澳华内镜(688212) - 2025 Q2 - 季度财报

Important Notice This section outlines the company's commitment to report accuracy, disclosure of significant risks, and key governance statements Board of Directors, Supervisory Board, and Senior Management Guarantee Report Authenticity The company's Board of Directors, Supervisory Board, and senior management guarantee the authenticity, accuracy, and completeness of the semi-annual report content and assume corresponding legal liabilities - The authenticity, accuracy, and completeness of the report content are guaranteed by the Board of Directors, Supervisory Board, and senior management, who also assume legal responsibility[3] Significant Risk Disclosure The company has detailed its operating risks and countermeasures in the report, advising investors to refer to Section III, "IV. Risk Factors" - The company has detailed its operating risks and countermeasures, please refer to Section III, "IV. Risk Factors"[3] All Directors Attended Board Meetings All company directors attended the Board of Directors meetings - All company directors attended the Board of Directors meetings[4] Report Unaudited This semi-annual report is unaudited - This semi-annual report is unaudited[4] Management Statement on Financial Report Authenticity The company's responsible person, chief accountant, and head of accounting department declare that the financial report in the semi-annual report is authentic, accurate, and complete - The company's responsible person, chief accountant, and head of accounting department declare that the financial report in the semi-annual report is authentic, accurate, and complete[4] Profit Distribution Plan or Capital Reserve to Share Capital Increase Plan There is no profit distribution plan or capital reserve to share capital increase plan approved by the Board of Directors for the current reporting period - There is no profit distribution plan or capital reserve to share capital increase plan for the current reporting period[5] Special Corporate Governance Arrangements The company has no special corporate governance arrangements or other significant matters - The company has no special corporate governance arrangements or other significant matters[5] Forward-Looking Statements Risk Disclaimer The company advises investors that forward-looking statements in this report, such as future plans and development strategies, do not constitute substantial commitments and involve investment risks - Forward-looking statements do not constitute substantial commitments, and investors should be aware of investment risks[5] Non-Operating Funds Occupied by Controlling Shareholder and Related Parties There is no situation where non-operating funds are occupied by the controlling shareholder or other related parties - There is no situation where non-operating funds are occupied by the controlling shareholder or other related parties[6] External Guarantees Provided The company has not provided external guarantees in violation of prescribed decision-making procedures - There is no situation where external guarantees are provided in violation of prescribed decision-making procedures[6] Directors' Guarantee of Report Authenticity, Accuracy, and Completeness There is no situation where more than half of the directors are unable to guarantee the authenticity, accuracy, and completeness of the semi-annual report disclosed by the company - There is no situation where more than half of the directors are unable to guarantee the authenticity, accuracy, and completeness of the semi-annual report disclosed by the company[7] Other Matters There are no other significant matters for the current reporting period Section I Definitions This section provides definitions for common terms used in the report, covering company entities, medical device products, technical terms, and related medical procedures, ensuring clear understanding of the report content - Aohua Endoscopy refers to Shanghai Aohua Endoscopy Co., Ltd[11] - Endoscopes are optical instruments used for in-vivo diagnostic detection and treatment[11] - CBI (Color Band Imaging) uses filters for optical staining of human tissues to better observe microvascular structures beneath diseased mucosa[12] - 4K refers to an ultra-high-definition video display format with horizontal pixels approaching 4096[12] Section II Company Profile and Key Financial Indicators This section presents the company's basic information, contact details, stock overview, and key accounting data and financial indicators for the reporting period, noting a 26.36% year-on-year decrease in operating revenue and a shift from profit to loss, primarily due to domestic business adjustments and strategic investments, though overseas business grew Company Basic Information This section outlines the company's Chinese name, abbreviation, English name, legal representative, registered and office addresses, website, and email address - The company's Chinese name is Shanghai Aohua Endoscopy Co., Ltd., abbreviated as Aohua Endoscopy[14] - The company's legal representative is Gu Kang[14] - The company's registered and office address is No. 66, Lane 133, Guangzhong Road, Minhang District, Shanghai[14] Contact Person and Contact Information This section provides the contact address, phone, fax, and email for the company's Board Secretary (Information Disclosure Representative in China), Shi Xiaojiang, and Securities Affairs Representative, Wan Mengqi - The Board Secretary (Information Disclosure Representative in China) is Shi Xiaojiang, and the Securities Affairs Representative is Wan Mengqi[15] - The contact address for both is No. 66, Lane 133, Guangzhong Road, Minhang District, Shanghai, and the email address is ir@aohua.com[15] Information Disclosure and Document Custody Location Changes This section lists the company's selected newspapers for information disclosure, the website address for the semi-annual report, and the location where the company's semi-annual report is kept - The company's selected newspapers for information disclosure include "Shanghai Securities News", "Securities Daily", "China Securities Journal", and "Securities Times"[16] - The website address for the semi-annual report is www.sse.com.cn[16](index=16&type=chunk) - The company's semi-annual report is kept at the company's Securities Affairs Department[16] Company Stock/Depositary Receipts Overview This section introduces the company's stock listing exchange and board, stock abbreviation, and code, and states that the company has no depositary receipts - The company's stock type is A-shares, listed on the STAR Market of the Shanghai Stock