天微电子(688511) - 2025 Q2 - 季度财报

Important Notice This section provides critical disclaimers, risk warnings, and statements from the board and management regarding the report's accuracy and completeness Board of Directors' Statement The company's board of directors and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, assuming legal responsibilities - The company's board of directors and senior management guarantee the truthfulness, accuracy, and completeness of the report content[4] Significant Risk Warning The company highlights delisting risk, unfinalized military product pricing, and provisional price fluctuation risks that could significantly impact operating performance - The company's stock has been subject to delisting risk warning after the disclosure of the 2024 annual report[4] - In the first half of 2025, the company achieved operating revenue of 84.01 million yuan and net profit attributable to shareholders of 30.82 million yuan[4] - The company's main product, the military fire suppression and explosion prevention system, has not yet completed military product pricing, and future differences between the approved price and provisional price may lead to fluctuations in operating performance[5] Military Product Pricing Difference Simulation on 2025 H1 Operating Revenue and Net Profit (Unit: 10,000 yuan) | 仮定情形 | 调整收入 | 调整净利润 | 占2025年上半年营业收入比例 | 占2025年上半年净利润比例 | 调整后2025年上半年营业收入 | 调整后2025年上半年净利润 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | 15% | 10,401.85 | 8,841.57 | 123.82% | 296.69% | 18,802.74 | 11,821.63 | | 10% | 6,934.57 | 5,894.38 | 82.55% | 197.79% | 15,335.45 | 8,874.44 | | 5% | 3,467.28 | 2,947.19 | 41.27% | 98.90% | 11,868.17 | 5,927.25 | | -5% | -3,467.28 | -2,947.19 | -41.27% | -98.90% | 4,933.60 | 32.87 | | -10% | -6,934.57 | -5,894.38 | -82.55% | -197.79% | 1,466.32 | -2,914.32 | | -15% | -10,401.85 | -8,841.57 | -123.82% | -296.69% | -2,000.96 | -5,861.51 | - The long approval cycle for military product pricing means that differences between provisional and final approved prices will result in income adjustments in the period of final pricing, potentially adversely affecting operations[6] Board Meeting Attendance All company directors attended the board of directors' meeting - All company directors attended the board of directors' meeting[7] Report Audit Status This semi-annual report is unaudited - This semi-annual report is unaudited[7] Financial Report Statement The company's head, chief accountant, and head of accounting department declare the financial report's truthfulness, accuracy, and completeness - Company head Zhang Chao, chief accountant Hou Guangli, and head of accounting department Li Xiaobo declare the financial report's truthfulness, accuracy, and completeness[7] Profit Distribution Plan There is no profit distribution or capital reserve capitalization plan approved by the board for this reporting period - There is no profit distribution plan or capital reserve capitalization plan for this reporting period[8] Forward-Looking Statement Risk Disclaimer Forward-looking statements regarding future plans and strategies do not constitute a substantial commitment to investors, who should be aware of investment risks - Forward-looking statements in the report do not constitute substantial commitments, and investors should be aware of investment risks[8] Other Important Notices The company has declassified confidential information in accordance with relevant regulations, using aliases, bundling, or aggregation for disclosure - The company has declassified confidential information in accordance with the "Interim Measures for the Administration of Special Financial Information Disclosure for Military Industrial Enterprises' External Financing"[9] Section I Definitions This section provides definitions for common terms used throughout the report, including company names, regulations, subsidiaries, reporting periods, and key product and technology terms Definitions of Common Terms This chapter lists definitions for common terms used in the report, covering company names, laws, subsidiaries, reporting periods, and key product/technology terms like fire suppression, sensors, and AI, to aid reader comprehension - The company's abbreviation is "*ST Tianwei", and its full name is Sichuan Tianwei Electronics Co., Ltd[13] - The reporting period is from January 1, 2025, to June 30, 2025[13] - Key product-related terms include fire suppression and explosion prevention, sensors, high-energy ignition, fuses, type finalization, and equipment deployment[13] - The definition of AI (Artificial Intelligence) is introduced, indicating the company's exploration in the field of technological science[13] Section II Company Profile and Key Financial Indicators This section provides an overview of the company's basic information, contact details, stock profile, and key financial performance metrics for the reporting period I. Company Basic Information This section outlines the company's Chinese name, abbreviation, legal representative, registered and office addresses, website, and email, including historical changes to its registered address - The company's Chinese name is Sichuan Tianwei Electronics Co., Ltd., abbreviated as *ST Tianwei[15] - The legal representative is Zhang Chao[15] - The registered address changed during the reporting period from "No. 233, Wulian 1st Road, Gongxing Street, Shuangliu District, Chengdu, China (Sichuan) Pilot Free Trade Zone" to "No. 233, Wulian 1st Road, Huangjia Street, Southwest Airport Economic Development Zone, Shuangliu District, Chengdu, China (Sichuan) Pilot Free Trade Zone"[15] II. Contact Person and Information This section provides contact details for the company's Board Secretary (domestic information disclosure representative), Yang Qinqin, including address, phone, fax, and email - The Board Secretary is Yang Qinqin, contact number 028-63072200-828[16] III. Brief Introduction to Changes in Information Disclosure and Document Availability Locations This section lists the company's designated newspapers for information disclosure, the website for semi-annual reports, and the location where semi-annual reports are available for inspection - The company's information disclosure newspapers include "China