诺德股份(600110) - 2025 Q2 - 季度财报

Important Notice The board and management assure the semi-annual report's truthfulness, accuracy, and completeness, with no H1 2025 profit distribution, unaudited status, and noted internal control audit opinion - The company's board of directors, directors, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content, free from false records, misleading statements, or major omissions, and assume individual and joint legal responsibility[5] - This semi-annual report is unaudited[7] - The company will not distribute cash dividends, bonus shares, or convert capital reserves into share capital for H1 2025[8] - The company has no non-operating fund occupation by controlling shareholders or other related parties, nor any external guarantees provided in violation of prescribed decision-making procedures[10] - Beijing Dehao International Certified Public Accountants (Special General Partnership) issued an unqualified "Internal Control Audit Report" with an emphasis-of-matter paragraph for the company's 2024 annual financial statements[10] Section I Definitions This section defines common terms, company names, reporting period, subsidiaries, industry terms, and major customers for clear report understanding Definitions of Common Terms This section defines common terms, company names, reporting period, subsidiaries, industry terms, and major customers for clear report understanding - Nord New Material Co., Ltd. is referred to as Nord Shares, the Company, the Listed Company, or the Company[15] - The Reporting Period refers to January 1, 2025, to June 30, 2025[15] - Electrolytic Copper Foil, Lithium Battery Copper Foil: Electrolytic copper foil for lithium-ion batteries, a basic raw material for the electronic information industry, serves as the carrier and current collector for lithium-ion battery anodes[16] - HVLP: High-frequency ultra-low profile copper foil, primarily used for high-frequency high-speed substrates, offering advantages such as high hardness, smooth roughened surface, good thermal stability, and uniform thickness[15] - Major customers include CATL, BYD, CALB, LG Chem, EVE Energy, Chune Technology, Farasis Energy, Trina Storage, Xiamen Hithium, Honeycomb Energy, Sunwoda, SKI, TTI, and MORROW[15] Section II Company Profile and Key Financial Indicators This section provides the company's profile and key financial performance indicators I. Company Information This section provides the company's official names, abbreviations, and legal representative details - The company's Chinese name is Nord New Material Co., Ltd[19] - The company's Chinese abbreviation is Nord Shares[19] - The company's legal representative is Chen Lizhi[19] II. Contact Persons and Contact Information This section lists contact details for the Board Secretary and Securities Affairs Representative for stakeholder communication - Board Secretary: Wang Handuo, Securities Affairs Representative: Cheng Chuchu[20] - Contact Address: 30th Floor, Building A1, Chuangzhiyun Center, No. 1 Guangxia Road, Futian District, Shenzhen City[20] - Telephone: 0755-88911333, 0431-85161088[20] - Email: IR@ndgf.net[20] III. Overview of Changes in Basic Information This section outlines the company's addresses, website, and email, confirming no changes to the registered address in the period - Company Registered Address: No. 1666 Hangkong Street, High-tech North District, Changchun City, Jilin Province[21] - Company Office Address: 30th Floor, Building A1, Chuangzhiyun Center, No. 1 Guangxia Road, Futian District, Shenzhen City, Guangdong Province[21] - Company Website: www.ndgf.net, Email: IR@ndgf.net[21] IV. Overview of Changes in Information Disclosure and Document Custody Locations This section details the company's information disclosure channels and document custody locations, confirming no changes during the period - Names of newspapers selected by the company for information disclosure: "China Securities Journal", "Securities Times"[22] - Website address for publishing the semi-annual report: Shanghai Stock Exchange website (http://www.sse.com.cn)[22](index=22&type=chunk) - Location for company's semi-annual report: Board of Directors Office[22] V. Company Stock Overview This section provides a brief overview of the company's stock, including type, exchange, ticker, and historical names - Stock Type: A-shares[23] - Stock Listing Exchange: Shanghai Stock Exchange[23] - Stock Abbreviation: Nord Shares, Stock Code: 600110[23] - Previous Stock Abbreviation: Zhongke Yinghua, Changchun Resuo[23] VII. Key Accounting Data and Financial Indicators This section presents the company's key accounting data and financial indicators for H1 2025, including revenue, profit, cash flow, and non-recurring items 2025 Jan-Jun Key Accounting Data | Indicator | Current Period (Jan-Jun) | Prior Period | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 3,015,515,774.50 RMB | 2,386,225,096.16 RMB | 26.37 | | Total Profit | -72,893,182.94 RMB | -167,746,147.18 RMB | 56.55 | | Net Profit Attributable to Listed Company Shareholders | -72,432,934.74 RMB | -159,089,200.93 RMB | 54.47 | | Net Cash Flow from Operating Activities | 499,970,698.61 RMB | -136,094,800.56 RMB | 467.37 | | Net Assets Attributable to Listed Company Shareholders (Period-end) | 5,631,883,245.01 RMB | 5,680,649,325.44 RMB | -0.86 | | Total Assets (Period-end) | 16,512,234,230.04 RMB | 16,140,313,792.42 RMB | 2.30 | 2025 Jan-Jun Key Financial Indicators | Indicator | Current Period (Jan-Jun) | Prior Period | YoY Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (RMB/share) | -0.0421 | -0.0911 | 53.79 | | Diluted Earnings Per Share (RMB/share) | -0.0421 | -0.0911 | 53.79 | | Basic EPS After Deducting Non-recurring Gains/Losses (RMB/share) | -0.0493 | -0.1117 | 55.86 | | Weighted Average Return on Net Assets (%) | -1.28 | -2.65 | 1.37 | Non-recurring Gains and Losses Items and Amounts | Non-recurring Gains and Losses Item | Amount (RMB) | | :--- | :--- | | Gains/Losses on Disposal of Non-current Assets | -639,046.19 | | Government Grants Recognized in Current Period P/L | 14,853,323.36 | | Gains/Losses from Fair Value Changes and Disposal of Financial Assets and Liabilities | 203,669.62 | | Debt Restructuring Gains/Losses | 409.48 | | Other Non-operating Income and Expenses Apart from the Above | 139,528.08 | | Less: Income Tax Impact | 836,599.16 | | Minority Interest Impact (After Tax) | 1,359,704.54 | | Total | 12,361,580.65 | - Net profit after deducting share-based payment impact was -71,713,534.74 RMB, compared to -159,089,200.93 RMB in the prior period[29] Section III Management Discussion and Analysis This section presents management's discussion and analysis of the company's operations, financial condition, and outlook I. Description of the Company's Industry and Main Business During the Reporting Period This section details the company's industry position, market