Exchange[17] - The stock abbreviation is Aohua Endoscopy, and the stock code is 688212[17] - The company has no depositary receipts[18] Other Relevant Information There is no other relevant information to disclose for the current reporting period Company Key Accounting Data and Financial Indicators Operating revenue decreased by 26.36%, net profit shifted to loss, driven by domestic business adjustments and strategic investments, and R&D investment increased Key Accounting Data (Current Reporting Period Jan-Jun) | Indicator | Current Period (Jan-Jun) | Prior Period | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 260,343,298.18 RMB | 353,524,229.81 RMB | -26.36 | | Total Profit | -51,958,336.28 RMB | -2,388,299.89 RMB | N/A | | Net Profit Attributable to Shareholders of Listed Company | -40,765,239.09 RMB | 5,661,627.44 RMB | -820.03 | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains and Losses) | -51,754,542.32 RMB | -1,345,827.17 RMB | N/A | | Net Cash Flow from Operating Activities | -101,425,645.12 RMB | -129,061,317.87 RMB | N/A | | Net Assets Attributable to Shareholders of Listed Company (Period-end) | 1,261,356,146.57 RMB | 1,366,055,677.44 RMB | -7.66 | | Total Assets (Period-end) | 1,856,626,834.85 RMB | 1,748,676,638.82 RMB | 6.17 | Key Financial Indicators (Current Reporting Period Jan-Jun) | Indicator | Current Period (Jan-Jun) | Prior Period | Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (RMB/share) | -0.30 | 0.04 | -850.00 | | Diluted Earnings Per Share (RMB/share) | -0.30 | 0.04 | -850.00 | | Basic Earnings Per Share (Excluding Non-Recurring Gains and Losses) (RMB/share) | -0.30 | -0.01 | N/A | | Weighted Average Return on Net Assets (%) | -3.15 | 0.40 | Decreased by 3.55 percentage points | | Weighted Average Return on Net Assets (Excluding Non-Recurring Gains and Losses) (%) | -4.00 | -0.09 | Decreased by 3.91 percentage points | | R&D Investment as Percentage of Operating Revenue (%) | 28.35 | 24.70 | Increased by 3.65 percentage points | - Operating revenue experienced a phased adjustment, primarily due to the company's dynamic adjustments to its business pace in the domestic market, considering industry trends, product iteration cycles, and market demand rhythms, which led to a phased adjustment in domestic revenue scale[20] - The significant changes in total profit, net profit attributable to shareholders of the listed company, net profit attributable to shareholders of the listed company (excluding non-recurring gains and losses), and basic earnings per share were mainly due to a substantial decrease in the company's revenue compared to the prior period, coupled with strategic investments to ensure core technological innovation and strengthen market competitiveness, leading to a phased increase in expense ratios, which consequently impacted profit[21][23] Accounting Data Differences Under Domestic and Overseas Accounting Standards There are no accounting data differences under domestic and overseas accounting standards for the current reporting period Non-Recurring Gains and Losses Items and Amounts This section lists the company's non-recurring gains and losses items and their amounts for the reporting period, totaling 10,989,303.23 RMB, primarily including government subsidies, gains/losses from disposal of non-current assets, and fair value changes of financial assets Non-Recurring Gains and Losses Items and Amounts | Non-Recurring Gains and Losses Item | Amount (RMB) | | :--- | :--- | | Gains/losses from disposal of non-current assets, including the reversal of impairment provisions already made | 282,484.57 | | Government subsidies recognized in current profit or loss, excluding those closely related to the company's normal business operations, compliant with national policies, enjoyed according to fixed standards, and having a continuous impact on the company's profit or loss | 12,013,863.17 | | Gains/losses from changes in fair value of financial assets and financial liabilities, and gains/losses from disposal of financial assets and financial liabilities, excluding effective hedging activities related to normal business operations of non-financial enterprises | 770,742.27 | | Other non-operating income and expenses apart from the above | 4,591.93 | | Less: Income tax impact | 1,955,205.82 | | Impact on minority interests (after tax) | 127,172.89 | | Total | 10,989,303.23 | Net Profit Excluding Share-Based Payment Impact The company did not choose to disclose net profit excluding the impact of share-based payments for the current reporting period Explanation of Non-GAAP Performance Indicators There is no explanation of non-GAAP performance indicators for the current reporting period Section III Management Discussion and Analysis This section details the market development trends, technological characteristics, and the company's main business operations within the medical device industry, noting a phased adjustment in performance, with operating revenue and net profit decreasing year-on-year, but the company continues to focus on R&D innovation, expand overseas markets, strengthen its marketing system, and optimize internal management to adapt to industry changes and lay a foundation for long-term development Description of the Company's Industry and Main Business Operations During the Reporting Period This section provides a detailed overview of the medical device industry, particularly the medical endoscope market's current status, development prospects, and technological barriers, highlighting the company's main business of R&D, production, and sales of electronic endoscope equipment and consumables, with products widely used across multiple clinical departments, and an operating model integrating clinical-demand-driven R&D, strict quality control in procurement and production, and a combination of distribution and direct sales Industry Overview Main Business Overview Main Business Model - The company operates in the "C358 Medical Instrument and Equipment Manufacturing" industry[28] - The global medical device market continues to expand, with China's market growing significantly faster than the global average and gradually achieving import substitution[28] - The medical endoscope market is growing rapidly, with China's flexible endoscope market expected to grow at an annualized compound growth rate of 8.25% over the next decade, reaching 1.39 billion USD[29] - The high incidence of digestive diseases, with gastroscopy and colonoscopy rates far below developed countries, and the consensus on early diagnosis and treatment of tumors, will unleash huge demand for endoscopic diagnosis and