Securities Journal", "Securities Daily", "Securities Times", and "Shanghai Securities News"[17] - The semi-annual report is published on www.sse.com.cn[17](index=17&type=chunk) IV. Brief Introduction to Company Shares/Depositary Receipts This section briefly introduces the company's A-share listing on the Shanghai Stock Exchange's STAR Market, with stock abbreviation *ST Tianwei and code 688511 - The company's A-shares are listed on the STAR Market of the Shanghai Stock Exchange, with stock abbreviation *ST Tianwei and stock code 688511[18] VI. Company's Key Accounting Data and Financial Indicators During the reporting period, the company's operating revenue and net profit significantly increased, while net cash flow from operating activities decreased, primarily due to increased military orders and the cancellation of equity incentives 2025 H1 Key Accounting Data (Unit: yuan) | 指标 | 本报告期 (1-6月) | 上年同期 | 本报告期比上年同期增减(%) | | :--- | :--- | :--- | :--- | | 营业收入 | 84,008,863.73 | 44,835,179.96 | 87.37 | | 利润总额 | 33,374,542.48 | 153,765.23 | 21,604.87 | | 归属于上市公司股东的净利润 | 30,816,754.79 | 1,388,693.20 | 2,119.12 | | 经营活动产生的现金流量净额 | -9,327,604.59 | 9,484,346.19 | -198.35 | | 归属于上市公司股东的净资产 (期末) | 840,310,885.93 | 808,967,287.43 | 3.87 | | 总资产 (期末) | 956,847,418.42 | 931,889,981.58 | 2.68 | 2025 H1 Key Financial Indicators | 指标 | 本报告期 (1-6月) | 上年同期 | 本报告期比上年同期增减(%) | | :--- | :--- | :--- | :--- | | 基本每股收益（元／股） | 0.3010 | 0.0177 | 1,600.51 | | 稀释每股收益（元／股） | 0.3010 | 0.0177 | 1,600.51 | | 扣除非经常性损益后的基本每股收益（元／股） | 0.2257 | -0.0494 | 不适用 | | 加权平均净资产收益率（%） | 3.52 | 0.16 | 增加 3.36 个百分点 | | 扣除非经常性损益后的加权平均净资产收益率（%） | 2.64 | -0.45 | 增加 3.09 个百分点 | | 研发投入占营业收入的比例（%） | 12.01 | 23.92 | 减少 11.91个百分点 | - Operating revenue significantly increased by 87.37%, primarily due to national macro-policy promotion, accelerated annual vehicle task progress, faster product delivery, and a notable increase in order volume[22] - Net profit significantly increased, mainly due to higher operating revenue, reduced administrative expenses from the cancellation of equity incentives, and decreased impairment losses[22] - Net cash flow from operating activities decreased by 198.35%, primarily due to a reduction in maturing notes and thus a decrease in cash remittances in the first half of 2025[22] VIII. Non-Recurring Gains and Losses Items and Amounts This section details the company's non-recurring gains and losses for the reporting period, totaling 7,711,646.31 yuan 2025 H1 Non-Recurring Gains and Losses Items (Unit: yuan) | 非经常性损益项目 | 金额 | | :--- | :--- | | 非流动性资产处置损益 | 590.27 | | 计入当期损益的政府补助 | 8,000.00 | | 非金融企业持有金融资产和金融负债产生的公允价值变动损益及处置损益 | 3,928,279.07 | | 单独进行减值测试的应收款项减值准备转回 | 5,144,143.24 | | 其他营业外收入和支出 | 22,569.78 | | 减：所得税影响额 | 1,372,552.40 | | 少数股东权益影响额（税后） | 19,383.65 | | 合计 | 7,711,646.31 | IX. Net Profit After Deducting Impact of Share-Based Payments Net profit after deducting the impact of share-based payments for the first half of 2025 was 30,816,754.79 yuan, representing a 307.45% increase year-on-year Net Profit After Deducting Impact of Share-Based Payments (Unit: yuan) | 指标 | 本报告期 (1-6月) | 上年同期 | 本期比上年同期增减(%) | | :--- | :--- | :--- | :--- | | 扣除股份支付影响后的净利润 | 30,816,754.79 | 7,563,339.79 | 307.45 | Section III Management Discussion and Analysis This section provides an in-depth analysis of the company's industry, main business operations, core competencies, risk factors, and key financial performance during the reporting period I. Industry and Main Business Overview The company operates in the sensitive components and sensor manufacturing sector, focusing on R&D, production, and sales of military products like fire suppression systems, while actively expanding into civilian markets and AI applications - The company's industry is "C39 Computer, Communication and Other Electronic Equipment Manufacturing" within "C3983 Sensitive Components and Sensor Manufacturing"[29] - Main products include aviation discharge tubes, special fuses, new fire suppression and explosion prevention systems, and three-defense collection and drive devices, applied in high-risk fields such as aviation, aerospace, shipbuilding, and armored vehicles[30] - Military product sales primarily follow military bidding, with prices recorded provisionally and adjusted after final pricing; component-type military products are priced through negotiation[31] - Civilian product sales mainly involve system-level products (civil defense command equipment, wind power fire early warning and prevention systems, AI electric vehicle charging safety protection systems, mining fire suppression and explosion prevention systems) and component-level products, conducted through project bidding, direct sales, and distribution[32] - The R&D model follows the military product R&D approach of "equipping one generation, producing one generation, developing one generation, pre-researching one generation, and exploring one generation", while actively transforming military technology into civilian products and strategically deploying "AI+Action"[32][33] II. Discussion and Analysis of Operations In the first half of 2025, the company's operations steadily recovered, driven by increased military orders, with system product revenue growing 91.59% and component products 50.01%, alongside continued R&D investment and AI safety initiatives - In the first half of 2025, the company's system-level products achieved operating revenue of 64.30 million yuan, a year-on-year increase of 91.59%[35] - In the first half of 2025, the company's component-level products achieved operating revenue of 13.99 million yuan, a year-on-year increase of 50.01%[35] - R&D investment was 10.09 million yuan, a year-on-year decrease of 5.97%, mainly due to the cancellation of the equity incentive plan leading to a reduction in share-based payment expenses[36] - The company obtained the "Military Software Capability Level Certificate", meeting GJB5000B-2021 Level II requirements, enhancing its military software R&D and management capabilities[36] - The company actively expanded into military markets such as aviation and shipbuilding, with some models of a certain collection and drive device project and a certain three-defense protection system already delivered in small batches, a