[Interpretation of Dongfang Fashion's 2025 Semi-Annual Pre-Loss Announcement](index=1&type=section&id=Dongfang%20Fashion%20Driving%20School%20Co.%2C%20Ltd.%202025%20Semi-Annual%20Pre-Loss%20Announcement) This report interprets Dongfang Fashion Driving School's preliminary announcement regarding its significant net loss for the first half of 2025 [Current Period Performance Forecast](index=1&type=section&id=I.%E3%80%81Current%20Period%20Performance%20Forecast) The company expects to record a significant net loss for the first half of 2025, with net profit attributable to shareholders projected between **-126 million yuan and -105 million yuan**, based on preliminary, unaudited figures Estimated Performance (H1 2025) | Performance Indicator | Estimated Amount (RMB) | | :--- | :--- | | Net Profit Attributable to Shareholders of Listed Company | -126 million yuan to -105 million yuan | | Net Profit After Deducting Non-Recurring Gains and Losses | -126 million yuan to -105 million yuan | - The performance forecast period for this announcement is from **January 1, 2025, to June 30, 2025**[4](index=4&type=chunk) - The company explicitly states that the data in this performance forecast is **unaudited by a certified public accountant**[4](index=4&type=chunk) [Comparison with Prior Period Performance](index=1&type=section&id=II.%E3%80%81Prior%20Period%20Performance) Compared to the same period in 2024, the company's loss in the first half of 2025 is expected to significantly widen, from a net loss of **72.71 million yuan** in H1 2024 to a substantially larger projected loss in H1 2025 Prior Period Performance (H1 2024) | Performance Indicator (H1 2024) | Amount (RMB) | | :--- | :--- | | Net Profit Attributable to Shareholders of Listed Company | -72.71 million yuan | | Net Profit After Deducting Non-Recurring Gains and Losses | -72.94 million yuan | | Earnings Per Share | -0.1 yuan | - The projected loss for the first half of 2025 (**-126 million to -105 million yuan**) shows a significant widening trend compared to the loss of **-73 million yuan** in the same period of 2024[3](index=3&type=chunk)[5](index=5&type=chunk) [Analysis of Performance Loss Reasons](index=2&type=section&id=III.%E3%80%81Main%20Reasons%20for%20Current%20Period's%20Estimated%20Loss) The company attributes the expanded loss to declining training enrollment due to macroeconomic and consumption downgrade impacts, coupled with rigid high fixed costs like depreciation and amortization that did not decrease proportionally with revenue - Revenue decline: Affected by the domestic macroeconomic situation and public consumption downgrade, the number of training participants decreased year-on-year in the first half of 2025, leading to **reduced revenue**[7](index=7&type=chunk) - Cost rigidity: The company's business model involves significant upfront asset investment, resulting in a high proportion of fixed costs, primarily depreciation and amortization; despite strict cost control, these fixed costs could not decrease proportionally with revenue, thus **impacting profit**[7](index=7&type=chunk) [Risk Warning and Other Explanations](index=2&type=section&id=IV.%E3%80%81Risk%20Warning) The company emphasizes that this performance forecast is a preliminary, unaudited calculation by the finance department, and final accurate financial data will be subject to the officially disclosed 2025 semi-annual report, advising investors to be aware of investment risks - This performance forecast represents preliminary calculations by the company's finance department based on its professional judgment and has **not yet been audited by a certified public accountant**[8](index=8&type=chunk) - The company advises investors that the specific and accurate financial data will be subject to the officially disclosed 2025 semi-annual report, and **investment risks should be noted**[9](index=9&type=chunk)

关于东方时尚驾驶学校股份有限公司 2024 年年度报告的信息披露监管问询函回复 德皓函字[2025]00000106 号 北 京 德 皓 国 际 会 计 师 事 务 所 (特殊普通合伙 ) Beijing Dehao International Certified Public Accountants (Limited Liability Partnership) 关于东方时尚驾驶学校股份有限公司 2024 年年度报告的信息披露监管问询函回复 德皓函字[2025]00000106 号 上海证券交易所: 《关于东方时尚驾驶学校股份有限公司 2024 年年度报告的信息披露监管问 询函》(上证公函【2025】0785 号，以下简称监管问询函)奉悉。我们已对监管问 询函所提及的东方时尚驾驶学校股份有限公司(以下简称"东方时尚或公司")财务 事项进行了审慎核查，现汇报如下: 问题 1.关于资金占用。2024 年 12 月 19 日，北京证监局对公司作出责令改 正措施，认定公司控股股东及其关联方非经营性占用公司资金，并要求所有占 用资金应在收到决定书之日起六个月内归还。年报显示，资金占用余额为 3.87 亿元，占期末净资 ...

| 证券代码：603377 | 证券简称：ST 东时 | 公告编号：临 | 2025-126 | | --- | --- | --- | --- | | 转债代码：113575 | 转债简称：东时转债 | | | 东方时尚驾驶学校股份有限公司 关于对上海证券交易所 2024 年年度报告的信息披露 监管问询函的回复公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 东方时尚驾驶学校股份有限公司（以下简称"东方时尚"或"公司"）于近 日收到上海证券交易所（以下简称"上交所"）《关于东方时尚驾驶学校股份有 限公司 2024 年年度报告的信息披露监管问询函》（上证公函〔2025〕785 号， 以下简称"《问询函》"），公司及董事会高度重视，积极组织相关人员对《问 询函》所涉事项逐一核实，现就《问询函》相关问题回复如下： 问题 1.关于资金占用。2024 年 12 月 19 日，北京证监局对公司作出责令改 正措施，认定公司控股股东及其关联方非经营性占用公司资金，并要求所有占 用资金应在收到决定书之日起六个月内归还。年报显示，资金占用余 ...