treatment[30][33][37][38] - The medical flexible electronic endoscope industry has high technical barriers, involving precision machining, image processing, software development, optical system design, and other key technologies[39] - The company primarily engages in the R&D, production, and sales of electronic endoscope equipment and endoscopic diagnostic and surgical consumables, with products applied in gastroenterology, respiratory, ENT, gynecology, emergency, and other departments[40] - Main products include endoscope equipment (e.g., AQ-300 ultra-high-definition endoscope system) and endoscopic diagnostic and surgical consumables (non-vascular stents, basic consumables)[42] - The company adopts an R&D model driven by clinical needs, a procurement model primarily based on direct purchasing, a stock-production model, and a sales model combining distribution and direct sales[42][43][44][45] Discussion and Analysis of Operations During the reporting period, the company's performance faced phased adjustments, with operating revenue decreasing by 26.36% year-on-year and net profit shifting from profit to loss; despite a decline in domestic business due to dynamic adjustments, overseas market expansion proceeded smoothly, enhancing brand influence and achieving certain growth, while the company continued to increase R&D investment, launch new products, and actively promote marketing system construction and talent development, laying a foundation for long-term growth - Overseas business progressed smoothly, with product market access and promotion in multiple countries advancing well, leading to certain growth in overseas revenue[45] - Domestic market terminal bidding showed signs of recovery, with the company's high-end products entering tertiary hospitals and continued deep cultivation in county-level markets[45] - The new generation flagship AQ-400 host and gastrointestinal endoscopes have obtained certification[45] Performance During the Reporting Period | Indicator | Current Period (Jan-Jun) | Change (%) | | :--- | :--- | :--- | | Operating Revenue | 260,343,300 RMB | -26.36 | | Net Profit Attributable to Parent Company Shareholders | -40,765,200 RMB | Significant decrease | | Net Profit Attributable to Parent Company Shareholders (Excluding Non-Recurring Gains and Losses) | -51,754,500 RMB | Significant decrease | - R&D expenses amounted to 73,809,100 RMB, accounting for 28.35% of operating revenue[46] - Launched dual-channel endoscopes, compound electronic bronchoscopes, and 60-series digestive endoscopes (covering gastroscopes, colonoscopes, ultra-thin endoscopes, 140x optical magnification endoscopes, duodenoscopes)[47] - Obtained 9 new patent authorizations, including 6 invention patents and 3 design patents[47] - Focused on industry-university-research integration, hosting the Digestive Endoscopy Diagnosis and Treatment Technology Innovation Forum[48] - Held 16 grassroots training activities in 13 prefecture-level cities across 11 provinces in the first half of the year, supporting county-level diagnosis and treatment[48] - Enhanced the company's international brand influence by participating in international academic conferences and supporting "Belt and Road" training programs[48][49] - Continuously recruited and developed talent, improved the compensation and incentive system, and strengthened team cohesion[49] - Continuously promoted system and internal control system construction to standardize company operations[49] Analysis of Core Competitiveness During the Reporting Period The company's core competitiveness lies in its strong R&D technology, strict product quality control, extensive channel and service network, experienced core management team, and significant local brand advantage, possessing multiple core technologies in endoscope optical imaging and image processing, and having obtained ISO9001 and ISO13485 quality system certifications, with products recognized in both domestic and international markets Core Competitiveness Analysis Events Affecting Core Competitiveness and Countermeasures Core Technologies and R&D Progress - Possesses a multidisciplinary R&D team, a complete technology R&D system, and innovative R&D capabilities in optical imaging, image processing, endoscope body design, and electrical control[51] - Core technologies include image processing, endoscope body design and integration, and safety isolation[51] - AQ-100 and AQ-200 series products are listed in the catalog of excellent domestic medical equipment, and the company is recognized as a national specialized and sophisticated "Little Giant" enterprise[51][59] - Established a quality control system covering the entire process of procurement, production, sales, and after-sales service, and obtained ISO9001 and ISO13485 quality system certifications[52] - Established multiple marketing support centers domestically and internationally to provide timely after-sales service and gather clinical feedback[53] - The core management team has long-term industry experience and professional judgment, with sufficient R&D talent reserves[54] - As one of the few domestic flexible endoscope manufacturers, the company has established good brand awareness and market influence[56] - During the reporting period, the company continued to increase investment in independent innovation technology, applying for 12 new invention patents and being granted 6 invention patents[60] R&D Investment | Indicator | Current Period Amount | Prior Period Amount | Change (%) | | :--- | :--- | :--- | :--- | | Expensed R&D Investment | 73,809,124.36 RMB | 87,336,827.97 RMB | -15.49 | | Total R&D Investment | 73,809,124.36 RMB | 87,336,827.97 RMB | -15.49 | | Total R&D Investment as % of Operating Revenue | 28.35% | 24.70% | Increased by 3.65 percentage points | - 4K ultra-high-definition flexible endoscope system: AQ-400 host and gastrointestinal endoscopes obtained domestic certification, with multiple product models under registration, aiming to reach international leading levels[64] - Endoscope robot system: Type inspection and some phased clinical trials completed, aiming for product registration and launch, at an international leading level[64] - 3D digestive endoscope development: 3D endoscope type inspection and animal trial research completed, aiming for product registration and launch, at an international leading level[64] R&D Personnel | Indicator | Current Period | Prior Period | | :--- | :--- | :--- | | R&D Personnel (people) | 267 | 268 | | R&D Personnel as % of Total Employees (%) | 22.27 | 21.46 | | Total R&D Personnel Compensation (RMB) | 47,150,200 | 40,385,600 | | Average