Important Notice This section provides crucial declarations regarding the report's accuracy, forward-looking statements, and significant risks Board of Directors, Supervisory Board, and Senior Management Statement The company's board, supervisory board, and senior management guarantee the report's truthfulness, accuracy, and completeness, assuming legal responsibility - The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, free from false records, misleading statements, or major omissions4 - All company directors attended the Board of Directors meeting5 - This semi-annual report has not been audited6 Risk Statement for Forward-Looking Statements Forward-looking descriptions in the report, such as future plans and development strategies, do not constitute substantial commitments to investors, who should be aware of investment risks - Forward-looking descriptions in this report, such as future plans and development strategies, do not constitute substantial commitments from the company to investors, who are advised to be aware of investment risks7 Significant Risk Warning No particularly significant risks affected the company's operations during the reporting period, but industry and market risks are detailed for investor attention - During the reporting period, there were no particularly significant risks that substantially affected the company's production and operations8 - The company has detailed potential industry and market risks in this report, which investors are advised to review in relevant sections like "Section III Management Discussion and Analysis"8 Section I Definitions This section clarifies common terms, including company and subsidiary names, currency units, and the reporting period, to ensure clear understanding of the report content Definitions of Common Terms This section clarifies common terms, including company and subsidiary names, currency units, and the reporting period, to ensure clear understanding of the report content - "Xingguang Agricultural Machinery, the Company, the Company" refers to Xingguang Agricultural Machinery Co., Ltd17 - "Reporting Period, This Reporting Period" refers to January 1, 2025, to June 30, 202517 - Lists abbreviations and full names of several subsidiaries and related parties, such as "Xinjia Yuan", "Xingguang Yulong", and "Xingguang Zhenggong"17 Section II Company Profile and Key Financial Indicators This section provides an overview of the company's basic information and key financial performance metrics for the reporting period Company Information This section provides the company's basic registration details, including its Chinese name, abbreviation, English name, abbreviation, and legal representative Company Basic Information | Indicator | Content | | :--- | :--- | | Chinese Name | Xingguang Agricultural Machinery Co., Ltd. | | Chinese Abbreviation | Xingguang Agricultural Machinery | | English Name | Thinker Agricultural Machinery Co., Ltd. | | English Abbreviation | TAM | | Legal Representative | Zheng Bin | Contact Person and Contact Information This section lists the contact details for the company's Board Secretary and Securities Affairs Representative, including name, address, phone, fax, and email Contact Information | Position | Board Secretary | Securities Affairs Representative | | :--- | :--- | :--- | | Name | Wang Liming | Tang Zhanglan | | Contact Address | No. 1699 Xingguang Avenue, Hefu Town, Huzhou City | No. 1699 Xingguang Avenue, Hefu Town, Huzhou City | | Phone | 0572-3966768 | 0572-3966768 | | Fax | 0572-3966768 | 0572-3966768 | | Email | 603789@xg1688.cn | 603789@xg1688.cn | Brief Introduction to Changes in Basic Information This section outlines historical changes to the company's registered address and provides its current office address and website Company Address Information | Indicator | Content | | :--- | :--- | | Company Registered Address | No. 1699 Xingguang Avenue, Hefu Town, Huzhou City, Zhejiang Province | | Historical Changes to Company Registered Address | On January 20, 2021, the registered address changed from No. 1688 Xingguang Avenue, Hefu Town, Huzhou City, Zhejiang Province to No. 1699 Xingguang Avenue, Hefu Town, Huzhou City, Zhejiang Province | | Company Office Address | No. 1699 Xingguang Avenue, Hefu Town, Huzhou City, Zhejiang Province | | Company Office Address Postal Code | 313017 | | Company Website | www.xg1688.com | Brief Introduction to Changes in Information Disclosure and Document Custody Locations This section specifies the company's chosen newspapers for information disclosure, the website for semi-annual reports, and the report's custody location, with no changes during the period Information Disclosure and Document Custody Locations | Indicator | Content | | :--- | :--- | | Name of Newspapers Selected for Information Disclosure | "Shanghai Securities News", "Securities Times" | | Website Address for Semi-Annual Report Publication | www.sse.com.cn | | Company Semi-Annual Report Custody Location | Securities Legal Department | | Index for Changes During the Reporting Period | None | Brief Introduction to Company Shares This section provides basic information about the company's shares, including stock type, listing exchange, stock abbreviation, code, and previous abbreviation Company Stock Overview | Stock Type | Stock Exchange | Stock Abbreviation | Stock Code | Previous Stock Abbreviation | | :--- | :--- | :--- | :--- | :--- | | A-share | Shanghai Stock Exchange | *ST Xingnong | 603789 | Xingguang Agricultural Machinery | Company's Key Accounting Data and Financial Indicators This section presents the company's key accounting data and financial indicators for the first half of 2025, including revenue, total profit, net profit, net assets, and total assets, with year-over-year comparisons 2025 H1 Key Accounting Data | Key Accounting Data | This Reporting Period (Jan-Jun) (RMB) | Prior Year Same Period (RMB) | % Change This Reporting Period vs. Prior Year Same Period | | :--- | :--- | :--- | :--- | | Operating Revenue | 155,057,948.77 | 97,017,655.19 | 59.82 | | Total Profit | -22,008,901.31 | -53,767,834.71 | Not Applicable | | Net Profit Attributable to Shareholders of Listed Company | -40,933,945.08 | -48,946,257.54 | Not Applicable | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-Recurring Gains and Losses | -107,715,936.67 | -77,965,121.15 | Not Applicable | | Net Cash Flow from Operating Activities | -38,057,639.02 | -78,802,668.95 | Not Applicable | | | End of This Reporting Period (RMB) | End