新疆新鑫矿业(03833) - 2025 - 中期财报

Company Information This section provides an overview of the company's governance structure, including board and committee members, and essential registration details Board of Directors and Supervisory Board Members This section lists the company's Board of Directors and Supervisory Board members, along with changes, noting the Supervisory Board's abolition on June 27, 2025 - Executive Director Li Jiangping was appointed on August 29, 2025. Non-executive Director Chen Yin was appointed Chairman on August 2, 2025, while Qi Xinhui resigned as Chairman on the same day and as Director on August 29, 2025[3] - The company abolished the Supervisory Board and revised its Articles of Association on June 27, 2025, with the Board's Audit Committee assuming the Supervisory Board's functions as stipulated by the Company Law from that date[4][75] Committee Composition This section details the composition and key personnel changes of the company's Audit Committee, Remuneration and Appraisal Committee, Nomination Committee, and Strategy and Sustainable Development (ESG) Committee - The Audit Committee comprises Hu Benyuan (Chairman), Hu Chengye, and Li Daowei[3] - The Chairman of the Strategy and Sustainable Development (ESG) Committee changed from Qi Xinhui (resigned on August 29, 2025) to Chen Yin (appointed on August 29, 2025)[4] Company Basic Information This section provides the company's authorized representatives, registered office, principal place of business, legal counsel, auditor, H-share registrar, public relations contact, website, and stock code - Authorized representatives include Chen Yin (appointed May 9, 2025, resigned August 29, 2025), Qi Xinhui (resigned May 9, 2025), Li Jiangping (appointed August 29, 2025), Lin Zhaorong, and Li Dawei (alternates)[6] - The company's legal address and principal place of business in China are at No. 501 Ronghe South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang, while its Hong Kong registered office is on the 9th Floor, The Center, 99 Queen's Road Central, Central, Hong Kong[6] - The company's stock code is 3833, and its website is kunlun.wsfg.hk[6] Company Performance This section presents the unaudited consolidated operating results for the six months ended June 30, 2025, highlighting a 4.9% increase in revenue but a 50.2% decrease in net profit attributable to shareholders Overall Performance This section reports the unaudited consolidated operating results for the six months ended June 30, 2025, showing a 4.9% year-on-year increase in revenue but a significant 50.2% decrease in net profit attributable to shareholders, mainly due to lower average selling prices of electrolytic nickel and increased production costs 2025 H1 Consolidated Operating Results Overview | Indicator | 2025 H1 (RMB million) | 2024 H1 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Consolidated Operating Revenue | 1,117.9 | 1,065.4 | +4.9% | | Net Profit Attributable to Company Shareholders | 71.6 | 144.0 | -50.2% | | Basic Earnings Per Share | 0.032 | 0.065 | -50.8% | - The significant decrease in net profit was primarily due to: (1) a year-on-year decrease of approximately 10.9% in the average selling price of electrolytic nickel (excluding tax) (from RMB 124,230/tonne to RMB 110,688/tonne); and (2) increased production costs, mainly from using externally purchased nickel concentrate in production[7] Dividend Policy and Business Combinations The Board does not recommend an interim dividend for 2025, and the Group completed the acquisition of Huaou Mining's equity in June 2025, which constituted a business combination under common control, leading to restatement of 2024 consolidated financial statements - The Board does not recommend an interim dividend for 2025[9] - The Group completed the acquisition of Huaou Mining's equity in June 2025, which constituted a business combination under common control, leading to the restatement of the 2024 consolidated financial statements[9] Resources and Reserves This section provides estimated resource and reserve data for the company's nickel-copper, vanadium, and fluorite mines as of June 30, 2025 Nickel-Copper Ore Resources and Reserves This section presents the estimated resource and reserve data for the company's four wholly-owned nickel-copper mines (Karatongke, Huangshandong, Huangshan, and Xiangshan) as of June 30, 2025 Nickel-Copper Ore Resources and Reserves as of June 30, 2025 | Mining Area | Ore Volume (tonnes) | Copper Grade (%) | Nickel Grade (%) | Copper Metal Volume (tonnes) | Nickel Metal Volume (tonnes) | | :--- | :--- | :--- | :--- | :--- | :--- | | Resources | | | | | | | Karatongke Nickel-Copper Mine | 26,421,659 | 0.98 | 0.56 | 258,023 | 147,046 | | Huangshandong, Huangshan, Xiangshan Nickel-Copper Mines | 62,291,299 | 0.29 | 0.46 | 180,521 | 287,419 | | Total Resources | 88,712,958 | | | 438,544 | 434,465 | | Reserves | | | | | | | Karatongke Nickel-Copper Mine | 16,404,590 | 1.03 | 0.62 | 169,414 | 102,510 | | Huangshandong, Huangshan, Xiangshan Nickel-Copper Mines | 24,666,007 | 0.31 | 0.50 | 77,399 | 124,312 | | Total Reserves | 41,070,597 | | | 246,813 | 226,822 | Vanadium Ore Resources This section presents the estimated resource data for the company's two vanadium mines (Xianghejie and Mujiahe) as of June 30, 2025, and updates on exploration permit validity Vanadium Ore Resources as of June 30, 2025 | Mining Area | Ore Volume (tonnes) | V2O5 Grade (%) | V2O5 Volume (tonnes) | | :--- | :--- | :--- | :--- | | Xianghejie Vanadium Mine | 10,159,400 | 0.95 | 96,300 | | Mujiahe Vanadium Mine | 16,410,100 | 0.89 | 146,015 | | Total Resources | 26,569,500 | | 242,315 | - The exploration permit for Mujiahe Vanadium Mine has been extended from January 14, 2025, to January 14, 2030; the application for Xianghejie Vanadium Mine's exploration permit is still pending[12] Fluorite Ore Resources and Reserves This section presents the estimated resource and reserve data for the company's Karqiar Fluorite Mine as of June 30, 2025 Karqiar Fluorite Ore Resources and Reserves as of June 30, 2025 | Indicator | Ore Volume (tonnes) | CaF2 Grade (%) | CaF2 Volume (tonnes) | | :--- | :--- | :--- | :--- | | Resources | 61,936,000 | 32.95 | 20,409,000 | | Reserves | 24,787,000 | 28.60 | 7,094,000 | Management Discussion and Analysis This section provides a comprehensive review of the company's market performance, business operations, financial results, risk management, and future strategies Market Review This section reviews the market price trends of major international and domestic metals (electrolytic nickel, cathode copper) during the reporting period, indicating a decrease in electrolytic nickel prices and an increase in cathode copper prices Major Metal Price Changes (Period vs. Prior Period) | Indicator | 2025 H1 | 2024 H1 | YoY Change (%) | | :--- | :--- | :--- | :--- | | LME Nickel 3-Month Futures Price (USD/tonne) | 15,574 | 17,750 | -12.3% | | LME Cathode Copper 3-Month Futures Price (USD/tonne) | 9,446 | 9,207 | +2.6% | | Shanghai Futures Exchange Average Nickel Settlement Price (RMB/tonne) | 124,596 | 136,296 | -8.6% | | Shanghai Spot Nickel Average Price (RMB/tonne) | 126,015 | 137,660 | -8.5% | | Shanghai Futures Exchange Average Copper Settlement Price (RMB/tonne) | 77,514 | 74,539 | +4.0% | | Shanghai Spot Copper Average Price (RMB/tonne) | 77,718 | 74,569 | +4.2% | - During the period, domestic price trends for electrolytic nickel and cathode copper were largely consistent with international markets[16] Business Review This section reviews the Group's operating revenue, net profit, production and sales volumes of major products (electrolytic nickel, cathode copper), and average selling prices during the reporting period, noting revenue growth but a decline in net profit and electrolytic nickel selling prices 2025 H1 Key Operating Data | Indicator | 2025 H1 | 2024 H1 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue (RMB million) | 1,117.9 | 1,065.4 | +4.9% | | Net Profit (RMB million) | 68.0 | 130.1 | -47.8% | | Net Profit Attributable to Company Shareholders (RMB million) | 71.6 | 144.0 | -50.2% | | Electrolytic Nickel Production (tonnes) | 6,030 | 4,757 | +26.7% | | Cathode Copper Production (tonnes) | 3,815 | 4,102 | -7.0% | | Electrolytic Nickel Sales (tonnes) | 5,672 | 4,378 | +29.6% | | Cathode Copper Sales (tonnes) | 4,559 | 3,008 | +51.6% | | Electrolytic Nickel Average Selling Price (RMB/tonne, excl. tax) | 110,688 | 124,230 | -10.9% | | Cathode Copper Average Selling Price (RMB/tonne, excl. tax) | 69,243 | 69,407 | -0.2% | Outlook and Strategies The company plans to increase production in H2 2025, setting targets for electrolytic nickel and cathode copper, while strengthening market research, implementing flexible marketing strategies, and upgrading production processes to adapt to industry changes and enhance economic efficiency - In H2 2025, the Group plans to produce 12,000 tonnes of electrolytic nickel and 9,900 tonnes of cathode copper[18] - The Group will strengthen analysis of international and domestic price trends for electrolytic nickel and cathode copper, implementing more flexible and proactive marketing strategies to achieve higher product selling prices[18] - The Group is committed to upgrading major production processes, tapping internal potential, striving to increase production and revenue, strictly controlling non-production expenses, further reducing production costs and expenses, and continuously improving the Group's economic efficiency, management level, and overall operational efficiency[18] Mineral Exploration, Mining Development, and Ore Extraction Activities This section details the company's specific activities and related expenditures in mineral exploration, mining development, and ore extraction during the reporting period - During the period, the Group's expenditures on mineral exploration activities totaled approximately RMB 4.1 million[19] - During the period, the Group's expenditures on mining development activities totaled approximately RMB 31.1 million[20] - During the period, Karatongke Mining produced 570,133 tonnes of ore, and Xinjiang Yakesi and Hami Jubao produced 667,412 tonnes of ore, with total ore extraction business expenses of approximately RMB 88.3 million[22] Financial Review and Analysis This section provides a detailed analysis of the Group's turnover, gross profit, expenses, investment income, financial position, liquidity, and financial resources, noting increased turnover but decreased gross profit and margin, increased net finance costs and investment income, a stable balance sheet, but significantly higher net debt and gearing ratio due to increased borrowings Sales Details by Product (Six Months Ended June 30, 2025) | Product Name | Sales Volume (tonnes) | Amount (RMB thousand) | % of Main Business Revenue | | :--- | :--- | :--- | :--- | | Electrolytic Nickel | 5,672 | 627,861 | 57.1 | | Cathode Copper | 4,559 | 315,691 | 28.7 | | Copper Concentrate | 3,764 | 67,951 | 6.2 | | Other Products | – | 88,955 | 8.0 | | Total Main Business Revenue | – | 1,100,458 | 100 | | Fair Value Change Gain/Loss | – | (3,247) | – | | Main Business Cost | – | (866,677) | 78.8 | | Gross Profit/Gross Profit Margin | – | 230,534 / 21.0% | | - Main business gross profit was RMB 230.5 million, a decrease of approximately RMB 92.8 million from the prior period; the main business gross profit margin was approximately 21.0%, a decrease of approximately 9.2 percentage points from the prior period[25] Liquidity and Financial Resources Overview | Indicator | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Total Cash and Cash Equivalents | 547.0 | 582.4 | | Total Borrowings | 1,966.2 | 764.0 | | Net Debt | 1,419.2 | 181.6 | | Gearing Ratio | 18.6% | 2.5% | Risk Management This section outlines the company's main risks, including commodity price fluctuations, exchange rate volatility, environmental policy changes, and interest rate risk, along with strategies adopted to mitigate them - The Group's product prices are affected by international and domestic market prices, global supply and demand changes, economic cycles, and currency market fluctuations, which may significantly impact turnover and comprehensive income[34] - Fluctuations