海宁中国皮革城股份有限公司 独立董事专门会议工作细则 第一条 为进一步完善海宁中国皮革城股份有限公司(以下简称 "公司")的治理结构，充分发挥独立董事在公司治理中的作用，促 进公司的规范运作，根据《中华人民共和国公司法》、《中华人民共 和国证券法》、《深圳证券交易所股票上市规则》、《上市公司治理 准则》、《上市公司独立董事管理办法》、《深圳证券交易所上市公 司自律监管指引第1号——主板上市公司规范运作》、《海宁中国皮 革城股份有限公司章程》（以下简称"《公司章程》"）及相关法律 法规并结合公司实际情况，制定本细则。 第二条 独立董事是指不在公司担任除董事外的其他职务，并与 公司及其主要股东、实际控制人不存在直接或间接利害关系，或者其 他可能影响其进行独立客观判断关系的董事。 第三条 独立董事对公司及全体股东负有忠实与勤勉义务，应当 按照法律、行政法规、中国证券监督管理委员会（以下简称"中国证 监会"）规定、深圳证券交易所业务规则和公司章程的规定，认真履 行职责，在董事会中发挥参与决策、监督制衡、专业咨询作用，维护 上市公司整体利益，保护中小股东合法权益。 第四条 公司应当定期或者不定期召开独立董事专门会议，会 ...

海宁中国皮革城股份有限公司 董事会薪酬与考核委员会实施细则 第一章 总 则 第一条 为进一步建立健全公司董事（非独立董事）及高级管理 人员的考核和薪酬管理制度，完善公司治理结构，根据《中华人民共 和国公司法》、《中华人民共和国证券法》、《深圳证券交易所股票 上市规则》、《上市公司治理准则》、《海宁中国皮革城股份有限公 司章程》（以下简称"《公司章程》"）及相关法律法规，公司特设 立董事会薪酬与考核委员会，并制定本实施细则。 第二条 薪酬与考核委员会是董事会下设的专业委员会，经董事 会批准后成立。薪酬与考核委员会主要负责制定公司董事及经理人员 的考核标准并进行考核；负责制定、审查公司董事及经理人员的薪酬 政策与方案，对董事会负责。 第三条 薪酬与考核委员会遵守《公司章程》，在董事会授权的 范围内独立行使职权，并直接向董事会负责。 第四条 薪酬与考核委员会隶属于董事会，是董事会的专门参谋 机构，对董事会负责。 第五条 薪酬与考核委员会须保证公司有关薪酬与考核的重大 政策在形成决议前已得到了充分、专业、科学并合乎规范程序的论证。 第六条 本细则所称董事是指在本公司支取薪酬的正副董事长、 董事，经理人员是指董事会聘任 ...

海宁中国皮革城股份有限公司 内幕信息知情人登记制度 第一章 总则 第一条 为进一步加强海宁中国皮革城股份有限公司（下称"公司"）内幕 信息管理，规范公司信息披露行为，提高公司股东、董事、高级管理人员及其他 内幕信息知情人的法制、自律意识，防范内幕知情人泄露和利用内幕信息交易， 根据《中华人民共和国公司法》、《中华人民共和国证券法》、《上市公司监管 指引第 5 号——上市公司内幕信息知情人登记管理制度》、《上市公司信息披露 管理办法》、《深圳证券交易所股票上市规则》等有关法律、法规、规范性文件 以及《公司章程》等公司相关制度的有关规定，特制定本制度。 第二条 公司董事会应当按照《上市公司监管指引第 5 号——上市公司内幕 信息知情人登记管理制度》以及深圳证券交易所相关规则要求及时登记和报送内 幕信息知情人档案，并保证内幕信息知情人档案真实、准确和完整，董事长为主 要责任人；董事会秘书负责办理公司内幕信息知情人的登记入档和报送事宜；董 事长与董事会秘书应当对内幕信息知情人档案的真实、准确和完整签署书面确认 意见。 第三条 公司证券部门是信息披露管理、投资者关系管理、内幕信息登记备 案的日常办事机构，统一负责证券监 ...

海宁中国皮革城股份有限公司 董事、高级管理人员离职管理制度 第一章 总则 第一条 为规范海宁中国皮革城股份有限公司（以下简称"公司"） 董事、高级管理人员离职管理，确保公司治理结构的稳定性和连续性， 维护公司及股东的合法权益，根据《中华人民共和国公司法》（以下 简称"《公司法》"）、《中华人民共和国证券法》、《上市公司治 理准则》、《深圳证券交易所上市公司自律监管指引第1号——主板 上市公司规范运作》、《深圳证券交易所股票上市规则》、《上市公 司董事和高级管理人员所持本公司股份及其变动管理规则》等有关法 律、法规、规范性文件以及《海宁中国皮革城股份有限公司章程》（以 下简称"《公司章程》"）的规定，结合公司实际情况，制定本制度。 第二章 离职情形与程序 第四条 公司董事离职包含任期届满未连任、主动辞任、被解除 职务以及其他导致董事实际离职等情形。 第五条 公司董事和高级管理人员可以在任期届满以前辞任、辞 职。董事辞任、高级管理人员辞职应当提交书面报告。董事辞任的， 自公司收到通知之日生效。高级管理人员辞职的，自董事会收到辞职 报告时生效。 公司应在收到辞职报告后2个交易日内披露董事辞任的相关情 况，并说明原因 ...

海宁中国皮革城股份有限公司 关于董事和高级管理人员所持本公司股份 及其变动的管理办法 第一条 根据《中华人民共和国公司法》（以下简称《公司法》）、 《中华人民共和国证券法》（以下简称《证券法》）及《上市公司董 事和高级管理人员所持本公司股份及其变动管理规则》规定，为规范 董事和高级管理人员持有本公司股份变动管理，特制订本办法。 第二条 董事会秘书负责管理公司董事和高级管理人员的身份及 所持本公司股份的数据和信息，统一为董事和高级管理人员办理个人 信息在证券交易所网站申报，并定期检查董事和高级管理人员买卖本 公司股票的披露情况。 第三条 董事和高级管理人员所持本公司股份，是指登记在其名 下的所有本公司股份；从事融资融券交易的，还包括记载在其信用账 户内的本公司股份。 第四条 公司董事和高级管理人员所持本公司股份在下列情形下 不得转让： （一）本公司股票上市交易之日起1年内； （二）本人离职后半年内； （三）本人承诺一定期限内不转让并在该期限内的； （九）法律、法规、中国证监会和深圳证券交易所规定的其他情 形。 第五条 公司董事和高级管理人员在就任时确定的任职期间，每 年通过集中竞价、大宗交易、协议转让等方式转让 ...