of Prior Year (RMB) | % Change End of This Reporting Period vs. End of Prior Year | | Net Assets Attributable to Shareholders of Listed Company | 199,691,439.05 | 243,742,828.45 | -18.07 | | Total Assets | 1,069,609,639.62 | 1,160,993,983.43 | -7.87 | 2025 H1 Key Financial Indicators | Key Financial Indicators | This Reporting Period (Jan-Jun) | Prior Year Same Period | % Change This Reporting Period vs. Prior Year Same Period | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (RMB/share) | -0.1514 | -0.1883 | Not Applicable | | Diluted Earnings Per Share (RMB/share) | -0.1514 | -0.1883 | Not Applicable | | Basic Earnings Per Share After Deducting Non-Recurring Gains and Losses (RMB/share) | -0.3983 | -0.2999 | Not Applicable | | Weighted Average Return on Net Assets (%) | -18.33 | -12.37 | Not Applicable | | Weighted Average Return on Net Assets After Deducting Non-Recurring Gains and Losses (%) | -48.24 | -19.71 | Not Applicable | Non-Recurring Gains and Losses Items and Amounts This section details non-recurring gains and losses for the reporting period, totaling RMB 66,781,991.59, primarily from fair value changes of financial assets and government subsidies 2025 H1 Non-Recurring Gains and Losses Items and Amounts | Non-Recurring Gains and Losses Item | Amount (RMB) | | :--- | :--- | | Gains and losses from disposal of non-current assets | 922,834.26 | | Government subsidies recognized in current profit or loss | 2,012,793.88 | | Gains and losses from changes in fair value of financial assets and liabilities held by non-financial enterprises, and gains and losses from disposal of financial assets and liabilities | 66,009,667.83 | | Fund occupation fees received from non-financial enterprises recognized in current profit or loss | -150,852.13 | | Debt restructuring gains and losses | -1,246,120.80 | | Other non-operating income and expenses apart from the above | 472,009.39 | | Less: Income tax impact | 1,564.48 | | Minority interest impact (after tax) | 1,236,776.36 | | Total | 66,781,991.59 | - The company classified personal income tax handling fee refunds and VAT input tax additional deductions, totaling RMB 53,530.80, as government subsidies closely related to normal operations, compliant with national policies, and having a continuous impact on profit or loss, thus not listed as non-recurring gains and losses27 Net Profit After Deducting Impact of Share-Based Payments This section discloses the net profit after deducting the impact of share-based payments, which was RMB -38,947,822.25 for the current period, showing a reduced loss compared to the prior year Net Profit After Deducting Impact of Share-Based Payments | Key Accounting Data | This Reporting Period (Jan-Jun) (RMB) | Prior Year Same Period (RMB) | % Change This Period vs. Prior Year Same Period | | :--- | :--- | :--- | :--- | | Net Profit After Deducting Impact of Share-Based Payments | -38,947,822.25 | -43,979,313.41 | Not Applicable | Section III Management Discussion and Analysis This section provides management's perspective on the company's operations, financial performance, and future outlook, including industry analysis and risk factors Explanation of Company's Industry and Main Business During the Reporting Period During the reporting period, the company continued to develop its agricultural machinery and services, added auto parts through acquisition, and enhanced custom structural component manufacturing, driving overall performance - The company continued to deepen the construction of its original agricultural machinery segment, coordinating agricultural machinery with agricultural services31 - Enhanced the newly launched structural component business, focusing on manufacturing and processing services for custom structural components, parts, accessories, and basic components31 - Added auto parts business for fuel injection pumps through equity acquisition, jointly promoting improved operating performance31 Agricultural Machinery The company primarily engages in R&D, manufacturing, sales, and service of agricultural machinery, covering six crop types and five operational stages, transitioning to a full-process mechanization solution provider - The company primarily engages in the R&D, manufacturing, sales, and service of agricultural machinery, continuously promoting the intelligent and efficient upgrade of agricultural machinery products31 - The product system has expanded to six major crop varieties including rice, wheat, corn, peanuts, rapeseed, and cotton, covering five operational stages: tillage, planting, management, harvesting, and post-harvest processing31 - The company is transitioning from a single agricultural machinery product supplier to a full-process agricultural mechanization solution provider, offering complete sets of equipment and professional agricultural machinery and services32 Agricultural Services Through its subsidiary Xingguang Zhiyuan, the company entered agricultural production托管 services, starting with Xinjiang cotton harvesting, aiming to become a professional provider covering all crop types - Agricultural services refer to a business model where farmers entrust all or part of their agricultural production operations to agricultural productive service organizations35 - The company, relying on its subsidiary Xingguang Zhiyuan, entered the agricultural services business segment with Xinjiang cotton harvesting services as a breakthrough36 - The goal is to develop into a professional service provider covering full-process agricultural services for various crops, building and expanding a comprehensive agricultural mechanization service chain36 Manufacturing and Processing Business The company leverages idle equipment and manufacturing expertise to provide custom structural component manufacturing and processing services, aiming to build a regional shared manufacturing center - The manufacturing and processing business focuses on utilizing the company's idle machinery and extensive manufacturing experience to provide customers with manufacturing and processing services for custom structural components, parts, accessories, and basic components38 - Business scope includes processing based on drawings, sample trial production, small-batch production, and custom complex structural components, aiming to create a regional shared manufacturing center39 - Adopts a "self-processing + flexible collaboration" model, reducing unit costs through equipment sharing, aiming to become a cost-effective and responsive shared