certain aviation fire alarm detection system achieving in-flight installation, and a certain projectile ignition discharge tube product achieving domestic substitution and securing initial orders[37] - Subsidiary Tianwei Smart is developing civilian business, implementing "AI+Action" to explore AI protection emerging technologies in scenarios such as wind power, new energy lithium batteries, and communication cabinets, and has already secured and completed acceptance for a wind turbine nacelle fire prevention and suppression system contract[38][39] III. Analysis of Core Competencies The company's core competencies stem from strong R&D and technological advantages in fire suppression and three-defense systems, a leading market position in military procurement, and product superiority in advanced military components, supported by continuous innovation and intellectual property gains - R&D and technological advantages: Possesses core technologies such as high-reliability real-time detection, complex environment flame information extraction and recognition, multi-information fusion and intelligent control, intelligent image recognition, and AI-based fire early warning and protection[40][43] - Military fire suppression and explosion prevention systems have been mass-equipped in multiple key military weapon systems, with key performance indicators comparable to or even superior to international counterparts[41] - Market advantage: The company ranks first in the number of equipment models won in military new fire suppression and explosion prevention system standardization tenders, forming long-term stable supporting relationships with the military[42] - Product advantage: Military fire suppression and explosion prevention products are recognized in standardization tenders, and the manufacturing technology for core linear temperature sensors has a strong advantage[42] - As of the end of the reporting period, the company had accumulated 21 domestic invention patents, 122 utility model patents, and 33 software copyrights[43][46] - The company was recognized as a national "specialized, refined, unique, and new" small giant enterprise in 2022, with its product being the fire suppression and explosion prevention system[45] R&D Investment (Unit: yuan) | 指标 | 本期数 | 上年同期数 | 变化幅度（%） | | :--- | :--- | :--- | :--- | | 费用化研发投入 | 10,085,800.01 | 10,725,842.51 | -5.97 | | 研发投入合计 | 10,085,800.01 | 10,725,842.51 | -5.97 | | 研发投入总额占营业收入的比例（%） | 12.01 | 23.92 | 减少 11.91个百分点 | - Ongoing R&D projects include a certain three-defense general collection and drive device, research on detection and sensing technology, in-vehicle environment comprehensive control system, new fire suppression and explosion prevention system, domestic substitution of core components, and AI-based fire early warning and protection systems[51][53] - The number of R&D personnel is 111, accounting for 36.51% of the company's total workforce[55] IV. Risk Factors The company faces diverse risks including product obsolescence, technology leakage, R&D failure, military pricing volatility, reliance on key customers, single revenue source, unfinalized military product pricing, project losses, external component reliance, civil market development, product quality, operational license loss, state secret leakage, safety, tax policy changes, gross margin fluctuations, accounts receivable/inventory impairment, information disclosure limitations, military policy impact, delisting, project delays, stock price volatility, and management/control issues - Core Competitiveness Risks: Risks of product and technology iteration, core technology leakage and loss of core technical personnel, and new product R&D failure[56][57] - Operating Risks: Risks of provisional price changes, reliance on China North Industries Group Corporation, revenue dependence on military bidding, product singularity, unfinalized military product pricing for some products, revenue fluctuations from commissioned R&D projects, losses from commissioned R&D projects, reliance on external procurement of key components, civil market development risks, product quality risks, loss of operating qualifications, state secret leakage risks, and production safety risks[57][58][59][60][61][62][63][64] Military Product Pricing Difference Simulation on 2025 H1 Operating Revenue and Net Profit (Unit: 10,000 yuan) | 仮定情形 | 调整收入 | 调整净利润 | 占2025年上半年营业收入比例 | 占2025年上半年净利润比例 | 调整后2025年上半年营业收入 | 调整后2025年上半年净利润 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | 15% | 10,401.85 | 8,841.57 | 123.82% | 296.69% | 18,802.74 | 11,821.63 | | 10% | 6,934.57 | 5,894.38 | 82.55% | 197.79% | 15,335.45 | 8,874.44 | | 5% | 3,467.28 | 2,947.19 | 41.27% | 98.90% | 11,868.17 | 5,927.25 | | -5% | -3,467.28 | -2,947.19 | -41.27% | -98.90% | 4,933.60 | 32.87 | | -10% | -6,934.57 | -5,894.38 | -82.55% | -197.79% | 1,466.32 | -2,914.32 | | -15% | -10,401.85 | -8,841.57 | -123.82% | -296.69% | -2,000.96 | -5,861.51 | - Financial Risks: Risks of changes in tax preferential policies, gross profit margin fluctuations, accounts receivable risks, and inventory impairment risks[66][67] - Industry Risks: Risks that exempted disclosure information may affect investors' value judgment, and significant impact of national defense military plans and policies on revenue[67][68] - Other Significant Risks: Delisting risk (the company was subject to delisting risk warning for 2024 net profit and operating revenue below prescribed standards; although improved in H1 2025, it still faces the risk of delisting procedures being initiated), risk of further delays or changes to fundraising projects, risk of fundraising projects not meeting expectations, stock price fluctuation risk, management risk, and risk of improper control by the actual controller[69][70][71] V. Key Operating Performance During the Reporting Period This section's content is covered in the "Discussion and Analysis of Operations" section I. Main Business Analysis During the reporting period, operating revenue increased 87.37% due to military orders, while operating costs rose 124.34% partly from R&D project losses; sales and administrative expenses decreased 36.10% and 28.52% respectively, with administrative costs benefiting from equity incentive cancellation; operating