R&D Personnel Compensation (RMB) | 176,600 | 150,700 | Risk Factors The company faces multiple risks, including core competitiveness risks such as technological innovation and R&D failure, core technology leakage, and R&D personnel loss; operational risks such as intensified market competition, restricted procurement of imported raw materials, poor sales model management, and product quality control; financial risks such as changes in tax preferential policies, accounts receivable recovery, exchange rate fluctuations, interest rate changes, and goodwill impairment; and external risks such as changes in industry policies, product certification, and macroeconomic environment changes Core Competitiveness Risks - Technological innovation and R&D failure risk: Medical electronic endoscope technology is intensive, with long R&D cycles, and failure may impact business[68] - Core technology leakage risk: Some key technologies are not suitable for patent protection, posing risks of leakage or patent infringement[68][69] - R&D personnel loss risk: The stability of the R&D team is crucial for technological innovation, and insufficient compensation competitiveness may lead to talent loss[69] Operating Risks - Market expansion and market competition risk: Japanese enterprises dominate, and the company has a low market share, facing challenges in expanding market share[69] - Risk of restricted procurement of some imported raw materials: Some auxiliary material suppliers are US agents, posing risks of restrictions due to trade reasons[70] - Sales model risk: Primarily relying on distribution, poor management of distributors may harm the brand or sales[70] - Product quality control risk: Medical device products directly relate to patient life safety, and quality issues may lead to reputational damage or medical lawsuits[70] Financial Risks - Tax preferential policy change risk: If the enjoyed tax preferential policies change, it will adversely affect performance[71][72] - Accounts receivable recovery risk: Period-end book value of accounts receivable is 311,674,900 RMB, accounting for 16.79% of total assets, increasing recovery risk[72] - Exchange rate fluctuation risk: Mainly related to accounts receivable and monetary funds denominated in Euro, USD, and JPY[72] - Interest rate risk: Primarily arises from interest-bearing debts such as long-term bank borrowings[72] - Asset restructuring and goodwill impairment risk: Period-end original book value of goodwill is 80,144,400 RMB, with impairment provision of 35,103,800 RMB already made, posing a risk of further impairment[73] Industry Risks - Industry policy change risk: The medical device industry is subject to key national regulation and policy support, and policy changes may have adverse effects[73][74] - Product certification risk: Domestic and international markets have strict access standards and certification cycles for medical devices, and new products may face the risk of failing to meet standards[74][75] Macroeconomic Environment Risks - Macroeconomic environment risk: The company's industry is comprehensively affected by national macroeconomic policies and medical device industry policies, and economic cycle fluctuations may impact production and operations[75] Key Operating Performance During the Reporting Period This section analyzes the company's key operating performance during the reporting period, including changes in financial accounts of main business, asset and liability status, and investment situation; operating revenue decreased by 26.36% year-on-year, and total profit shifted from profit to loss, mainly due to domestic business adjustments and strategic investments, with changes in asset and liability structure, and increases in short-term and long-term borrowings to support working capital and share repurchases Main Business Analysis Financial Statement Related Account Fluctuation Analysis Table | Item | Current Period Amount (RMB) | Prior Period Amount (RMB) | Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 260,343,298.18 | 353,524,229.81 | -26.36 | Domestic business adjustments, overseas revenue growth | | Operating Costs | 97,919,241.42 | 100,909,672.24 | -2.96 | Increased proportion of overseas revenue, lower gross margin | | Selling Expenses | 100,259,482.63 | 122,623,118.18 | -18.24 | Reversal of accrued share-based payment expenses | | Administrative Expenses | 50,371,464.65 | 58,682,045.76 | -14.16 | Reversal of accrued share-based payment expenses | | Financial Expenses | -815,856.47 | -392,794.41 | N/A | Increased exchange gains | | R&D Expenses | 73,809,124.36 | 87,336,827.97 | -15.49 | Reversal of accrued share-based payment expenses | | Net Cash Flow from Operating Activities | -101,425,645.12 | -129,061,317.87 | N/A | Tightened payment terms, increased collection efforts | | Net Cash Flow from Investing Activities | -54,436,785.68 | 1,902,414.62 | -2,961.46 | Fixed asset investments not covered | | Net Cash Flow from Financing Activities | 191,428,808.87 | 11,071,337.97 | 1629.05 | Borrowings to supplement working capital and increase repurchase loans | Explanation of Significant Profit Changes Due to Non-Core Business Analysis of Assets and Liabilities Asset and Liability Status Changes | Item Name | Current Period-end Amount (RMB) | Change (%) | Description | | :--- | :--- | :--- | :--- | | Notes Receivable | 460,000.00 | -69.33 | Derecognition of current period increase led to decrease in balance | | Prepayments | 16,720,445.69 | 96.77 | Increase in prepaid services not yet completed | | Other Non-current Assets | 7,284,995.60 | 105.80 | Increase in prepaid equipment and software | | Short-term Borrowings | 255,551,605.40 | 161.4 | Borrowings to supplement working capital | | Employee Benefits Payable | 29,896,431.72 | -52.96 | Beginning-of-year amount included full-year annual bonus | | Taxes Payable | 5,139,100.75 | -67.13 | Decrease in VAT due to revenue decline and increased proportion of overseas revenue | | Other Current Liabilities | 839,923.86 | 149.49 | Increase in endorsed but unexpired notes receivable not derecognized | | Long-term Borrowings | 90,000,000.00 | N/A | Increase in share repurchase loans | | Lease Liabilities | 16,273,932.96 | 32.32 | New leases | - Overseas assets amounted to 99,245,949.86 RMB, accounting for 5.35% of total assets[82] Investment Status Analysis - Overall analysis of external equity investments: Investment in associates amounted to 4,130,585.05 RMB, a year-on-year increase of 7.39%[84] - Period-end balance of financial assets measured at fair value was 113,000,000.00 RMB, primarily structured deposits and wealth