dynamics, policy environment, entry barriers, main business, products, and operating model - The company is a global leading professional supplier of high-performance electrolytic copper foil, focusing on R&D, production, and sales of high-end electrolytic copper foil, belonging to the "C39 Computer, Communication and Other Electronic Equipment Manufacturing" industry[30] - The company's product portfolio is centered on lithium battery copper foil for power batteries, also covering energy storage batteries, consumer batteries, and electronic circuit copper foil (PCB copper foil), with a leading market share in the industry[30] - Lithium battery copper foil is primarily used in new energy vehicles, energy storage, and 3C digital products, exhibiting certain cyclical characteristics, with the second half of the year typically being the peak sales season[31][34] - High-end PCB copper foil is expected to maintain medium-to-high-speed growth in demand, benefiting from 5G, cloud computing, AI servers, and intelligent driving hardware upgrades[31] - Lithium battery copper foil, as a core material for lithium-ion battery anode current collectors, directly impacts battery energy density, safety, and cost, with key drivers being the global "dual carbon" goals accelerating new energy vehicle penetration and explosive growth in the energy storage market[38] - The industry currently shows an oversupply, with new lithium battery copper foil capacity release significantly slower than the past two years, processing fees stabilizing at a low level, and intensified competition in ultra-thin products[42] - Major barriers to entry in this industry include capital barriers (asset-heavy operations, high capital turnover), technology barriers (complex processes, precise production control), talent barriers (scarce specialized technical teams), and customer and brand barriers (high supply chain stickiness)[45][46][47][48][49] - The company primarily engages in the R&D, production, and sales of electrolytic copper foil for lithium-ion batteries, with products mainly used in lithium battery manufacturing, and no significant changes in its main business[50] - The company's main electrolytic copper foil products include 3-6 µm ultra-thin lithium battery copper foil, 8-10 µm ultra-thin lithium battery copper foil, 9-70 µm high-performance electronic circuit copper foil, porous copper foil for lithium-ion batteries, and double-sided high tensile strength copper foil[51] - The company's operating model achieves efficient resource allocation through "centralized control," strengthens technological barriers through "specialized operations," and enhances profitability through "refined management," primarily involving centralized procurement, lean manufacturing based on sales orders, and a direct sales-led price linkage model[58][59][63][71] II. Discussion and Analysis of Operations This section discusses H1 2025 operating strategies, addressing global economic challenges through technology, new energy expansion, digital transformation, and social responsibility - In H1 2025, the global macroeconomic recovery was weak, geopolitical conflicts intensified, trade barriers were high, coupled with insufficient domestic consumer demand, and slowing new energy vehicle sales led to a temporary overcapacity in lithium battery copper foil, with significant copper price fluctuations, resulting in widespread industry losses under dual pressure[72] - The company adopted core strategies such as deepening technological leadership, expanding new energy application scenarios, strengthening digital transformation, and fulfilling social responsibilities to address the severe situation[72] (I) Deepen Technological Leadership and Consolidate Leading Position in Lithium Battery Copper Foil The company strengthens its global lithium battery copper foil leadership through innovation, product upgrades, capacity expansion, and customer optimization, pursuing global differentiation - The company successfully developed and achieved mass production of 3 µm ultra-thin lithium battery copper foil, with a thickness only one twenty-fifth of a human hair, theoretically increasing lithium battery energy density by over 14%[75] - Since 2018, the company has developed porous copper foil suitable for solid/semi-solid batteries, launched high-temperature resistant electrolytic copper foil current collectors and corrosion-resistant copper foil in 2024, and high-temperature resistant double-sided nickel-plated copper foil in 2025, providing material support for multiple solid-state battery technology routes[75] - All four of the company's domestic copper foil bases have achieved mass production, successfully entered the supply chains of several high-quality overseas customers, and proposed a "dual circulation" development model for domestic and international markets[76] - The company's product structure continues to evolve towards "high-end" and "diversified" offerings, with RTF ultra-thin copper foil and HVLP copper foil sampled to multiple leading enterprises for certification, poised to enter the supply chains of high-end electronics such as AI servers and humanoid robots[76] - The company has established a three-tier R&D system of "headquarters + regional R&D centers + industry-academia-research cooperation," achieved mass production of ultra-thin copper foil, and led the formulation of multiple national standards[77] (II) Expand New Energy Application Scenarios and Build a Second Growth Curve The company expands into PV energy storage, building a "copper foil + PV storage" strategy to transform into a new energy solution provider - The company actively expands its photovoltaic energy storage business through technological synergy and industrial chain extension, building a "second growth curve" and forming a "copper foil + PV storage" dual-driven strategic pattern[78] - The company invested in and constructed the Nord PV Storage Energy Station Zero-Carbon Smart Industrial Park project in Huangshi, Hubei, aiming to provide clean energy, reduce carbon emissions, form a "production-storage-consumption" closed loop, and offer energy management services to park enterprises[80] - The photovoltaic energy storage business can provide downstream customers with integrated services such as "copper foil + energy storage systems" and "green electricity + energy storage," enhancing customer stickiness and achieving a leapfrog upgrade from a single material supplier to a new energy scenario solution provider[81] (III) Strengthen Digital and Intelligent Transformation to Enhance Full-Chain Operational Efficiency The company enhances full-chain operational efficiency and market responsiveness through digital transformation, optimizing production, quality, data-driven decisions, and capital management - Relying on its intelligent production management system, the company has achieved refined control