in the RMB against a basket of currencies may affect international and domestic commodity prices and adversely impact net assets, profits, and dividends when converted or translated into HKD[35] - Interest rate risk primarily arises from bank borrowings; as of June 30, 2025, the Group's interest-bearing debt mainly consisted of RMB-denominated floating-rate borrowings, totaling RMB 1,965.3 million[38] Purchase, Sale or Redemption of the Company's Listed Securities During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[39] Pledge of Assets As of June 30, 2025, the Group had no pledged or charged assets - As of June 30, 2025, the Group had no pledged or charged assets[40] Contingent Liabilities Except for specific matters disclosed in the notes to the financial statements, the Group had no other significant contingent liabilities as of June 30, 2025 - Except for those disclosed in Notes X, 2(4) and XIII to the Group's unaudited consolidated interim financial statements, the Group had no other significant contingent liabilities as of June 30, 2025[41] Major Acquisitions and Disposals During the reporting period, the company completed the acquisition of a 51% equity interest in Huaou Mining, making it a non-wholly-owned subsidiary, with no other major acquisitions or disposals by the Group - On February 14, 2025, the company entered into an equity transfer agreement with Nonferrous Group and Huaou Mining to acquire a 51% equity interest in Huaou Mining for approximately RMB 1,098.08 million[42] - The transaction was completed on June 12, 2025, and Huaou Mining became a non-wholly-owned subsidiary of the company[42] - Apart from the aforementioned acquisition, the Group had no other major acquisitions or disposals[43] Events After the Balance Sheet Date After the balance sheet date, the company signed an agreement with Sichuan Aokai to acquire a 2.4167% equity interest in Zhongxin Mining for zero consideration, making it a wholly-owned subsidiary - On June 26, 2025, the Group signed an agreement with Sichuan Aokai Investment Development Co., Ltd., agreeing to transfer Sichuan Aokai's 2.4167% equity interest in Xinjiang Zhongxin Mining Co., Ltd. to the Group for zero consideration[44] - The industrial and commercial change registration for this transaction was completed on August 14, 2025, making Zhongxin Mining a wholly-owned subsidiary of the Group[44] Historical Capital Expenditures This section presents the Group's capital expenditures by business segment during the reporting period, with Huaou Mining's mining and beneficiation construction projects, beneficiation, and related businesses accounting for 73.9% of the total Capital Expenditures for the Six Months Ended June 30, 2025 | Business Segment | Amount (RMB thousand) | % of Total | | :--- | :--- | :--- | | Karatongke Mining's mining, beneficiation, smelting, and related businesses | 31,218 | 6.4% | | Fukang Smelter's refining and related businesses | 60,260 | 12.3% | | Xinjiang Yakesi's mining and beneficiation businesses | 36,467 | 7.4% | | Huaou Mining's mining and beneficiation construction projects, beneficiation, and related businesses | 362,678 | 73.9% | | Total | 490,623 | 100% | Group's Plans for Major Investments or Capital Asset Acquisitions in H2 2025 The company plans multiple investments in H2 2025 for Karatongke Mining, Fukang Smelter, Xinjiang Yakesi, and Huaou Mining to enhance production capacity, improve automation, and advance construction projects, with a total planned investment of approximately RMB 547.3 million - Karatongke Mining plans to invest approximately RMB 123.2 million to improve its daily mining capacity of 3,400 tonnes, daily beneficiation capacity of 3,000 tonnes, annual production of water-quenched metallized high-grade nickel matte with 8,000 tonnes of nickel metal, and automation, process optimization, and production capacity enhancement projects[47] - Fukang Smelter plans to invest approximately RMB 137.9 million to improve supporting facilities for electrolytic nickel and cathode copper refining capacity, as well as automation, process optimization, and production capacity enhancement projects[47] - Huaou Mining's mining and beneficiation construction projects, beneficiation, and related projects plan to invest approximately RMB 237.3 million; all planned funds will be financed by the Group's internal operating capital[49][51] Commitments The Group's commitments as of June 30, 2025, are disclosed in Note XIII to the unaudited consolidated interim financial statements - The Group's commitments as of June 30, 2025, are disclosed in Note XIII to the unaudited consolidated interim financial statements[53] Directors' Interests This section details the contractual interests of directors and supervisors, their interests and short positions in shares, underlying shares, and debentures, and the share appreciation rights incentive scheme Directors' and Supervisors' Contractual Interests As of June 30, 2025, no director or supervisor of the company had any direct or indirect material interest in any contract significant to the Group's business entered into by the company, its holding company, its subsidiaries, or any fellow subsidiaries during the period - As of June 30, 2025, no director or supervisor of the company had any direct or indirect material interest in any contract significant to the Group's business entered into by the company, its holding company, its subsidiaries, or any fellow subsidiaries during the period[55] Directors' and Supervisors' Interests and Short Positions in Shares, Underlying Shares and Debentures This section discloses the long positions held by Mr. Zhou Chuanyou, a director, in the company's shares and underlying shares as of June 30, 2025 Director Zhou Chuanyou's Long Positions in Company Shares or Underlying Shares as of June 30, 2025 | Director/Supervisor | Personal Interest | Corporate Interest | Total Interest | Share Class | % of Relevant Share Class | % of Total Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zhou Chuanyou | | 480,924,000 | 345,924,000 | Domestic Shares | 27.47% | 15.65% | | | | | 135,000,000 | H