management products[86] Significant Asset and Equity Sales Analysis of Major Holding and Participating Companies - Major holding and participating companies include Hangzhou Fuyang Jingrui Medical Technology Co., Ltd., Changzhou Jiasen Medical Devices Co., Ltd., Beijing Shuangyiqi Electronics Co., Ltd., Wuxi Qijiu Precision Medical Devices Co., Ltd., WISAP Medical Technology GmbH, among others[88][89] Company-Controlled Structured Entities Section IV Corporate Governance, Environment, and Society This section discloses the company's situation regarding corporate governance, environmental responsibility, and social responsibility, noting no changes in directors, supervisors, senior management, and core technical personnel during the reporting period, and no profit distribution plan, while the company continues to advance equity incentive and employee stock ownership plans, and actively fulfills environmental responsibilities, ensuring pollutant discharge meets standards Changes in Company Directors, Supervisors, Senior Management, and Core Technical Personnel There were no changes in the company's directors, supervisors, senior management, and core technical personnel during the reporting period - There were no changes in the company's directors, supervisors, senior management, and core technical personnel during the reporting period[92] Profit Distribution or Capital Reserve to Share Capital Increase Plan There is no profit distribution or capital reserve to share capital increase plan for this semi-annual period - There is no profit distribution or capital reserve to share capital increase plan for this semi-annual period[92] Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures and Their Impact The company canceled some granted restricted shares and completed the share registration for the second vesting period of the 2022 Restricted Stock Incentive Plan's reserved portion; concurrently, the 2025 Employee Stock Ownership Plan completed non-trading transfers, and the company also provided equity incentives to middle and senior management through Xiaozhou Optoelectronics - The company canceled some granted but unvested restricted shares from the 2022 and 2023 Restricted Stock Incentive Plans[93] - The share registration for the second vesting period of the 2022 Restricted Stock Incentive Plan's reserved portion was completed, with 78,000 shares listed for circulation on March 10, 2025[93] - The 2025 Employee Stock Ownership Plan completed the non-trading transfer of 1,499,250 shares of company stock to the employee stock ownership plan's securities account[94][95] - In 2017, the company provided equity incentives to middle and senior management employees through Xiaozhou Optoelectronics, where incentive recipients indirectly hold company shares through Xiaozhou Optoelectronics[95] Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information by Law The company's main business is the R&D, production, and sales of electronic endoscope equipment and consumables, with primary resource consumption being water and electricity, and emissions including wastewater, exhaust gas, and solid waste; the company has strictly implemented environmental protection measures to ensure all types of pollutants meet discharge standards - The company's main business is the R&D, production, and sales of electronic endoscope equipment and endoscopic diagnostic and surgical consumables[97] - The company's primary resource consumption is water and electricity, and emissions include wastewater, exhaust gas, and solid waste[97] - The company has strictly implemented environmental protection measures in accordance with laws and regulations, ensuring all types of pollutants meet discharge standards[97] Specific Information on Consolidating and Expanding Poverty Alleviation Achievements, Rural Revitalization, and Other Work There is no specific information on consolidating and expanding poverty alleviation achievements, rural revitalization, and other work for the current reporting period Section V Significant Matters This section details the company's fulfillment of significant commitments during and continuing through the reporting period, including share lock-up, share price stabilization, fraudulent issuance repurchase, information disclosure authenticity, immediate return compensation, profit distribution policy, avoidance of horizontal competition, and related party transactions; additionally, it explains the progress of raised funds utilization, showing an overall investment progress of 83.53%, with some projects extended Fulfillment of Commitments The company's actual controllers, shareholders, related parties, and the company itself have strictly fulfilled all commitments during or continuing through the reporting period, including share lock-up, share price stabilization, fraudulent issuance repurchase, information disclosure authenticity, compensation for diluted immediate returns, profit distribution policy, resolution of horizontal competition, and standardization of related party transactions - The controlling shareholder, actual controller, and core technical personnel strictly fulfilled share lock-up commitments, including not transferring shares within 36 months/12 months after listing, and ensuring reduction prices are not lower than the issue price[100][101][102][103][104][105] - The company, controlling shareholder, actual controller, directors, and senior management all committed to stabilizing the share price[105] - The company and its controlling shareholder and actual controller committed to repurchasing shares if fraudulent issuance occurs[105] - The company and relevant parties committed that the prospectus contains no false records, misleading statements, or major omissions, and assume legal responsibility[105][106] - The company and relevant parties committed to measures to compensate for diluted immediate returns[106] - The company formulated a shareholder dividend return plan for the next three years (2024-2026), generally committing to cash dividends of no less than 10% of the distributable profit for the year[109][110] - The controlling shareholder and actual controller committed to resolving horizontal competition and standardizing related party transactions[107][108] Non-Operating Funds Occupied by Controlling Shareholder and Related Parties During the Reporting Period There was no situation where non-operating funds were occupied by the controlling shareholder or other related parties during the reporting period Illegal Guarantees There were no illegal guarantees during the reporting period Semi-Annual Report Audit Status This