海宁中国皮革城股份有限公司 投资者关系管理制度 第一章 总则 第一条 为规范公司投资者关系管理工作，加强公司与投资者之 间的有效沟通，促进公司完善治理，提高公司质量，切实保护投资者 特别是中小投资者合法权益，根据《中华人民共和国公司法》、《中华 人民共和国证券法》等有关法律、法规并参照中国证监会《上市公司 投资者关系管理工作指引》和公司章程的规定，结合公司实际情况， 制定本制度。 （二）平等性原则。公司开展投资者关系管理活动，应当平等对 待所有投资者，尤其为中小投资者参与活动创造机会、提供便利。 （三）主动性原则。公司应当主动开展投资者关系管理活动，听 取投资者意见建议，及时回应投资者诉求。 （四）诚实守信原则。公司在投资者关系管理活动中应当注重诚 信、坚守底线、规范运作、担当责任，营造健康良好的市场生态。 第四条 投资者关系管理的目的： 第二条 投资者关系管理是指公司通过便利股东权利行使、信息 披露、互动交流和诉求处理等工作，加强与投资者及潜在投资者之间 的沟通，增进投资者对公司的了解和认同，以提升公司治理水平和企 业整体价值，实现尊重投资者、回报投资者、保护投资者目的的相关 活动。 第三条 投资者关系管理 ...

1 海宁中国皮革城股份有限公司 信息披露制度 第一章 总 则 第一条 为规范海宁中国皮革城股份有限公司（以下简称"公 司"）信息披露，促进公司依法规范运作，维护公司和股东的合法权 益，依据《中华人民共和国公司法》、《中华人民共和国证券法》等 国家有关法律、法规及《深圳证券交易所股票上市规则》、《上市公 司信息披露管理办法》、《公司章程》等的有关要求，特制定本信息 披露制度。 第二条 本制度所称信息披露是指对公司证券及衍生品种交易 价格将可能产生较大影响而投资者尚未得知的信息，在规定时间内， 通过规定的媒体，以规定的方式向社会公众公布，并送达证券监管部 门备案。 信息披露文件主要包括招股说明书、募集说明书、上市公告书、 收购报告书、定期报告和临时报告等。 第三条 本制度所称信息披露义务人是指：公司及其董事、高级 管理人员；公司各部门以及各分公司、控股子公司、参股公司的负责 人；公司控股股东、实际控制人和持股 5％以上的股东或者存托凭证 持有人；收购人及其他权益变动主体；重大资产重组、再融资、重大 交易、破产事项等有关各方；为前述主体提供服务的中介机构及其相 关人员；法律法规规定的对上市、信息披露、停牌、复牌、退 ...

海宁中国皮革城股份有限公司 董事会提名委员会实施细则 第一章 总则 1 第一条 为完善公司治理结构，根据《中华人民共和国公司法》、 《中华人民共和国证券法》、《深圳证券交易所股票上市规则》、《上 市公司治理准则》、《海宁中国皮革城股份有限公司章程》（以下简 称"《公司章程》"）及相关法律法规，公司特设立董事会提名委员 会，并制定本实施细则。 第二条 董事会提名委员会主要负责对公司董事和经理人员的人 选、选择标准和程序进行选择并提出建议。 第二章 人员组成 第三条 提名委员会成员由 3 名董事组成，其中独立董事应当过 半数并担任召集人。 第四条 提名委员会委员由董事长、二分之一以上独立董事或者 全体董事的三分之一提名，并由董事会选举产生。 第五条 提名委员会设主任委员一名，可以设副主任委员一名， 主任委员由独立董事担任，负责主持委员会工作；主任委员、副主任 委员由董事长提名，董事会选举产生。 第六条 提名委员会任期与董事会任期一致，委员任期届满，连 选可以连任。期间如有委员不再担任公司董事职务，自动失去委员资 格，并由委员会根据上述第三至第五条规定补足委员人数。在委员任 职期间，董事会不能无故解除其职务。 第七 ...

海宁中国皮革城股份有限公司 董事会战略与投资委员会实施细则 第一章 总则 第一条 为适应公司发展战略需要，保证公司发展规划和战略决 策的科学性，增强公司的可持续发展能力，董事会决定下设战略与投 资委员会，并根据《公司法》、《上市公司治理准则》及《公司章程》 及其他有关规定，制订本实施细则。 第二条 董事会战略与投资委员会是董事会依据公司章程设立的 专门机构，主要负责对公司长期战略和重大投资决策进行研究并提出 建议。 第二章 人员组成 第三条 战略与投资委员会由五名成员组成，可以是董事担任， 也可以由董事会聘任的专业人士担任。 第四条 战略与投资委员会委员由董事会选举产生，设主任委员 一名，由公司董事长担任。 战略与投资委员会主任委员负责召集和主持战略与投资委员会 会议，当战略与投资委员会主任委员不能或无法履行职责时，由其指 定一名其他委员代行其职责；战略与投资委员会主任委员既不履行职 责，也未指定其他委员代行其职责时，任何一名委员均可将有关情况 向公司董事会报告，由公司董事会指定一名委员履行战略与投资委员 会主任职责。 第五条 战略与投资委员会任期与董事会任期一致，委员任期届 满，可连选连任。 第六条 战略与 ...

Section I Important Notice, Table of Contents, and Definitions [Important Notice](index=2&type=section&id=Important%20Notice) The company's board, supervisory board, and senior management guarantee the semi-annual report's truthfulness, accuracy, and completeness, with the financial report also affirmed by key personnel. - The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, assuming individual and joint legal responsibility[3](index=3&type=chunk) - Company head Huang Zheng, chief financial officer Qiao Xin, and head of accounting department (accounting supervisor) Cao Lin declare that the financial report in this semi-annual report is true, accurate, and complete[3](index=3&type=chunk) - The company plans not to distribute cash dividends, send bonus shares, or convert capital reserves into share capital[5](index=5&type=chunk) [Table of Contents](index=3&type=section&id=Table%20of%20Contents) This section provides a clear navigation of the report's nine main chapters, from company profile to financial statements. - The report contains nine main chapters, from company profile to financial report, with a clear structure[7](index=7&type=chunk) [Definitions](index=5&type=section&id=Definitions) This section defines key terms used in the report, including company abbreviations, subsidiary names, and the reporting period. - This section clarifies the definitions of the company, subsidiaries, and key time periods involved in the report, such as "Company, the Company" referring to Haining China Leather City Co., Ltd., and "Reporting Period, Current Period" referring to January 1, 2025, to June 30, 2025[10](index=10&type=chunk) Section II Company Profile and Key Financial Indicators [1. Company Profile](index=6&type=section&id=1.%20Company%20Profile) Haining China Leather City Co., Ltd. (stock code: 002344) is listed on the Shenzhen Stock Exchange, with Huang Zheng as its legal representative. - The company's stock abbreviation is "Haining Leather City", stock code "002344", listed on the Shenzhen Stock Exchange[12](index=12&type=chunk) - The company's legal representative is Huang Zheng[12](index=12&type=chunk) [2. Contact Persons and Information](index=6&type=section&id=2.%20Contact%20Persons%20and%20Information) The company's board secretary is Yang Keqi, and the securities affairs representative is Zhu Wentin, with consistent contact details. - The Board Secretary is Yang Keqi, the Securities Affairs Representative is Zhu Wentin, the contact number is 0573-87217777, and the email address is pgc@chinaleather.com[13](index=13&type=chunk) [3. Other Information](index=6&type=section&id=3.%20Other%20Information) The company's registered address, office address, website, email, and information disclosure locations remained unchanged during the reporting period. - The company's contact information, information disclosure, and placement locations remained unchanged during the reporting period, as detailed in the 2024 annual report[14](index=14&type=chunk)[15](index=15&type=chunk) [4. Key Accounting Data and Financial Indicators](index=7&type=section&id=4.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) During the reporting period, the company experienced a slight revenue decrease, significant declines in net profit and EPS, and a reduction in total assets and operating cash flow. Key Accounting Data and Financial Indicators (YoY Change) | Indicator | Current Period (million yuan) | Prior Year Period (million yuan) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 469.05 | 469.88 | -0.18% | | Net Profit Attributable to Shareholders of Listed Company | 46.31 | 59.30 | -21.90% | | Net Profit Attributable to Shareholders of Listed Company Excluding Non-Recurring Gains and Losses | 45.91 | 47.17 | -2.66% | | Net Cash Flow from Operating Activities | 232.09 | 249.27 | -6.89% | | Basic Earnings Per Share (yuan/share) | 0.04 | 0.05 | -20.00% | | Diluted Earnings Per Share (yuan/share) | 0.04 | 0.05 | -20.00% | | Weighted Average Return on Net Assets | 0.55% | 0.71% | -0.16% | | **As of End of Current Period** | **As of End of Prior Year** | **Change from Prior Year-End** | | | Total Assets | 12,986.17 | 13,280.81 | -2.22% | | Net Assets Attributable to Shareholders of Listed Company | 8,476.19 | 8,438.08 | 0.45% | [5. Differences in Accounting Data under Domestic and Overseas Accounting Standards](index=7&type=section&id=5.%20Differences%20in%20Accounting%20Data%20under%20Domestic%20and%20Overseas%20Accounting%20Standards) The company reported no differences in net profit and net assets between domestic and international accounting standards during the reporting period. - The company had no differences in accounting data under domestic and overseas accounting standards during the reporting period[18](index=18&type=chunk)[19](index=19&type=chunk) [6. Non-Recurring Gains and Losses and Amounts](index=8&type=section&id=6.