over the entire electrolytic copper foil production process, reducing raw material waste, lowering unit energy consumption, and improving resource utilization efficiency[84] - Through an intelligent quality management system, a full lifecycle quality management system covering raw material inspection, production process monitoring, and finished product inspection has been established, ensuring product qualification rates[85] - The company's deployed intelligent systems and data analysis platform integrate multi-dimensional data from production, sales, and finance, enabling management to grasp market trends and customer demand changes in real-time[86][87] - The intelligent system optimizes capital utilization efficiency, precisely allocates funds for key projects, improves capital turnover, and uses algorithmic models to predict cash flow risks[88] - Digital and intelligent transformation accelerates technological iteration, accumulating massive production data through smart manufacturing and process databases to support the R&D team in optimizing core technologies, resulting in multiple intellectual property patents approved during the reporting period[89] (IV) Practice Social Responsibility and Empower Sustainable Development The company integrates social responsibility into its strategy, promoting sustainable development through ESG, philanthropy, green production, and compliant governance - The company systematically carries out public welfare activities through the Shenzhen Nord Public Welfare Foundation, focusing on poverty alleviation, education support, and disaster relief[91] - The company is committed to reducing environmental impact, lowering production energy consumption through smart manufacturing and process optimization, and investing in the Nord PV Storage Energy Station Zero-Carbon Smart Industrial Park to promote low-carbon development in downstream industries[92] - The company's core product, ultra-thin lithium battery copper foil, significantly enhances lithium battery energy density, and advancements in composite current collectors' technology, production processes, and materials help reduce material costs and resource consumption[93] - The company focuses on talent development, implementing a stock option incentive plan covering core technical personnel and management, enhancing team stability and innovation drive[94][95] - The company strictly adheres to the "Guidelines for Corporate Governance of Listed Companies," with all annual reports undergoing third-party audits, timely disclosure of social responsibility reports, active response to national "dual carbon" goals, and participation in formulating green production standards for the lithium battery copper foil industry[96] III. Analysis of Core Competitiveness During the Reporting Period This section analyzes the company's core competitiveness in capacity, R&D, supply chain, customer base, and management, maintaining market leadership - The company has established four production bases covering South China, Central China, and Northwest China (Huizhou Guangdong, Xining Qinghai, Huangshi Hubei, Guixi Jiangxi), seizing opportunities from the booming new energy vehicle and lithium battery industries, gradually increasing investment and layout in its main business, and continuously optimizing its industrial structure[97] - The company's research institute focuses on technological optimization and upgrading, tackling cutting-edge and common key technologies in the copper foil industry, with R&D directions including thinner high tensile strength and high elongation lithium battery copper foil, microporous copper foil, high-end standard copper foil for 5G high-frequency high-speed electronic circuits, and composite copper foil with polymer materials as carriers[98] - The company successfully developed HVLP ultra-low profile copper foil (surface roughness Rz≤0.5µm) and carrier copper foil (peel strength after heat 10-30N/m), breaking the monopoly of Japanese enterprises, supplying high-end applications such as AI server chips and memory chips, and effectively increasing processing fees[100] - The company's successfully developed 3.5µm ultra-thin copper foil (thickness 1/25 of a human hair) is suitable for high energy density batteries, reducing copper usage by 33% compared to 6µm products, directly lowering customer costs[101] - The company has a deep relationship with the development of solid-state battery technology, having researched and developed copper foil materials suitable for solid-state batteries since 2018, accumulating 7 years of technical expertise, and developing various specialized current collector materials to support improvements in battery safety and energy density[103] - The company has collaborated with upstream equipment suppliers in the lithium battery copper foil sector on R&D of copper foil equipment technology, ultra-thin copper foil products like 3 µm, and supply and sales of lithium battery copper foil equipment, also engaging in comprehensive and in-depth cooperation on R&D of composite copper foil products and equipment technological transformation[107] - The company maintains stable cooperation with domestic customers such as CALB, EVE Energy, Chune Technology, Farasis Energy, Trina Storage, Honeycomb Energy, Sunwoda, Xiamen Hithium, CATL, and BYD; in the international market, the company provides stable bulk supply to LG Energy Solution, SKI, TTI, and MORROW[108] - The company's vision is to "become a global leader in lithium battery copper foil," with core values of "seeking truth and being pragmatic, pioneering and innovative," and a management philosophy of "quality-oriented, co-creation and win-win," led by a management team composed of managerial talent and industry technical experts with an average of over 10 years of management experience[109] IV. Major Operating Conditions During the Reporting Period This section analyzes H1 2025 financial statement changes, including revenue, costs, expenses, cash flow, asset/liability shifts, and period-end asset restrictions 2025 Jan-Jun Major Accounting Data Change Analysis | Item | Current Period Amount (RMB) | Prior Period Amount (RMB) | Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 3,015,515,774.50 | 2,386,225,096.16 | 26.37 | Primarily due to increased product sales volume and higher selling prices in the current period | | Operating Cost | 2,725,369,052.73 | 2,255,206,731.28 | 20.85 | Primarily due to increased raw material prices and sales volume in the current period | | Selling Expenses | 14,780,651.21 | 18,022,886.32 | -17.99 | Primarily due to decreases in payroll expenses, business entertainment, travel, and consulting fees in the current period | | Administrative Expenses | 107,802,625.05 | 85,433,216.33 | 26.18 | Primarily due to increases in intangible asset amortization, depreciation, and payroll expenses in the current period | | Financial Expenses | 149,641,785.89 | 126,697,777.42 | 18.11 | Primarily due to increased financing expenses in the current period | | R&D Expenses | 99,710,400.31 | 72,408,852.56 | 37.70 | Primarily due to increased expensed R&D projects in the current period | | Net Cash Flow from Operating Activities | 499,970,698.61 | -136,094,800.56 | 467.37 | Primarily due to increased cash received from sales of goods in the current period compared to the prior period | | Net Cash Flow from Investing Activities | -157,869,503.19 | -473,760,913.28 | 66.68 | Primarily due to decreased cash paid for the acquisition of fixed assets in the current period | | Net Cash Flow from Financing Activities | -505,441,110.71 | 289,093,852.29 | -274.84 | Primarily due to decreased cash received from borrowings in the current period | Asset and Liability Status Changes (Current Period-end vs. Prior Year-end) | Item Name | Current Period-end Amount (RMB) | Proportion of Total Assets at Current Period-end (%) | Prior Year-end Amount (RMB) | Proportion of Total Assets at Prior Year-end (%) | YoY Change in Current Period-end Amount (%) | Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Trading Financial Assets | 1,000,000.00 | 0.01 | | | 100.00 | Primarily due to the company's purchase of wealth management products in the current period | | Notes Receivable | 166,109,490.16 | 1.01 | 46,541,879.49 | 0.29 | 256.90 | Primarily due to an increase in the amount of such notes held by the company at the current period-end | | Prepayments | 26,464,205.04 | 0.16 | 100,890,703.51 | 0.63 | -73.77 | Primarily due to a decrease in advance payments for goods in the current period | | Other Receivables | 51,680,414.33 | 0.31 | 31,237,844.66 | 0.19 | 65.44 | Primarily due to an increase in deposits paid by the company in the current period | | Construction in Progress | 1,189,637,355.56 | 7.20 | 1,922,932,767.57 | 11.91 | -38.13 | Primarily due to the capitalization of completed portions of subsidiary Jiangxi Nord's new copper foil project | | Other Non-current Assets | 193,706,229.35 | 1.17 | 113,335,408.36 | 0.70 | 70.91 | Primarily due to an increase in advance payments for engineering projects in the current period | | Derivative Financial Liabilities | | | 696,740.00 | 0.00 | -100.00 | Primarily due to losses on the company's hedging instruments in the prior period | | Contract Liabilities | 38,347,632.75 | 0.23 | 8,271,905.64 | 0.05 | 363.59 | Primarily due to an increase in advance receipts for goods in the current period | | Other Current Liabilities | 108,509,014.28 | 0.66 | 14,538,133.40 | 0.09 | 646.38 | Primarily due to an increase in deferred output VAT in the current period | | Long-term Payables | 359,583,186.47 | 2.18 | 176,588,921.68 | 1.09 | 103.63 | Primarily due to an increase in long-term finance lease payables in the current period | | Special Reserves | 20,550,581.90 | 0.12 | 15,585,386.85 | 0.10 | 31.86 | Primarily due to increased provision for safety production expenses by manufacturing enterprises in the current period | Major Asset Restrictions as of the End of the Reporting Period | Item | Period-end Carrying Value (RMB) | Reason for Restriction | | :--- | :--- | :--- | | Cash and Bank Balances | 372,887,948.37 | Margin deposits | | Fixed Assets | 1,918,937,519.05 | Loans, finance leases, mortgages | | Intangible Assets | 101,876,719.43 | Mortgage loans | | Investment Properties | 47,238,622.25 | Mortgage loans | | Construction in Progress | 7,417,814.66 | Finance leases | | Other Current Assets | 50,000,000.00 | Pledged large-denomination certificates of deposit | | Accounts Receivable | 10,459,218.67 | Financing borrowings | | Notes Receivable | 152,950,182.65 | Pledged | | Total | 2,661,768,025.08 | | V. Other Disclosure Matters This section discloses significant risks including policy changes, economic fluctuations, competition, technology, raw material prices, management, high leverage, and environmental safety, with mitigation strategies - The company faces risks from industrial policy changes, such as reduced subsidies for new energy vehicles, tariff adjustments, and localization requirements for high-frequency high-speed copper foil[124][125] - Macroeconomic fluctuation risks lead to a global economic downturn, with trade barriers and increased tariffs affecting exports, intensifying domestic copper foil market competition[128] - Industry competition intensifies with expanding lithium battery copper foil capacity, new entrants, severe homogenization of standard copper foil products, and reliance on imports for high-end products[130] - Technological advancements bring substitution risks, as copper foil shifts towards lower thicknesses, but the thinness limit is approaching, easily leading to fracture risks[132] - Raw material price fluctuation risk, where copper prices significantly impact production costs and operating cash flow[135] - Management risk, as the company's expanding operations demand higher management capabilities; if management fails to keep pace with business growth, it could affect profitability and market competitiveness[137] - Risk of a high asset-liability ratio, as capital-intensive industries require significant investment, and a high ratio leads to high interest expenses and limits financing capacity[138][139] - Safety production and environmental risks, including potential safety accidents, technical issues, and mechanical failures during production, with increasingly stringent environmental regulations[140] Section IV Corporate Governance, Environment and Society This section details the company's corporate governance, environmental initiatives, and social responsibilities II. Profit Distribution or Capital Reserve Conversion Plan This section discloses the semi-annual profit distribution plan, confirming no cash dividends, bonus shares, or capital reserve conversions - The company's proposed profit distribution plan for the semi-annual period is: no distribution or conversion[143] - Number of bonus shares per 10 shares: 0, dividend per 10 shares (RMB, tax inclusive): 0, number of shares converted from capital reserves per 10 shares: 0[143] III. Status and Impact of the Company's Equity Incentive Plan, Employee Stock Ownership Plan, or Other Employee Incentive Measures This section details the 2025 stock option incentive plan's progress, including board and shareholder approvals and initial option grants - The company's 10th Board of Directors' 41st meeting and the 2025 First Extraordinary General Meeting of Shareholders approved proposals including "On the Company's <2025 Stock Option Incentive Plan (Draft)> and its Summary"[144] - The company's 10th Board of Directors' 42nd meeting approved "On Adjusting Matters Related to the Initial Grant of the 2025 Stock Option Incentive Plan" and "On the Initial Grant of Stock Options to Incentive Objects"[144] - The "Announcement of Nord New Material Co., Ltd. on the Completion of Initial Grant Registration for the 2025 Stock Option Incentive Plan" has been disclosed[144] IV. Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information by Law This section discloses environmental information for listed subsidiaries, including names and report access, demonstrating transparency - The number of enterprises included in the list of those required to disclose environmental information by law is 4[146] - These include Huizhou United Copper Foil Electronic Material Co., Ltd., Jiangxi Nord Copper Foil Co., Ltd., Qinghai Electronic Material Industry Development Co., Ltd., and Qinghai Nord New Material Co., Ltd[146] Section V Significant Matters This section details significant events and matters affecting the company during the reporting period I. Fulfillment of Commitments This section details the fulfillment of commitments by the company, its controller, shareholders, and related parties, including those for restructuring, non-compete, and equity incentives - The company, its directors, supervisors, senior management, controlling shareholder and its concerted parties, actual controller, Hubei Nord Lithium Battery Material Co., Ltd. and its directors, supervisors, senior management, Hubei Changjiang Nord Industrial Investment Management Partnership (Limited Partnership), and Hubei Nord Industrial Investment Partnership (Limited Partnership) all committed that the information provided during this transaction is true, accurate, and complete, free from false records, misleading statements, or major omissions[149] - The company's actual controller committed to resolving the issue of horizontal competition, ensuring that within 36 months from the date of the commitment, measures including but not limited to injecting assets into the listed company or transferring equity to unrelated third parties will be taken to ultimately resolve the aforementioned horizontal competition issue[152] - The company's actual controller and related enterprises committed to minimizing related party transactions with the listed company and its controlled companies and enterprises, and if unavoidable related party transactions occur, they will be conducted on fair, equitable, and arm's length principles[153] - The company's controlling shareholder and its concerted parties, along with their directors, supervisors, and senior management, committed that from the date of the first board resolution announcement approving the relevant proposals for this transaction until the completion of the transaction, there will be no plans to reduce their holdings of the listed company's shares[156] - Hubei Changjiang Nord Industrial Investment Management Partnership (Limited Partnership) committed that the newly issued shares of the listed company obtained through this transaction shall not be transferred within 12 months from the date of issuance completion[156] - The company committed not to provide loans or any other form of financial assistance to incentive recipients for acquiring stock options under this incentive plan[157] - Incentive recipients committed that if the company's information disclosure documents contain false records, misleading statements, or major omissions, leading to non-compliance with equity grant or exercise arrangements, the incentive recipients shall return all benefits obtained from the equity incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements, or major omissions[157] VIII. Explanation of the Integrity Status of the Company, its Controlling Shareholder, and Actual Controller During the Reporting Period This section confirms the company, its controlling shareholder, and actual controller maintained good integrity, with no unfulfilled judgments or overdue debts - During the reporting period, the company, its controlling shareholder, and actual controller maintained good integrity[160] - There were no unfulfilled effective court judgments or significant overdue debts that were not repaid[160] IX. Alleged Violations, Penalties, and Rectification by the Listed Company, its Directors, Senior Management, Controlling Shareholder, and Actual Controller This section discloses CSRC investigations into the company, senior management, and controller for alleged information disclosure and related party transaction violations, with ongoing cooperation - On September 6, 2024, the company, its Chairman Chen Lizhi, Vice Chairman Xu Songqing, and Board Secretary Wang Handuo received "Investigation Notices" from the China Securities Regulatory Commission (CSRC) for alleged information disclosure violations[161] - On April 25, 2025, actual controller Mr. Chen Lizhi and director Mr. Xu Songqing received "Investigation Notices" from the China Securities Regulatory Commission (CSRC) for alleged violations such as failure to disclose related party transactions as required[161] - As of now, the company has not yet received conclusive opinions or decisions regarding the aforementioned investigation cases[161] X. Significant Related Party Transactions This section discloses significant related party transactions with an associate, including lease agreements, amounts, and their proportion to similar transactions Related Party Transactions in Ordinary Course of Business | Related Party | Type of Related Party Transaction | Content of Related Party Transaction | Related Party Transaction Amount (RMB) | Proportion of Similar Transactions (%) | | :--- | :--- | :--- | :--- | :--- | | Shenzhen Wanhe Tiannuo Industrial Operation Management Co., Ltd. | Lease-in/Lease-out | Lease of office premises | 3,951,892.00 | 92.34 | | Shenzhen Wanhe Tiannuo Industrial Operation Management Co., Ltd. | Lease-in/Lease-out | Lease of land use rights | 870,154.21 | 26.40 | | Total | | | 4,822,046.21 | 63.65 | XI. Significant Contracts and Their Fulfillment This section discloses significant guarantees, both given to and received by subsidiaries, summarizing total amounts and their proportion to net assets - The total amount of guarantees provided by the company to subsidiaries during the reporting period was 39,521,420.51 RMB[167] - The total outstanding external guarantees by the company at the end of the reporting period (excluding guarantees to subsidiaries) was 106,333,200.00 RMB[167] - The total outstanding guarantees provided by the company to subsidiaries at the end of the reporting period was 5,340,285,574.18 RMB[167] - The company's total guarantees (including those to subsidiaries) amounted to 5,446,618,774.18 RMB, representing 96.71% of the company's net assets[167] - The amount of guarantees exceeding 50% of net assets was 2,630,677,151.68 RMB[167] XIII. Explanation of Other Significant Matters This section details significant post-period events, including customer agreements, restructuring termination, stock option plans, and subsidiary equity sale, impacting performance and strategy - Wholly-owned grandchild company