Group 1 - The core viewpoint of the articles highlights the increasing severity of legal actions against financial crimes in China's A-share market, emphasizing a "zero tolerance" policy towards market manipulation and other illegal activities [1][2][3] - The recent sentencing of ST Dongshi's actual controller Xu Xiong to 6 years and 6 months in prison, along with a fine of 170 million yuan, marks the third criminal judgment for market manipulation since 2025, indicating a strong commitment to legal and regulatory reform in the capital market [1][2] - Other notable cases include the sentencing of Jin Yun Laser's actual controller Liang Wei to 4 years in prison with a fine of 12 million yuan, and Zhuoyue Technology's actual controller Xia Chuanwu to 7 years with a fine of 45 million yuan, showcasing a pattern of strict enforcement against financial misconduct [1][2] Group 2 - The series of legal actions serves as a warning to potential violators, reinforcing the message that any attempts to manipulate the market or engage in fraudulent activities will result in severe consequences [2][3] - The crackdown on financial crimes is expected to help reverse the "bad money driving out good" phenomenon in the A-share market, allowing quality companies to thrive by eliminating those that engage in fraudulent practices [2][3] - The regulatory environment is shifting towards a dual approach of administrative and criminal penalties, which is anticipated to create a more favorable landscape for compliant and high-performing companies [3]

Core Viewpoint - The article discusses the criminal conviction of Xu Xiong, the actual controller of ST Dongshi, for manipulating the securities market, resulting in a prison sentence of 6 years and 6 months, along with a fine of 170 million RMB [2][3]. Group 1: Legal Proceedings - Xu Xiong was convicted of manipulating the securities market and sentenced to 6 years and 6 months in prison, with a fine of 170 million RMB and the confiscation of illegal gains [2][3]. - The Shanghai First Intermediate People's Court issued the judgment, which can be appealed within ten days [3][4]. - The case has seen multiple developments, including Xu Xiong's arrest in September 2023 and the subsequent removal from all positions within the company [5][6]. Group 2: Company Background and Financial Performance - ST Dongshi, established in August 2005 and listed in 2016, was once valued over 10 billion RMB but has faced significant financial decline, with stock prices dropping to 0.99 RMB [8][10]. - The company has reported continuous losses, with a net loss of 903 million RMB in 2024, following previous losses in 2023 and 2022 [14]. - The company is currently facing challenges, including the occupation of 387 million RMB of its funds by its controlling shareholder and the risk of delisting due to unresolved financial issues [10][14]. Group 3: Market Impact - The stock of ST Dongshi has been suspended since June 20, 2025, due to unresolved fund occupation issues, with potential delisting risks if corrective actions are not taken within the stipulated timeframe [10][14]. - The company’s operational activities are reported to be normal, but the ongoing legal issues and financial challenges pose significant risks to its future [3][14].

Core Viewpoint - The actual controller of ST Dongshi, Xu Xiong, has been sentenced to 6 years and 6 months in prison for manipulating the securities market, along with a fine of 170 million RMB, marking a significant legal consequence for the company and its management [2][3]. Group 1: Legal Proceedings and Company Management - Xu Xiong was arrested on September 15, 2023, for suspected market manipulation, which was linked to allegations made by former private equity manager Ye Fei regarding "market value management" involving multiple listed companies [3]. - The court's judgment is a first-instance ruling and has not yet taken effect, leaving room for potential appeals and uncertainties regarding the final outcome [3]. - Following Xu's arrest, internal conflicts within the management of ST Dongshi have escalated, leading to continuous financial losses for the company [7]. Group 2: Financial Performance - From 2022 to 2024, ST Dongshi reported a total net loss of 1.324 billion RMB, with continuous losses recorded in its financial statements [7]. - The company's total revenue has seen a decline, with a reported revenue of 1.380 billion RMB for the first quarter of 2025, reflecting a year-on-year decrease of 26.31% [8]. - The company has faced significant operational challenges, including a failure to recover misappropriated funds amounting to approximately 387 million RMB, which has led to regulatory scrutiny and potential stock suspension [9][10]. Group 3: Regulatory Actions - The Beijing Securities Regulatory Bureau has mandated that the company complete the recovery of misappropriated funds within six months, failing which the company may face stock suspension [10]. - As of July 10, 2025, the company has initiated a pre-restructuring process, appointing a liquidation team to manage its affairs during this period [10].