%20Non-Recurring%20Gains%20and%20Losses%20and%20Amounts) Non-recurring gains and losses totaled 397,416.72 yuan, primarily from government subsidies and fair value changes, with negative non-current asset disposal gains. Non-Recurring Gains and Losses and Amounts | Item | Amount (yuan) | | :--- | :--- | | Disposal gains and losses of non-current assets | -4,237.89 | | Government grants recognized in current profit or loss | 1,359,789.72 | | Fair value changes and disposal gains/losses from financial assets and liabilities held by non-financial enterprises, excluding effective hedge accounting related to normal business operations | 123,445.99 | | Capital occupation fees received from non-financial enterprises recognized in current profit or loss | 159.00 | | Other non-operating income and expenses apart from the above | -410,222.19 | | Less: Income tax impact | 504,660.42 | | Minority interest impact (after tax) | 166,857.49 | | **Total** | **397,416.72** | Section III Management Discussion and Analysis [1. Principal Business Activities During the Reporting Period](index=9&type=section&id=1.%20Principal%20Business%20Activities%20During%20the%20Reporting%20Period) The company primarily develops, leases, and services professional leather markets, actively pursuing transformation, optimizing business formats, and expanding into health, finance, and investment. - The company's principal business involves the development, leasing, and servicing of professional leather markets, offering comprehensive industry chain services including fabric and accessory supply, fashion entrepreneurship parks, design R&D, e-commerce live streaming, financial services, and health medical care[24](index=24&type=chunk) - During the reporting period, the company actively promoted market transformation and upgrading, optimized business formats, and strived to create a new development landscape through digital integration, industry empowerment, extended business development, and expanded investment channels[24](index=24&type=chunk) - The company steadily advanced extended businesses such as health (rehabilitation hospitals, Yihe Home), financial services (guarantees, financial leasing), and external investments to enhance intrinsic value and future performance[25](index=25&type=chunk) [2. Analysis of Core Competencies](index=9&type=section&id=2.%20Analysis%20of%20Core%20Competencies) The company's core strengths lie in its industrial cluster, market scale, extensive customer resources, and experienced management team, driving continuous transformation and expansion. - The company possesses an industrial cluster advantage, as Haining is China's leather capital, gathering over 3,000 leather production enterprises, and the company provides full industry chain services[26](index=26&type=chunk) - The company has a market scale advantage, having established multiple chain markets and actively adjusting strategies to expand market space[27](index=27&type=chunk)[28](index=28&type=chunk) - The company has built stable win-win cooperative relationships with industry enterprises, cultivating highly loyal merchants, forming a customer resource advantage[28](index=28&type=chunk) - The company's management team is experienced, possesses a deep understanding of the leather industry and professional markets, and prioritizes talent cultivation and introduction[28](index=28&type=chunk) [3. Analysis of Principal Business](index=10&type=section&id=3.%20Analysis%20of%20Principal%20Business) Total operating revenue decreased by 2.44%, and net profit attributable to shareholders fell by 21.90%, with declines in property sales and financial services, but growth in health and goods sales. - During the reporting period, the company achieved total operating revenue of **489.81 million yuan**, a year-on-year decrease of **2.44%**; net profit attributable to shareholders of the listed company was **46.31 million yuan**, a year-on-year decrease of **21.90%**[29](index=29&type=chunk) Principal Business Revenue Composition and YoY Change | Business Type | Current Period Revenue (million yuan) | YoY Change | | :--- | :--- | :--- | | Property Leasing and Management | 293.16 | -1.06% | | Shop and Supporting Property Sales | 24.20 | -34.27% | | Financial Services | 97.06 | -11.94% | | Health Medical Services | 34.84 | 11.78% | | Goods Sales and Services | 28.52 | 85.13% | Major Financial Data YoY Change | Indicator | YoY Change | Reason for Change | | :--- | :--- | :--- | | Operating Revenue | -0.18% | | | Operating Cost | 4.31% | | | Selling Expenses | -1.70% | | | Administrative Expenses | -1.72% | | | Financial Expenses | -18.16% | | | Income Tax Expense | -23.94% | Primarily due to business plan adjustments by some subsidiaries during the reporting period, leading to a decrease in R&D expenses compared to the prior year | | R&D Investment | -89.74% | Primarily due to business plan adjustments by some subsidiaries during the reporting period, leading to a decrease in R&D expenses compared to the prior year | | Net Cash Flow from Operating Activities | -6.89% | | | Net Cash Flow from Investing Activities | -24.81% | | | Net Cash Flow from Financing Activities | -7,938.56% | Primarily due to the company's repayment of super short-term commercial papers during the reporting period | | Net Increase in Cash and Cash Equivalents | -147.14% | Primarily due to the company's repayment of super short-term commercial papers during the reporting period | [4. Analysis of Non-Principal Business](index=12&type=section&id=4.%20Analysis%20of%20Non-Principal%20Business) The company had no non-principal business activities requiring disclosure during the reporting period. - The company had no non-principal business analysis during the reporting period[35](index=35&type=chunk) [5. Analysis of Assets and Liabilities](index=12&type=section&id=5.%20Analysis%20of%20Assets%20and%20Liabilities) Total assets decreased by 2.22%, with declines in cash and receivables but increases in long-term equity investments and borrowings, while liabilities saw significant shifts in payables and non-current liabilities. Significant Changes in Asset Composition | Item | Amount at Period-End (million yuan) | % of Total Assets | Amount at Prior Year-End (million yuan) | % of Total Assets | % Change in Proportion | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 990.55 | 7.63% | 1,120.38 | 8.44% | -0.81% | | | Accounts Receivable | 35.49 | 0.27% | 45.69 | 0.34% | -0.07% | | | Long-Term Equity Investments | 909.38 | 7.00% | 849.33 | 6.40% | 0.60% | | | Short-Term Borrowings | 125.25 | 0.96% | 108.29 | 0.82% | 0.14% | | | Long-Term Borrowings | 540.83 | 4.16% | 476.37 | 3.59% | 0.57% | | | Lease Liabilities | 6.97 | 0.05% | 10.44 | 0.08% | -0.03% | Primarily due to subsidiaries paying lease liabilities during the reporting period | | Loans and Advances | 88.53 | 0.68% | 144.85 | 1.09% | -0.41% | Primarily due to business plan adjustments by some subsidiaries during the reporting period, leading to a decrease in business scale | | Development Expenditures | 0.17 | 0.00% | | | 0.00% | Primarily due to new capitalized R&D expenditures by subsidiaries during the reporting period | | Notes Payable | 25.10 | 0.19% | 130.98 | 0.99% | -0.80% | Primarily due to the maturity and payment of bank acceptance bills by subsidiaries during the reporting period | | Accounts Payable | 248.06 | 1.91% | 393.06 | 2.96% | -1.05% | Primarily due to payment of engineering payables during the reporting period | | Contract Liabilities | 366.10 | 2.82% | 165.96 | 1.25% | 1.57% | Primarily due to an increase in pre-received lease contract payments during the reporting period | | Employee Benefits Payable | 19.18 | 0.15% | 40.94 | 0.31% | -0.16% | Primarily due to the payment of employee benefits accrued in the prior year during the reporting period | | Taxes Payable | 34.22 | 0.26% | 