Baijiada signed a "2025 Supply Guarantee Framework Agreement" with CALB Technology Group Co., Ltd., committing to supply 45,000 tons of copper foil products to CALB in 2025[170] - On April 21, 2025, the company approved the "Proposal on Terminating Major Asset Restructuring," agreeing to terminate the major asset restructuring[174] - Wholly-owned grandchild company Baijiada signed a 2025 annual sales contract with Jiangsu Trina Storage Co., Ltd. for the purchase of 4.5 µm copper foil, with a contract value of approximately 200 million RMB[175] - Wholly-owned grandchild company Baijiada signed a "Strategic Cooperation Framework Agreement" with Honeycomb Energy Technology Co., Ltd., which is expected to purchase 50,000 tons of lithium battery copper foil from Baijiada over the next 3 years[177] - On June 13, 2025, the company initially granted 30.3 million stock options to 118 incentive recipients, and completed the initial grant registration for stock options on July 14, 2025[181] - On July 3, 2025, the company resolved to sell 70% of the equity of its wholly-owned subsidiary Jiangsu Lianxin to Jiangsu Jidao New Material Technology Co., Ltd. for a transaction price of 70 million RMB, with the expected profit from this transaction accounting for over 10% of the absolute value of the company's audited net profit for the most recent fiscal year[182] - Wholly-owned grandchild company Baijiada signed a cooperation agreement with a subsidiary of Chune New Energy Co., Ltd., under which Chune New Energy is expected to cumulatively purchase 160,000 tons of copper foil from Baijiada from 2025 to 2030[183] Section VI Share Changes and Shareholder Information This section provides information on share capital changes and shareholder details I. Share Capital Changes This section discloses that the company's total shares and capital structure remained unchanged during the reporting period - During the reporting period, the company's total share capital and share structure remained unchanged[186] II. Shareholder Information This section details the total ordinary shareholders and the top ten shareholders' holdings, including quantity, proportion, pledges, and related party relationships - As of the end of the reporting period, the total number of ordinary shareholders was 264,303 accounts[187] Top Ten Shareholders' Shareholdings as of the End of the Reporting Period | Shareholder Name | Period-end Shareholding (shares) | Proportion (%) | Pledged, Marked, or Frozen Status (shares) | Shareholder Nature | | :--- | :--- | :--- | :--- | :--- | | Shenzhen Nord Industrial Management Co., Ltd. | 218,194,731 | 12.57 | Pledged 62,800,000 | Domestic Non-State-Owned Legal Person | | Shenzhen Nord Material Technology Co., Ltd. | 150,000,000 | 8.64 | Pledged 150,000,000 | Domestic Non-State-Owned Legal Person | | Shenzhen Hongyuan New Material Co., Ltd. | 150,000,000 | 8.64 | Pledged 150,000,000 | Domestic Non-State-Owned Legal Person | | Mao Jinming | 32,542,500 | 1.88 | Unknown | Other | | Hong Kong Securities Clearing Company Limited | 15,073,235 | 0.87 | Unknown | Other | - Shenzhen Hongyuan New Material Co., Ltd. and Shenzhen Nord Material Technology Co., Ltd. are both wholly-owned subsidiaries of Shenzhen Nord Industrial Management Co., Ltd., and are concerted parties of Shenzhen Nord Industrial Management Co., Ltd[190] - As of the end of this reporting period, the company had cumulatively repurchased 13,557,800 shares through centralized bidding transactions, accounting for 0.78% of the company's total share capital[190] III. Information on Directors and Senior Management This section discloses stock option grants to directors and senior management, including names, positions, and period-end holdings Equity Incentive Grants to Directors and Senior Management During the Reporting Period | Name | Position | Number of Stock Options Held at Period-end (shares) | | :--- | :--- | :--- | | Chen Yubi | Senior Management | 1,300,000 | | Wang Liwen | Senior Management | 1,250,000 | | Zhou Qilun | Senior Management | 900,000 | | Han Shuguo | Senior Management | 800,000 | | Sun Zhifang | Director | 300,000 | | Total | | 4,550,000 | - The company completed the initial grant registration for stock options under the "Nord New Material Co., Ltd. 2025 Stock Option Incentive Plan" on July 14, 2025[192] Section VII Bond-Related Information This section provides information regarding the company's bonds and debt financing instruments I. Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments This section confirms the company had no corporate bonds or non-financial enterprise debt financing instruments during the reporting period - The company has no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments[195] II. Convertible Corporate Bonds This section confirms the company had no convertible corporate bonds during the reporting period - The company has no convertible corporate bonds[195] Section VIII Financial Report This section presents the company's financial statements and related disclosures I. Audit Report This section states that the company's semi-annual financial report is unaudited - This semi-annual report is unaudited[7] II. Financial Statements This section presents the company's H1 2025 consolidated and parent financial statements, including balance sheets, income statements, cash flows, and equity changes Consolidated Balance Sheet Key Data (June 30, 2025) | Item | Amount (RMB) | | :--- | :--- | | Cash and Bank Balances | 2,586,245,771.29 | | Accounts Receivable | 2,287,755,315.89 | | Inventories | 859,532,081.27 | | Fixed Assets | 7,059,274,091.18 | | Construction in Progress | 1,189,637,355.56 | | Short-term Borrowings | 2,418,158,504.22 | | Accounts Payable | 2,196,163,503.88 | | Long-term Borrowings | 1,312,652,981.09 | | Total Equity Attributable to Parent Company Owners | 5,631,883,245.01 | | Total Liabilities | 9,315,023,628.81 | | Total Assets | 16,512,234,230.04 | Consolidated Income Statement Key Data (Jan-Jun 2025) | Item | Amount (RMB) | | :--- | :--- | | Operating Revenue | 3,015,515,774.50 | | Operating Cost | 2,725,369,052.73 | | Total Profit | -72,893,182.94 | | Net Profit | -80,851,986.07 | | Net Profit Attributable to Parent Company Shareholders | -72,432,934.74 | | Basic Earnings Per Share (RMB/share) | -0.0421 | Consolidated Cash Flow Statement Key Data (Jan-Jun 2025) | Item | Amount (RMB) | | :--- | :--- | | Net Cash Flow from Operating Activities | 499,970,698.61 | | Net Cash Flow from Investing Activities | -157,869,503.19 | | Net Cash Flow from Financing Activities | -505,441,110.71 | | Net Increase in Cash and Cash Equivalents | -163,866,210.05 | III. Company Basic Information This section outlines Nord New Material Co., Ltd.'s registration, operations, consolidated scope, and board approval of financial statements - Nord New Material Co., Ltd. was established in December 1993 with the approval of the Jilin