manufacturing service hub in the region40 Auto Parts Through its subsidiary Suzhou Dianzhong, the company specializes in R&D, production, and manufacturing of fuel injection systems, primarily high-pressure oil pumps and common rail systems, focusing on exports while expanding domestic markets - With its subsidiary Suzhou Dianzhong as the main entity, the company focuses on the R&D, production, and manufacturing of fuel injection systems41 - Main products include HP0 high-pressure oil pumps, NB-type injection pumps, SDP0 high-pressure common rail systems, and precision parts processing41 - Currently, international business is primary, relying on Denso Japan technology for targeted sales; domestic business independently develops SDP0 high-pressure common rail systems to meet domestic demand42 Industry Overview China's agricultural machinery industry lags international standards in technology, product structure, and brand influence, with significant regional disparities, while national policies promote "domestic agricultural machinery" and "applicable equipment," presenting both challenges and opportunities - China's agricultural machinery products show significant gaps compared to international advanced products in terms of core technology autonomy, R&D investment in high-end agricultural machinery equipment, high-end and refined product structure, and brand influence44 - Domestic agricultural machinery faces significant regional disparities, with strong demand for large agricultural machinery in plains areas, while hilly and mountainous regions urgently need small, lightweight, multi-functional agricultural machinery, but supply is insufficient45 - The No. 1 Central Document for 2025 emphasizes the R&D and application of "domestic agricultural machinery" and "applicable equipment," injecting momentum into industry development, but increased R&D investment and optimized product structure are still needed to address challenges46 Discussion and Analysis of Operations In H1 2025, operating revenue grew by 59.82%, with significant reduction in total loss and net loss attributable to shareholders, driven by stable agricultural machinery business and synergistic development of new segments, though non-recurring net loss increased due to market factors and new business investments 2025 H1 Operating Performance | Indicator | Amount (RMB 10,000) | Year-on-year Growth/Loss Reduction | | :--- | :--- | :--- | | Operating Revenue | 15,505.79 | Growth 59.82% | | Total Profit | -2,200.89 | Significant Loss Reduction | | Net Profit Attributable to Shareholders of Listed Company | -4,093.39 | Significant Loss Reduction | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-Recurring Gains and Losses | -10,771.59 | Increased Loss by RMB 2,975.08 million | - Revenue and net profit improvements were primarily due to stable agricultural machinery business, synergistic development of agricultural services, manufacturing and processing, and fuel injection systems, as well as investment income from disposing of subsidiary equity47 - Overall loss reasons include the impact of "National III to National IV upgrade" in the agricultural machinery market, high operating costs and weak profitability in agricultural machinery, large fixed costs, provision for inventory impairment of RMB 18.9772 million (total impact RMB 31.2794 million), and increased upfront investment costs for new businesses48 - The company deeply cultivates the domestic market, expands into "Belt and Road" countries, North America, and Europe, promoting exports of agricultural machinery, components, and new businesses48 - Synergistic development of new businesses (agricultural services, manufacturing and processing, fuel injection systems) offsets weaknesses in the agricultural machinery segment, supporting stable overall performance improvement49 - Focused on optimizing product structure, phasing out old models and low-value-added products, allocating resources to R&D and production of high-end intelligent agricultural machinery, and promoting technological breakthroughs for agricultural machinery in hilly and mountainous areas5051 - Implemented cost reduction and efficiency improvement measures, including optimizing production processes, strictly controlling non-essential expenditures, intensifying accounts receivable collection, capital reduction withdrawal from Xingguang Yulong, and partial investment in Shanghai Zunma52 - Acquired 51% equity in Suzhou Dianzhong and included it in consolidated financial statements, aiming to enhance industrial synergy, improve self-control over core components, reduce costs, and increase overall gross profit margin and profitability53 - Key work for the second half includes continuously increasing R&D and design investment, focusing on new growth areas (agricultural services, manufacturing and processing, fuel injection systems), strengthening global brand influence in domestic and international markets, and fully advancing the acquisition and integration of Zhongcheng Auto equity5354555657 Analysis of Core Competitiveness During the Reporting Period The company has built strong core competitiveness in agricultural machinery through enhanced manufacturing, R&D innovation, strict quality control, brand building, market expansion, and improved after-sales service, particularly in its full-process mechanization chain and product design capabilities - The company has built strong core competitiveness in the agricultural machinery sector by continuously improving product manufacturing, strengthening R&D innovation, strictly controlling product quality, deepening brand value, expanding domestic and international markets, and perfecting after-sales service58 Relatively Complete Full-Process Mechanization Industrial Chain The company's products cover six major crops and the entire mechanization chain from tillage to post-harvest, extending to aquaculture and facility agriculture, forming a significant competitive advantage - The company's products cover six major crop areas among the nine major crops, including rice, corn, wheat, cotton, rapeseed, and peanuts59 - The full-process mechanization industrial chain layout gradually covers tillage, planting, management, harvesting, and post-harvest processing stages for major food and cash crops59 - The product series extends to multiple categories such as tractors, rotary tillers, combine harvesters, cotton pickers, and dryers, and has expanded into new areas like aquaculture equipment and facility agriculture59 