76.13 | 0.57% | -0.31% | Primarily due to the payment of corporate income tax and property tax accrued in the prior year during the reporting period | | Non-Current Liabilities Due Within One Year | 447.71 | 3.45% | 110.29 | 0.83% | 2.62% | Primarily due to the company's medium-term notes being reclassified as non-current liabilities due within one year based on liquidity during the reporting period | | Other Non-Current Liabilities | 4.42 | 0.03% | 307.84 | 2.32% | -2.29% | Primarily due to the company's medium-term notes being reclassified as non-current liabilities due within one year based on liquidity during the reporting period | Assets and Liabilities Measured at Fair Value | Item | Period-End Amount (million yuan) | | :--- | :--- | | Trading Financial Assets | 104.50 | | Other Non-Current Financial Assets | 454.63 | | **Subtotal Financial Assets** | **559.13** | - Total restricted assets at period-end amounted to **1,272.03 million yuan**, primarily including monetary funds (pledged for bank acceptance bills, borrowings, and guarantee business deposits) and long-term receivables, and non-current assets due within one year (pledged for bank loans)[41](index=41&type=chunk) [6. Analysis of Investment Status](index=14&type=section&id=6.%20Analysis%20of%20Investment%20Status) The company's investment amount significantly decreased by 74.47% to 12 million yuan, with no major equity, non-equity, securities, or derivative investments. Investment Amount During the Reporting Period | Indicator | Amount (million yuan) | | :--- | :--- | | Investment Amount in Current Period | 12.00 | | Investment Amount in Prior Year Period | 47.00 | | Change Percentage | -74.47% | - The company had no significant equity investments, non-equity investments, securities investments, or derivative investments during the reporting period[43](index=43&type=chunk)[45](index=45&type=chunk) - The company had no use of raised funds during the reporting period[46](index=46&type=chunk) [7. Major Asset and Equity Disposals](index=15&type=section&id=7.%20Major%20Asset%20and%20Equity%20Disposals) The company did not undertake any major asset or equity disposals during the reporting period. - The company did not dispose of major assets or major equity during the reporting period[47](index=47&type=chunk)[48](index=48&type=chunk) [8. Analysis of Major Holding and Participating Companies](index=15&type=section&id=8.%20Analysis%20of%20Major%20Holding%20and%20Participating%20Companies) This section details the financial performance of key subsidiaries, including those with losses, across diverse business segments like hotels, market management, and financial services. Major Subsidiaries and Participating Companies with Impact on Company's Net Profit Exceeding 10% | Company Name | Company Type | Principal Business | Registered Capital (million yuan) | Total Assets (million yuan) | Net Assets (million yuan) | Operating Revenue (million yuan) | Operating Profit (million yuan) | Net Profit (million yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Haining Pidu Jinjiang Hotel Co., Ltd. | Subsidiary | Accommodation, tea house, bar, coffee shop, swimming pool, amusement room; Chinese and Western cuisine; retail of pre-packaged food, cigarettes, cigars; typing and copying; wholesale and retail of daily necessities, leather products, clothing, footwear, textiles, hardware, electrical appliances | 10.00 | 19.27 | 5.78 | 6.93 | -1.97 | -1.98 | | Haining China Leather City Operation Management Co., Ltd. | Subsidiary | Property management, real estate information consulting | 0.50 | 282.50 | 137.20 | 30.62 | 4.01 | 3.02 | | Dengta Tong'erbao Haining Leather City Co., Ltd. | Subsidiary | Market development, construction and operation management, investment management, property management, real estate development and operation | 35.83 | 1,248.02 | 941.38 | 30.13 | 1.63 | 1.63 | | Haining China Leather City Network Technology Co., Ltd. | Subsidiary | Value-added telecommunications services; computer software design, development; clothing wholesale, retail; self-owned housing rental; property management | 5.00 | 20.71 | 12.90 | 6.44 | 3.28 | 2.80 | | Jiangsu Shuyang Haining Leather Development Co., Ltd. | Subsidiary | Real estate development, operation; leather clothing, leather goods production, sales; market development and construction; property management; standardized factory building development, construction and leasing | 10.18 | 33.08 | 15.76 | 5.41 | 2.03 | 1.52 | | Chengdu Haining Leather City Co., Ltd. | Subsidiary | Market development, construction and operation management, investment management, property management, real estate development and operation | 100.00 | 664.29 | 530.54 | 46.29 | -3.01 | -2.88 | | Harbin Haining Leather City Co., Ltd. | Subsidiary | Market development, construction and operation management, investment management, property management, real estate development and operation | 100.00 | 983.14 | 208.82 | 21.30 | -14.99 | -14.99 | | Haining Picheng Sci-Tech Financial Guarantee Co., Ltd. | Subsidiary | Principal financing guarantee business; concurrent non-financing guarantee business, financial advisory, consulting and intermediary services related to guarantee business, investment with own funds as per regulations | 200.00 | 312.27 | 278.47 | 1.35 | 1.13 | 0.01 | | Jinan Haining Leather City Co., Ltd. | Subsidiary | Investment, development, construction, and management of Jinan Haining Leather City project; investment with own assets and investment consulting (excluding securities, futures, financial consulting); property management; real estate development and operation | 100.00 | 327.94 | 28.08 | 2.29 | -6.10 | -6.10 | | Zhengzhou Haining Leather City Co., Ltd. | Subsidiary | Market development, construction and operation management; property management | 100.00 | 548.91 | 11.56 | 2.85 | -11.17 | -11.17 | | Haining China Leather City Investment Co., Ltd. | Subsidiary | Industrial investment, equity investment, asset management; investment consulting (excluding securities, futures), investment management, information consulting | 230.00 | 1,371.33 | 627.06 | | 73.08 | 73.91 | | Wuhan Haichao Haining Leather City Co., Ltd. | Subsidiary | Market development, construction and operation management, investment management, property management and consulting, real estate information consulting, real estate development and operation | 50.00 | 712.92 | -171.71 | 2.23 | -30.43 | -30.53 | | Haining Leather City Health Industry Investment Co., Ltd. | Subsidiary | Investment, consulting and management of rehabilitation medical projects, medical and elderly care integration projects; investment in health management; financial advisory services; health consulting; health management; health product sales; health tourism; management and training of health medical personnel | 200.00 | 63.49 | 63.47 | | -0.02 | -0.02 | | Haining Leather Fashion Town Investment Development Co., Ltd. | Subsidiary | Market investment and development, real estate development, property management, market management | 1,260.00 | 3,763.95 | 1,853.84 | 20.95 | 55.17 | 54.44 | | Haining Private Financing Service Center Co., Ltd. | Subsidiary | Registration and publication of private capital demand information; organization of matching,对接, and lending activities between private capital supply and demand sides | 100.00 | 271.66 | 238.42 | 19.01 | 10.60 | 7.96 | | Chuangjia Financial Leasing (Zhejiang) Co., Ltd. | Subsidiary | Financial leasing business | 205.05 | 1,745.14 | 340.69 | 74.57 | 40.18 | 30.12 | - During the reporting period, the company established a new subsidiary, Haining Qinghang Partnership, and deregistered Fashion Tide City Company[52](index=52&type=chunk) [9. Structured Entities Controlled by the Company](index=18&type=section&id=9.