Shares | 14.20% | 6.11% | - Mr. Zhou Chuanyou beneficially owns all equity or share capital interests in Shanghai Yilian Mining Energy Industrial Co., Ltd. and Zhongjin Investment (Group) Co., Ltd[56][57] Share Appreciation Rights Incentive Scheme The company adopted a Share Appreciation Rights Incentive Scheme on October 29, 2021, granting 63,500,000 share appreciation rights to 150 grantees; as of June 30, 2025, the number of grantees was adjusted to 96, with 34,685,000 effective rights, and an exercise price of HKD 1.31 per right - On October 29, 2021, the company adopted the "Xinjiang Xinxin Mining Co., Ltd. 2021 H-share Share Appreciation Rights Incentive Scheme," granting 63,500,000 share appreciation rights to 150 senior and middle management personnel and other core employees, with an exercise price of HKD 1.58 per right[59] - As of June 30, 2025, the number of grantees under the incentive scheme was adjusted from 118 to 96, and the number of effective rights was adjusted from 43,955,000 to 34,685,000[61] - The adjusted exercise price is HKD 1.31 per right, and the remaining term of the share appreciation rights contract is until October 29, 2026[61] Rights of Directors and Supervisors to Purchase Shares or Debentures Except as disclosed, no director or supervisor of the company, or their respective spouses or minor children, were granted or exercised any rights to acquire benefits by acquiring shares or debentures of the company during the period - Except as disclosed above, no director or supervisor of the company, or their respective spouses or minor children, were granted or exercised any rights to acquire benefits by acquiring shares or debentures of the company during the period[64] Share Capital and Dividends This section outlines the company's share capital structure, including domestic and H-shares, and its dividend policy Share Capital This section discloses the company's share capital structure as of June 30, 2025, including the number of issued domestic and H-shares, their percentage of total share capital, and par value Share Capital Structure as of June 30, 2025 | Share Class | Number of Issued Shares | % of Share Capital | Par Value (RMB thousand) | | :--- | :--- | :--- | :--- | | Domestic Shares of RMB 0.25 each | 1,259,420,000 | 56.99 | 314,855 | | H Shares of RMB 0.25 each | 950,580,000 | 43.01 | 237,645 | | Total | 2,210,000,000 | 100.00 | 552,500 | - The company's par value per share is RMB 0.25, with a total share capital of RMB 552,500,000.00; there was no increase or decrease in the company's share capital as of June 30, 2025[65][121] Share Interests of Substantial Shareholders and Other Persons This section lists the share interests held by substantial shareholders and other persons in the company's shares or underlying shares as of June 30, 2025 Share Interests of Substantial Shareholders as of June 30, 2025 | Name | Number of Shares Held | Share Class | Approximate % of Relevant Share Class | Approximate % of Total Share Capital | | :--- | :--- | :--- | :--- | :--- | | Xinjiang Nonferrous Metals Industry (Group) Co., Ltd. | 885,204,000 (L) | Domestic Shares | 70.29 | 40.06 | | Shanghai Yilian | 282,896,000 (L) | Domestic Shares | 22.46 | 12.80 | | Zhongjin Investment | 63,028,000 (L) | Domestic Shares | 5.00 | 2.85 | | Zhongjin Investment | 135,000,000 (L) | H Shares | 14.20 | 6.11 | | Zijin Mining Group Co., Ltd. | 59,444,000 (L) | H Shares | 6.25 | 2.69 | | Zijin Mining Group (Xiamen) Investment Co., Ltd. | 56,580,000 (L) | H Shares | 5.95 | 2.56 | - Mr. Zhou Chuanyou beneficially owns all equity or share capital interests in Shanghai Yilian and Zhongjin Investment; Zijin Mining beneficially owns all equity or share capital interests in Zijin Mining (Xiamen) and Jinshan (Hong Kong) International Mining Co., Ltd[68] Dividends The Board does not recommend the payment of any interim dividend for 2025 - The Board does not recommend the payment of any interim dividend for 2025 (no interim dividend was paid in 2024)[69] Employees and Benefits This section provides an overview of the Group's employee headcount, functional distribution, remuneration, and social insurance contributions Employee Headcount and Functional Distribution As of June 30, 2025, the Group had a total of 1,730 employees, primarily distributed across production, maintenance, engineering technology, and management administration departments Employee Headcount and Functional Distribution as of June 30, 2025 | Department | Employee Headcount | % of Total Headcount | | :--- | :--- | :--- | | Management and Administration | 149 | 8.61% | | Engineering Technicians | 170 | 9.83% | | Production Personnel | 1,133 | 65.49% | | Maintenance and Repair | 209 | 12.08% | | Inspection | 60 | 3.47% | | Sales | 9 | 0.52% | | Total Headcount | 1,730 | 100% | Employee Remuneration and Social Insurance The company provides employees with a remuneration package including wages, bonuses, and allowances, and participates in local government social insurance contribution schemes in China, paying various social insurance premiums monthly for employees - The Group's employee remuneration package includes wages, bonuses, and allowances; the Group participates in social insurance contribution schemes implemented by local governments in China[70] - The Group is required to pay monthly social insurance premiums for employees, including endowment insurance (16%), medical insurance (6.5% to 8%), unemployment insurance (0.5%), housing provident fund (12%), enterprise annuity (8%), and work-related injury insurance (1.04% to 2.85%)[70] Corporate Governance This section outlines the company's commitment to high corporate governance standards, compliance with the Corporate Governance Code, and the operations of its Board of Directors, Supervisory Board, and Audit Committee Compliance with Corporate Governance Code The company is committed to achieving and maintaining high corporate governance standards and fully complied with all code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules during the period - The company fully complied with all code provisions of the Corporate