of 162,883,200 shares before the repurchase and cancellation[151] - Reasons for repurchase and cancellation include 4 incentive recipients no longer qualifying due to resignation, and 51 incentive recipients failing to meet the company-level performance assessment conditions for the third vesting period of the 2021 restricted stock incentive plan[150][151] - The repurchase and cancellation of these restricted shares were completed on June 16, 2025[151] Securities Issuance and Listing The company had no securities issuance or listing activities during the reporting period - The company had no securities issuance or listing activities during the reporting period[156] Number of Shareholders and Shareholding Status As of the end of the reporting period, the total number of common shareholders was 8,077, with Xu Xianlin holding 20.91% and Xu Jiang 8.69% among the top ten shareholders, including employee shareholding platforms, and Xu Xianlin and Xu Jiang are brothers acting in concert, with some shareholders holding shares through credit securities accounts - As of the end of the reporting period, the total number of common shareholders was 8,077[157] Shareholding Status of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Percentage | Number of Shares Held at Period End (shares) | Number of Restricted Shares Held (shares) | Number of Unrestricted Shares Held (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | | Xu Xianlin | Domestic Natural Person | 20.91% | 33,726,400 | 25,294,800 | 8,431,600 | | Xu Jiang | Domestic Natural Person | 8.69% | 14,024,000 | 10,518,000 | 3,506,000 | | Tibet Zhuxian Enterprise Management Partnership (Limited Partnership) | Domestic Non-State-Owned Legal Person | 7.96% | 12,840,000 | 0.00 | 12,840,000 | | Shenzhen Zhuwei Investment Management Enterprise (Limited Partnership) | Domestic Non-State-Owned Legal Person | 7.25% | 11,690,000 | 0.00 | 11,690,000 | | Tibet Zhujiu Enterprise Management Partnership (Limited Partnership) | Domestic Non-State-Owned Legal Person | 7.18% | 11,590,000 | 0.00 | 11,590,000 | | Yang Weizhong | Domestic Natural Person | 6.93% | 11,181,600 | 10,312,200.00 | 869,400 | - Xu Xianlin and Xu Jiang are brothers and act in concert; Zhuxian Partnership, Zhuwei Partnership, and Zhujiu Partnership are employee shareholding platforms of the company, with Xu Xianlin as the executive partner of these partnerships[158] - Among the top 10 unrestricted circulating share shareholders, Tibet Zhuxian, Shenzhen Zhuwei, and Tibet Zhujiu, all employee shareholding platforms, hold a significant number of unrestricted circulating shares[158][159] Changes in Shareholdings of Directors, Supervisors, and Senior Management During the reporting period, the shareholdings of Deputy General Manager Yang Weizhong, Deputy General Manager Ma Zhenyan, and Deputy General Manager and Board Secretary Chen Shaofeng all decreased, primarily due to the repurchase and cancellation of restricted shares Changes in Shareholdings of Directors, Supervisors, and Senior Management | Name | Position | Shares Held at Beginning of Period (shares) | Shares Reduced in Current Period (shares) | Shares Held at End of Period (shares) | | :--- | :--- | :--- | :--- | :--- | | Yang Weizhong | Deputy General Manager | 13,749,600 | 2,568,000 | 11,181,600 | | Ma Zhenyan | Deputy General Manager | 2,656,600 | 663,900 | 1,992,700 | | Chen Shaofeng | Deputy General Manager, Board Secretary | 33,600 | 19,200 | 14,400 | Changes in Controlling Shareholder or Actual Controller The company's controlling shareholder or actual controller did not change during the reporting period - The company's controlling shareholder did not change during the reporting period[162] - The company's actual controller did not change during the reporting period[162] Preferred Share Information The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period[163] Bond-Related Information The company had no bond-related information during the reporting period - The company had no bond-related information during the reporting period[165] Financial Report Audit Report The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited[167] 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 for the first half of 2025, providing a comprehensive overview of its financial position, operating results, and cash flows Consolidated Balance Sheet As of June 30, 2025, the company's consolidated total assets amounted to 1.54 billion yuan, a decrease of 8.33% from the beginning of the period, with total current assets at 1.24 billion yuan, total non-current assets at 300 million yuan, total liabilities at 339 million yuan, and total owners' equity at 1.20 billion yuan Consolidated Balance Sheet Key Data | Item | Period-End Balance (CNY) | Period-Beginning Balance (CNY) | | :--- | :--- | :--- | | Total Assets | 1,540,248,735.32 | 1,680,251,873.91 | | Total Current Assets | 1,240,430,745.62 | 1,365,054,852.86 | | Total Non-Current Assets | 299,817,989.70 | 315,197,021.05 | | Total Liabilities | 339,097,973.21 | 377,047,962.74 | | Total