%20Structured%20Entities%20Controlled%20by%20the%20Company) The company did not control any structured entities during the reporting period. - The company had no controlled structured entities during the reporting period[53](index=53&type=chunk) [10. Risks Faced by the Company and Countermeasures](index=18&type=section&id=10.%20Risks%20Faced%20by%20the%20Company%20and%20Countermeasures) The company faces risks from remote project management, talent gaps, online competition, and industry volatility, addressed by strengthening management, human resources, online-offline integration, and industrial optimization. - The company faces risks from remote development projects and will strengthen management, improve systems, and enhance communication[53](index=53&type=chunk) - The company has a risk of talent disconnect and will improve its human resource management system and increase talent acquisition efforts[53](index=53&type=chunk) - Online transaction diversion may slow down or even reduce market share, so the company will deepen online sales models such as e-commerce live streaming bases and build an independent supply chain platform[54](index=54&type=chunk) - The company's revenue is closely related to the operating conditions of the leather and apparel industries, facing industry fluctuations, and will ensure stable market operations through multi-channel online and offline development and strengthening the integration of the digital and real economies[54](index=54&type=chunk)[55](index=55&type=chunk) [11. Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan](index=19&type=section&id=11.%20Formulation%20and%20Implementation%20of%20Market%20Value%20Management%20System%20and%20Valuation%20Enhancement%20Plan) The company did not formulate a market value management system or disclose a valuation enhancement plan during the reporting period. - The company did not formulate a market value management system or disclose a valuation enhancement plan during the reporting period[56](index=56&type=chunk) [12. Implementation of "Quality and Return Dual Enhancement" Action Plan](index=19&type=section&id=12.%20Implementation%20of%20%22Quality%20and%20Return%20Dual%20Enhancement%22%20Action%20Plan) The company did not disclose an announcement regarding the "Quality and Return Dual Enhancement" action plan during the reporting period. - The company did not disclose an announcement regarding the "Quality and Return Dual Enhancement" action plan during the reporting period[56](index=56&type=chunk) Section IV Corporate Governance, Environment, and Society [1. Changes in Directors, Supervisors, and Senior Management](index=20&type=section&id=1.%20Changes%20in%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) During the reporting period, Huang Zheng was elected Chairman, succeeding Lin Xiaoqin, who resigned due to work reallocation. Changes in Directors, Supervisors, and Senior Management | Name | Position Held | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | Huang Zheng | Chairman | Elected | June 10, 2025 | Work reallocation | | Lin Xiaoqin | Chairman, General Manager | Resigned | May 16, 2025 | Work reallocation | [2. Profit Distribution and Capital Reserve Conversion to Share Capital in This Reporting Period](index=20&type=section&id=2.%20Profit%20Distribution%20and%20Capital%20Reserve%20Conversion%20to%20Share%20Capital%20in%20This%20Reporting%20Period) The company plans no cash dividends, bonus shares, or capital reserve conversions to share capital for the semi-annual period. - The company plans no cash dividends, bonus shares, or capital reserve conversions to share capital for the semi-annual period[59](index=59&type=chunk) [3. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=20&type=section&id=3.%20Implementation%20of%20Equity%20Incentive%20Plans%2C%20Employee%20Stock%20Ownership%20Plans%2C%20or%20Other%20Employee%20Incentive%20Measures) The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures in place during the reporting period. - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period[60](index=60&type=chunk) [4. Environmental Information Disclosure](index=20&type=section&id=4.%20Environmental%20Information%20Disclosure) The company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law. - The listed company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law[61](index=61&type=chunk) [5. Social Responsibility](index=20&type=section&id=5.%20Social%20Responsibility) The company actively fulfills its social responsibilities by upholding investor rights, fostering employee development, ensuring customer and partner interests, protecting the environment, and engaging in philanthropy. - The company's principal business is the development, leasing, and servicing of professional leather markets, achieving total operating revenue of **489.81 million yuan**, total profit of **86.44 million yuan**, and net profit attributable to shareholders of **46.31 million yuan** in the first half of 2025[61](index=61&type=chunk) - The company strictly adheres to laws and regulations, has established a sound corporate governance structure, standardized the operation of its "three meetings and one layer" (shareholders' meeting, board of directors, supervisory board, and management), safeguarded the rights and interests of all shareholders, and diligently fulfilled its information disclosure obligations[63](index=63&type=chunk) - The company strengthens investor relations management through various channels such as public email, telephone, WeChat official account, and video account, and actively conducts investor surveys and online performance briefings[64](index=64&type=chunk) - The company values employee welfare, improves labor employment systems, conducts professional quality training, organizes cultural and sports activities, and has an employee care fund to assist employees in need[65](index=65&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) - The company protects merchant rights by organizing merchants to participate in exhibitions, providing financing guarantees, conducting training, accelerating online integration, improving design cultivation platforms, and enhancing market management services[68](index=68&type=chunk)[69](index=69&type=chunk) - The company ensures consumer rights by establishing consumer service desks, after-sales service centers, and complaint centers, implementing a "clear discount system," building an intelligent service system, upgrading hardware facilities, and strengthening business order management[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk) - The company practices environmentally friendly and energy-saving development, investing **0.43 million yuan** in greening projects and daily maintenance, with distributed photovoltaic power generation projects generating approximately **7.78 million kWh** in the first half of the year, and promoting paperless and green office concepts[71](index=71&type=chunk)[72](index=72&type=chunk) - The company actively participates in social welfare, carrying out poverty alleviation, education, science, culture, and health support, and organizing volunteer services; Haining Leather Museum received 66 visiting groups totaling 1,566 visitors[72](index=72&type=chunk)[73](index=73&type=chunk) Section V Significant Matters [1. Commitments Fulfilled and Overdue Unfulfilled by Controlling Shareholder, Shareholders, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period](index=24&type=section&id=1.