cash flow significantly dropped 198.35% due to fewer maturing notes, and investing cash flow surged 435.11% from increased redemption of wealth management products Financial Statement Related Item Fluctuation Analysis (Unit: yuan) | 科目 | 本期数 | 上年同期数 | 变动比例（%） | | :--- | :--- | :--- | :--- | | 营业收入 | 84,008,863.73 | 44,835,179.96 | 87.37 | | 营业成本 | 36,521,736.57 | 16,279,313.89 | 124.34 | | 销售费用 | 2,230,564.77 | 3,490,808.34 | -36.10 | | 管理费用 | 8,681,456.94 | 12,144,977.73 | -28.52 | | 财务费用 | -765,225.64 | -238,451.84 | -220.91 | | 研发费用 | 10,085,800.01 | 10,725,842.51 | -5.97 | | 经营活动产生的现金流量净额 | -9,327,604.59 | 9,484,346.19 | -198.35 | | 投资活动产生的现金流量净额 | 141,625,099.71 | -42,262,478.08 | 435.11 | | 筹资活动产生的现金流量净额 | 2,472,281.82 | 2,974,657.85 | -16.89 | | 信用减值损失 | 5,113,236.92 | -6,565,755.22 | 177.88 | | 资产减值损失 | -2,017,786.97 | -1,551,131.04 | -30.08 | | 所得税费用 | 3,573,949.88 | -1,234,927.97 | 389.41 | - Operating revenue increased by 87.37%, primarily driven by national macro-policies, accelerated annual vehicle task progress, faster product delivery, and a significant increase in order volume[75] - Operating costs increased by 124.34%, mainly due to increased order volume and a larger loss margin from commissioned R&D projects[75] - Sales expenses decreased by 36.10%, primarily due to reduced business entertainment, market maintenance, and promotional expenses[75] - Administrative expenses decreased by 28.52%, mainly due to the cancellation of equity incentives[75] - Net cash flow from operating activities decreased by 198.35%, primarily due to a reduction in maturing notes, leading to decreased cash remittances[75] - Net cash flow from investing activities increased by 435.11%, mainly due to increased redemption of wealth management products[76] - Credit impairment losses changed by 177.88%, primarily due to changes in the aging structure of accounts receivable and an agreement reached on a provisional pricing dispute for a certain vehicle-matching product contract with a main engine manufacturer[76] - Income tax expenses increased by 389.41%, mainly due to increased total profit and taxable income[76] III. Analysis of Assets and Liabilities At period-end, cash and accounts receivable significantly increased due to structured deposit redemptions and revenue growth, while financial assets and contract liabilities decreased; taxes payable surged with higher profits, and construction in progress rose from capital project investments Asset and Liability Status Changes (Unit: yuan) | 项目名称 | 本期期末数 | 本期期末数占总资产的比例(%) | 上年期末数 | 上年期末数占总资产的比例(%) | 金额较上年期末变动比例(%) | 情况说明 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | 货币资金 | 264,428,072.39 | 27.64 | 130,263,849.91 | 13.98 | 102.99 | 主要系本期赎回的结构性存款较多所致 | | 交易性金融资产 | 280,000,000.00 | 29.26 | 425,000,000.00 | 45.61 | -34.12 | 主要系本期赎回的结构性存款较多所致 | | 应收账款 | 165,232,765.22 | 17.27 | 125,188,482.78 | 13.43 | 31.99 | 主要系本期收入增加所致 | | 预付款项 | 839,000.91 | 0.09 | 669,841.88 | 0.07 | 25.25 | 主要系本期预付材料款增加所致 | | 其他应收款 | 811,797.09 | 0.08 | 543,923.42 | 0.06 | 49.25 | 主要系本期应收暂付款增加所致 | | 投资性房地产 | 10,663,323.65 | 1.11 | 7,869,628.67 | 0.84 | 35.50 | 主要系本期房屋出租面积增加所致 | | 在建工程 | 10,281,979.64 | 1.07 | 7,550,585.53 | 0.81 | 36.17 | 主要系本期募投项目投入增加所致 | | 其他非流动资产 | 231,160.33 | 0.02 | 2,140,197.00 | 0.23 | -89.20 | 主要系上期预缴所得税较多所致 | | 应付票据 | 11,267,498.07 | 1.18 | 17,379,055.72 | 1.86 | -35.17 | 主要系本期开出的未到期的商业承兑汇票较少所致 | | 应交税费 | 5,199,887.02 | 0.54 | 212,411.97 | 0.02 | 2,348.02 | 主要系本期收入增长，利润增加，应交增值税及企业所得税增加所致 | | 其他应付款 | 2,744,649.38 | 0.29 | 10,734,113.80 | 1.15 | -74.43 | 主要系本期股权激励取消，无限制性股票回购义务所致 | | 合同负债 | 8,478,072.40 | 0.89 | 18,196,177.40 | 1.95 | -53.41 | 主要系本期预收商品款减少所致 | | 其他流动负债 | 121,368.10 | 0.01 | 1,042,767.50 | 0.11 | -88.36 | 主要系待转销项税减少所致 | | 预计负债 | 4,942,308.10 | 0.52 | 3,255,262.10 | 0.35 | 51.83 | 主要系项目合同亏损金额增加所致 | - Restricted monetary funds at period-end amounted to 3,262,031.84 yuan, serving as bank acceptance bill deposits[80] IV. Analysis of Investment Status This section does not disclose specific information on external equity investments, non-equity investments, financial assets measured at fair value, securities investments, derivative investments, or private equity fund investments V. Significant Asset and Equity Sales There were no significant asset or equity sales during the reporting period VI. Analysis of Major Holding and Participating Companies The company did not disclose an analysis of its major holding and participating companies during the reporting period VII. Information on Structured Entities Controlled by the Company The company did not disclose information on structured entities it controls during the reporting period VI. Other Disclosure Matters The company's external director, Mr. Yang Youxin, passed away, reducing the board to seven members, which is not below the legal minimum, and the company will promptly complete the director by-election - Company external director Mr. Yang Youxin passed away, reducing the board of directors to 7 members, and the company will promptly elect a replacement director[84] Section IV Corporate Governance, Environment, and Society This section covers changes in the company's governance structure, including board and senior management personnel, profit distribution plans, equity incentive impacts, environmental disclosures, and contributions to poverty alleviation and rural revitalization I. Changes in Directors, Senior Management, and Core Technical Personnel During the reporting period, the Supervisory Board Chairman, employee representative supervisor, and supervisor resigned due to the abolition of the Supervisory Board under the new Company Law; additionally, an external director passed away, and the company will promptly elect a replacement - Supervisory Board Chairman Zhang Qing, employee representative supervisor Li Huihai, and supervisor Wang Yan resigned[86] - The company abolished the Supervisory Board and revised its Articles of Association to align with the new Company Law's adjustments to corporate governance structure[86] - External director Mr. Yang Youxin passed away, reducing the board of directors to 7 members, and the company will promptly complete the director by-election[87] II. Profit Distribution or Capital Reserve Capitalization Plan The