Provincial Economic System Reform Commission and listed on the Shanghai Stock Exchange in September 1997[231] - As of June 30, 2025, the company's total issued share capital was 1,735.1809 million shares, with a registered capital of 1,735.1809 million RMB, and the actual controller is Chen Lizhi[231] - The company's business scope includes manufacturing and sales of electronic special materials, R&D of new material technologies, solar power generation technical services, energy storage technical services, manufacturing and sales of metal materials, and investment activities with its own funds[232] - The company's industry is Manufacturing - Computer, Communication and Other Electronic Equipment Manufacturing - Electronic Components and Electronic Special Materials Manufacturing[232] - The company consolidated 54 subsidiaries in the current period, an increase of 8 and a decrease of 3 compared to the prior period[233] IV. Basis of Financial Statement Preparation This section details the financial statement preparation basis, adhering to accounting standards and CSRC regulations, with no significant going concern doubts - The company prepares its financial statements in accordance with the "Enterprise Accounting Standards" issued by the Ministry of Finance and the "Information Disclosure Rules for Companies Issuing Securities to the Public No. 15 - General Provisions for Financial Reports" (Revised 2023) issued by the China Securities Regulatory Commission[235] - The company evaluated its ability to continue as a going concern for 12 months from the end of the reporting period and found no matters or circumstances that cast significant doubt on its ability to continue as a going concern; therefore, the financial statements are prepared on a going concern basis[236][237] V. Significant Accounting Policies and Accounting Estimates This section details the company's significant accounting policies and estimates, covering compliance, accounting period, functional currency, materiality, business combinations, financial instruments, various assets/liabilities, revenue, and government grants - The financial statements prepared by the company comply with the requirements of enterprise accounting standards, truthfully and completely reflecting the company's financial position, operating results, changes in shareholders' equity, and cash flows[238] - The company defines 12 months as an operating cycle and uses it as the criterion for classifying the liquidity of assets and liabilities[240] - The company and its domestic subsidiaries use RMB as their functional currency, while overseas subsidiaries use the currency of their primary economic environment as their functional currency[241] - The company classifies financial assets into three categories: measured at amortized cost, measured at fair value through other comprehensive income, and measured at fair value through profit or loss[268] - The company performs impairment accounting and recognizes loss provisions based on expected credit losses for financial assets measured at amortized cost, financial assets classified as measured at fair value through other comprehensive income, lease receivables, contract assets, loan commitments that are not financial liabilities measured at fair value through profit or loss, financial liabilities that are not measured at fair value through profit or loss, and financial guarantee contracts arising from financial asset transfers that do not meet derecognition criteria or involve continuing involvement in transferred financial assets[284] - The company recognizes revenue when it satisfies a performance obligation in a contract, which is when the customer obtains control of the related goods or services[366] - The company classifies government grants into asset-related government grants and income-related government grants, and accounts for them using either the gross method or net method based on the substance of the economic transaction[375][377] - The company's safety production fees, provisioned in accordance with national regulations, are recognized in the cost of related products or current period profit or loss, and simultaneously recorded in the "Special Reserves" account[403] VI. Taxation This section discloses the company's main tax categories and rates, including VAT and corporate income tax, with details on high-tech enterprise preferential rates Major Tax Categories and Rates | Tax Category | Tax Base | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax (VAT) | General taxpayers calculate output tax based on the tax rate of taxable income, and pay VAT based on the difference after deducting input tax allowed for the current period. | 3%, 5%, 6%, 13% | | Urban Maintenance and Construction Tax | Actual paid turnover tax amount | 5%, 7% | | Education Surcharge | Turnover tax amount and VAT exempt/offset amount approved after review | 3% | | Local Education Surcharge | Turnover tax amount and VAT exempt/offset amount approved after review | 2% | | Corporate Income Tax | Taxable income | 15%, 16.5%, 17%, 20%, 25% | - The company's subsidiaries Qinghai Electronics, grandchild company Huizhou Electronics, subsidiary Jiangsu Lianxin, grandchild company Qinghai Nord, and subsidiary Zhongke Yinghua Changchun High-Tech Co., Ltd. enjoy a preferential income tax rate of 15%[406][407] - The company's subsidiary Hong Kong Baijiada New Material Co., Ltd. applies a profit tax rate of 16.5%, and grandchild company NUODE RESOURCES PTE.LTD. applies an income tax rate of 17%[408][409] - The company's grandchild companies Shenzhen Nord New Material Co., Ltd. and Qinghai Zhiqin Electrolytic Copper Foil Engineering Technology Research Co., Ltd., and subsidiary Beijing Zhongke Yinghua Electric Vehicle Technology Research Institute Co., Ltd. enjoy a preferential income tax rate of 20% under the small and micro-profit enterprise policy[409] VII. Notes to Consolidated Financial Statement Items This section provides detailed notes for all consolidated financial statement items, covering assets, liabilities, equity, income, expenses, cash flows, and other comprehensive income - As of June 30, 2025, the company's cash and bank balances amounted to 2,586,245,771.29 RMB, of which 372,887,948.37 RMB was restricted cash, primarily for margin deposits[412] - The company's accounts receivable had a period-end carrying value of 2,287,755,315.89 RMB, with a bad debt provision of 95,461,101.37 RMB[424][429] - The company's inventories had a period-end carrying value of 859,532,081.27 RMB, with inventory impairment provisions and contract performance cost impairment provisions totaling 10,137,105.47 RMB[458][461] - The company's fixed assets had a period-end carrying value of 7,059,274,091.18 RMB, of which the total carrying value of buildings and structures for which property certificates have not yet been obtained was 1,487,440,156.16 RMB[487][489] - The