万德斯(688178) - 2025 Q2 - 季度财报

Definitions This section provides definitions for common terms and company-specific entities to ensure clarity and consistency throughout the report - The Company, this Company, and Wandes all refer to Nanjing Wandes Environmental Technology Co, Ltd[10] - The report defines multiple subsidiaries and affiliated companies, such as Wandes Investment, Environmental Engineering Company, Mengma Environment, and Xinxiang Rongjun[10] - Key technical terms in the environmental protection industry are explained, such as landfill leachate, MBR (Membrane Bioreactor), A/O (Anoxic/Oxic) system, persistent organic pollutants, anaerobic, aerobic, organic waste, and kitchen waste[10][11] Company Profile and Key Financial Indicators This section outlines the company's basic information, financial data, and non-recurring profit and loss items for the reporting period Company Basic Information This section provides the company's basic information, including its registered name, legal representative, and addresses - Company Chinese Name: 南京万德斯环保科技股份有限公司, Abbreviation: Wandes[13] - Legal Representative: Liu Jun[13] - Company registered address: No 57 Qiande Road, Jiangning District, Nanjing City, Jiangsu Province, with historical changes noted[13] Contact Persons and Methods This section lists the contact details for the company's Board Secretary and Securities Affairs Representative - Board Secretary: Dai Xin, Securities Affairs Representative: Wu Qi[14] - Contact Address: No 57 Qiande Road, Jiangning District, Nanjing City, Jiangsu Province[14] Information Disclosure and Document Location This section specifies the channels for information disclosure and the location where the semi-annual report is available - Information disclosure newspaper: Shanghai Securities News (https://www.cnstock.com/)[15](index=15&type=chunk) - Website for semi-annual report publication: Shanghai Stock Exchange website (http://www.sse.com.cn)[15](index=15&type=chunk) - Location of the company's semi-annual report: The company's Board of Directors Office[15] Company Stock Profile This section details the company's stock type, listing exchange, stock abbreviation, and stock code - Stock Type: A-Share[16] - Stock Listing Exchange and Board: Shanghai Stock Exchange STAR Market[16] - Stock Abbreviation: Wandes, Stock Code: 688178[16] Key Accounting Data and Financial Indicators This section discloses key financial data, showing a decline in revenue and net profit due to industry competition Key Accounting Data for the First Half of 2025 | Indicator | Current Period (Jan-Jun) (CNY) | Prior Year Period (CNY) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 207,370,213.13 | 268,117,704.62 | -22.66 | | Total Profit | -36,561,050.69 | -8,306,063.59 | N/A | | Net Profit Attributable to Shareholders | -28,435,278.47 | -4,314,681.18 | N/A | | Net Cash Flow from Operating Activities | 75,248,140.66 | 73,016,142.19 | 3.06 | | Net Assets Attributable to Shareholders (End of Period) | 1,004,463,545.16 | 1,032,898,823.63 | -2.75 | | Total Assets (End of Period) | 2,146,051,844.93 | 2,075,682,593.71 | 3.39 | Key Financial Indicators for the First Half of 2025 | Indicator | Current Period (Jan-Jun) | Prior Year Period | YoY Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (CNY/share) | -0.3345 | -0.0508 | N/A | | Diluted Earnings Per Share (CNY/share) | -0.3345 | -0.0508 | N/A | | Weighted Average Return on Equity (%) | -2.79 | -0.39 | Decreased by 2.40 percentage points | | R&D Investment as a Percentage of Operating Revenue (%) | 6.64 | 6.58 | Increased by 0.06 percentage points | - During the reporting period, operating revenue decreased by 22.66%, and the net profit attributable to shareholders of the listed company was -28,435,278.47 CNY, primarily due to the overall industry impact, intense competition, and a decline in the company's revenue scale[19] Non-recurring Profit and Loss Items and Amounts This section details non-recurring profit and loss items, totaling CNY 3,266,183.78 for the reporting period Non-recurring Profit and Loss Items and Amounts for the First Half of 2025 | Non-recurring Profit and Loss Item | Amount (CNY) | | :--- | :--- | | Gains/Losses from Disposal of Non-current Assets | 154,242.88 | | Government Grants Recognized in Current Profit or Loss | 50,000.00 | | Fair Value Gains/Losses and Gains/Losses from Disposal of Financial Assets and Liabilities | 1,775,588.13 | | Reversal of Impairment Provision for Individually Tested Receivables | 3,267,027.40 | | Gains/Losses from Debt Restructuring | 295,742.56 | | Other Non-operating Income and Expenses | -1,948,176.14 | | Less: Income Tax Impact | 460,468.25 | | Less: Minority Interest Impact (After Tax) | -132,227.20 | | Total | 3,266,183.78 | Management's Discussion and Analysis This section discusses the company's industry, business, operations, and risks, noting declining revenue but proactive strategic responses Industry and Main Business Overview for the Reporting Period The company focuses on low-carbon environmental solutions, with core businesses in organic waste and industrial wastewater treatment Industry Overview The company operates in the "N77 Ecological Protection and Environmental Governance" industry, supported by national green development policies - The company belongs to the "N77 Ecological Protection and Environmental Governance" industry, a key "energy-saving and environmental protection sector" supported by the STAR Market[26] - National policies are driving the environmental industry's upgrade towards green, low-carbon, and circular development, shifting demand from pollution control to supporting the "Beautiful China" initiative and "dual carbon" goals[27] - Over the past decade, total environmental investment has grown by an average of 10% annually, with the industry's operating revenue exceeding CNY 2.2 trillion for three consecutive years as of 2024[27] Main Business, Products, and Their Uses The company's main business focuses on organic waste and industrial wastewater, providing advanced environmental technology and solutions - The company's main business focuses on the organic waste and industrial wastewater sectors, providing advanced environmental technology equipment, system integration, and overall solutions[30] - The organic waste business utilizes resource recovery technology to convert kitchen waste into biogas, achieving