semi-annual report is unaudited Changes and Handling of Matters Involving Non-Standard Audit Opinions in the Prior Year's Annual Report There were no changes or handling of matters involving non-standard audit opinions in the prior year's annual report for the current reporting period Bankruptcy and Reorganization Matters There were no bankruptcy and reorganization matters for the current reporting period Major Litigation and Arbitration Matters There were no major litigation or arbitration matters for the current reporting period Investigation, Punishment, and Rectification of Listed Companies, Their Directors, Supervisors, Senior Management, Controlling Shareholders, and Actual Controllers for Suspected Violations There were no investigations, punishments, or rectifications of the listed company, its directors, supervisors, senior management, controlling shareholders, or actual controllers for suspected violations during the current reporting period Explanation of the Integrity Status of the Company, Its Controlling Shareholder, and Actual Controller During the Reporting Period There is no explanation of the integrity status of the company, its controlling shareholder, and actual controller for the current reporting period Significant Related Party Transactions During the reporting period, the company's estimated total daily related party transactions amounted to 13,475,000 RMB, and a resolution to increase the quota was approved; the company did not engage in significant related party transactions such as asset or equity acquisitions, sales, joint external investments, related party creditor-debtor relationships, or financial business with related financial companies - The estimated total daily related party transactions for 2025 amount to 13,475,000 RMB[113] - On August 27, 2025, the company approved the "Proposal on Increasing the Quota for Daily Related Party Transactions in 2025"[114] - Specific details of daily related party transactions during the reporting period are provided in "Section VIII Financial Report," "XIV. Related Parties and Related Party Transactions"[114] Significant Contracts and Their Fulfillment During the reporting period, the company had no entrustment, contracting, or leasing matters, no significant guarantees that have been fulfilled or are yet to be fulfilled, and no other significant contracts Explanation of Progress in the Use of Raised Funds The company's overall use of raised funds is progressing smoothly, with a cumulative investment of 550,606,800 RMB as of the end of the reporting period, representing an investment progress of 83.53%; some raised investment projects, such as the "Medical Endoscope Production Base Construction Project," have had their expected completion date adjusted to August 2026, with internal investment structure adjustments, and the company also used idle raised funds for cash management Overall Use of Raised Funds | Source of Raised Funds | Total Raised Funds (RMB) | Net Raised Funds (RMB) | Committed Investment Amount in Prospectus (RMB) | Total Raised Funds Cumulatively Invested at Period-end (RMB) | Cumulative Investment Progress of Raised Funds at Period-end (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Initial Public Offering | 750,150,000 | 659,178,000 | 640,000,000 | 550,606,800 | 83.53 | - The expected completion date for the "Medical Endoscope Production Base Construction Project" has been adjusted to August 2026, with internal investment structure adjustments[122] - The R&D Center Construction Project, Marketing Network Construction Project, and Supplementary Working Capital Project have been completed or closed[122] - As of June 30, 2025, the company's balance of idle raised funds used for cash management was 110,000,000 RMB[125][126] Explanation of Other Significant Matters There are no other significant matters requiring explanation for the current reporting period Section VI Share Changes and Shareholder Information This section discloses the company's share capital changes and shareholder structure during the reporting period, noting a slight increase in total share capital due to the vesting of equity incentive plans; as of the end of the reporting period, the company had 3,921 shareholders, with concentrated holdings among the top ten shareholders, and Gu Xiaozhou and Gu Kang as the actual controllers Share Capital Changes During the reporting period, the company's total share capital increased by 78,000 shares due to the share registration for the second vesting period of the 2022 Restricted Stock Incentive Plan's reserved portion, changing from 134,587,250 shares to 134,665,250 shares Share Capital Changes | Item | Shares Before Change (shares) | Proportion Before Change (%) | Net Change in Shares (shares) | Shares After Change (shares) | Proportion After Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | II. Unrestricted Shares | 134,587,250 | 100.00 | 78,000 | 134,665,250 | 100.00 | | III. Total Shares | 134,587,250 | 100.00 | 78,000 | 134,665,250 | 100.00 | - On March 4, 2025, the company completed the share registration for the second vesting period of the 2022 Restricted Stock Incentive Plan's reserved portion[131] - The number of vested shares was 78,000 shares, which became tradable on March 10, 2025[131] Shareholder Information As of the end of the reporting period, the company had a total of 3,921 ordinary shareholders; the top ten shareholders held concentrated stakes, with Gu Xiaozhou and Gu Kang as the actual controllers, jointly controlling 30.13% of the company's equity - Total number of ordinary shareholders at period-end: 3,921 households[132] Top Ten Shareholders' Holdings | Shareholder Name | Shares Held at Period-end (shares) | Proportion (%) | Shareholder Type | | :--- | :--- | :--- | :--- | | Gu Xiaozhou | 21,740,500 | 16.14 | Domestic Natural Person | | Gu Kang | 16,950,200 | 12.59 | Domestic Natural Person | | China Construction Bank Corporation - Fuguo Precision Medical Flexible Allocation Mixed Securities Investment Fund | 4,835,058 | 3.59 | Other | | Xie Tianyu | 4,616,381 | 3.43 | Domestic Natural Person | | China Construction Bank Corporation - Huishangfu Innovative Medicine Theme Mixed Securities Investment Fund | 3,898,447 | 2.89 | Other | | China Construction Bank Corporation - ICBC Credit Suisse Frontier Medical Stock Securities Investment Fund | 3,094,243 | 2.30 | Other | | Basic Pension Insurance Fund 16032 Portfolio | 3,000,096 | 2.23 | Other | | China Merchants Bank Co., Ltd. - Huishangfu Medical Services Flexible Allocation Mixed Securities Investment Fund | 2,288,729 | 1.70 | Other | | Shanghai Xiaozhou