Owners' Equity | 1,201,150,762.11 | 1,303,203,911.17 | Parent Company Balance Sheet As of June 30, 2025, the parent company's total assets amounted to 1.55 billion yuan, a decrease of 8.14% from the beginning of the period, with total current assets at 1.18 billion yuan, total non-current assets at 364 million yuan, total liabilities at 371 million yuan, and total owners' equity at 1.17 billion yuan Parent Company Balance Sheet Key Data | Item | Period-End Balance (CNY) | Period-Beginning Balance (CNY) | | :--- | :--- | :--- | | Total Assets | 1,544,648,983.92 | 1,681,434,475.59 | | Total Current Assets | 1,180,928,867.53 | 1,302,303,737.48 | | Total Non-Current Assets | 363,720,116.39 | 379,130,738.11 | | Total Liabilities | 371,152,340.09 | 402,680,149.05 | | Total Owners' Equity | 1,173,496,643.83 | 1,278,754,326.54 | Consolidated Income Statement In the first half of 2025, the company's consolidated total operating revenue was 123.39 million yuan, a year-on-year decrease of 34.76%, while total operating costs were 174.67 million yuan, a year-on-year decrease of 21.00%, resulting in a net loss of 21.40 million yuan, a 29.43% narrowing of the loss, and basic earnings per share of -0.13 yuan Consolidated Income Statement Key Data | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | I. Total Operating Revenue | 123,392,930.61 | 189,133,000.88 | | II. Total Operating Costs | 174,665,570.47 | 221,055,047.96 | | III. Operating Profit (Loss indicated by "—") | -21,626,694.94 | -28,157,481.48 | | IV. Total Profit (Total loss indicated by "—") | -22,960,460.84 | -30,363,038.71 | | V. Net Profit (Net loss indicated by "—") | -21,395,549.06 | -30,317,041.47 | | VIII. Earnings Per Share: Basic Earnings Per Share | -0.13 | -0.19 | Parent Company Income Statement In the first half of 2025, the parent company's operating revenue was 116.29 million yuan, a year-on-year decrease of 37.72%, resulting in a net loss of 24.60 million yuan, a 9.18% narrowing of the loss, and basic earnings per share of -0.15 yuan Parent Company Income Statement Key Data | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | I. Operating Revenue | 116,291,792.87 | 186,694,070.61 | | II. Operating Profit (Loss indicated by "—") | -24,799,638.22 | -25,086,741.90 | | III. Total Profit (Total loss indicated by "—") | -26,133,404.12 | -27,291,981.31 | | IV. Net Profit (Net loss indicated by "—") | -24,600,082.71 | -27,086,215.55 | | VII. Earnings Per Share: Basic Earnings Per Share | -0.15 | -0.17 | Consolidated Cash Flow Statement In the first half of 2025, the company's net cash flow from operating activities was -36.59 million yuan, a significant improvement of 60.65% year-on-year, while net cash flow from investing activities was 51.13 million yuan, and net cash flow from financing activities was -94.73 million yuan, resulting in a net increase in cash and cash equivalents of -80.19 million yuan Consolidated Cash Flow Statement Key Data | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -36,590,569.94 | -92,997,125.70 | | Net Cash Flow from Investing Activities | 51,125,989.21 | 55,707,331.52 | | Net Cash Flow from Financing Activities | -94,729,298.70 | -95,476,633.89 | | Net Increase in Cash and Cash Equivalents | -80,193,879.43 | -132,766,428.07 | | Period-End Balance of Cash and Cash Equivalents | 389,329,950.02 | 336,075,733.26 | Parent Company Cash Flow Statement In the first half of 2025, the parent company's net cash flow from operating activities was -36.64 million yuan, a 56.59% improvement year-on-year, while net cash flow from investing activities was 51.13 million yuan, and net cash flow from financing activities was -94.73 million yuan, resulting in a net increase in cash and cash equivalents of -80.24 million yuan Parent Company Cash Flow Statement Key Data | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -36,635,200.22 | -84,348,986.99 | | Net Cash Flow from Investing Activities | 51,125,989.21 | 4,930,570.53 | | Net Cash Flow from Financing Activities | -94,729,298.70 | -95,476,633.89 | | Net Increase in Cash and Cash Equivalents | -80,238,509.71 | -174,895,050.35 | | Period-End Balance of Cash and Cash Equivalents | 330,028,283.21 | 278,031,479.05 | Consolidated Statement of Changes in Owners' Equity In the first half of 2025, the company's consolidated owners' equity totaled 1.20 billion yuan, a decrease of 102 million yuan from the beginning of the period, primarily due to a 1.45 million yuan reduction in share capital, a 9.78 million yuan decrease in capital reserves, a 102 million yuan decrease in undistributed profits, and an 11.23 million yuan reduction in treasury stock Consolidated Statement of Changes in Owners' Equity | Item | Share Capital (CNY) | Capital Reserve (CNY) | Less: Treasury Stock (CNY) | Undistributed Profits (CNY) | Total Owners' Equity (CNY) | | :--- | :--- | :--- | :--- | :--- | :--- | | Beginning Balance | 162,768,000.00 | 551,828,676.86 | 11,231,960.00 | 518,527,456.08 | 1,303,203,911.17 | | Amount of Change in Current Period | -1,452,800.00 | -9,779,160.00 | -11,231,960.00 | -102,053,149.06 | -102,053,149.06 | | Ending Balance | 161,315,200.00 | 542,049,516.86 | 0.00 | 416,474,307.02 | 1,201,150,762.11 | Parent Company Statement of Changes in Owners' Equity In the first half of 2025, the parent company's owners' equity totaled 1.17 billion yuan, a decrease of 105 million yuan from the beginning of the period, primarily due to a 1.45 million yuan reduction in share capital, a 9.78 million yuan decrease in capital reserves, a 105 million yuan decrease in undistributed profits, and an 11.23 million yuan reduction in treasury stock Parent Company Statement of Changes in Owners' Equity | Item | Share Capital (CNY) | Capital Reserve (CNY) | Less: Treasury Stock (CNY) | Undistributed Profits (CNY) | Total Owners' Equity (CNY) | | :--- | :--- | :--- | :--- | :--- | :--- | | Beginning Balance | 162,768,000.00 | 551,828,676.86 | 11,231,960.00 | 494,077,871.45 | 1,278,754,326.54 | | Amount of Change in Current Period | -1,452,800.00 | -9,779,160.00 | -11,231,960.00 | -105,257,682.71 | -105,257,682.71 | | Ending Balance | 161,315,200.00 | 542,049,516.86 | 0.00 | 388,820,188.74 | 1,173,496,643.83 | Company Overview Zhubo Design Co., Ltd., established on March 25, 1996, is registered in Lhasa, Tibet Autonomous Region, with its communication address in Futian District, Shenzhen, and its shares listed on the Shenzhen Stock Exchange, primarily providing architectural design, urban planning, and related consulting and technical support services - Zhubo Design Co., Ltd. was established on March 25, 1996, registered in Lhasa, Tibet Autonomous Region, and its shares are listed on the Shenzhen Stock Exchange[217] - The company belongs to the architectural design industry, primarily providing architectural design or urban planning related documents and drawings, as well as design and planning related consulting and technical support services[217] Basis of Financial Statement Preparation The company's financial statements are prepared in accordance with the Accounting Standards for Business Enterprises issued by the Ministry of Finance and relevant regulations, as well as the CSRC's "Information Disclosure Rules for Companies Issuing Securities No. 15 – General Provisions for Financial Reports" (2023 Revision), and are presented on a going concern basis - The company's financial statements are prepared in accordance with the "Accounting Standards for Business Enterprises" and their application guidelines, interpretations, and other relevant regulations, as well as the China Securities Regulatory Commission's "Information Disclosure Rules for Companies Issuing Securities No. 15 – General Provisions for Financial Reports" (2023 Revision)[218] - The company evaluated its ability to continue as a going concern for 12 months from the end of the reporting period, found no significant doubts about its going concern ability, and thus presented the financial statements on a going concern basis[219] Significant Accounting Policies and Estimates This section details the company's specific accounting policies and estimates for various items, including compliance with accounting standards, accounting period, operating cycle, functional currency, materiality, business combinations, consolidated financial statements, joint arrangements, cash and cash equivalents, financial instruments, contract assets, assets held for sale, long-term equity investments, investment properties, fixed assets, construction in progress, borrowing costs, intangible assets, long-term deferred expenses, employee benefits, provisions, share-based payments, revenue, government grants, deferred income tax assets/liabilities, and leases - The company adheres to the requirements of the Accounting Standards for Business Enterprises, truthfully, accurately, and completely reflecting its financial position, operating results, and cash flows[221] - The company uses one year (12 months) as its normal operating cycle and as the standard for classifying assets and liabilities as current or non-current[223] - The company classifies financial assets at initial recognition based on the business model for managing financial assets and the contractual cash flow characteristics, into those measured at amortized cost, at fair value through other comprehensive income, or at fair value through profit or loss[235] - The company performs impairment testing and recognizes loss provisions for financial assets measured at amortized cost and contract assets based on expected credit losses[244] - The company recognizes revenue when it satisfies a performance obligation in the contract, meaning when the customer obtains control of the related goods or services[288] - The company recognizes right-of-use assets and lease liabilities for leases, and depreciates right-of-use assets using the straight-line method based on the expected pattern of consumption of economic benefits associated with the asset[300] Taxation The company's main taxes include VAT, urban maintenance and construction tax, corporate income tax, education