company has no profit distribution or capital reserve capitalization plan for this reporting period - For this reporting period, the company will not distribute or capitalize, with 0 bonus shares, cash dividends, or capitalization shares per 10 shares[87] III. Equity Incentive Plans and Employee Incentive Measures The company terminated its 2023 restricted stock incentive plan on January 3, 2025, completing the repurchase and cancellation of restricted shares and the cancellation of some repurchased shares by February 14, 2025 - On January 3, 2025, the company's general meeting of shareholders approved the termination of the 2023 restricted stock incentive plan[89] - On February 14, 2025, the company completed the cancellation of 381,586 repurchased shares in the repurchase special securities account and repurchased and cancelled 674,796 first-class restricted shares granted but not yet unblocked to 4 incentive recipients[89] IV. Environmental Information Disclosure During the reporting period, the company did not disclose environmental information for itself or its major subsidiaries included in the list of enterprises required to disclose environmental information by law V. Poverty Alleviation and Rural Revitalization During the reporting period, the company did not disclose specific information on consolidating and expanding poverty alleviation achievements or rural revitalization efforts Section V Significant Matters This section details the fulfillment of commitments, absence of related party fund occupation or illegal guarantees, audit status, and other significant events such as litigation, compliance, and fundraising utilization I. Fulfillment of Commitments The company's actual controller, shareholders, related parties, and the company itself strictly fulfilled all commitments during the reporting period, including share lock-ups, minimum reduction prices, information disclosure accuracy, non-occupation of company funds, resolution of related-party transactions and competition, social insurance risk assumption, anti-commercial bribery, confidentiality, and compliance with laws and articles of association - Actual controller Ju Wanli committed not to transfer shares held prior to the initial public offering for 36 months from the listing date, and that the reduction price after the lock-up period would not be lower than the offering price for 2 years[92][97] - Directors, supervisors, and senior management (e.g., Zhang Chao, Chen Jian) committed not to transfer more than 25% of their total company shares annually during their tenure and not to transfer shares within six months of leaving office[93][94][95] - Ju Wanli committed to repurchase all newly issued shares in the initial public offering and compensate investors for losses if the prospectus contains false records, misleading statements, or major omissions[100] - Ju Wanli and the directors, supervisors, and senior management committed not to overstep their authority in interfering with company operations, not to infringe upon company interests, and to actively promote the improvement of remuneration systems linked to return enhancement measures[101][102] - Ju Wanli and the directors, supervisors, and senior management committed to minimize related-party transactions with the company, and for necessary related-party transactions, to adhere to review procedures and fair principles[105][106] - Ju Wanli committed that there is no competition with the company's main business and will prioritize offering new business opportunities to the company in the future[106][107][108] - Ju Wanli committed to bear economic losses that may be caused to the company due to defects in property rights of buildings, supplementary payments for social insurance/housing provident funds, etc[109] - Ju Wanli and the directors, supervisors, and senior management committed to strictly abide by confidentiality laws and regulations to ensure that information disclosure does not reveal state secrets[110][111][112] - Ju Wanli and the directors, supervisors, and senior management committed to comply with all laws and regulations, the company's articles of association, exercise shareholder rights lawfully, not harm the interests of the company and other shareholders, and cooperate with information disclosure obligations[112][113][114][115][116] II. Non-Operating Fund Occupation by Controlling Shareholder and Other Related Parties During the Reporting Period During the reporting period, there was no non-operating fund occupation by the controlling shareholder or other related parties III. Illegal Guarantees During the reporting period, the company did not provide external guarantees in violation of decision-making procedures IV. Semi-Annual Report Audit Status This semi-annual report is unaudited - This semi-annual report is unaudited[7] V. Matters Involving Non-Standard Audit Opinions During the reporting period, there were no changes or handling of matters involving non-standard audit opinions from the previous annual report VI. Bankruptcy and Reorganization Related Matters There were no bankruptcy or reorganization related matters during the reporting period VII. Significant Litigation and Arbitration Matters There were no significant litigation or arbitration matters during the reporting period VIII. Violations and Penalties During the reporting period, there were no alleged violations, penalties, or rectification situations involving the company, its directors, supervisors, senior management, controlling shareholder, or actual controller IX. Explanation of Integrity Status During the reporting period, the company, its controlling shareholder, and actual controller maintained good integrity with no dishonest conduct X. Significant Related-Party Transactions During the reporting period, the company had no significant related-party transactions concerning daily operations, asset/equity acquisitions/disposals, joint external investments, related-party creditor/debtor relationships, or financial services with finance companies XI. Significant Contracts and Their Fulfillment During the reporting period, the company had no significant entrustment, contracting, leasing, guarantees, or other major contracts XII. Progress of Raised Funds