harmless, reduced, and resource-oriented treatment[30] - The industrial wastewater business concentrates on treating difficult wastewater and resource recovery, offering comprehensive services from design to operation to achieve near-zero discharge[30] Synergistic Development Strategy for Business Segments The company employs technology transfer, vertical extension, and water-solid synergy to coordinate resources and expand services - Technology Transfer: Applying core technologies like the efficient anti-fouling "MBR system + nanofiltration + reverse osmosis" and intelligent "two-stage DTRO" membrane technology to new business areas such as energy and materials[31] - Vertical Technology Extension: Developing capabilities in key materials and equipment through R&D and M&A to extend applications into higher-value resource recovery sub-sectors[32] - Water-Solid Synergy: Providing integrated services for wastewater treatment and organic solid waste disposal, forming a comprehensive service system for clients[33] Main Operating Models The company's operating model covers procurement, production, marketing, and services, emphasizing quality control and integrated solutions - Procurement Model: Selects suppliers from a preferred list with annual reviews, managing the process through an ERP system for application, approval, and contracting[34] - Production Model: Divided into unit technology equipment and mobile disposal equipment production, both with strict quality control processes to ensure standards are met[35](index=35&type=chunk][36] - Marketing Model: Primarily acquires projects through public bidding, invited bidding, and competitive negotiations[37] - Service Model: Focuses on providing overall environmental solutions, supplemented by entrusted operation models and BOT (Build-Operate-Transfer) models[38] Company's Market Position The company holds a strong market position, recognized as a leader in leachate treatment and having a leading domestic share in mine water zero-discharge - In the organic waste sector, the company is one of the few with a comprehensive range of technologies and strong performance, recognized as a "Leading Enterprise in the Leachate Treatment Field" in China's solid waste industry[41] - The company has achieved breakthroughs in the kitchen waste treatment sub-field, with its core technology winning the "China Urban Environmental Sanitation Association Science and Technology Award"[41] - In the industrial wastewater sector, the company has a leading domestic market share in mine water zero-discharge and has completed benchmark projects like the "Yingpanhao Coal Mine Water Deep Treatment Project"[41] Development and Future Trends of New Technologies, Industries, and Models The environmental industry is transitioning towards synergistic pollution reduction, resource utilization, and green, low-carbon development - National policies promote synergistic pollution and carbon reduction in wastewater treatment, aiming to build 100 green, low-carbon benchmark plants by 2025[42] - Policy emphasizes the use of unconventional water resources like mine water, with a national target to control annual water consumption within 640 billion cubic meters by 2025[43] - By 2030, the energy conservation and environmental protection industry is projected to reach a scale of CNY 15 trillion, with annual utilization of bulk solid waste reaching 4.5 billion tons[44] - The "Environmental Infrastructure Construction Level Improvement Action (2023-2025)" aims to add 12 million cubic meters/day of sewage treatment capacity by 2025[44] - A new public-private partnership mechanism will encourage private enterprises to invest in and control environmental projects like solid waste treatment and waste-to-energy incineration[45] Discussion and Analysis of Operating Conditions During the reporting period, the company faced declining revenue and net profit but actively responded through improved financial management and strategic synergies Improving Operating Cash Flow Through Capital-Oriented Management The company improved operating cash flow by strengthening accounts receivable collection and optimizing supplier management - The company implemented strict capital management systems, achieving positive results in accounts receivable collection and supplier management[47] - Differentiated credit terms and performance-linked incentives for sales staff effectively shortened the collection cycle for accounts receivable[47] - Deepened strategic cooperation with core suppliers to optimize procurement costs and payment terms through centralized purchasing and long-term agreements[47] - During the reporting period, net cash flow from operating activities reached CNY 75.25 million[47] Business Synergy with Ruiyuan International and its Group Members Following a change in control, the company is leveraging Chery Group's resources to expand domestic and international business opportunities - The company's control was transferred, with Ruiyuan International becoming the indirect controlling shareholder, officially making the company a member of Chery Group[48] - A professional marketing team was deployed to leverage Chery Group's network around its domestic production bases to promote urban environmental services[49] - Management conducted market research in Africa, leveraging Chery Group's mature overseas sales network to explore international business expansion[49] - The company's management systematically studied Chery Group's core business segments and supply chains to identify potential synergies and project opportunities[49] Strengthening R&D Innovation to Promote Technological Upgrades The company continues to invest in R&D, collaborating with research institutions and achieving significant patent and standard-setting milestones - The company is committed to R&D and has established industry-university-research collaborations, including the "JITRI-Wandes Joint Innovation Center"[49] - Core technologies have received numerous awards and have been included in the national catalog of major encouraged environmental protection technology and equipment[49] - During the reporting period, the company obtained 10 authorized patents, and participated in the formulation of a national recommended standard and a group standard[49] Analysis of Core Competencies During the Reporting Period The company's core competencies lie in its integrated service