Strong Product Design and R&D Capabilities The company has strong product design and R&D capabilities, driven by deep user understanding, a skilled R&D team, and a focus on independent innovation, evidenced by numerous patents and research platforms - Company management personally leads R&D teams for field testing, regularly visits users, focuses on user benefits, continuously improves products, and enhances user satisfaction60 - Possesses a high-quality agricultural machinery talent team with superb skills and strong innovation capabilities, whose core team focuses on agricultural machinery R&D and manufacturing, accumulating rich experience60 - The company highly values independent R&D innovation and technological upgrades, holds multiple authorized patents, has established a provincial key agricultural enterprise research institute and a postdoctoral workstation, and actively participates in national standard setting61 Good Production Model and Strong Organizational Management Capabilities The company employs a "self-production, outsourcing, and external collaboration" model, focusing on core R&D, controlling costs through specialized supplier collaboration, and leveraging regional advantages and supply chain management for efficiency - The company adopts a production model combining self-production, external procurement, and outsourcing, retaining core processing capabilities while entrusting other component processing to external enterprises, effectively controlling inventory and procurement costs62 - The company is located in the agricultural machinery industrial cluster of Zhejiang Province, possessing strong outsourcing support capabilities and having established a standardized component system to ensure consistency62 - Leveraging technological, geographical, and management advantages, the company enhances operational efficiency, focuses on core technology development, reduces production costs, and continuously strengthens its core competitive advantage62 Controlling Work Details and Ensuring Quality Management Adhering to its "refinement and innovation" product philosophy, the company emphasizes detail management, strengthens its quality management system, and ensures product quality through standardized processes, training, and strict inspections, earning customer satisfaction - The company adheres to the product philosophy of "striving for excellence and innovating for strength," focusing on detail management and continuously enhancing the operability, practicality, and effectiveness of its quality management system63 - By strengthening employee quality awareness and responsibility, standardizing production processes, conducting irregular on-site management inspections, and strictly controlling every detail63 - Strict control is maintained from product design and R&D, raw material procurement and acceptance, manufacturing and assembly, to sales and after-sales service, ensuring products meet customer requirements and earning positive user feedback due to high reliability63 Strong Customer Base and Brand Recognition The company has built a strong customer base and brand recognition through mutually beneficial relationships with dealers, user-centric customized services, and expanding its sales and service network across 11 provinces and multiple overseas countries - The company conveys its corporate culture, philosophy, and values to dealers, provides convenient after-sales service, and achieves long-term mutually beneficial cooperation with dealers64 - Centered on agricultural machinery users, actively expands key customers and identifies potential users, formulates targeted service measures, and improves customer satisfaction, support rate, and retention rate64 - Established an extensive distribution and service network covering 11 provinces, municipalities, and autonomous regions nationwide, as well as multiple overseas countries such as the Philippines, Indonesia, and Iran, continuously enhancing brand market share and industry recognition65 Key Operating Performance During the Reporting Period Operating revenue increased by 59.82% due to new business growth. Expenses rose, operating cash flow improved, and asset-liability structure changed significantly due to new subsidiary consolidation and divestitures. The company acquired Suzhou Dianzhong and divested Xingguang Yulong - During the reporting period, the company's operating revenue increased by 59.82% year-on-year, primarily due to sales growth from new businesses67 - Net cash flow from operating activities decreased its loss from RMB -78,802,668.95 in the prior year to RMB -38,057,639.02, primarily due to increased sales collections6768 - Net cash flow from investing activities turned from RMB -4,416,334.70 in the prior year to RMB 11,183,299.05 in the current period, primarily due to the recovery of investment funds from the disposal of external investments6768 - Net cash flow from financing activities increased by 36.70% year-on-year, primarily due to receiving loans from related parties in the current period6768 - The company acquired 51% equity in Suzhou Dianzhong for a transaction price of RMB 76.5 million, aiming to enhance industrial synergy, improve self-control over core components, and boost the company's profitability and core competitiveness72 - The company exited its investment in Xingguang Yulong through capital reduction, no longer holding shares in Xingguang Yulong, which is consequently no longer included in the consolidated financial statements76 Analysis of Main Business Operating revenue increased by 59.82% due to new business sales growth. Operating costs, sales, administrative, and R&D expenses all increased, while net cash flow from operating activities reduced its loss, and investing and financing cash flows saw positive changes Financial Statement Item Variation Analysis | Item | Current Period Amount (RMB) | Prior Year Same Period Amount (RMB) | % Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 155,057,948.77 | 97,017,655.19 | 59.82 | | Operating Cost | 154,026,827.21 | 117,779,141.95 | 30.78 | | Selling Expenses | 10,899,993.56 | 8,797,459.95 | 23.90 | | Administrative Expenses | 30,247,252.86 | 21,936,561.38 | 37.89 | | R&D Expenses | 12,131,237.87 | 11,054,686.82 | 9.74 | | Net Cash Flow from Operating Activities | -38,057,639.02 | -78,802,668.95 | Not Applicable | | Net Cash Flow from Investing Activities | 11,183,299.05 | -4,416,334.70 | Not Applicable | | Net Cash Flow from Financing Activities | 94,276,524.18 | 68,967,290.70 | 36.70 | - Changes in operating revenue and operating costs were primarily due to sales growth from new businesses during the reporting period6768 - Changes in selling and administrative expenses were primarily due to the increase in subsidiaries and new businesses during the reporting period68 Analysis of Assets and Liabilities At period-end, cash, other receivables, right-of-use assets, long-term deferred expenses, notes payable, long-term borrowings, lease liabilities, provisions, deferred income tax liabilities, and minority interests significantly increased, while investment properties, construction in progress, intangible assets, accounts payable, non-current liabilities due within one year, and deferred income substantially decreased. Restricted assets totaled RMB 93,481,248.78 Asset and Liability Status Changes | Item Name | Current Period End Amount (RMB) | Prior Year End Amount (RMB) | % Change | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 113,369,439.31 | 47,241,333.45 | 139.98 | | Net Other Receivables | 92,953,034.37 | 5,658,326.44 | 1,542.77 | | Net Investment Properties | 2,836,538.95 | 14,579,436.70 | -80.54 | | Net Construction in Progress | 1,053,198.36 | 175,244,545.89 | -99.40 | | Net Right-of-Use Assets | 65,738,126.36 | 24,575,974.33 | 167.49 | | Net Intangible Assets | 38,778,717.19 | 76,968,542.05 | -49.62 | | Long-term Deferred Expenses | 13,550,869.78 | 3,727,157.51 | 263.57 | | Notes Payable | 56,860,000.00 | 29,750,000.00 | 91.13 | | Accounts Payable | 225,047,408.88 | 336,361,258.04 | -33.09 | | Non-current Liabilities Due Within One Year | 5,194,777.51 | 24,413,282.16 | -78.72 | | Other Current Liabilities | 11,461,404.28 | 2,261,517.42 | 406.80 | | Long-term Borrowings | 88,011,250.00 | 65,500,000.00 | 34.37 | | Lease Liabilities | 60,912,351.66 | 19,798,486.02 | 207.66 | | Provisions | 23,445,307.00 | 5,127,429.04 | 357.25 | | Deferred Income | 10,113,168.54 | 63,750,854.62 | -84.14 | | Deferred Income Tax Liabilities | 13,088,579.74 | 902,826.74 | 1,349.73 | | Minority Interests | 87,568,450.74 | 40,097,619.28 | 118.39 | - Increases in cash and cash equivalents, right-of-use assets, long-term deferred expenses, lease liabilities, provisions, deferred income tax liabilities, and minority interests were primarily due to the consolidation of new subsidiaries during the reporting period7071 - Decreases in investment properties, construction in progress, intangible assets, accounts payable, non-current liabilities due within one year, and deferred income were primarily due to subsidiary divestments during the reporting period71 - At the end of the reporting period, restricted assets totaled RMB 93,481,248.78, including bank acceptance bill deposits, pledged fixed assets, and intangible assets71 Analysis of Investment Status The company acquired 51% equity in Suzhou Dianzhong for RMB 76.5 million to enhance industrial synergy, improve core component self-sufficiency, reduce costs, and boost overall profitability. Suzhou Dianzhong contributed RMB 3.1441 million to consolidated profit and loss and RMB 2.0735 million to net profit attributable to shareholders from May-June 2025 - The company acquired 51% equity in Suzhou Dianzhong for a transaction price of RMB 76.5 million, aiming to enhance industrial synergy, achieve cost reduction and efficiency improvement, increase technological content, and boost the company's profitability and core competitiveness72 - Suzhou Dianzhong primarily engages in the R&D, production, and manufacturing of fuel injection systems, with high relevance to the company's industrial chain and strong synergistic effects72 Significant Equity Investment Status | Investee Company Name | Main Business | Investment Method | Investment Amount (RMB 10,000) | Shareholding Ratio | Consolidated | Impact on Profit/Loss as of Balance Sheet Date (RMB 10,000) | Disclosure Date | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Suzhou Dianzhong | Fuel injection pumps, etc. | Acquisition | 7,650 | 51% | Yes | 207.35 | March 18, 2025, April 26, 2025 | Significant Asset and Equity Sales On March 17, 2025, the company divested its investment in the controlling subsidiary Xingguang Yulong through capital reduction, no longer holding its shares, and thus Xingguang Yulong is no longer consolidated - The company exited its investment in Xingguang Yulong through capital reduction, no longer holding shares in Xingguang Yulong after the exit76 - Xingguang Yulong is no longer included in the consolidated financial statements76 Analysis of Major Holding and Participating Companies This section lists the financial status and operating results of major subsidiaries including Xingguang Zhenggong, Suzhou Dianzhong, Xingguang Zhiyuan, and Xingguang Manufacturing. During the period, Suzhou Dianzhong was acquired, and Xingguang Yulong was divested Major Subsidiary Financial Information (Unit: RMB 10,000) | Company Name | Company Type | Main Business | Registered Capital | Total Assets | Net Assets | Operating Revenue | Operating Profit | Net Profit | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Xingguang Zhenggong | Subsidiary | Cotton picker R&D, manufacturing | 2,000 | 7,793.05 | -334.34 | 4.21 | -953.55 | -953.55 | | Suzhou Dianzhong | Subsidiary | Fuel injection pumps, etc. | 15,000 | 28,499.52 | 15,406.56 | 2,989.58 | 402.62 | 314.41 | | Xingguang Zhiyuan | Subsidiary | Agricultural science research and experimental development | 4,200 | 10,572.98 | 2,002.35 | 134.81 | -400.36 | -416.93 | | Xingguang Manufacturing | Subsidiary | Structural components | 800 | 7,890.02 | -1,000.55 | 5,792.78 | -329.94 | -332.74 | - During the reporting period, the company exited Xingguang Yulong through capital reduction, and it is no longer included in the consolidated financial statements80 - The company acquired Suzhou Dianzhong through equity acquisition, included it in the consolidated financial statements, and added the fuel pump business80 Information on Structured Entities Controlled by the Company The company controls Xingguang Dingri, an equity investment fund co-established with Beijing Zongheng Jinding Investment Management Co., Ltd. As the primary investor, the company effectively controls its activities and consolidates it into its financial statements - Xingguang Dingri is an equity investment fund jointly established by the company and Beijing Zongheng Jinding Investment Management Co., Ltd., with the purpose of investing in enterprises that align with the company's