Core Viewpoint - ST Dongshi (Oriental Fashion, 603377) is facing significant legal and operational challenges due to the conviction of its actual controller, Xu Xiong, for manipulating the securities market, which has led to a prison sentence and substantial fines [1][3]. Group 1: Legal Issues - Xu Xiong has been sentenced to six years and six months in prison and fined 170 million yuan for manipulating the securities market [1]. - The company has faced multiple investigations and penalties, including a fine of 5 million yuan for failing to disclose related party transactions and an additional 8.5 million yuan in penalties for Xu Xiong [4]. - The company received a notice from the China Securities Regulatory Commission regarding suspected violations of information disclosure laws [4]. Group 2: Corporate Governance - Following the legal issues, Xu Xiong has been removed from all positions within the company, and the company claims that his actions will not affect shareholder rights or normal business operations [3]. - The company is currently under pre-restructuring as mandated by the Beijing First Intermediate People's Court, with a temporary management team appointed to oversee the process [6]. Group 3: Financial and Operational Status - The company is actively seeking restructuring investors to address debt risks and non-operational fund occupation issues, aiming to maximize the interests of creditors and minority shareholders [7]. - As of December 31, 2024, the company has approximately 387 million yuan in non-operational fund occupation, which has not been resolved, leading to potential delisting risks if not addressed by June 19, 2025 [8].

Meeting Details - The shareholders' meeting was held on July 11, 2025, at the company's conference room in Beijing [1] - The attendance rate of ordinary shareholders and preferred shareholders with restored voting rights was 39.598% [1] - The meeting was convened by the board of directors and chaired by Ms. Sun Xiang, with voting conducted through both on-site and online methods, complying with the Company Law and the Articles of Association [1] Voting Results - All non-cumulative voting proposals were approved with a high majority, including: - 99.9005% approval for the first proposal, with 282,794,262 votes in favor [1] - 99.9373% approval for the second proposal, with 282,898,338 votes in favor [1] - 99.9324% approval for the third proposal, with 282,884,638 votes in favor [1] - 99.9410% approval for the last proposal, with 282,908,962 votes in favor [2] Legal Compliance - The meeting's procedures, including the convening, attendance, and voting, were confirmed to be in accordance with the Company Law and relevant regulations by the attending lawyers [3]

Group 1 - The company is undergoing a pre-restructuring process to address debt risks and non-operational fund occupation issues, aiming to avoid delisting risks and maximize the interests of creditors and minority shareholders [1][2][3] - The company has a non-operational fund occupation balance of approximately 387 million yuan, primarily through equipment procurement and accounts receivable factoring [1][5][21] - The pre-restructuring management will publicly recruit and select restructuring investors based on legal and market principles [3][6] Group 2 - The company was established on August 12, 2005, and is listed on the Shanghai Stock Exchange, with business operations including driver training, sales of daily necessities, and electric vehicle charging infrastructure [3] - The recruitment of restructuring investors aims to introduce strong investors to provide additional funds and resources, assisting the company in resolving its debt crisis and restoring its value [3][4] - Interested investors must meet specific criteria, including being legally established entities with good credit status and sufficient financial capability [7][8] Group 3 - The recruitment process includes several stages: registration, preliminary review, due diligence, submission of investment proposals, and selection of investors [14][15][16] - Investors must pay a registration deposit of 30 million yuan and a selection deposit of 70 million yuan, which will be used to address non-operational fund occupation issues if selected [16][18] - The company is currently under investigation by the China Securities Regulatory Commission for suspected violations of information disclosure laws [21]

Core Viewpoint - The company, Oriental Fashion Driving School Co., Ltd., is undergoing a pre-restructuring process initiated by the Beijing First Intermediate People's Court, which may lead to formal restructuring or bankruptcy depending on the outcome of the proceedings [2][4]. Group 1: Restructuring Process - The court has decided to initiate pre-restructuring for the company, with a deadline for creditors to declare their claims by August 12, 2025 [2][4]. - The restructuring process is uncertain, as the court's acceptance of the restructuring application does not guarantee that the company will formally enter the restructuring process [4][5]. - If the restructuring fails, the company faces the risk of being declared bankrupt, which would lead to the termination of its stock listing [2][5]. Group 2: Financial Issues - The company has approximately 387 million yuan in non-operational funds occupied by its controlling shareholder and related parties through equipment procurement and accounts receivable factoring [6]. - The company failed to rectify the financial issues within the mandated six-month period, leading to a potential suspension of its stock trading starting June 20, 2025, if no corrective actions are taken [6][5]. - If the company does not complete the necessary rectifications within two months after suspension, the Shanghai Stock Exchange will decide to implement delisting risk warnings for the company's stock and convertible bonds [6]. Group 3: Regulatory Compliance - The company is under investigation by the China Securities Regulatory Commission (CSRC) for suspected violations of information disclosure laws, and it has not yet received a conclusive opinion or decision from the CSRC regarding this matter [6][5]. - The company is committed to cooperating with the CSRC's investigation and will comply with relevant laws and regulations regarding information disclosure [6][8].