capabilities, talent development, R&D innovation, and extensive customer network Core Competency Analysis The company's strengths include comprehensive service capabilities, a robust talent system, strong R&D platforms, and a broad customer base - The company possesses comprehensive service capabilities covering the entire process from R&D and design to facility operation, providing integrated solutions for environmental issues[52] - A multi-level talent cultivation system has been established, led by distinguished experts such as a "National Ten Thousand Talents Program" leader[52] - The company has 73 R&D personnel, with 36.99% holding postgraduate degrees or higher, supported by an integrated equipment center and R&D platform[53] - Diverse R&D platforms have been established, including a provincial postgraduate workstation and the "JITRI-Wandes Environmental Joint Innovation Center"[53] - The company serves a wide range of clients, including local governments and large energy enterprises, and is actively expanding overseas through Chery Group's channels[54] - Possessing multiple high-level qualifications in environmental and municipal engineering enables the company to undertake large-scale and complex projects[54] Core Technologies and R&D Progress The company holds 13 core technologies, continues to invest in R&D, and has multiple advanced environmental projects underway - The company has mastered 13 core technologies, including the efficient anti-fouling "MBR system+nanofiltration+reverse osmosis" technology and intelligent "two-stage DTRO" membrane treatment technology[55][56] - The company received a second prize in the National Science and Technology Progress Award in 2017 and was recognized as a national-level "Little Giant" enterprise in 2022[57] - During the reporting period, the company obtained 10 new authorized patents, bringing its total to 176 valid patents, including 29 invention patents[58][59] R&D Investment | Indicator | Current Period (CNY) | Prior Year Period (CNY) | Change (%) | | :--- | :--- | :--- | :--- | | Expensed R&D Investment | 13,772,729.74 | 17,643,897.95 | -21.94 | | Total R&D Investment | 13,772,729.74 | 17,643,897.95 | -21.94 | | R&D Investment as a Percentage of Operating Revenue (%) | 6.64 | 6.58 | Increased by 0.06 percentage points | - The company has 11 ongoing R&D projects with a total estimated investment of CNY 27.22 million, covering areas such as papermaking wastewater treatment, fly ash disposal, and lithium ion extraction[63][64][65][66] - The company has 73 R&D personnel, accounting for 12.78% of the total workforce, with 36.99% of them holding master's degrees or higher[68] Risk Factors The company faces risks related to technology, operations, finance, industry regulations, and the macroeconomic environment Core Competency Risks The company faces competitive risks from rapid technological upgrades if it fails to adapt to market and policy changes - The technology-intensive nature of the industry requires constant upgrades; failure to adapt to technological, market, and policy trends could pose a competitive risk[69] - Countermeasures include continuous R&D investment, tracking the latest technological developments, and maintaining a robust innovation mechanism[69] Operational Risks Business expansion presents challenges in project management, financial control, and human resources, requiring enhanced management capabilities - As the business expands, the company faces increasing challenges in project site management, financial controls, and human resources, placing higher demands on the management team[71] - The company plans to mitigate these risks by optimizing its management structure, improving processes, and strengthening team training and talent acquisition[71] Financial Risks The company's EPC and BOT business models involve significant capital investment and long project cycles, leading to bad debt risk from large receivables - The company's business models, primarily EPC with some BOT investments, involve large capital outlays, long project cycles, and complex risks[72] - A high level of accounts receivable relative to operating revenue exposes the company to bad debt risk if client financial conditions deteriorate[72] - Mitigation strategies include focusing on high-quality clients with strong financial standing and strengthening accounts receivable management and collection processes[72] Industry Risks The environmental industry is highly susceptible to policy changes and intensified competition, which could impact business operations - The environmental sector is heavily influenced by national macroeconomic and industrial policies, making policy adjustments a significant risk factor[73] - The industry's rapid growth has attracted numerous competitors, increasing market competition and driving consolidation[73] - The company will closely monitor policy changes, engage in forward-looking strategic planning, and leverage its competitive advantages to maintain its market position[73] Macroeconomic Environment Risks Economic cycles can affect the company's performance, although the national focus on ecological civilization provides a stable long-term outlook - The company's performance is linked to the macroeconomic environment and government spending; economic downturns can negatively impact the business[74] - Despite a slowdown in domestic economic growth, China's commitment to building an ecological civilization is expected to keep macroeconomic risks relatively low[74] - The company will adapt by adjusting its business portfolio, enhancing R&D to improve service quality, and expanding its market channels[75] Main Operating Conditions During the Reporting Period The company's operating revenue and net profit declined, while several balance sheet items showed significant changes Main Business Analysis During the reporting period, operating revenue decreased by 22.66%, while financial expenses increased due to higher borrowing costs Analysis of Changes in Financial Statement Items | Item | Current Period (CNY) | Prior Year Period (CNY) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 207,370,213.13 | 268,117,704.62 | -22.66 | | Operating Costs | 172,092,494.34 | 206,980,533.26 | -16.86 | | Selling Expenses | 8,221,022.14 | 11,253,337.61 | -26.95 | | Administrative Expenses | 37,948,762.25 | 45,167,562.33 | -15.98 | | Financial Expenses | 8,759,755.84 | 