Utilization As of the reporting period end, the company's raised funds totaled 180.99 million yuan, representing 35.59% of the planned investment, with slower progress due to macroeconomic factors and military demand, posing risks of further delays or changes to investment projects; 120 million yuan of idle funds were used for cash management Overall Utilization of Raised Funds (Unit: yuan) | 指标 | 金额 | | :--- | :--- | | 募集资金总额 | 561,800,000.00 | | 募集资金净额 | 508,544,032.21 | | 招股说明书中募集资金承诺投资总额 | 520,125,600.00 | | 截至报告期末累计投入募集资金总额 | 180,991,150.28 | | 截至报告期末投入进度（%） | 35.59 | | 本年度投入金额 | 6,140,229.46 | - The overall investment proportion of fundraising projects is low, mainly because the company plans and implements based on the uncertainty of domestic and international political and economic factors in recent years, combined with military demand and the progress of new equipment type finalization, resulting in a slowdown in investment speed[70] - The date for fundraising projects to reach their intended usable state has been extended to July 30, 2026, and there may be risks of further delays or changes in the future[70] Details of Raised Fund Investment Projects (Unit: yuan) | 项目名称 | 募集资金计划投资总额 | 截至报告期末累计投入募集资金总额 | 投入进度 (%) | 拟达到目标 | | :--- | :--- | :--- | :--- | :--- | | 新型灭火抑爆系统升级项目 | 165,082,710.89 | 33,355,712.52 | 20.21 | 为陆上机动平台提供核生化集体防护，构建超压式、送风式集体防护系统和保护性出入口，实现全国产化，提高电磁兼容性，提升平均无故障间隔时间，缩短平均修复时间，满足国内军事领域对维修性、电磁兼容性、信息化等需求，形成通用化、系列化产品。 | | 高可靠核心元器件产业化项目 | 139,779,759.60 | 24,527,038.36 | 17.55 | 通过对核心器件产品的持续研发、拓展和技术迭代升级，使相关产品在特性、寿命等方面满足国内军事领域的需求，完全替代国外产品。 | | 永久补充流动资金 | 117,327,975.91 | 117,327,975.91 | 100.00 | 补充流动资金 | - As of June 30, 2025, the company's idle raised funds for cash management amounted to 120 million yuan, with a net income of 3.39 million yuan for the current year[128] XIII. Other Significant Matters During the reporting period, the company had no other significant matters to disclose Section VI Share Changes and Shareholder Information This section details changes in the company's share capital, restricted shares, and the composition of its shareholders, including the top ten shareholders and changes in directors' and senior management's holdings I. Share Capital Changes During the reporting period, the company's total share capital decreased by 1,056,382 shares from 103,885,524 shares to 102,829,142 shares, primarily due to the termination of the 2023 restricted stock incentive plan and the cancellation of some repurchased shares Share Capital Changes (Unit: shares) | 股份类别 | 本次变动前数量 | 本次变动前比例(%) | 本次变动增减（+,-） | 本次变动后数量 | 本次变动后比例(%) | | :--- | :--- | :--- | :--- | :--- | :--- | | 一、有限售条件股份 | 674,796 | 0.65 | -674,796 | 0 | 0.00 | | 二、无限售条件流通股份 | 103,210,728 | 99.35 | -381,586 | 102,829,142 | 100.00 | | 三、股份总数 | 103,885,524 | 100.00 | -1,056,382 | 102,829,142 | 100.00 | - Share capital changes were mainly due to the termination of the 2023 restricted stock incentive plan, the repurchase and cancellation of 674,796 first-class restricted shares, and the change in purpose and cancellation of 381,586 treasury shares[134] II. Changes in Restricted Shares During the reporting period, all restricted shares held by shareholders such as Ju Wanli, Zhang Chao, Chen Jian, and Chen Congyu, totaling 674,796 shares, were released and cancelled due to the termination of the equity incentive plan Changes in Restricted Shares (Unit: shares) | 股东名称 | 期初限售股数 | 报告期解除限售股数 | 报告期末限售股数 | 限售原因 | 解除限售日期 | | :--- | :--- | :--- | :--- | :--- | :--- | | 巨万里 | 491,257 | 491,257 | 0 | 股权激励 | 2025-02-14 | | 张超 | 109,670 | 109,670 | 0 | 股权激励 | 2025-02-14 | | 陈建 | 39,397 | 39,397 | 0 | 股权激励 | 2025-02-14 | | 陈从禹 | 34,472 | 34,472 | 0 | 股权激励 | 2025-02-14 | | 合计 | 674,796 | 674,796 | 0 | / | / | II. Shareholder Information As of the reporting period end, the company had 4,608 common shareholders, with the top ten shareholders collectively holding 68.26%, and the actual controller, Ju Wanli, holding 43.09% - As of the end of the reporting period, the total number of common shareholders was 4,608 households[135] Top Ten Shareholders' Shareholdings as of June 30, 2025 (Unit: shares) | 股东名称 | 期末持股数 | 比例 (%) | 持有有限售条件股份数量 | 股东性质 | | :--- | :--- | :--- | :--- | :--- | | 巨万里 | 44,309,871 | 43.09 | 0 | 境内自然人 | | 张超 | 6,478,751 | 6.30 | 0 | 境内自然人 | | 巨万珍 | 5,687,696 | 5.53 | 0 | 境内自然人 | | 谢恺 | 5,141,457 | 5.00 | 0 | 境内自然人 | | 钟格 | 5,000,000 | 4.86 | 0 | 境内自然人 | | 余笃定 | 808,988 | 0.79 | 0 | 境内自然人 | | 林楚生 | 808,814 | 0.79 | 0 | 境内自然人 | | 丁丑生 | 691,693 | 0.67 | 0 | 境内自然人 | | 南京皓海越信息技术咨询中心（有限合伙） | 632,956 | 0.62 | 0 | 境内非国有法人 | | MERRILL LYNCH INTERNATIONAL | 627,494 | 0.61 | 0 | 境外法人 | | 合计 | 70,187,720 | 68.26 | 0 | / | - Ju Wanzhen and Ju Wanli are siblings; Ju Wanli and Zhang Chao hold 0.13% and 18.50% of Nanjing Haohai's capital contribution, respectively[139] III. Information on Directors, Senior Management, and Core Technical Personnel During the reporting period, the shareholdings of Chairman Ju Wanli, Director and General Manager Zhang Chao, and Directors and Deputy General Managers Chen Jian and Chen Congyu decreased due to the repurchase and cancellation of equity incentives Changes in Shareholdings of Directors, Senior Management, and Core Technical Personnel (Unit: shares) | 姓名 | 职务 | 期初持股数 | 期末持股数 | 报告期内股份增减变动量 | 增减变动原因 | | :--- | :--- | :--- | :--- | :--- | :--- | | 巨万里 | 董事长 | 44,801,128 | 44,309,871 | -491,257 | 回购注销 | | 张超 | 董事兼总经理 | 6,588,421 | 6,478,751 | -109,670 | 回购注销 | | 陈建 | 董事兼副总经理 | 634,495 | 595,098 | -39,397 | 回购注销 | | 陈从禹 | 董事兼副总经理 | 220,441 | 185,969 | -34,472 | 回购注销 | IV. Changes in Controlling Shareholder or Actual Controller There were no changes in the company's controlling shareholder or actual controller during the reporting period V. Depositary Receipt Related Arrangements There were no implementations or changes in depositary receipt related arrangements during the reporting period VI. Special Voting Rights Shares There were no special voting rights shares during the reporting period VII. Preferred Shares Related Information There was no preferred shares related information during the reporting period Section VII Bond Related Information This section confirms the absence of company bonds, non-financial enterprise debt financing instruments, and convertible