Optoelectronics Technology Co., Ltd. | 1,879,260 | 1.40 | Domestic Non-State-Owned Legal Person | | Bank of China Limited - GF Medical and Healthcare Stock Securities Investment Fund | 1,726,694 | 1.28 | Other | - Gu Kang and Gu Xiaozhou are father and son, and they are the actual controllers of the company; Xiaozhou Optoelectronics is an enterprise actually controlled by the company's actual controllers Gu Kang and Gu Xiaozhou[136] Information on Directors, Supervisors, Senior Management, and Core Technical Personnel During the reporting period, the shareholdings of some directors, senior management, and core technical personnel changed, with Shi Xiaojiang, Bao Hanjing, and Wang Xiguang increasing their shares, and Yang Chun decreasing his shares; several directors and senior executives increased their company shares through the secondary market, demonstrating confidence in the company's future development Shareholding Changes of Current and Resigned Directors, Supervisors, Senior Management, and Core Technical Personnel During the Reporting Period | Name | Position | Shares Held at Period-beginning (shares) | Shares Held at Period-end (shares) | Change in Shares Held During Period (shares) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Shi Xiaojiang | Board Secretary, Deputy General Manager | 43,900 | 61,826 | 17,926 | Secondary market increase | | Bao Hanjing | Deputy General Manager | 47,948 | 65,398 | 17,450 | Second class restricted stock vesting, secondary market increase | | Wang Xiguang | Deputy General Manager | 30,000 | 32,560 | 2,560 | Secondary market increase | | Yang Chun | Core Technical Personnel | 18,000 | 10,000 | -8,000 | Secondary market decrease | - On March 21, 2025, Mr. Chen Peng, Director and Deputy General Manager, Mr. Shi Xiaojiang, Deputy General Manager and Board Secretary, Mr. Bao Hanjing, Deputy General Manager, and Mr. Wang Xiguang, Deputy General Manager, completed share increases, cumulatively increasing their company shares by 101,084 shares, with a total increase amount of 3,735,000 RMB[139] - Company directors Gu Xiaozhou, Qian Chenghao, Chen Peng, and company senior management Gong Xiaofeng, Bao Hanjing indirectly hold some company shares through Xiaozhou Optoelectronics[140] Changes in Controlling Shareholder or Actual Controller There were no changes in the controlling shareholder or actual controller for the current reporting period Implementation and Changes of Depositary Receipt Arrangements During the Reporting Period There were no implementation or changes of depositary receipt arrangements during the current reporting period Special Voting Rights Shares There were no special voting rights shares for the current reporting period Preferred Shares There were no preferred shares for the current reporting period Section VII Bond-Related Information During the reporting period, the company had no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments, nor any convertible corporate bonds Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments There were no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments for the current reporting period - The company has no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments[144] Convertible Corporate Bonds There were no convertible corporate bonds for the current reporting period - The company has no convertible corporate bonds[144] Section VIII Financial Report This section provides the company's consolidated and parent company financial statements for the first half of 2025, including the balance sheet, income statement, cash flow statement, and statement of changes in owners' equity, along with detailed disclosures on the company's basic information, significant accounting policies, taxes, notes to consolidated financial statement items, R&D expenses, changes in consolidation scope, equity in other entities, government grants, financial instrument risks, fair value disclosures, related parties and related party transactions, share-based payments, commitments and contingencies, post-balance sheet events, other significant matters, and supplementary information Audit Report This semi-annual report is unaudited Financial Statements This section provides the company's consolidated and parent company financial statements for the first half of 2025, including the balance sheet, income statement, cash flow statement, and statement of changes in owners' equity, comprehensively presenting the company's financial position, operating results, and cash flows at the end of the reporting period Consolidated Balance Sheet (June 30, 2025) | Item | Amount (RMB) | | :--- | :--- | | Cash and Cash Equivalents | 287,029,663.00 | | Financial Assets Held for Trading | 113,000,000.00 | | Notes Receivable | 460,000.00 | | Accounts Receivable | 311,674,910.37 | | Prepayments | 16,720,445.69 | | Other Receivables | 1,924,215.01 | | Inventories | 255,581,311.57 | | Contract Assets | 362,900.00 | | Other Current Assets | 40,559,063.81 | | Total Current Assets | 1,027,312,509.45 | | Long-term Equity Investments | 4,130,585.05 | | Investment Properties | 41,100,328.47 | | Fixed Assets | 290,638,617.20 | | Construction in Progress | 265,124,156.08 | | Right-of-Use Assets | 23,400,089.45 | | Intangible Assets | 76,897,807.49 | | Goodwill | 45,040,593.06 | | Long-term Deferred Expenses | 18,528,561.49 | | Deferred Income Tax Assets | 57,168,591.51 | | Other Non-current Assets | 7,284,995.60 | | Total Non-current Assets | 829,314,325.40 | | Total Assets | 1,856,626,834.85 | | Short-term Borrowings | 255,551,605.40 | | Notes Payable | 16,565,595.63 | | Accounts Payable | 75,878,709.36 | | Advances from Customers | 5,944.98 | | Contract Liabilities | 4,585,571.40 | | Employee Benefits Payable | 29,896,431.72 | | Taxes Payable | 5,139,100.75 | | Other Payables | 8,655,156.21 | | Non-current Liabilities Due Within One Year | 6,282,449.67 | | Other Current Liabilities | 839,923.86 | | Total Current Liabilities | 403,400,488.98 | | Long-term Borrowings | 90,000,000.00 | | Lease Liabilities | 16,273,932.96 | | Provisions | 37,464,125.68 | | Deferred Income | 33,851,509.04 | | Total Non-current Liabilities | 177,589,567.68 | | Total Liabilities | 580,990,056.66 | | Paid-in Capital (or Share Capital) | 134,665,250.00 | | Capital Reserve | 1,056,608,044.10 | | Less: Treasury Stock | 40,006,928.27 | | Other Comprehensive Income | 4,276,024.68 | | Surplus Reserve | 16,924,948.91 | | Retained Earnings | 88,888,807.15 | | Total Equity Attributable to Parent Company Shareholders | 1,261,356,146.57 | | Minority Interests | 14,280,631.62 | | Total Equity | 1,275,636,778.19 | | Total Liabilities