development strategy80 - The company, as a limited partner and primary investor, subscribed RMB 99.9 million, accounting for 99.90%80 - The company effectively has the power to direct the relevant activities of Xingguang Dingri, controls this structured entity, and includes it in the company's consolidated financial statements80 Other Disclosure Matters The company faces multiple risks including intensified market competition, macroeconomic policy adjustments, product development challenges, financial risks, raw material price fluctuations, asset impairment, product reliability, and talent shortages, requiring continuous attention and mitigation - Risk of intensified market competition: The agricultural machinery industry faces capacity expansion, product homogenization, and low-price competition, which may adversely affect the company's future development81 - Risk of macroeconomic policy adjustments: Agricultural machinery purchase subsidy policies are shifting towards critical weak links; if the company's products cannot adapt to policy requirements, it may significantly and adversely affect new product promotion, sales revenue, and profitability81 - Risk of product development and improvement: The agricultural machinery industry is evolving towards new multi-functional, large-scale high-end, intelligent, and efficient products, and product development involves uncertainties that may affect future profitability82 - Financial risk: Market competition and product line expansion lead to large accounts receivable balances and tight liquidity; failure to collect on time or incur bad debts will negatively impact the company's performance and operations82 - Risk of raw material price fluctuations: Rising steel prices, a major raw material, will increase production costs and affect the company's profitability83 - Risk of asset impairment: Changes in market environment and intensified industry competition may lead to product unsalability and inventory buildup, posing inventory impairment risks83 - Risk of product reliability: New products have not been on the market for long, sales are not large, and product performance and reliability require market testing and continuous improvement; quality issues may damage market reputation83 - Risk of talent shortage: The company has a significant demand for core talents in management, technology R&D, market development, supply chain management, and production management; a lack of talent may adversely affect the company's future development83 Section IV Corporate Governance, Environment, and Society This section covers changes in the company's governance structure, including director and senior management appointments, profit distribution plans, and the impact of employee incentive schemes Changes in Company Directors, Supervisors, and Senior Management During the reporting period, independent director Wang Fangming resigned, Yang Xuan was elected as a new independent director, and several vice general managers departed, with Fu Guansheng appointed as a new vice general manager Changes in Directors, Supervisors, and Senior Management | Name | Position Held | Change Type | | :--- | :--- | :--- | | Wang Fangming | Independent Director | Resignation | | Yang Xuan | Independent Director | Election | | Zhang Fenfei | Vice General Manager | Resignation | | Liu Tao | Vice General Manager | Resignation | | Tong Bin | Vice General Manager | Resignation | | Jiang Zhengguang | Vice General Manager | Resignation | | Fu Guansheng | Vice General Manager | Appointment | - Wang Fangming resigned as an independent director due to personal reasons, and Yang Xuan was elected as a new independent director after approval by the Board of Directors and the General Meeting of Shareholders85 - Zhang Fenfei, Liu Tao, Tong Bin, and Jiang Zhengguang no longer serve as Vice General Managers due to job reassignments, and Fu Guansheng was appointed as Vice General Manager after approval by the Board of Directors8586 Profit Distribution or Capital Reserve Conversion Plan The company's proposed semi-annual profit distribution or capital reserve conversion plan is "none," meaning no distribution or conversion will occur Semi-Annual Profit Distribution or Capital Reserve Conversion Plan | Whether to Distribute or Convert | No | | :--- | :--- | | Number of Bonus Shares per 10 Shares (shares) | 0 | | Dividend per 10 Shares (RMB) (tax inclusive) | 0 | | Number of Shares Converted from Capital Reserve per 10 Shares (shares) | 0 | Status and Impact of Company's Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures In 2023, the company implemented a restricted stock incentive plan, and during the reporting period, repurchased and canceled 5,236,800 restricted shares due to employee departures and failure to meet company-level performance targets - On April 28, 2023, the company initially granted 17.213 million restricted shares to 113 incentive recipients at a grant price of RMB 4.69 per share89 - On April 28, 2024, due to the company's failure to meet performance targets for the first vesting period of the initial and reserved restricted stock grants, the company repurchased and canceled a total of 6,967,600 restricted shares89 - On April 28, 2025, due to the departure of 2 incentive recipients and the company's failure to meet performance targets for the second vesting period, the company agreed to repurchase and cancel a total of 5,236,800 restricted shares90 Section V Significant Matters This section details significant events, including the fulfillment of commitments, changes related to non-standard audit opinions, major related party transactions, and the status of significant contracts Fulfillment of Commitments The company's controlling shareholder, Zhejiang Liumai, and its controlling entity, Shanghai Zhongzhen Transportation Equipment Co., Ltd., committed to maintaining the listed company's independence in personnel, assets, finance, organization, and business, and to resolving horizontal competition and regulating related party transactions. All commitments were strictly fulfilled during the reporting period - The controlling shareholder committed to ensuring the listed company's independence in personnel, assets, finance, organization, and business, and to strictly comply with CSRC regulations on listed company independence93 - The controlling shareholder committed to resolving horizontal competition, ensuring not to directly or indirectly engage in businesses that constitute horizontal competition with Xingguang