%20Commitments%20Fulfilled%20and%20Overdue%20Unfulfilled%20by%20Controlling%20Shareholder%2C%20Shareholders%2C%20Related%20Parties%2C%20Acquirers%2C%20and%20the%20Company%20During%20and%20as%20of%20the%20End%20of%20the%20Reporting%20Period) The company reported no fulfilled or overdue unfulfilled commitments by controlling shareholders, shareholders, related parties, acquirers, or the company during the reporting period. - The company had no fulfilled or overdue unfulfilled commitments by related parties during the reporting period[76](index=76&type=chunk) [2. Non-Operating Funds Occupied by Controlling Shareholders and Other Related Parties from the Listed Company](index=24&type=section&id=2.%20Non-Operating%20Funds%20Occupied%20by%20Controlling%20Shareholders%20and%20Other%20Related%20Parties%20from%20the%20Listed%20Company) The company reported no non-operating funds occupied by controlling shareholders or other related parties from the listed company during the reporting period. - The company had no non-operating funds occupied by controlling shareholders and other related parties from the listed company during the reporting period[77](index=77&type=chunk) [3. Irregular External Guarantees](index=24&type=section&id=3.%20Irregular%20External%20Guarantees) The company had no irregular external guarantees during the reporting period. - The company had no irregular external guarantees during the reporting period[78](index=78&type=chunk) [4. Appointment and Dismissal of Accounting Firms](index=24&type=section&id=4.%20Appointment%20and%20Dismissal%20of%20Accounting%20Firms) The company's semi-annual financial report was unaudited. - The company's semi-annual financial report was unaudited[79](index=79&type=chunk) [5. Board of Directors' and Supervisory Board's Explanations on "Non-Standard Audit Report" for This Reporting Period](index=24&type=section&id=5.%20Board%20of%20Directors%27%20and%20Supervisory%20Board%27s%20Explanations%20on%20%22Non-Standard%20Audit%20Report%22%20for%20This%20Reporting%20Period) The company did not receive a non-standard audit report for the current reporting period. - The company had no non-standard audit report during the reporting period[80](index=80&type=chunk) [6. Board of Directors' Explanations on "Non-Standard Audit Report" for the Previous Year](index=24&type=section&id=6.%20Board%20of%20Directors%27%20Explanations%20on%20%22Non-Standard%20Audit%20Report%22%20for%20the%20Previous%20Year) The company did not have a non-standard audit report for the previous year. - The company had no non-standard audit report for the previous year during the reporting period[80](index=80&type=chunk) [7. Bankruptcy and Reorganization Matters](index=24&type=section&id=7.%20Bankruptcy%20and%20Reorganization%20Matters) The company had no bankruptcy or reorganization matters during the reporting period. - The company had no bankruptcy or reorganization matters during the reporting period[80](index=80&type=chunk) [8. Litigation Matters](index=24&type=section&id=8.%20Litigation%20Matters) The company had no major litigation or arbitration, but won two unfair competition lawsuits, while a significant subrogation claim is pending. - The company had no major litigation or arbitration matters during the reporting period[81](index=81&type=chunk) Other Litigation Matters | Basic Information of Litigation (Arbitration) | Amount Involved (million yuan) | Provision for Estimated Liabilities | Litigation (Arbitration) Progress | Litigation (Arbitration) Outcome and Impact | | :--- | :--- | :--- | :--- | :--- | | The company filed a lawsuit against Hunan Lidu Commercial and Trade Co., Ltd. for unfair competition and trademark infringement | 11.40 | No | First-instance judgment by Changsha Intermediate People's Court | Changsha Intermediate People's Court ruled in the first instance that the company be compensated **2.06 million yuan** | | The company sued Guangdong Shangzheng Investment Co., Ltd., Shenzhen Yixite Yichu Apparel Co., Ltd., and Guangzhou Lingnan Group Holdings Co., Ltd. for unfair competition and trademark infringement | 1.61 | No | First-instance judgment by Guangzhou Yuexiu District People's Court | Guangzhou Yuexiu District People's Court ruled in the first instance that the company be compensated **0.50 million yuan** | | Yang Qinggeng v. Chen Pinwang, Wu Yingjie, Dengta Tong'erbao Haining Leather City Co., Ltd. for subrogation claim dispute | 147.27 | Yes | First-instance trial in progress at Liaoyang Intermediate People's Court | None | | Total amount involved in other lawsuits not meeting the disclosure threshold, excluding the above lawsuits | 21.75 | No | None | None | [9. Penalties and Rectifications](index=25&type=section&id=9.%20Penalties%20and%20Rectifications) The company had no penalties or rectification situations during the reporting period. - The company had no penalties or rectification situations during the reporting period[83](index=83&type=chunk) [10. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller](index=25&type=section&id=10.%20Integrity%20Status%20of%20the%20Company%2C%20its%20Controlling%20Shareholder%2C%20and%20Actual%20Controller) The company, its controlling shareholder, and actual controller maintained good integrity status during the reporting period. - The company had no integrity issues concerning itself, its controlling shareholder, or its actual controller during the reporting period[84](index=84&type=chunk) [11. Significant Related Party Transactions](index=25&type=section&id=11.%20Significant%20Related%20Party%20Transactions) The company reported no significant related party transactions, including daily operations, asset/equity transfers, joint investments, or related party debt/credit, nor financial dealings with related financial companies. - The company had no related party transactions related to daily operations during the reporting period[84](index=84&type=chunk) - The company had no related party transactions involving asset or equity acquisition/disposal during the reporting period[85](index=85&type=chunk) - The company had no related party transactions involving joint external investment during the reporting period[86](index=86&type=chunk) - The company had no related party debt or credit transactions during the reporting period[87](index=87&type=chunk) - The company had no deposits, loans, credit lines, or other financial business with related financial companies[88](index=88&type=chunk) - The company's controlled financial company had no deposits, loans, credit lines, or other financial business with related parties[89](index=89&type=chunk) - The company had no other significant related party transactions during the reporting period[90](index=90&type=chunk) [12. Significant Contracts and Their Performance](index=26&type=section&id=12.