corporate bonds during the reporting period I. Corporate Bonds and Non-Financial Enterprise Debt Financing Instruments During the reporting period, the company had no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments II. Convertible Corporate Bonds During the reporting period, the company had no convertible corporate bonds Section VIII Financial Report This section presents the company's unaudited semi-annual financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, along with detailed notes on accounting policies, tax items, and financial instrument risks I. Audit Report This semi-annual report is unaudited - This semi-annual report is unaudited[7] II. Financial Statements This chapter provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the first half of 2025, comprehensively reflecting its financial position, operating results, and cash flows - Includes consolidated balance sheet, parent company balance sheet, consolidated income statement, parent company income statement, consolidated statement of changes in owners' equity, and parent company statement of changes in owners' equity[146][149][153][157][166][175] III. Company Basic Information This section details the company's overview, industry, main business scope, and organizational structure, including its transformation into a joint-stock company, initial public offering, and changes in total share capital due to equity incentive repurchases and cancellations - The company was formerly Sichuan Tianwei Electronics Co., Ltd., which was wholly converted into a joint-stock company in March 2020 and made its initial public offering in June 2021[181][182] - The current registered capital is 102.83 million yuan[181] - In March 2025, the company's total share capital decreased from 103,885,524 shares to 102,829,142 shares, and the industrial and commercial change registration was completed[186] - The company's industry is electronic equipment manufacturing, with a broad business scope including electronic component manufacturing, security equipment manufacturing, and AI application software development[187] - The company's controlling shareholder and ultimate controller is Ju Wanli[187] Subsidiaries Included in Consolidation Scope for 2025 (Unit: 10,000 yuan) | 公司名称 | 简称 | 公司类型 | 注册地 | 注册资本 | 持股比例 (%) | 表决权比例 (%) | 取得方式 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | 成都金色天微信息技术有限公司 | 金色天微 | 有限责任 | 四川成都 | 139.00 | 100.00 | 100.00 | 收购 | | 成都天微智能科技有限公司 | 天微智能 | 有限责任 | 四川成都 | 3,000.00 | 60.00 | 60.00 | 设立 | | 北京天微星低空飞行安全科技有限公司 | 天微星 | 有限责任 | 北京 | 100.00 | 51.00 | 51.00 | 设立 | IV. Basis of Financial Statement Preparation The company's financial statements are prepared on a going concern basis, in accordance with Accounting Standards for Business Enterprises and relevant CSRC regulations, with no significant doubts about its ability to continue as a going concern for the next 12 months - Financial statements are prepared on a going concern basis, in compliance with Accounting Standards for Business Enterprises and relevant CSRC regulations[192] - The company believes there are no significant doubts or circumstances regarding its ability to continue as a going concern for the next 12 months[193] V. Significant Accounting Policies and Estimates This chapter details the company's accounting policies and estimates, covering enterprise accounting standards, accounting periods, business cycles, functional currency, materiality, business combinations, consolidated financial statements, cash equivalents, financial instruments, receivables, inventories, contract assets, long-term equity investments, investment properties, fixed assets, construction in progress, borrowing costs, intangible assets, long-term asset impairment, long-term deferred expenses, contract liabilities, employee compensation, provisions, share-based payments, revenue recognition, contract costs, government grants, deferred income tax, leases, and accounting for repurchased shares and safety production fees - Adheres to enterprise accounting standards, accurately and completely reflecting the company's financial information[195] - The accounting year is from January 1 to December 31 of the Gregorian calendar, the operating cycle is 12 months, and the functional currency is Renminbi[196][197][198] - Detailed definitions of business combinations (under common control and not under common control), consolidated financial statement preparation methods, and control criteria are provided[200][202][203][204][205][206] - Financial instrument classification and measurement: at amortized cost, at fair value through other comprehensive income, and at fair value through profit or loss[211][212][213] - Notes receivable, accounts receivable, and other receivables are all provided for bad debts based on credit risk characteristics, with expected credit loss rates listed for each aging period[224][225][226][228][229][232][233][234] - Inventories are measured at the lower of cost and net realizable value, valued using the weighted average method, and perpetual inventory system is adopted[236][238] - Revenue recognition principle is to recognize revenue when the customer obtains control of the related goods or services, with detailed explanations of specific recognition methods for product sales, commissioned R&D, and system integration revenue[284][285][286][287] - R&D expenditures are divided into research and development phases, with development phase expenditures capitalized when specific conditions are met[265][266] - Share-based payments are equity-settled and measured at fair value on the grant date[280] - Government grants are classified as asset-related or income-related and accounted for using the gross method[291] - Deferred income tax assets and liabilities are recognized based on temporary differences[293] - Lease identification, classification, measurement, and modification accounting methods are detailed[294][295][296][297][298][299][300][301] - Safety production fees are included in relevant product costs or current profit or loss, and simultaneously recorded in the "Special Reserve" account[303] VI. Taxation The company's main taxes include VAT, urban maintenance and construction tax, education surcharges, property tax, land use tax, and