Governance Code ("Corporate Governance Code") set out in Appendix C1 of the Listing Rules during the period[73] Board of Directors and Supervisory Board Operations The Board of Directors, comprising nine directors, held 3 meetings during the period, while the Supervisory Board, comprising five supervisors, held 2 meetings; effective June 27, 2025, the company's Board Audit Committee assumed the functions of the Supervisory Board as stipulated by the Company Law, and the Supervisory Board was abolished - The Board of Directors currently comprises nine directors, including one executive director, four non-executive directors, three independent non-executive directors, and one employee representative director; the Board held 3 meetings during the period (attendance rate 89%)[74] - The company's Supervisory Board comprised five supervisors and held 2 meetings during the period (attendance rate 100%)[75] - Approved by the company's 2024 Annual General Meeting, effective June 27, 2025, the company's Board Audit Committee assumed the functions of the Supervisory Board as stipulated by the Company Law, and the company no longer established a Supervisory Board or supervisors[75] Standard Securities Dealing Code for Directors of Listed Issuers The company has adopted the Standard Code as the standard for securities transactions by its directors, supervisors, and senior management, and has complied with it throughout the period - The company has adopted the Standard Code as the standard for securities transactions by its directors, supervisors, and senior management; following specific inquiries to all directors, supervisors, and senior management, all of them have complied with the provisions of the Standard Code throughout the period[76] Audit Committee The Audit Committee serves as a crucial communication bridge for the Board and the Group's auditors, reviewing the effectiveness of external audits and internal controls, assessing risks, and providing advice and recommendations to the Board; the committee has reviewed the Group's unaudited financial results and interim report for the period - The Audit Committee comprises Mr. Hu Chengye, a non-executive director, and Mr. Hu Benyuan and Mr. Li Dawei, two independent non-executive directors, with Mr. Hu Benyuan serving as Chairman[77] - The Audit Committee has reviewed the Group's unaudited financial results and interim report for the period and believes that they comply with relevant accounting standards and that the company has made appropriate disclosures in this report[77] Consolidated and Company Balance Sheets (Unaudited) Unaudited consolidated and company balance sheets as of June 30, 2025, showing total assets of RMB 9.88 billion and total shareholders' equity of RMB 6.20 billion Consolidated Balance Sheet Key Data (As of June 30, 2025) | Item | Amount (RMB) | | :--- | :--- | | Total Current Assets | 2,181,457,938.81 | | Total Non-current Assets | 7,699,205,837.00 | | Total Assets | 9,880,663,775.81 | | Total Current Liabilities | 1,520,328,340.23 | | Total Non-current Liabilities | 2,162,603,268.85 | | Total Liabilities | 3,682,931,609.08 | | Total Equity Attributable to Parent Company Shareholders | 5,443,701,386.15 | | Non-controlling Interests | 754,030,780.58 | | Total Shareholders' Equity | 6,197,732,166.73 | - Compared to December 31, 2024, total consolidated assets increased from RMB 9,644,157,242.55 to RMB 9,880,663,775.81, total liabilities increased from RMB 2,423,330,479.10 to RMB 3,682,931,609.08, and total shareholders' equity decreased from RMB 7,220,826,763.45 to RMB 6,197,732,166.73[78][81] Consolidated and Company Income Statements (Unaudited) Unaudited consolidated and company income statements for H1 2025, showing total operating revenue of RMB 1.12 billion and net profit of RMB 68.0 million Consolidated Income Statement Key Data (Six Months Ended June 30, 2025) | Item | 2025 H1 (RMB) | 2024 H1 (RMB, Restated) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Operating Revenue | 1,117,897,502.64 | 1,065,356,736.99 | +4.93% | | Total Operating Costs | 1,052,091,981.21 | 891,959,207.75 | +17.95% | | Operating Profit | 84,012,161.70 | 172,935,606.86 | -51.42% | | Total Profit | 83,787,970.16 | 173,928,612.29 | -51.82% | | Income Tax Expense | 15,821,324.70 | 43,805,800.26 | -63.88% | | Net Profit | 67,966,645.46 | 130,122,812.03 | -47.77% | | Net Profit Attributable to Parent Company Owners | 71,646,188.34 | 143,957,457.02 | -50.23% | | Basic Earnings Per Share (RMB/share) | 0.032 | 0.065 | -50.77% | - This period involved a business combination under common control, with the acquired entity incurring a net loss of RMB 2,837,715.47 before the combination[84] Consolidated and Company Cash Flow Statements (Unaudited) Unaudited consolidated and company cash flow statements for H1 2025, detailing net cash flows from operating, investing, and financing activities Consolidated Cash Flow Statement Key Data (Six Months Ended June 30, 2025) | Item | 2025 H1 (RMB) | 2024 H1 (RMB, Restated) | Change (RMB) | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 194,249,027.21 | 158,390,443.47 | +35,858,583.74 | | Net Cash Flow from Investing Activities | (324,067,216.94) | (130,006,212.75) | -194,061,004.19 | | Net Cash Flow from Financing Activities | 94,448,895.33 | (13,919,851.11) | +108,368,746.44 | | Net Increase in Cash and Cash Equivalents | (35,369,294.40) | 14,464,379.61 | -49,833,674.01 | | Cash and Cash Equivalents at End of Period | 547,036,529.43 | 498,167,148.99 | +48,869,380.44 | - Net cash inflow from operating activities increased, primarily due to higher sales volumes of the Group's main products, electrolytic nickel and cathode copper, and increased sales revenue compared to the prior period[31] - Net cash outflow from investing activities increased, mainly due to the Group's cash outflow of RMB 321.7 million for the acquisition of fixed assets and long-term assets during the period[31] Consolidated Statement of Changes in Shareholders' Equity (Unaudited) Unaudited consolidated statement of changes in shareholders' equity for H1 2025, showing a decrease in total equity to RMB 