6,650,319.09 | 31.72 | | R&D Expenses | 13,772,729.74 | 17,643,897.95 | -21.94 | | Net Cash Flow from Operating Activities | 75,248,140.66 | 73,016,142.19 | 3.06 | | Net Cash Flow from Investing Activities | -122,846,798.82 | -149,735,483.80 | N/A | | Net Cash Flow from Financing Activities | 86,536,371.33 | 74,299,432.46 | 16.47 | - Reason for change in financial expenses: Primarily due to an increase in the company's loan scale and the capitalization of project loan interest, leading to higher borrowing costs[78] Analysis of Assets and Liabilities Significant changes in assets and liabilities were noted, including a 50.58% increase in intangible assets and a 213.81% rise in contract liabilities Changes in Assets and Liabilities | Item | End of Current Period (CNY) | % of Total Assets | End of Prior Year (CNY) | % of Total Assets | Change from Prior Year-End (%) | Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 169,536,906.55 | 7.90 | 121,508,276.06 | 5.85 | 39.53 | Strengthened collections, controlled expenses | | Trading Financial Assets | 38,002,805.48 | 1.77 | 20,072,109.59 | 0.97 | 89.33 | Increased investment in wealth management products | | Notes Receivable | 37,974,206.13 | 1.77 | 95,701,028.71 | 4.61 | -60.32 | Decrease in commercial acceptance bills received | | Accounts Receivable Financing | 25,375,046.76 | 1.18 | 19,262,050.00 | 0.93 | 31.74 | Received more high-credit bank notes | | Prepayments | 14,058,535.70 | 0.66 | 8,832,332.59 | 0.43 | 59.17 | Increased project procurement prepayments | | Other Receivables | 28,581,963.59 | 1.33 | 18,279,110.81 | 0.88 | 56.36 | Increased project deposits | | Non-current Assets Due within One Year | 4,301,331.02 | 0.20 | 15,111,606.22 | 0.73 | -71.54 | Decrease in large certificates of deposit maturing within one year | | Intangible Assets | 710,334,762.98 | 33.10 | 471,719,054.09 | 22.73 | 50.58 | Increase in concession projects | | Goodwill | - | - | 789,846.61 | 0.04 | -100.00 | Goodwill impairment | | Other Non-current Assets | 31,311,367.20 | 1.46 | 159,297,951.46 | 7.67 | -80.34 | Reclassification of prepaid long-term assets to intangible assets | | Contract Liabilities | 76,856,510.33 | 3.58 | 24,491,747.97 | 1.18 | 213.81 | Increased project advance payments received | | Employee Benefits Payable | 10,047,323.50 | 0.47 | 19,225,090.52 | 0.93 | -47.74 | Payment of prior year's annual bonuses | | Non-current Liabilities Due within One Year | 76,457,350.88 | 3.56 | 26,752,716.88 | 1.29 | 185.79 | Increase in long-term borrowings due within one year | | Deferred Tax Liabilities | 1,157,436.34 | 0.05 | 1,715,689.46 | 0.08 | -32.54 | Reversal of tax-book differences from accelerated depreciation | | Long-term Payables | 12,742,026.78 | 0.59 | - | - | N/A | New finance lease borrowings | Major Restricted Assets at the End of the Reporting Period At the end of the period, restricted assets totaled CNY 585.68 million, primarily used for bank loans and guarantees Major Restricted Assets | Item | Carrying Value at Period-End (CNY) | Restriction Type | Reason for Restriction | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 37,952,368.44 | Frozen | For guarantees, notes, other deposits, judicial freeze, etc | | Notes Receivable | 2,114,296.38 | Endorsed or Discounted | Endorsed or discounted notes not yet derecognized | | Long-term Equity Investments | 9,012,409.75 | Pledged | For bank loans | | Intangible Assets | 516,957,067.83 | Mortgaged | For bank loans | | Accounts Receivable | 19,640,023.71 | Pledged | For bank loans | | Total | 585,676,166.11 | / | / | - Restricted assets are mainly used as collateral/pledges for subsidiary bank loans, including those for Xinxiang Rongjun Environmental Technology Co, Ltd, and others[383][385] Investment Analysis The company made no new investments during the reporting period, a 100% decrease from the prior year - The investment amount for the reporting period was 0 CNY, compared to 161.55 million CNY in the same period last year, a change of -100%[85] Financial Assets Measured at Fair Value at Period-End | Asset Class | End of Current Period (CNY) | Beginning of Period (CNY) | | :--- | :--- | :--- | | Other - Accounts Receivable Financing | 25,375,046.76 | 19,262,050.00 | | Other - Other Equity Instrument Investments | 300,000.00 | 300,000.00 | | Other - Trading Financial Assets | 38,002,805.48 | 20,072,109.59 | | Total | 63,677,852.24 | 39,634,159.59 | Analysis of Major Holding and Associated Companies Key subsidiaries include Panjin Wandes and Xinxiang Rongjun, with the latter reporting negative operating and net profits Financials of Major Holding and Associated Companies (Unit: CNY 10,000) | Company Name | Company Type | Operating Revenue | Operating Profit | Net Profit | | :--- | :--- | :--- | :--- | :--- | | Panjin Wandes | Subsidiary | 701.27 | 325.87 | 247.63 | | Wandes (Tangshan Caofeidian) | Associate | 1,856.08 | -1,026.13 | -1,026.13 | | Xinxiang Rongjun | Subsidiary | 1,215.53 | -407.42 | -372.35 | | Alashan Wandes | Subsidiary | 402.41 | -158.40 | -121.34 | Corporate Governance, Environmental, and Social This section covers changes in management, profit distribution, equity incentives, and environmental information disclosure Changes in Directors, Supervisors, Senior Management, and Core Technical Personnel There were no changes in the company's directors, supervisors, senior management, or core technical personnel during the reporting period - As of the end of the reporting period, there were no changes in the company's core technical personnel[89] - The company has 4 core technical personnel: Liu Jun, Dai Xin, Li Chunquan, and Wang Yanpeng[89] - The identification of core technical personnel is based on factors such as academic background, work experience, key roles in R&D or management, and significant contributions to core technology projects and patent applications[89] Profit Distribution or Capitalization of Capital Reserve Plan The Board of Directors did not propose any semi-annual profit distribution or capitalization of capital reserve plan - The semi-annual profit distribution or capitalization of capital reserve plan approved by the Board of Directors for this reporting period: None[6] Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company repurchased and canceled some restricted stocks due to employee departures and failure to meet performance targets - The company has repurchased and