Agricultural Machinery93 - The controlling shareholder committed to regulating related party transactions with Xingguang Agricultural Machinery, adhering to principles of market openness, fairness, and impartiality, conducting transactions at fair and reasonable market prices, and fulfilling decision-making procedures and information disclosure obligations94 Changes and Handling of Matters Related to Non-Standard Audit Opinion in Prior Year's Annual Report The company's 2024 financial statements received a qualified audit opinion regarding 2023 cotton harvesting agricultural services revenue recognition. A self-inspection team has been formed for on-site verification, with a special report planned - Shanghai Certified Public Accountants issued a qualified audit report on the company's 2024 financial statements95 - The qualified opinion primarily concerned the RMB 60.1 million revenue from cotton harvesting agricultural services recognized using the gross method in 2023; auditors had not obtained sufficient evidence to confirm the company's role as a principal in the transaction, making it uncertain whether adjustment to the net method was required95 - The company's Board of Directors and management attach great importance to this, have formed a self-inspection team to conduct on-site verification with the auditors, and plan to issue a special report for implementation95 Significant Related Party Transactions For 2025, the company anticipates RMB 395 million in daily related party transactions with Xingguang Agriculture and Zhongcheng Industrial and its controlled entities, with some transactions already occurred. The acquisition of 51% equity in Suzhou Dianzhong, a related party transaction, has been completed, making it a controlling subsidiary - The company expects to conduct daily related party transactions totaling RMB 10 million with Xingguang Agriculture and RMB 385 million with Zhongcheng Industrial and its controlled entities in 2025, for a total of RMB 395 million97 - As of the end of the reporting period, the company had actual transactions of RMB 0.4571 million with Xingguang Agriculture and RMB 71.9884 million with Zhongcheng Industrial and its controlled entities97 - The company acquired 51% equity in Suzhou Dianzhong from Starship Development Co., Ltd. for a transaction price of RMB 76.5 million; this was a related party transaction, and Suzhou Dianzhong has become a controlling subsidiary included in the consolidated financial statements98 Significant Contracts and Their Performance During the reporting period, the company provided supply chain financing guarantees for non-related dealers, with an actual outstanding guarantee amount of RMB 11.66 million at period-end. Total guarantees for subsidiaries amounted to RMB 49.9 million, representing 21.43% of the company's net assets - The company provides joint and several liability guarantees for qualified non-related dealers to obtain supply chain financing from designated banks, with a maximum guarantee amount of RMB 50 million101 - As of June 30, 2025, the company had actually provided guarantees totaling RMB 11.66 million for dealers101 Company Total Guarantee Status | Indicator | Amount (RMB 10,000) | | :--- | :--- | | Total Guarantees Issued During the Reporting Period (excluding guarantees for subsidiaries) | 55 | | Total Guarantee Balance at Period-End (A) (excluding guarantees for subsidiaries) | 1,166 | | Total Guarantees Issued for Subsidiaries During the Reporting Period | 2,090 | | Total Guarantee Balance for Subsidiaries at Period-End (B) | 4,990 | | Total Guarantees (A+B) | 6,156 | | Ratio of Total Guarantees to Company Net Assets (%) | 21.43 | | Debt Guarantee Amount Provided Directly or Indirectly for Guaranteed Parties with Debt-to-Asset Ratio Exceeding 70% (D) | 3,400 | Section VI Share Changes and Shareholder Information This section details changes in the company's share capital and provides an overview of its shareholder structure, including major shareholders and their voting rights Changes in Share Capital During the reporting period, there were no changes in the company's total share capital or share structure - During the reporting period, there were no changes in the company's total share capital or share structure107 Shareholder Information As of the reporting period end, the company had 19,727 common shareholders. Xingguang Agricultural Science Holding Group Co., Ltd. held the largest stake at 16.32%. Some shareholders signed voting rights waiver agreements, and some had related party or concerted action relationships Total Number of Shareholders | Indicator | Quantity | | :--- | :--- | | Total Number of Common Shareholders at Period-End (households) | 19,727 | | Total Number of Preferred Shareholders with Restored Voting Rights at Period-End (households) | 0 | Top Ten Shareholders' Shareholding | Shareholder Name | Number of Shares Held at Period-End (shares) | Percentage (%) | Share Status | Quantity (shares) | | :--- | :--- | :--- | :--- | :--- | | Xingguang Agricultural Science Holding Group Co., Ltd. | 44,149,832 | 16.32 | Pledged | 30,904,882 | | Huzhou Xinjia Yuan Investment Management Co., Ltd. | 27,373,250 | 10.12 | None | 0 | | Zhang Shenqiang | 23,704,200 | 8.76 | None | 0 | | Li Weihong | 19,365,000 | 7.16 | None | 0 | | Qian Juhua | 16,403,400 | 6.07 | None | 0 | | Huzhou Nanxun Zhongxing Industrial Development Co., Ltd. | 13,249,000 | 4.90 | None | 0 | | Kunlun Huicheng Group Co., Ltd. | 2,642,000 | 0.98 | None | 0 | | Xu Lirong | 2,000,200 | 0.74 | None | 0 | | BARCLAYS BANK PLC | 1,616,808 | 0.60 | None | 0 | | UBS AG | 1,582,180 | 0.59 | None | 0 | - Zhang Shenqiang, Xinjia Yuan, and Xingguang Agricultural Science signed a "Voting Rights Waiver Agreement"; Zhang Shenqiang and Xinjia Yuan have irrevocably waived their voting rights for all company shares they hold (currently 51,077,450 shares, accounting for 18.88% of the listed company's current total shares)112 - Among the top ten shareholders, Xingguang Agricultural Science is the controlling shareholder, while Xinjia Yuan, Zhang Shenqiang, and Qian Juhua are parties acting in concert112 Section VII Bond-Related Information This section confirms that the company has no outstanding corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments during the reporting period Corporate Bonds (Including Enterprise 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 Convertible Corporate Bonds During the reporting period, the company had no convertible corporate