6.20 billion Consolidated Shareholders' Equity Changes Key Data (Six Months Ended June 30, 2025) | Item | January 1, 2025 (Restated) (RMB) | June 30, 2025 (RMB) | Change (RMB) | | :--- | :--- | :--- | :--- | | Share Capital | 552,500,000.00 | 552,500,000.00 | 0 | | Capital Reserve | 5,144,151,097.76 | 4,046,388,370.77 | -1,097,762,726.99 | | Special Reserve | 1,300,130.31 | 9,522,925.71 | +8,222,795.40 | | Surplus Reserve | 276,250,000.00 | 276,250,000.00 | 0 | | Retained Earnings | 488,915,211.92 | 559,040,089.67 | +70,124,877.75 | | Total Equity Attributable to Parent Company Shareholders | 6,463,116,439.99 | 5,443,701,386.15 | -1,019,415,053.84 | | Non-controlling Interests | 757,710,323.46 | 754,030,780.58 | -3,679,542.88 | | Total Shareholders' Equity | 7,220,826,763.45 | 6,197,732,166.73 | -1,023,094,596.72 | - Total comprehensive income attributable to parent company shareholders was RMB 71,646,188.34[90] - The decrease in capital reserve was mainly due to the impact of a business combination under common control[90][121][122] Company Statement of Changes in Shareholders' Equity (Unaudited) Unaudited company statement of changes in shareholders' equity for H1 2025, showing a net profit of RMB 37.48 million and decreased total equity Company Shareholders' Equity Changes Key Data (Six Months Ended June 30, 2025) | Item | January 1, 2025 (RMB) | June 30, 2025 (RMB) | Change (RMB) | | :--- | :--- | :--- | :--- | | Share Capital | 552,500,000.00 | 552,500,000.00 | 0 | | Capital Reserve | 4,254,754,857.49 | 4,042,573,230.50 | -212,181,626.99 | | Special Reserve | 1,300,130.31 | 2,959,621.10 | +1,659,490.79 | | Surplus Reserve | 276,250,000.00 | 276,250,000.00 | 0 | | Retained Earnings | 345,807,792.74 | 383,289,176.36 | +37,481,383.62 | | Total Shareholders' Equity | 5,430,612,780.54 | 5,257,572,027.96 | -173,040,752.58 | - The company's net profit was RMB 37,481,383.62[91] - The decrease in capital reserve was mainly due to the impact of a business combination under common control[91][122] Notes to the Financial Statements (Unaudited) This section provides detailed notes to the unaudited financial statements, covering the company's basic information, basis of preparation, significant accounting policies, taxation, major items of consolidated and company financial statements, interests in other entities, financial instruments and risks, fair value disclosure, capital management, related parties and transactions, share-based payments, segment information, commitments and contingencies, and events after the balance sheet date I. Basic Information of the Company This section introduces the establishment background, share capital changes, registered address, headquarters, holding company, and main business scope of Xinjiang Xinxin Mining Co., Ltd - Xinjiang Xinxin Mining Co., Ltd. was jointly established on September 1, 2005, by Xinjiang Nonferrous Metals Industry (Group) Co., Ltd. and six other companies, with Xinjiang Nonferrous Metals Industry (Group) Co., Ltd. being the company's holding company[92] - The company's total share capital is RMB 552,500,000.00, with a par value of RMB 0.25 per share[93][94] - The Group's business scope primarily includes the mining, beneficiation, and smelting of copper, nickel, and vanadium ores, as well as the processing and sale of copper, nickel, and other non-ferrous metals[94] II. Basis of Preparation of Financial Statements This section states that the company's financial statements are prepared in accordance with Chinese Enterprise Accounting Standards and relevant disclosure requirements, on a going concern basis - The Group's financial statements are prepared in accordance with the "Enterprise Accounting Standards" issued by the Ministry of Finance, their application guidelines, interpretations, and other relevant regulations, as well as the disclosure requirements of the China Securities Regulatory Commission's "Reporting Rules for Information Disclosure by Companies Issuing Securities to the Public No. 15 – General Provisions for Financial Reporting" (Revised 2023)[96] - These financial statements are prepared on a going concern basis[98] III. Significant Accounting Policies and Accounting Estimates This section elaborates on the significant accounting policies and estimates followed in preparing the financial statements, including specific treatment methods for financial instruments, inventories, fixed assets, intangible assets, revenue recognition, employee compensation, deferred income tax, and key assumptions in accounting estimates and judgments - The company's 2025 interim financial statements comply with the requirements of Enterprise Accounting Standards, accurately and completely reflecting the consolidated and company financial position as of June 30, 2025, and the consolidated and company operating results and cash flows for the 2025 interim period[100] - Financial assets are classified into three categories based on the business model for managing them and their contractual cash flow characteristics: measured at amortized cost, measured at fair value through other comprehensive income, and measured at fair value through profit or loss[111] - The acquisition of Xinjiang Huaou Mining Co., Ltd. in this period constituted a business combination under common control, and the 2024 consolidated financial statements were restated accordingly[211] IV. Taxation This section lists the main types of taxes and their rates applicable to the Group, including VAT, resource tax, urban maintenance and construction tax, education surcharge, local education surcharge, property tax, land use tax, environmental protection tax, and corporate income tax, detailing the corporate income tax preferential policies for each subsidiary - The company and Xinjiang Yakesi, Hami Jubao, Karatongke Mining, and Xinjiang Huaou Mining Co., Ltd. all enjoy a 15% corporate income tax preferential rate, as they are high-tech enterprises or fall within the encouraged industry catalog[215][216][219] - The applicable VAT output tax rates for the Group's main product sales and leasing businesses are 13% and 9%, respectively, with a simplified