canceled some restricted stocks due to the departure of incentive recipients and the failure to meet company-level performance targets[91] - The involved shares were canceled on August 1, 2025[91] Environmental Information of Listed Companies and Their Main Subsidiaries on the Mandatory Disclosure List The company and two of its subsidiaries are included in the list of enterprises required to disclose environmental information by law - Number of enterprises on the mandatory environmental information disclosure list: 2[93] - Panjin Wandes Environmental Technology Co, Ltd and Alashan Wandes Environmental Technology Co, Ltd are included in the mandatory environmental information disclosure list[93] Significant Matters This section details the fulfillment of commitments, major litigation, credit status, and significant contracts during the reporting period Fulfillment of Commitments All commitments made by the company and its key stakeholders during the initial public offering have been strictly fulfilled - Liu Jun (Legal Representative) committed not to transfer or entrust the management of his shares for 36 months from the IPO date and to limit transfers to 25% of his holdings within six months after his term ends if he resigns early[96] - Wandes Investment, Huicai Investment, and Hecai Qiguan committed to a 36-month lock-up period and to not sell shares below the IPO price for two years after the lock-up expires[97] - The controlling shareholder, actual controller, directors, supervisors, and senior management have committed to avoiding competition and minimizing related-party transactions[102][103] - Liu Jun committed not to reduce his direct shareholding, not to seek control of the company, and to continue serving as Chairman for 3 years from May 20, 2025[103] - Ruiyuan International committed to a 36-month lock-up period for the acquired shares from May 20, 2025, and to ensure the company's independence in personnel, assets, finance, organization, and business[103] Non-operational Fund Occupation by Controlling Shareholders and Other Related Parties During the reporting period, there was no non-operational occupation of company funds by controlling shareholders or other related parties - During the reporting period, the company did not have any non-operational funds occupied by its controlling shareholder or other related parties[6] Irregular Guarantees During the reporting period, the company did not provide any external guarantees that violated prescribed decision-making procedures - During the reporting period, the company did not provide any external guarantees in violation of prescribed decision-making procedures[6] Major Litigation and Arbitration Matters The company is involved in two major litigation matters concerning payment disputes and a construction contract disagreement - The company has applied to the court for compulsory enforcement against the Urban Management Bureau of Huaiyang District, Zhoukou City, for payment of treatment fees and default penalties[106] - The company is in a construction contract dispute with Shandong Pingyangsi Construction Co, Ltd, has received a court judgment, and plans to appeal based on disagreements over the total project cost[106] Integrity Status The company and its controlling shareholder and actual controller maintained a good integrity status during the reporting period - During the reporting period, the company and its controlling shareholder and actual controller had a good integrity status[108] - There were no instances of failure to comply with effective court judgments or large overdue debts[108] Major Related-Party Transactions No major related-party transactions related to daily operations, asset acquisitions, or debt and credit exchanges occurred during the period - During the reporting period, the company had no related-party transactions related to daily operations[109] - During the reporting period, the company had no related-party transactions involving the acquisition or sale of assets or equity[109] - During the reporting period, the company had no major related-party transactions involving joint external investments[109] - During the reporting period, the company had no related-party credit or debt transactions[110] Major Contracts and Their Performance The company's total external guarantees amounted to CNY 514.96 million, representing 51.27% of its net assets Company's External Guarantees (Excluding Guarantees for Subsidiaries) | Guarantor | Guaranteed Party | Guarantee Amount (CNY 10,000) | Start Date | End Date | Guarantee Type | Counter-guarantee | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Wandes | Dongjiang Environmental | 2,560 | 2021/12/22 | 2026/12/21 | General Guarantee | Yes | Guarantees for Subsidiaries by the Company and its Subsidiaries (Unit: CNY 10,000) | Guarantor | Guaranteed Party | Guarantee Amount | Start Date | End Date | Guarantee Type | | :--- | :--- | :--- | :--- | :--- | :--- | | Wandes | Mengma Environment | 6,000 | 2036/1/18 | 2039/1/17 | Joint Liability | | Wandes | Jiange Wandes | 3,000 | 2029/3/10 | 2032/3/10 | Joint Liability | | Wandes | Xinxiang Rongjun | 15,200 | 2023/12/1 | 2043/12/1 | Joint Liability | | Wandes | Environmental Engineering Co | 1,000 | 2025/12/11 | 2028/12/11 | Joint Liability | | Wandes | Donghai Wandes | 7,416 | 2032/1/14 | 2035/1/14 | Joint Liability | | Wandes | Alashan Wandes | 16,320 | 2025/9/21 | 2033/3/6 | Joint Liability | - The total amount of guarantees provided to subsidiaries during the reporting period was CNY 237.36 million, with an outstanding balance of CNY 489.36 million at the end of the period[113] - The company's total guarantee amount (A+B) is CNY 514.96 million, accounting for 51.27% of the company's net assets[113] - The company has pledged its 16% equity stake in Wandes (Tangshan Caofeidian) to Dongjiang Environmental as a counter-guarantee for a CNY 160 million loan guarantee obligation[114] - In April 2025, the company received a demand from Dongjiang Environmental to pay CNY 17,775,639.02 to fulfill its counter-guarantee responsibility[114] Share Capital Changes and Shareholder Information This section details changes in share capital, shareholder structure, and the change of the company's actual controller Changes in Share Capital The company's share capital structure remained unchanged during the reporting period, with a minor repurchase of restricted stock