%20Significant%20Contracts%20and%20Their%20Performance) The company has significant contracts including entrusted operations, market leasing, guarantees for subsidiaries, and wealth management, alongside other major construction projects. - Subsidiary Haining Leather City Health Industry Co., Ltd. is entrusted to operate Haining City Social Welfare Center, with a contract term until October 24, 2028[91](index=91&type=chunk) - Subsidiary Wuhan Leather City Company leased the entire market to Wuhan Huining Company for renovation and operation as a shopping center, with the lease term adjusted to January 1, 2024, to April 30, 2041, including a 12-month rent-free period for the first three years[93](index=93&type=chunk) Company Guarantees for Subsidiaries | Name of Guaranteed Party | Guarantee Limit (million yuan) | Actual Guarantee Amount (million yuan) | Type of Guarantee | Guarantee Period | Fulfilled | | :--- | :--- | :--- | :--- | :--- | :--- | | Chuangjia Financial Leasing (Zhejiang) Co., Ltd. | 300.00 | | Joint and several liability guarantee | Three years | No | | Haining Picheng Rehabilitation Hospital Co., Ltd. | 6.40 | 1.93 | Joint and several liability guarantee | Two years | No | | **Total Actual Guarantee Balance for Subsidiaries at Period-End** | | **1.93** | | | | Entrusted Wealth Management | Specific Type | Source of Entrusted Funds | Amount of Entrusted Wealth Management (million yuan) | Unmatured Balance (million yuan) | Overdue Unrecovered Amount (million yuan) | | :--- | :--- | :--- | :--- | :--- | | Bank Wealth Management Products | Own Funds | 112.50 | 104.50 | 0 | | **Total** | | **112.50** | **104.50** | **0** | Other Significant Contracts | Contract Name | Date of Execution | Contract Amount (million yuan) | Pricing Principle for Transaction Price | Status of Execution at Period-End | | :--- | :--- | :--- | :--- | :--- | | Haining Chaopin Fashion Town Development Project Lighting Engineering | January 7, 2025 | 5.63 | Public bidding | Under construction | | Haining Yishang Fashion Town Construction Project Curtain Wall and Aluminum Alloy Doors and Windows Engineering | February 27, 2025 | 29.00 | Public bidding | Under construction | [13. Explanation of Other Significant Matters](index=29&type=section&id=13.%20Explanation%20of%20Other%20Significant%20Matters) The company had no other significant matters requiring explanation during the reporting period. - The company had no other significant matters requiring explanation during the reporting period[101](index=101&type=chunk) [14. Significant Matters of Company Subsidiaries](index=29&type=section&id=14.%20Significant%20Matters%20of%20Company%20Subsidiaries) The company reported no significant matters concerning its subsidiaries during the reporting period. - The company had no significant matters concerning its subsidiaries during the reporting period[102](index=102&type=chunk) Section VI Share Changes and Shareholder Information [1. Share Change Status](index=30&type=section&id=1.%20Share%20Change%20Status) The company's total share capital remained unchanged at 1,282,616,960 shares, with consistent proportions of restricted and unrestricted shares, and director share restrictions following regulations. Share Change Status | Share Category | Number of Shares Before Change | Proportion Before Change | Increase/Decrease in This Change (shares) | Number of Shares After Change | Proportion After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 1,166,868.00 | 0.09% | 0 | 1,166,868.00 | 0.09% | | II. Unrestricted Shares | 1,281,450,092.00 | 99.91% | 0 | 1,281,450,092.00 | 99.91% | | **III. Total Shares** | **1,282,616,960.00** | **100.00%** | **0** | **1,282,616,960.00** | **100.00%** | - The company's directors, supervisors, and senior management's share restrictions and unlocking follow regulations: 25% of shares are unlocked at the beginning of each year, 75% of newly added shares are automatically locked within the year, and all shares are locked for six months after resignation[106](index=106&type=chunk) [2. Securities Issuance and Listing](index=31&type=section&id=2.%20Securities%20Issuance%20and%20Listing) The company had no securities issuance or listing activities during the reporting period. - The company had no securities issuance or listing activities during the reporting period[107](index=107&type=chunk) [3. Number of Shareholders and Shareholding Status](index=31&type=section&id=3.%20Number%20of%20Shareholders%20and%20Shareholding%20Status) The company had 37,257 common shareholders, with Haining State-owned Assets Management Co. and Haining Chaosheng Technology Industry Investment Group Co. as major shareholders, the latter increasing its stake. - The total number of common shareholders at the end of the reporting period was **37,257**[108](index=108&type=chunk) Shareholding Status of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Percentage | Number of Shares Held at Period-End (shares) | Change in Shareholding During Reporting Period (shares) | Number of Unrestricted Shares Held (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | | Haining State-owned Assets Management Co. | State-owned Legal Person | 34.58% | 443,581,267.00 | 0 | 443,581,267.00 | | Haining Chaosheng Technology Industry Investment Group Co., Ltd. | State-owned Legal Person | 18.36% | 235,538,800.00 | 235,538,800 | 235,538,800.00 | | Hongda High-Tech Holdings Co., Ltd. | Domestic Non-State-owned Legal Person | 1.49% | 19,150,000.00 | 0 | 19,150,000.00 | | Yunnan International Trust Co., Ltd. - Yunnan Trust · Great Western Silk Road No. 2 Collective Fund Trust Plan | Domestic Non-State-owned Legal Person | 0.98% | 12,508,691.00 | 0 | 12,508,691.00 | | Hong Kong Securities Clearing Company Limited | Overseas Legal Person | 0.81% | 10,353,269.00 | 3,882,525 | 10,353,269.00 | | Lin Wenjuan | Domestic Natural Person | 0.41% | 5,291,029.00 | -469,000 | 5,291,029.00 | | Lu Fei | Domestic Natural Person | 0.39% | 5,000,000.00 | 3,650,000 | 5,000,000.00 | | Industrial Wealth Asset - Industrial Bank - Jiangxi Chinese Media Blue Ocean International Investment Co., Ltd. | Domestic Non-State-owned Legal Person | 0.36% | 4,672,897.00 | 0 | 4,672,897.00 | | Yunnan International Trust Co., Ltd. - Yunnan Trust · Great Western Silk Road No. 1 Collective Fund Trust Plan | Domestic Non-State-owned Legal Person | 0.36% | 4,672,897.00 | 0 | 4,672,897.00 | | Hu Ming | Domestic Natural Person | 0.33% | 4,239,400.00 | 1,326,400 | 4,239,400.00 | - Among the top ten shareholders, Haining State-owned Assets Management Co. and Haining Chaosheng Technology Industry Investment Group Co., Ltd. are both wholly-owned subsidiaries of Haining State-owned Capital Investment and Operation Co., Ltd., indicating an associated relationship[110](index=110&type=chunk) [4. Changes in Shareholdings of Directors, Supervisors, and Senior Management](index=33&type=section&id=4.%20Changes%20in%20Shareholdings%20of%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) The company's directors, supervisors, and senior management in the reporting period had no changes in shareholding. - The company's directors, supervisors, and senior management had no changes in shareholding during the reporting period[112](index=112&type=chunk) [5. Changes in Controlling Shareholder or Actual Controller](index=34&type=section&id=5.