levy rate of 5%[218] - Karatongke Mining pays resource tax at 4% of the deemed sales amount for taxable products consumed as mixed concentrate, and 8% for special rich ore[220] V. Notes to Major Items of Consolidated Financial Statements This section provides detailed notes to the major items of the consolidated financial statements, including monetary funds, notes receivable, accounts receivable, inventories, fixed assets, intangible assets, borrowings, payables, employee compensation, taxes and fees, revenue and costs, various expenses, investment income, and cash flows, providing a basis for understanding the specific composition and changes in the consolidated financial statements - As of June 30, 2025, the carrying value of accounts receivable was RMB 277,614,607.74, a significant decrease from RMB 426,307,912.49 as of December 31, 2024[233] - As of June 30, 2025, the carrying value of construction in progress was RMB 1,188,694,727.52, a significant increase from RMB 730,737,155.40 as of December 31, 2024[278][280] - As of June 30, 2025, long-term borrowings were RMB 1,419,796,776.23, a significant increase from RMB 96,000,000.00 as of December 31, 2024[316] VI. Interests in Other Entities This section discloses the Group's interests in subsidiaries and joint ventures, including registration information and shareholding percentages for each subsidiary, key financial information for significant non-wholly-owned subsidiaries, and key financial information for significant joint ventures - The Group owns subsidiaries including Xinjiang Yakesi Resource Development Co., Ltd., Hami Jubao Resource Development Co., Ltd., Xinjiang Zhongxin Mining Co., Ltd., Xinjiang Karatongke Mining Co., Ltd., Shaanxi Xinxin Mining Co., Ltd., Beijing Xinding Shunze High-Tech Co., Ltd., and Xinjiang Huaou Mining Co., Ltd[363] - Xinjiang Mengxi Mining Co., Ltd. was deregistered in April 2025[363][364] - The Group's significant joint venture is Hami Hexin Mining Co., Ltd., with a 50.00% shareholding, accounted for using the equity method, and incurred a net loss of RMB 10,021,463.19 in H1 2025[369][371] VII. Financial Instruments and Their Risks This section describes the market risks (foreign exchange risk, interest rate risk, concentration risk), credit risk, and liquidity risk faced by the Group, along with the policies and measures adopted to manage these risks - The Group's main business is settled in RMB, holds no foreign currency financial assets or liabilities, and has not entered into forward foreign exchange contracts or currency swap agreements[373] - Interest rate risk primarily arises from bank borrowings; as of June 30, 2025, interest-bearing debt totaled RMB 1,965,296,776.23[374] - The Group's revenue mainly comes from the sale of electrolytic nickel, cathode copper, and other tailings, with 71.98% of sales revenue from the top three customers, indicating customer concentration risk[375] VIII. Disclosure of Fair Value This section discloses the Group's assets and liabilities measured at fair value on a recurring basis, and explains the fair value measurement hierarchy and valuation techniques Assets and Liabilities Measured at Fair Value on a Recurring Basis as of June 30, 2025 | Item | Level 1 (RMB) | Level 2 (RMB) | Level 3 (RMB) | Total (RMB) | | :--- | :--- | :--- | :--- | :--- | | Receivables Financing – Notes Receivable | – | 106,418,104.33 | – | 106,418,104.33 | | Total Financial Assets | – | 106,418,104.33 | – | 106,418,104.33 | | Financial Liabilities at Fair Value Through Profit or Loss | 224,737.71 | – | – | 224,737.71 | | Total Financial Liabilities | 224,737.71 | – | – | 224,737.71 | - There were no transfers between Level 1 and Level 2 during this period; for financial instruments not traded in an active market, valuation techniques such as the discounted cash flow model are used to determine fair value[386][387] IX. Capital Management This section outlines the Group's capital management policy objectives: ensuring continuous operation and providing returns to shareholders, while maintaining an optimal capital structure to minimize capital costs; the company monitors its capital through the gearing ratio, setting a target range of 2% to 30% - The Group's capital management policy aims to ensure continuous operation, provide returns to shareholders, and maintain an optimal capital structure to minimize capital costs[391] Gearing Ratio (As of June 30, 2025) | Item | June 30, 2025 (RMB) | December 31, 2024 (RMB) | | :--- | :--- | :--- | | Total Borrowings | 1,966,187,401.20 | 763,999,147.22 | | Less: Cash and Cash Equivalents | 547,036,529.43 | 582,405,823.83 | | Net Debt (a) | 1,419,150,871.77 | 181,593,323.39 | | Shareholders' Equity (b) | 6,197,732,166.73 | 7,220,826,763.45 | | Total Capital (c)=(a)+(b) | 7,616,883,038.50 | 7,402,420,086.84 | | Gearing Ratio (a)/(c) | 18.63% | 2.45% | - For the six months ended June 30, 2025, the Group's strategy was to maintain the gearing ratio between 2% and 30%[391] X. Related Parties and Related Party Transactions This section details the Group's related party relationships, related party transactions (including purchases and sales of goods, provision and acceptance of services, related party leases, related party guarantees), and key management personnel compensation - The company's parent company is Xinjiang Nonferrous Metals Industry (Group) Co., Ltd., with a 40.06% shareholding, and is the ultimate controlling party[392] - In H1 2025, total purchases of goods from related parties amounted to RMB 57,014,984.14, of which RMB 32,110,408.75 was for nickel concentrate purchased from Hexin Mining[398] - The Group provided a guarantee of RMB 25,000,000.00 for Hexin Mining, with a guarantee start date of May 10, 2025, and an expiry date of May 10, 2026[404] XI. Share-based Payments This section outlines the company's share appreciation rights incentive scheme, including adjustments to grantees, number of rights, and exercise price, as well as the fair value determination method for cash-settled share-based payments - On October 29, 2021, the company adopted a share appreciation rights incentive