company's construction in progress had a period-end carrying value of 1,189,637,355.56 RMB, primarily including distributed photovoltaic projects, user-side energy storage projects, and a 40,000 tons/year high-grade electrolytic copper foil engineering project[492][493][494][495] - The company's intangible assets had a period-end carrying value of 536,566,907.90 RMB, including land use rights of 235,030,786.80 RMB and patent rights of 254,682,660.34 RMB[503] - The company's short-term borrowings had a period-end balance of 2,418,158,504.22 RMB, and long-term borrowings had a period-end balance of 1,312,652,981.09 RMB[522][545] - The company's H1 2025 operating revenue was 3,015,515,774.50 RMB, and operating cost was 2,725,369,052.73 RMB[571] - The company's H1 2025 net cash flow from operating activities was 499,970,698.61 RMB[212] - The company faces credit risk, liquidity risk, and market risk (exchange rate risk, interest rate risk), and has formulated risk management policies and related guidelines[640][641][646][647] - The company conducts copper futures hedging and foreign currency futures hedging, utilizing the risk aversion and hedging functions of futures instruments to effectively mitigate market price fluctuations and exchange rate fluctuation risks[648][649] VIII. Research and Development Expenses This section discloses R&D expenditures by nature, distinguishing between expensed and capitalized amounts, and lists capitalized development projects R&D Expenses by Nature | Item | Current Period Amount (RMB) | Prior Period Amount (RMB) | | :--- | :--- | :--- | | Material Consumption | 107,085,617.13 | 99,371,537.88 | | Maintenance and Renovation | 8,589,917.24 | 8,340,485.39 | | Payroll Expenses | 13,768,475.41 | 13,638,348.87 | | Depreciation and Amortization | 8,658,182.60 | 5,115,285.53 | | Testing Fees | 506,992.45 | 51,506.99 | | Other | 1,314,736.26 | 771,802.29 | | Total | 139,923,921.09 | 127,288,966.95 | | Of which: Expensed R&D | 99,710,400.31 | 53,187,086.77 | | Capitalized R&D | 40,213,520.78 | 74,101,880.18 | Development Expenditures for Capitalized R&D Projects | Project | Beginning Balance (RMB) | Amount Increased in Current Period (Internal Development Expenditure) (RMB) | Amount Decreased in Current Period (Recognized as Intangible Assets) (RMB) | Ending Balance (RMB) | | :--- | :--- | :--- | :--- | :--- | | R&D and Industrialization of Ultra-thin High Elongation Electrolytic Copper Foil for Power Batteries | 5,863,831.31 | 4,255,680.97 | 10,119,512.28 | | | Development and Industrialization of 4µm High Tensile Electrolytic Copper Foil for Lithium Batteries | 5,148,894.11 | 2,820,069.53 | 7,968,963.64 | | | Development of Ultra-thin Electrolytic Copper Foil Surface Burr Elimination Technology | 3,802,694.96 | 3,678,290.02 | 7,480,984.98 | | | Key Technology Research Project for Ultra-thin High-precision Lithium Battery Copper Foil Manufacturing | 82,924,117.32 | 29,459,480.26 | | 112,383,597.58 | | Total | 97,739,537.70 | 40,213,520.78 | 25,569,460.90 | 112,383,597.58 | IX. Changes in Consolidation Scope This section explains changes in the company's consolidation scope, detailing new subsidiaries and deregistered entities - Newly established subsidiaries during the reporting period include Nord Photovoltaic Technology (Changzhou) Co., Ltd., Nord Energy Management (Changzhou) Co., Ltd., Huzhou Nord PV Storage New Energy Co., Ltd., Nord Energy Management (Nanjing) Co., Ltd., Nord PV Storage Energy Management (Suining) Co., Ltd., Nord Energy Management (Dazhou) Co., Ltd., Nord Smart New Energy (Huizhou) Co., Ltd., and Nord PV Storage Energy Management (Shangrao) Co., Ltd[616] - Subsidiaries deregistered during the reporting period include Nord Caihongjin (Chongqing) Energy Development Co., Ltd., Nord Photovoltaic Technology (Xuancheng) Co., Ltd., and Nord Photovoltaic Technology (Guixi) Co., Ltd[616] X. Interests in Other Entities This section details the company's interests in subsidiaries, joint ventures, and associates, including group composition and key financial information - The company's enterprise group comprises 54 subsidiaries, including Qinghai Electronics, Qinghai Nord, Huizhou Electronics, Shenzhen Baijiada, Jiangsu Lianxin, Huzhou Shangfu, Changchun Zhongke, Hong Kong Baijiada, Qinghai Zhiqin, Tibet Nord, Zhejiang Yuebang, Songyuan Jinhai, NUODE RESOURCES PTE. LTD., Shenzhen Nord New Material, Hubei Nord New Material Group, Hubei Nord Copper Foil, Hubei Nord Copper Material, Hubei Nord Lithium Battery, Jiangxi Nord, Beijing Electric Vehicle, and Nord Smart[619][620][621][622][623][624][625][626] Significant Non-Wholly-Owned Subsidiaries | Subsidiary Name | Minority Shareholding (%) | Profit/Loss Attributable to Minority Shareholders in Current Period (RMB) | Minority Interest Balance at Period-end (RMB) | | :--- | :--- | :--- | :--- | | Hubei Nord Lithium Battery Material Co., Ltd. | 37.50 | -9,727,861.95 | 773,563,147.56 | | Jiangxi Nord Copper Foil Co., Ltd. | 42.00 | 1,707,975.77 | 738,961,448.24 | | Nord Smart Energy Management Co., Ltd. | 26.03 | -399,165.15 | 52,802,760.42 | Key Financial Information of Significant Associates (Period-end Balance/Current Period Amount) | Item | Tianfu Futures (RMB) | Shenzhen Yuxi (RMB) | | :--- | :--- | :--- | | Total Assets | 630,414,471.22 | 870,510,162.65 | | Total Liabilities | 529,308,121.76 | 9,573,797.11 | | Equity Attributable to Parent Company Shareholders | 100,511,707.64 | 860,936,365.54 | | Operating Revenue | 42,677,036.46 | | | Net Profit | 2,292,298.38 | 23,508,686.35 | | Total Comprehensive Income | 2,292,298.38 | 23,508,686.35 | XI. Government Grants This section discloses government grant liabilities and current period recognition, differentiating between income-related and asset-related grants Government Grant-Related Liability Items (June 30, 2025) | Financial Statement Item | Beginning Balance (RMB) | New Subsidies in Current Period (RMB) | Amount Transferred to Other Income in Current Period (RMB) | Ending Balance (RMB) | Asset-related/Income-related | | :--- | :--- | :--- | :--- | :--- | :--- | | Deferred Income | 209,863,622.83 | 11,138,200.00 | 7,773,575.87 | 213,228,246.96 | Asset-related | | Total | 209,863,622.83 | 11,138,200.00 | 7,773,575.87 | 213,228,246.96 | / | Government Grants Recognized in Current Period Profit or Loss | Type | Current Period Amount (RMB) | Prior Period Amount (RMB) | | :--- | :--- | :--- | | Income-related | 6,748,647.49 | 6,782,268.19 | | Asset-related | 7,773,575.87 | 28,918,197.34 | | Total | 14,522,223.36 | 35,700,465.53 | XII. Risks Related to Financial Instruments This section details financial instrument risks—credit, liquidity, and market—and the company's risk management policies and hedging strategies - The company's main financial instruments include cash and bank balances, equity investments, debt investments, borrowings, receivables, and payables, facing credit risk,