corporate income tax, benefiting from various tax incentives such as military product sales exemptions, R&D expense super deductions, and a 15% corporate income tax rate for Western Development enterprises Main Tax Categories and Rates | 税种 | 计税依据 | 税率 | | :--- | :--- | :--- | | 增值税 | 销售货物和应税劳务收入 | 13%、9%、6%、3%、1%、0% | | 城市维护建设税 | 实际缴纳的增值税 | 7% | | 教育附加费 | 实际缴纳的增值税 | 3% | | 地方教育附加费 | 实际缴纳的增值税 | 2% | | 房产税 | 房产余值/房产租金 | 1.2%/12% | | 城镇土地使用税 | 实际占用的土地面积 | 8 元/㎡ | | 企业所得税 | 应纳税所得额 | 25%、15% | - The company enjoys preferential policies such as military product sales tax exemption, VAT exemption for technology development contracts, and a 5% additional VAT deduction for advanced manufacturing enterprises[305] - The company qualifies for the Western Development corporate income tax preferential policy, paying corporate income tax at a reduced rate of 15%[305] - R&D expenses can be super-deducted at 100% of the actual amount incurred before tax[306] - Jinse Tianwei is eligible for small and micro enterprise corporate income tax preferential policies, where the portion of annual taxable income not exceeding 3 million yuan is subject to a 25% reduction in taxable income and a 20% tax rate[306] - Hiring self-employed demobilized soldiers can enjoy tax incentives, including a fixed amount deduction from VAT, urban construction tax, education surcharge, local education surcharge, and corporate income tax, at 9,000 yuan per person per year[306] VII. Notes to Consolidated Financial Statement Items This chapter provides detailed notes on consolidated financial statement items, including assets, liabilities, equity, and income statement accounts, explaining changes in monetary funds, financial assets, receivables, inventory, construction in progress, taxes payable, other payables, operating revenue and costs, R&D expenses, investment income, and cash flows - Monetary funds at period-end were 264.43 million yuan, an increase of 102.99% from the beginning of the period, mainly due to a larger amount of structured deposits redeemed in the current period[309] - Transactional financial assets at period-end were 280 million yuan, a decrease of 34.12% from the beginning of the period, mainly due to a larger amount of structured deposits redeemed in the current period[311] - Accounts receivable at period-end were 165.23 million yuan, an increase of 31.99% from the beginning of the period, mainly due to increased revenue in the current period[78][79] - Inventory at period-end was 81.82 million yuan, a decrease of 6.75% from the beginning of the period, with total inventory impairment provisions and contract performance cost impairment provisions of 3.16 million yuan[351] - Construction in progress at period-end was 10.28 million yuan, an increase of 36.17% from the beginning of the period, mainly due to increased investment in fundraising projects in the current period[369][371] - Taxes payable at period-end were 5.20 million yuan, an increase of 2,348.02% from the beginning of the period, mainly due to increased revenue and profit, leading to higher VAT and corporate income tax payable[78][79] - Other payables at period-end were 2.74 million yuan, a decrease of 74.43% from the beginning of the period, mainly due to the cancellation of equity incentives and no repurchase obligation for restricted shares[404] - Operating revenue was 84.01 million yuan, and operating cost was 36.52 million yuan, representing year-on-year increases of 87.37% and 124.34%, respectively[74] - R&D expenses were 10.09 million yuan, a year-on-year decrease of 5.97%[74] - Investment income was 3.92 million yuan, mainly from investment income on transactional financial assets held during the period[442] - Net cash flow from operating activities was -9.33 million yuan, a year-on-year decrease of 198.35%, mainly due to a reduction in maturing notes[75] - Net cash flow from investing activities was 141.63 million yuan, a year-on-year increase of 435.11%, mainly due to increased redemption of wealth management products[76] VIII. R&D Expenses During the reporting period, the company's total R&D expenses were 10,085,800.01 yuan, all expensed, representing a 5.97% decrease year-on-year, primarily comprising direct labor, direct materials, and depreciation/amortization R&D Expenses by Nature (Unit: yuan) | 项目 | 本期发生额 | 上期发生额 | | :--- | :--- | :--- | | 直接人工 | 7,605,711.70 | 7,302,573.70 | | 直接材料 | 1,048,030.08 | 1,600,609.26 | | 折旧摊销 | 379,330.11 | 539,936.13 | | 委外研发费 | 0 | 447,358.49 | | 试验费 | 495,620.44 | 296,160.03 | | 差旅费 | 239,142.18 | 228,207.00 | | 办公费 | 122,736.61 | 156,071.43 | | 燃料动力 | 84,246.29 | 105,011.73 | | 评审费 | 34,539.84 | 0 | | 其他 | 76,442.76 | 49,914.74 | | 合计 | 10,085,800.01 | 10,725,842.51 | | 其中：费用化研发支出 | 10,085,800.01 | 10,725,842.51 | | 资本化研发支出 | 0 | 0 | IX. Changes in Consolidation Scope During the reporting period, the company established Beijing Tianwei Star Low-Altitude Flight Safety Technology Co., Ltd., a new controlled subsidiary with a registered capital of 1 million yuan and 51% company ownership, leading to a change in the consolidation scope - On April 17, 2025, the company established Beijing Tianwei Star Low-Altitude Flight Safety Technology Co., Ltd., a new controlled subsidiary with a registered capital of 1 million yuan, where the company invested 0.51 million yuan and holds a 51% stake[475] X. Interests in Other Entities The company holds interests in three subsidiaries: Jinse Tianwei, Tianwei Smart, and Tianwei Star; during the reporting period, Tianwei Smart's capital increase and investor introduction reduced the company's stake from 100% to 60%, increasing minority interests Composition of Enterprise Group (Unit: yuan) | 子公司名称 | 主要经营地 | 注册资本 | 业务性质 | 持股比例(%) | 取得方式 | | :--- | :--- | :--- | :--- | :--- | :--- | | 金色天微 | 成都 | 1,390,000.00 | 产品销售 | 100% | 收购 | | 天微智能 | 成都 | 30,000,000.00 | 产品销售 | 60% | 设立 | | 天微星 | 北京 | 1,000,000.00 | 产品销售 | 51% | 设立 | - Tianwei Smart's minority shareholder stake is 36.84%, with current period profit/loss attributable to minority shareholders of -1.02 million yuan, and a period-end minority shareholder equity balance of 9.48 million yuan[480] - Tianwei Smart introduced investors through a capital increase, reducing the company's shareholding from **10