occurring afterward - During the reporting period, the total number of ordinary shares and the share capital structure of the company did not change[118] - On August 1, 2025, the company repurchased and canceled 136,822 restricted shares from its 2022 incentive plan, with a negligible impact on financial indicators like EPS and net assets per share[119] Shareholder Information As of the period-end, the company had 4,208 shareholders, with Nanjing Wandes Investment Co, Ltd being the largest shareholder - Total number of ordinary shareholders at the end of the reporting period: 4,208[120] Top Ten Shareholders at the End of the Reporting Period | Shareholder Name | Shares Held (shares) | Percentage (%) | Share Status | Quantity | Shareholder Nature | | :--- | :--- | :--- | :--- | :--- | :--- | | Nanjing Wandes Investment Co, Ltd | 24,584,139 | 28.88 | None | 0 | Domestic Non-state-owned Legal Person | | Liu Jun | 8,353,786 | 9.81 | None | 0 | Domestic Natural Person | | Nanjing Huicai Investment Management Center (LP) | 4,419,993 | 5.19 | None | 0 | Other | | Gong Jianrui | 3,580,194 | 4.21 | None | 0 | Domestic Natural Person | | Nanjing Hecai Enterprise Management Consulting Center (LP) | 3,200,000 | 3.76 | None | 0 | Other | | Dong Caimin | 2,098,088 | 2.46 | None | 0 | Domestic Natural Person | | Huai'an Puli Venture Capital Center (GP) - Huai'an Tianze Equity Investment Center (LP) | 1,025,717 | 1.20 | None | 0 | Other | | Gu Songqian | 998,701 | 1.17 | None | 0 | Domestic Natural Person | | Yu Duding | 770,125 | 0.90 | None | 0 | Domestic Natural Person | | Wuhu Hongwei Cornerstone Investment Fund Management Partnership (LP) - Hongwei Cornerstone Huaying No 6 Private Equity Fund | 764,745 | 0.90 | None | 0 | Other | - Liu Jun holds a 30.6750% partnership share and is the executive partner of Nanjing Huicai Investment Management Center (LP); he also holds a 17.3125% share and is the executive partner of Nanjing Hecai Enterprise Management Consulting Center (LP), making them parties acting in concert[125] - At the end of the reporting period, the top ten holders of restricted shares held a total of 37,227 shares, primarily from the 2022 incentive plan, some of which have been or will be repurchased and canceled due to unmet performance targets[127][128] Information on Directors, Supervisors, Senior Management, and Core Technical Personnel Details on restricted stock holdings for key personnel are provided, with all individuals holding unvested or unexercised shares at period-end Type I Restricted Stock Holdings of Directors, Supervisors, Senior Management, and Core Technical Personnel (Unit: shares) | Name | Position | Restricted Shares Held at Period-End | | :--- | :--- | :--- | | Chen Can | Director, General Manager | 3,561 | | Yuan Daoying | Director | 3,561 | | Han Huisuo | Director | 3,562 | | Zhang Xiaosai | Director, Deputy General Manager | 7,123 | | Lin Shihua | Director, Deputy General Manager | 3,561 | | Dai Xin | Board Secretary, Core Technical Personnel | 3,561 | | Zhang Kaisheng | CFO | 3,561 | | Wang Yanpeng | Core Technical Personnel | 1,187 | | Total | / | 29,677 | Type II Restricted Stock Holdings of Directors, Supervisors, Senior Management, and Core Technical Personnel (Unit: shares) | Name | Position | Granted Restricted Shares at Period-End | | :--- | :--- | :--- | | Chen Can | Director, General Manager | 14,246 | | Yuan Daoying | Director | 14,246 | | Han Huisuo | Director | 14,247 | | Zhang Xiaosai | Director, Deputy General Manager | 28,493 | | Lin Shihua | Director, Deputy General Manager | 14,246 | | Dai Xin | Board Secretary, Core Technical Personnel | 14,246 | | Zhang Kaisheng | CFO | 14,246 | | Wang Yanpeng | Core Technical Personnel | 4,749 | | Total | / | 118,719 | Change in Controlling Shareholder or Actual Controller The company's controlling shareholder changed to Wandes Investment, and it now has no actual controller - New Controlling Shareholder: Wandes Investment, New Actual Controller: None[133] - Date of Change: May 20, 2025[133] - Information Disclosure Index and Date: Shanghai Stock Exchange website, "Announcement on the Completion of Business Registration Change of the Controlling Shareholder and Change of Control" disclosed on May 21, 2025[133] Bond-Related Information The company had no corporate bonds, non-financial enterprise debt financing instruments, or convertible bonds during the reporting period - The company has no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments[136] - The company has no convertible corporate bonds[136] Financial Report This section presents the unaudited semi-annual financial statements and provides detailed notes on accounting policies and key financial items Audit Report This semi-annual report has not been audited - This semi-annual report is unaudited[4] Financial Statements This section provides the consolidated and parent company financial statements for the first half of 2025 Consolidated Balance Sheet As of June 30, 2025, the company's total consolidated assets were CNY 2.15 billion, with total liabilities of CNY 1.10 billion Key Data from Consolidated Balance Sheet (as of June 30, 2025) | Item | Amount (CNY) | | :--- | :--- | | Total Assets | 2,146,051,844.93 | | Total Current Assets | 1,092,223,822.55 | | Total Non-current Assets | 1,053,828,022.38 | | Total Liabilities | 1,104,675,347.68 | | Total Equity | 1,041,376,497.25 | Consolidated Income Statement For the first half of 2025, the company reported a consolidated net loss of CNY 30.46 million Key Data from Consolidated Income Statement (Jan-Jun 2025) | Item | Amount (CNY) | | :--- | :--- | | Total Operating Revenue | 207,370,213.13 | | Total Operating Costs | 242,835,598.15 | | Total Profit | -36,561,050.69 | | Net Profit | -30,463,375.08 | | Net Profit Attributable to Parent Company Shareholders | -28,435,278.47 | | Basic Earnings Per Share (CNY/share) | -0.33 | Consolidated Cash Flow Statement For the first half of 2025, net cash flow from operating activities was positive at CNY 75.25 million Key Data from Consolidated Cash Flow Statement (Jan-Jun 2025) | Item | Amount (CNY) | | :--- | :--- | | Net Cash Flow from Operating Activities | 75,248,140.66 | | Net Cash Flow from Investing Activities | -122,846,798.82 | | Net Cash Flow from Financing Activities | 86,536,371.33 | | Cash and Cash Equivalents at End of Period | 131,584,538.10 | Company Basic Information This