scheme, granting 63,500,000 share appreciation rights to 150 grantees, with an exercise price of HKD 1.58 per right[422] - As of June 30, 2025, the number of grantees was adjusted to 96, with 34,685,000 effective rights, and an exercise price adjusted to HKD 1.31 per right[423] - The fair value of the company's cash-settled share-based payment liabilities is determined using the Black-Scholes-Merton (BSM) model, with key parameters including risk-free interest rate, volatility, and dividend yield[425] XII. Segment Information The Group considers its entire operation as a single operating segment, with all sales, assets, and liabilities located within China; this section also discloses the sales revenue contribution from the top three customers - The Group operates as a single operating segment[426] - For the six months ended June 30, 2025, all of the Group's sales operations were conducted within China, and all of the Group's assets and liabilities were located in China[426] - For the six months ended June 30, 2025, the top three customers accounted for 28%, 25%, and 19% of the Group's sales revenue, respectively[426] XIII. Commitments and Contingencies This section discloses the Group's capital expenditure commitments and contingent matters, including environmental contingencies, insurance coverage, and external guarantees provided - As of June 30, 2025, capital expenditure commitments for houses, buildings, shafts and structures, machinery and equipment, and construction projects amounted to RMB 342,443,036.62[427] - The Group has not incurred significant environmental expenditures in the past and is not currently involved in any environmental incidents, but future changes in environmental remediation regulations could have a significant impact[428] - The Group purchases commercial personal accident insurance for underground employees and commercial insurance for underground mining equipment, but this may not be sufficient to cover potential future losses[429] XIV. Events After the Balance Sheet Date After the balance sheet date, the company completed the acquisition of the remaining 2.4167% equity interest in Zhongxin Mining, making it a wholly-owned subsidiary - On June 26, 2025, the Group signed an agreement with Sichuan Aokai to acquire a 2.4167% equity interest in Zhongxin Mining for zero consideration[431] - The industrial and commercial change registration for this transaction was completed on August 14, 2025, making Zhongxin Mining a wholly-owned subsidiary of the Group[431] XV. Other Significant Matters As of the balance sheet date, the Group had no other significant transactions or important commitments requiring disclosure that would affect investor decisions - As of the balance sheet date, the Group had no other significant transactions or important commitments requiring disclosure that would affect investor decisions[432] XVI. Notes to Major Items of Company Financial Statements This section provides detailed notes to the major items of the parent company's financial statements, including accounts receivable, other receivables, long-term equity investments, operating revenue, operating costs, and investment income - As of June 30, 2025, the carrying value of the parent company's accounts receivable was RMB 270,457,700.66, a significant decrease from RMB 418,862,429.02 as of December 31, 2024[433] - As of June 30, 2025, the carrying value of the parent company's long-term equity investments was RMB 3,391,951,929.26, a significant increase from RMB 2,521,260,287.85 as of December 31, 2024, mainly due to an increase in investment in Xinjiang Huaou Mining Co., Ltd. of RMB 885,581,100.00 during the period[453][454] Parent Company Operating Revenue and Operating Costs (Six Months Ended June 30, 2025) | Item | Revenue (RMB) | Costs (RMB) | | :--- | :--- | :--- | | Main Business | 1,001,002,867.77 | 906,624,714.76 | | Other Businesses | 631,955.12 | 87,677.11 | | Total | 1,001,634,822.89 | 906,712,391.87 | Supplementary Information to Financial Statements (Unaudited) This section provides supplementary unaudited financial information, including details of non-recurring gains and losses and return on net assets and earnings per share 1. Details of Non-recurring Gains and Losses for the Period This section provides a detailed statement of non-recurring gains and losses for the six months ended June 30, 2025, totaling RMB 5,177,950.17, a decrease from the prior period Details of Non-recurring Gains and Losses for the Six Months Ended June 30, 2025 | Item | 2025 H1 (RMB) | 2024 H1 (RMB) | | :--- | :--- | :--- | | Investment income from disposal of financial assets held for trading | – | 117,926.03 | | Government grants recognized in profit or loss | 6,462,846.39 | 12,138,433.75 | | Gains and losses from debt restructuring | – | 161,263.33 | | Other non-operating income and expenses apart from the above | (224,191.54) | 993,005.43 | | Subtotal | 6,238,654.85 | 13,410,628.54 | | Less: Income tax impact | 935,493.63 | 2,017,490.58 | | Impact of non-controlling interests (after tax) | 125,211.05 | 47,707.29 | | Total | 5,177,950.17 | 11,345,430.67 | 2. Return on Net Assets and Earnings Per Share This section provides data on return on net assets and earnings per share for the six months ended June 30, 2025, showing a weighted average return on net assets attributable to ordinary shareholders of the parent company of 1.32% and basic earnings per share of RMB 0.032/share Return on Net Assets and Earnings Per Share (Six Months Ended June 30, 2025) | Indicator | 2025 H1 | 2024 H1 | | :--- | :--- | :--- | | Weighted average return on net assets attributable to ordinary shareholders of the parent company | 1.32% | 2.23% | | Weighted average return on net assets attributable to ordinary shareholders of the parent company after deducting non-recurring gains and losses | 1.22% | 2.05% | | Basic earnings per share attributable to ordinary shareholders of the parent company (RMB/share) | 0.032 | 0.065 | | Basic earnings per share attributable to ordinary shareholders of the parent company after deducting non-recurring gains and losses (RMB/share) | 0.030 | 0.060 |