and Equity | 1,856,626,834.85 | Consolidated Income Statement (First Half of 2025) | Item | Amount (RMB) | | :--- | :--- | | I. Total Operating Revenue | 260,343,298.18 | | Including: Operating Revenue | 260,343,298.18 | | II. Total Operating Costs | 323,582,481.41 | | Including: Operating Costs | 97,919,241.42 | | Taxes and Surcharges | 2,039,024.82 | | Selling Expenses | 100,259,482.63 | | Administrative Expenses | 50,371,464.65 | | R&D Expenses | 73,809,124.36 | | Financial Expenses | -815,856.47 | | Add: Other Income | 26,362,764.09 | | Investment Income (Losses indicated by "-") | -44,505.28 | | Credit Impairment Losses (Losses indicated by "-") | -8,144,791.30 | | Asset Impairment Losses (Losses indicated by "-") | -7,179,697.06 | | Asset Disposal Gains (Losses indicated by "-") | 282,797.16 | | III. Operating Profit (Losses indicated by "-") | -51,962,615.62 | | Add: Non-operating Income | 4,690.76 | | Less: Non-operating Expenses | 411.42 | | IV. Total Profit (Total Losses indicated by "-") | -51,958,336.28 | | Less: Income Tax Expense | -11,050,177.12 | | V. Net Profit (Net Losses indicated by "-") | -40,908,159.16 | | Net Profit Attributable to Parent Company Shareholders | -40,765,239.09 | | Minority Interests | -142,920.07 | | VI. Net Other Comprehensive Income After Tax | 6,500,273.67 | | Net Other Comprehensive Income After Tax Attributable to Parent Company Shareholders | 6,500,273.67 | | VII. Total Comprehensive Income | -34,407,885.49 | | Total Comprehensive Income Attributable to Parent Company Shareholders | -34,264,965.42 | | Total Comprehensive Income Attributable to Minority Shareholders | -142,920.07 | | VIII. Earnings Per Share: Basic Earnings Per Share (RMB/share) | -0.30 | | Diluted Earnings Per Share (RMB/share) | -0.30 | Consolidated Cash Flow Statement (First Half of 2025) | Item | Amount (RMB) | | :--- | :--- | | I. Net Cash Flow from Operating Activities | -101,425,645.12 | | II. Net Cash Flow from Investing Activities | -54,436,785.68 | | III. Net Cash Flow from Financing Activities | 191,428,808.87 | | IV. Effect of Exchange Rate Changes on Cash and Cash Equivalents | 1,265,588.71 | | V. Net Increase in Cash and Cash Equivalents | 36,831,966.78 | | VI. Cash and Cash Equivalents at Period-end | 287,029,663.00 | Parent Company Income Statement (First Half of 2025) | Item | Amount (RMB) | | :--- | :--- | | I. Operating Revenue | 227,542,377.46 | | Less: Operating Costs | 96,135,156.99 | | Less: Taxes and Surcharges | 1,608,129.01 | | Less: Selling Expenses | 93,182,537.89 | | Less: Administrative Expenses | 35,612,223.87 | | Less: R&D Expenses | 75,086,292.17 | | Less: Financial Expenses | -951,870.88 | | Add: Other Income | 25,899,114.12 | | Add: Investment Income (Losses indicated by "-") | -44,505.28 | | Add: Fair Value Change Gains (Losses indicated by "-") | 0.00 | | Less: Credit Impairment Losses (Losses indicated by "-") | -8,621,077.79 | | Less: Asset Impairment Losses (Losses indicated by "-") | -7,179,697.06 | | Add: Asset Disposal Gains (Losses indicated by "-") | 131,135.07 | | II. Operating Profit (Losses indicated by "-") | -62,945,122.53 | | Add: Non-operating Income | 1,446.05 | | Less: Non-operating Expenses | 133.60 | | III. Total Profit (Total Losses indicated by "-") | -62,943,810.08 | | Less: Income Tax Expense | -13,185,748.05 | | IV. Net Profit (Net Losses indicated by "-") | -49,758,062.03 | | VI. Total Comprehensive Income | -49,758,062.03 | Company Basic Information This section introduces the basic overview of Shanghai Aohua Endoscopy Co., Ltd., including its establishment history, changes in registered capital, listing information, and main business activities, clarifying the company's positioning as an R&D, production, and sales provider of electronic endoscope equipment and consumables - The company, formerly Shanghai Aohua Optoelectronic Endoscope Co., Ltd., was wholly restructured into a joint-stock company in March 2020[172] - The company was listed and traded on the STAR Market of the Shanghai Stock Exchange in November 2021, with stock code 688212[172] - As of June 30, 2025, the company's registered capital changed to 134,665,250.00 RMB[172] - The company primarily engages in the R&D, production, and sales of electronic endoscope equipment and endoscopic diagnostic and surgical consumables[172] Basis for Preparation of Financial Statements This section clarifies the basis for the preparation of the company's financial statements, which is in accordance with enterprise accounting standards and their application guidelines and interpretations, and discloses financial information in compliance with relevant regulations of the China Securities Regulatory Commission; the company has assessed its ability to continue as a going concern and believes that preparing financial statements on a going concern basis is reasonable - Financial statements are recognized and measured in accordance with enterprise accounting standards and their application guidelines and interpretations[174] - Financial information is also disclosed in accordance with the "Information Disclosure and Reporting Rules for Companies Issuing Securities to the Public No. 15 - General Provisions for Financial Reports (Revised 2023)" of the China Securities Regulatory Commission[174] - 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 its going concern ability[175] Significant Accounting Policies and Accounting Estimates This section details the significant accounting policies and accounting estimates followed by the company in preparing its financial statements, covering key areas such as financial instruments, inventories, contract assets, long-term equity investments, fixed assets, intangible assets, goodwill impairment, employee compensation, provisions, share-based payments, revenue recognition, government grants, deferred income tax, and leases, ensuring the standardization and comparability of financial reports - The company's accounting year runs from January 1 to December 31 of the Gregorian calendar, and the bookkeeping base currency is RMB[178][180] - Financial assets are classified as measured at amortized cost, at fair value through profit or loss, or at fair value through other comprehensive income[210] - For notes receivable, accounts receivable, accounts receivable financing, and contract assets, loss provisions are measured at the expected credit loss over the entire lifetime[221] - Inventories are valued using the weighted average method when issued, measured at the lower of cost and net realizable value, and inventory impairment provisions are made[239][242] - Fixed assets are depreciate