section details the company's history, including its establishment, listing, and business scope in the environmental protection industry - Nanjing Wandes Environmental Technology Co, Ltd was established through the overall transformation of a limited liability company in October 2015 and was listed on the Shanghai Stock Exchange STAR Market on January 14, 2020[168] - The company's total share capital has undergone several changes, reaching 85,134,666 shares by the end of the reporting period[168][170] - The company operates in the ecological protection and environmental governance industry, focusing on organic waste and industrial wastewater, primarily through providing overall environmental solutions[170][171] Basis of Preparation of Financial Statements The financial statements are prepared on a going concern basis, in accordance with China's Accounting Standards for Business Enterprises - These financial statements are prepared on a going concern basis, in accordance with the "Accounting Standards for Business Enterprises" issued by the Ministry of Finance and relevant CSRC disclosure rules[172] - The Board of Directors believes the company has the ability to continue as a going concern for at least 12 months from the end of this reporting period[173] Significant Accounting Policies and Estimates This section outlines the company's key accounting policies for financial instruments, revenue recognition, and other significant areas - Financial assets are classified into three categories based on business model and contractual cash flow characteristics: measured at amortized cost, at fair value through other comprehensive income, or at fair value through profit or loss[195] - For accounts receivable and contract assets, the company uses a simplified approach to measure the loss provision based on lifetime expected credit losses[209] - Inventory is valued at the lower of cost or net realizable value, with the cost determined using the moving weighted average method[226] - Intangible assets, including land use rights and concession rights, are amortized using the straight-line method if they have a finite useful life, or are not amortized if the life is indefinite[244][245] - Revenue is recognized when the customer obtains control of the related goods or services, either over time or at a point in time[262] Taxation This section details the company's main taxes and applicable rates, including various tax incentives it enjoys Main Taxes and Tax Rates | Tax Type | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax (VAT) | Taxable Revenue | 13%, 9%, 6%, 3%, 1% | | Urban Maintenance and Construction Tax | Payable Turnover Tax | 7%, 5%, 1% | | Corporate Income Tax (CIT) | Taxable Income | 25% (see below for entities with other rates) | | Education Surcharge | Payable Turnover Tax | 3% | | Local Education Surcharge | Payable Turnover Tax | 2% | - The company was certified as a High-Tech Enterprise in December 2024, qualifying for a reduced CIT rate of 15% for the 2025 fiscal year[282] - Income from public waste and sewage treatment projects is eligible for a "three-year exemption, three-year half-rate" tax holiday[282] - The company benefits from a 5% additional VAT deduction for advanced manufacturing enterprises and an enhanced R&D expense deduction policy (100% for expenses, 200% for capitalized assets)[282](index=282&type=chunk][283] - Services related to sewage treatment are eligible for a 70% immediate VAT refund policy[283] Notes to Consolidated Financial Statement Items This section provides detailed notes on each line item of the consolidated financial statements, explaining significant balances and transactions - The year-end balance of cash and cash equivalents was CNY 169.54 million, of which CNY 37.95 million was restricted, primarily for bank acceptance bill margins and performance guarantees[285][287] - The gross carrying amount of accounts receivable was CNY 481.80 million, with a bad debt provision of CNY 82.49 million; two customers with a combined balance of CNY 12.72 million were individually assessed for impairment at rates of 100% and 20%[301][303] - The gross carrying amount of contract assets was CNY 384.51 million, with a bad debt provision of CNY 109.99 million; provisions for completed but unbilled projects reached up to 100% for balances over 5 years old[313](index=313&type=chunk][318] - The carrying value of intangible assets was CNY 710.33 million, with concession rights accounting for CNY 574.23 million[372] - The year-end balance of long-term borrowings was CNY 338.89 million, consisting mainly of pledged and mortgaged loans[407] - The year-end balance of provisions was CNY 10.95 million, primarily for estimated after-sales service costs, major overhaul expenses for BOT projects, and potential penalties[412] R&D Expenditures Total expensed R&D investment for the period was CNY 13.77 million, with no capitalized R&D expenditures R&D Expenditure Breakdown (First Half of 2025) | Item | Amount (CNY) | | :--- | :--- | | R&D Materials | 4,017,500.21 | | Salaries and Wages | 8,063,426.31 | | Depreciation and Amortization | 1,428,814.38 | | Technical Service Fees | 45,232.07 | | Demonstration and Review Fees | 155,580.00 | | Other | 62,176.77 | | Total | 13,772,729.74 | - Total expensed R&D expenditure for the period was CNY 13,772,729.74, with no capitalized R&D expenditure[466] Changes in the Scope of Consolidation There were no changes in the scope of consolidation due to business combinations or disposals during the reporting period - During the reporting period, there were no business combinations under non-common control[467] - During the reporting period, there were no business combinations under common control[467] - During the reporting period, there were no reverse acquisitions[467] - During the reporting period, there were no disposals of subsidiaries resulting in a loss of control[468] Interests in Other Entities The company's group consists of multiple subsidiaries in environmental engineering and new energy, with Xinxiang Rongjun being a key non-wholly-owned subsidiary - The company's group comprises multiple subsidiaries engaged in environmental engineering, waste treatment, and new energy technology R&D[468][469][470] Key Financial Information of Significant Non-wholly-owned Subsidiaries | Subsidiary Name | Minority Interest (%) | Profit/Loss Attributable to Minority Interests (CNY) | Minority Equity Balance at Period-End (CNY) | | :--- | :--- | :--- | :--- | | Xinxiang Rongjun | 32.8193 | -1,222,016.16 | -21,768,232.19 | Summarized Financial Information of Insignificant Joint Ventures and Associates | Item | Period-End Balance / Current Period Amount (CNY) | | :--- | :--- | | Total Carrying Amount of Investments | 9,511,774.26 | | --Net Profit | -1,605,244.09 | | --Total Comprehensive Income | -1,605,244.09 | Government Grants The company recognized CNY 252,669.88 in government grants in other income during the period Liability Items Related to Government Grants | Financial Statement Item | Beginning Balance (CNY) | Current Period Decrease (CNY) | Ending Balance (CNY) | | :--- | :--- | :--- | :--- | | Deferred Income | 30,306,715.26 | 202,669.88 | 30,104,045.38 | Government Grants Recognized in Current Profit or Loss | Type | Current Period Amount (CNY) | Prior Period Amount (CNY) | | :--- | :--- | :--- | | Asset-related | 202,669.88 | 202,669.88 | | Income-related | 50,000.00 | 494,500.00 | | Total | 252,669.88 | 697,169.88 | - Government grants recognized in other income this period mainly include infrastructure subsidies for asset-related projects and a quality development award for income-related activities[478][480] Risks Related to Financial Instruments The company faces market, credit, and liquidity risks, which it manages through various control measures - The company has no foreign currency assets or liabilities, so exchange rate risk is not significant[483] - Interest rate risk arises from floating-rate borrowings, but management believes its impact on profit and equity is not material[484] - Credit risk is managed by depositing cash with state-owned and large listed banks and by implementing strict credit control and collection policies for customers[485] - Liquidity risk is considered low as the company maintains sufficient cash and cash equivalents to meet its operational needs[485] Fair Value Disclosure The company's assets measured at fair value primarily include trading financial assets and accounts receivable financing Fair Value of Assets and Liabilities at Period-End | Item | Level 1 Fair Value (CNY) | Level 2 Fair Value (CNY) | Level 3 Fair Value (CNY) | Total (CNY) | | :--- | :--- | :--- | :--- | :--- | | Trading Financial Assets | | 38,002,805.48 | | 38,002,805.48 | | Accounts Receivable Financing | | | 25,375,046.76 | 25,375,046.76 | | Other Equity Instrument Investments | | | 300,000.00 | 300,000.00 | | Total Assets at Fair Value | | 38,002,805.48 | 25,675,046.76 | 63,677,852.24 | - The fair value of trading financial assets (structured deposits) is determined using valuation techniques with observable expected yield rates[494] - The fair value of accounts receivable financing is approximated by its carrying amount due to its short remaining maturity[495] - The fair value of other equity instrument investments is determined using a combination of methods, including recent financing prices and comparable company analysis[495] - The carrying amounts of financial assets and liabilities not measured at fair value are considered to be close to their fair values[497] Related Parties and Related-Party Transactions The company's parent is Nanjing Wandes Investment Co, Ltd, and it has no ultimate controller; no significant related-party transactions occurred - The company's parent company is Nanjing Wandes Investment Co, Ltd, which holds a 28.88% stake[499] - The company has no ultimate controller[499] - During the reporting period, the company did not engage in any significant related-party transactions such as sales, purchases, asset transfers, or financing[501][502][503] Key Management Personnel Compensation | Item | Current Period Amount (CNY 10,000) | Prior Period Amount (CNY 10,000) | | :--- | :--- | :--- | | Key Management Personnel Compensation | 245.80 | 278.40 | Share-Based Payments The cumulative amount of equity-settled share-based payments recognized in capital reserve is CNY 44.10 million - The cumulative amount of equity-settled share-based payments recognized in capital reserve is CNY 44,099,023.80[505] Commitments and Contingencies The company has significant contingencies related to outstanding performance guarantees and guarantees provided to subsidiaries and other companies Outstanding Guarantees at Period-End (Unit: CNY) | Guarantee Type | Ending Balance | Company-paid Margin | | :--- | :--- | :--- | | Performance Guarantee | 16,731,158.85 | 1,818,500.00 | | Bid Guarantee | 500,000.00 | - | | Advance Payment Guarantee | 28,484,000.00 | - | | Migrant Worker Wage Payment Guarantee | 400,000.00 | 400,000.00 | | Project Payment Guarantee | 140,000.00 | 140,389.93 | | Total | 46,255,158.85 | 2,358,889.93 | - As of June 30, 2025, the total guarantee amount for subsidiaries was CNY 489.36 million, and for other companies was CNY 25.60 million[507][508] - The company provided a CNY 25.60 million general guarantee for Wandes (Tangshan Caofeidian) Environmental Technology Co, Ltd, with its 16% equity stake in the company serving as a counter-guarantee[508] - In April 2025, the company received a demand from Dongjiang Environmental to pay CNY 17,775,639.02 to fulfill its counter-guarantee responsibility[509] Supplementary Information This section provides details on non-recurring profit and loss items and calculates the return on equity and earnings per share Breakdown of Current Non-recurring Profit and Loss | Item | Amount (CNY) | | :--- | :--- | | Gains/Losses from Disposal of Non-current Assets | 154,242.88 | | Government Grants Recognized in Current Profit or Loss | 50,000.00 | | Fair Value Gains/Losses and Gains/Losses from Disposal of Financial Assets and Liabilities | 1,775,588.13 | | Reversal of Impairment Provision for Individually Tested Receivables | 3,267,027.40 | | Gains/Losses from Debt Restructuring | 295,742.56 | | Other Non-operating Income and Expenses | -1,948,176.14 | | Less: Income Tax Impact | 460,468.25 | | Less: Minority Interest Impact (After Tax) | -132,227.20 | | Total | 3,266,183.78 | Return on Equity and Earnings Per Share | Reporting Period Profit | Weighted Average ROE (%) | Basic EPS (CNY) | Diluted EPS (CNY) | | :--- | :--- | :--- | :--- | | Net Profit Attributable to Ordinary Shareholders | -2.79 | -0.3345 | -0.3345 | | Net Profit Attributable to Ordinary Shareholders after Deducting Non-recurring Items | -3.11 | -0.3730 | -0.3730 |