bonds Section VIII Financial Report This section presents the company's comprehensive financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in equity, along with detailed notes on accounting policies and financial items Financial Statements This section 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 presenting its financial position, operating results, and cash flow Consolidated Balance Sheet As of June 30, 2025, consolidated total assets were RMB 1,069,609,639.62, a 7.87% decrease from the prior year-end; consolidated total liabilities were RMB 782,349,749.83, a 10.81% decrease; and equity attributable to parent company owners was RMB 199,691,439.05, an 18.07% decrease Consolidated Balance Sheet Key Data (Period-End) | Item | June 30, 2025 (RMB) | December 31, 2024 (RMB) | | :--- | :--- | :--- | | Total Assets | 1,069,609,639.62 | 1,160,993,983.43 | | Total Liabilities | 782,349,749.83 | 877,153,535.70 | | Total Equity Attributable to Parent Company Owners | 199,691,439.05 | 243,742,828.45 | | Minority Interests | 87,568,450.74 | 40,097,619.28 | | Total Owners' Equity | 287,259,889.79 | 283,840,447.73 | Consolidated Income Statement For January-June 2025, consolidated total operating revenue was RMB 155,057,948.77, a 59.82% year-on-year increase. Total profit was RMB -22,008,901.31, net profit was RMB -43,962,440.86, and net profit attributable to parent company shareholders was RMB -40,933,945.08, all showing reduced losses compared to the prior year Consolidated Income Statement Key Data (Current Period) | Item | 2025 H1 (RMB) | 2024 H1 (RMB) | | :--- | :--- | :--- | | Total Operating Revenue | 155,057,948.77 | 97,017,655.19 | | Total Operating Costs | 215,069,789.04 | 167,713,374.51 | | Total Profit | -22,008,901.31 | -53,767,834.71 | | Net Profit | -43,962,440.86 | -54,482,635.75 | | Net Profit Attributable to Parent Company Shareholders | -40,933,945.08 | -48,946,257.54 | | Basic Earnings Per Share (RMB/share) | -0.1514 | -0.1883 | Consolidated Cash Flow Statement For January-June 2025, net cash flow from operating activities was RMB -38,057,639.02, a reduced loss year-on-year. Net cash flow from investing activities turned positive at RMB 11,183,299.05. Net cash flow from financing activities increased by 36.70% to RMB 94,276,524.18 Consolidated Cash Flow Statement Key Data (Current Period) | Item | 2025 H1 (RMB) | 2024 H1 (RMB) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -38,057,639.02 | -78,802,668.95 | | Net Cash Flow from Investing Activities | 11,183,299.05 | -4,416,334.70 | | Net Cash Flow from Financing Activities | 94,276,524.18 | 68,967,290.70 | | Net Increase in Cash and Cash Equivalents | 67,401,778.00 | -14,251,531.43 | | Cash and Cash Equivalents at Period-End | 96,115,246.55 | 53,651,995.09 | Company Basic Information Established in 2004, Xingguang Agricultural Machinery Co., Ltd. is an integrated agricultural machinery manufacturer with R&D, manufacturing, sales, and service capabilities, holding numerous patents and research platforms, offering comprehensive solutions for agricultural circular and green economies - Xingguang Agricultural Machinery Co., Ltd., established in 2004, is a national high-tech enterprise with a registered capital of RMB 270,451,400145 - The company has established multiple research platforms, including an enterprise research institute, industrial technology alliance, academician expert workstation, and postdoctoral workstation, holding over 200 national patents, including more than 70 invention patents145 - Main products include combine harvesters, tractors, cotton pickers, and dryers, providing comprehensive solutions for the agricultural circular economy and green economy, with products sold nationwide and exported overseas145 Basis of Financial Statement Preparation These financial statements are prepared on a going concern basis, in accordance with enterprise accounting standards and significant accounting policies and estimates, reflecting actual transactions. The company has the ability to continue as a going concern for at least 12 months from the reporting period end - These financial statements are prepared on a going concern basis, in accordance with enterprise accounting standards and relevant regulations, and based on significant accounting policies and estimates, reflecting actual transactions146 - The company has the ability to continue as a going concern for at least 12 months from the end of the reporting period, with no significant matters affecting its going concern ability147 Significant Accounting Policies and Accounting Estimates This section details the company's compliance with enterprise accounting standards, accounting period, operating cycle, functional currency, materiality criteria, and various significant accounting policies and estimates, including business combinations, consolidated financial statements, financial instruments, notes receivable, accounts receivable, inventories, long-term equity investments, fixed assets, intangible assets, employee compensation, provisions, share-based payments, revenue, and government grants - The financial statements prepared by the company comply with enterprise accounting standards, truthfully and completely reflecting the company's financial position, operating results, changes in shareholders' equity, and cash flows148 - The company identifies individual accounts receivable, prepayments, construction in progress, accounts payable, other payables, contract liabilities, provisions, and investing cash flow items exceeding RMB 2 million as significant items152 - For financial assets such as notes receivable, accounts receivable, and other receivables, the company uses the expected credit loss model to accrue bad debt provisions, and determines expected credit loss rates based on aging173177182 - Inventories are measured at the lower of cost and net realizable value, with inventory impairment provisions accrued based on aging combinations; inventories older than 3 years are fully impaired185188 - Fixed assets are depreciated using the straight-line method; buildings and structures over 20 years, machinery and equipment over 3-10 years, transportation vehicles over 3 years, and electronic and other equipment over 3-5 years204 - For intangible assets, land use rights are amortized over 40 or 50 years, and patent rights and software over 10 years208 - Revenue recognition principle is to recognize revenue when the customer obtains control of the related goods, and
星光农机(603789) - 2025 Q2 - 季度财报