%20Changes%20in%20Controlling%20Shareholder%20or%20Actual%20Controller) The company's controlling shareholder and actual controller remained unchanged during the reporting period. - The company's controlling shareholder did not change during the reporting period[113](index=113&type=chunk) - The company's actual controller did not change during the reporting period[113](index=113&type=chunk) [6. Preferred Share Information](index=34&type=section&id=6.%20Preferred%20Share%20Information) The company had no preferred shares during the reporting period. - The company had no preferred shares during the reporting period[114](index=114&type=chunk) Section VII Bond-Related Information [1. Enterprise Bonds](index=35&type=section&id=1.%20Enterprise%20Bonds) The company had no enterprise bonds during the reporting period. - The company had no enterprise bonds during the reporting period[116](index=116&type=chunk) [2. Corporate Bonds](index=35&type=section&id=2.%20Corporate%20Bonds) The company issued "24 Picheng 01" corporate bonds with a balance of 400 million yuan and a 2.30% interest rate, traded by professional investors without delisting risk. Corporate Bond Basic Information | Bond Name | Bond Abbreviation | Bond Code | Issue Date | Maturity Date | Bond Balance (million yuan) | Interest Rate | Repayment Method | Trading Venue | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Haining China Leather City Co., Ltd. 2024 Publicly Issued Corporate Bonds (First Tranche) for Professional Investors | 24 Picheng 01 | 524046.SZ | December 3, 2024 | December 3, 2027 | 400.00 | 2.30% | Annual interest payment, principal repaid at maturity | Shenzhen Stock Exchange | - The bond is traded by professional investors, with applicable trading mechanisms including matched transactions, click transactions, inquiry transactions, competitive bidding transactions, and negotiated transactions, posing no risk of delisting[118](index=118&type=chunk) - The bond's agreed option clauses include the option to adjust the coupon rate and the put option[119](index=119&type=chunk) [3. Non-Financial Enterprise Debt Financing Instruments](index=36&type=section&id=3.%20Non-Financial%20Enterprise%20Debt%20Financing%20Instruments) The company issued "24 Haining Leather MTN001" medium-term notes and "24 Haining Leather SCP002", "24 Haining Leather SCP003" super short-term commercial papers, with some already repaid. Non-Financial Enterprise Debt Financing Instrument Basic Information | Bond Name | Bond Abbreviation | Bond Code | Issue Date | Maturity Date | Bond Balance (million yuan) | Interest Rate | Repayment Method | Trading Venue | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Haining China Leather City Co., Ltd. 2024 First Tranche Medium-Term Notes | 24 Haining Leather MTN001 | 102482739 | June 26, 2024 | June 26, 2026 | 300.00 | 2.20% | Annual interest payment, principal repaid at maturity | Interbank Bond Market | | Haining China Leather City Co., Ltd. 2024 Second Tranche Super Short-Term Commercial Paper | 24 Haining Leather SCP002 | 012482149 | July 15, 2024 | April 11, 2025 | 0 | 1.85% | Principal and interest repaid in one lump sum at maturity | Interbank Bond Market | | Haining China Leather City Co., Ltd. 2024 Third Tranche Super Short-Term Commercial Paper | 24 Haining Leather SCP003 | 012483621 | November 18, 2024 | August 15, 2025 | 270.00 | 2.15% | Principal and interest repaid in one lump sum at maturity | Interbank Bond Market | - These debt financing instruments are for institutional investors in the national interbank bond market, with inquiry as the applicable trading mechanism, and no risk of delisting[121](index=121&type=chunk) [4. Convertible Corporate Bonds](index=37&type=section&id=4.%20Convertible%20Corporate%20Bonds) The company had no convertible corporate bonds during the reporting period. - The company had no convertible corporate bonds during the reporting period[123](index=123&type=chunk) [5. Consolidated Statement Scope Loss Exceeding 10% of Net Assets at Year-End in the Reporting Period](index=37&type=section&id=5.%20Consolidated%20Statement%20Scope%20Loss%20Exceeding%2010%25%20of%20Net%20Assets%20at%20Year-End%20in%20the%20Reporting%20Period) The company's consolidated statement scope loss did not exceed 10% of net assets at the previous year-end. - The company's consolidated statement scope loss did not exceed 10% of net assets at the previous year-end during the reporting period[124](index=124&type=chunk) [6. Key Accounting Data and Financial Indicators for the Last Two Years as of the End of the Reporting Period](index=37&type=section&id=6.%20Key%20Accounting%20Data%20and%20Financial%20Indicators%20for%20the%20Last%20Two%20Years%20as%20of%20the%20End%20of%20the%20Reporting%20Period) Liquidity ratios decreased, asset-liability ratio improved, while net profit after non-recurring items declined, and interest coverage ratio slightly increased. Key Accounting Data and Financial Indicators for the Last Two Years | Item | Current Period-End/Current Period | Prior Year-End/Prior Year Period | Change from Prior Year-End/Prior Year Period | | :--- | :--- | :--- | :--- | | Current Ratio | 1.08 | 1.11 | -2.70% | | Asset-Liability Ratio | 32.57% | 34.45% | -1.88% | | Quick Ratio | 0.68 | 0.73 | -6.85% | | Net Profit After Non-Recurring Gains and Losses (million yuan) | 45.91 | 47.17 | -2.66% | | Interest Coverage Ratio | 5.70 | 5.56 | 2.52% | | Loan Repayment Rate | 100.00% | 100.00% | 0.00% | | Interest Payment Rate | 100.00% | 100.00% | 0.00% | Section VIII Financial Report [1. Audit Report](index=38&type=section&id=1.%20Audit%20Report) The company's semi-annual financial report was unaudited. - The company's semi-annual financial report was unaudited[127](index=127&type=chunk) [2. Financial Statements](index=38&type=section&id=2.%20Financial%20Statements) This section presents the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity. - This section includes the consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity[128](index=128&type=chunk)[132](index=132&type=chunk)[136](index=136&type=chunk)[140](index=140&type=chunk)[143](index=143&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk)[154](index=154&type=chunk) [1. Consolidated Balance Sheet](index=38&type=section&id=1.%20Consolidated%20Balance%20Sheet) As of June 30, 2025, total consolidated assets were 12.99 billion yuan, a 2.22% decrease, with total liabilities at 4.23 billion yuan and owners' equity at 8.76 billion yuan. Consolidated Balance Sheet Major Data | Item | Period-End Balance (billion yuan) | Period-Beginning Balance (billion yuan) | | :--- | :--- | :--- | | Total Assets | 12.99 | 13.28 | | Total Current Assets | 2.78 | 2.97 | | Total Non-Current Assets | 10.21 | 10.31 | | Total Liabilities | 4.23 | 4.58 | | Total Owners' Equity | 8.76 | 8.71 | [2. Parent Company Balance Sheet](index=40&type=section&id=2.%20Parent%20Company%20Balance%20Sheet) As of June 30, 2025, parent company total assets were 9.41 billion yuan, slightly decreased, with total liabilities at 2.67 billion yuan and owners' equity at 6.74 billion yuan. Parent Company Balance Sheet Major Data | Item | Period-End Balance (billion yuan) | Period-Beginning Balance (billion yuan) | | :--- | :--- | :--- | | Total Assets | 9.41 | 9.49 | | Total Current Assets | 5.05 | 5.06 | | Total Non-Current Assets | 4.36 | 4.43 | | Total Liabilities | 2.67 | 2.80 | | Total Owners' Equity | 6.74 | 6.68 | [3. Consolidated Income Statement](index=42&type=section&id=3.%20Consolidated%20Income%20Statement) Consolidated total operating revenue decreased by 2.44% to 489.81 million yuan, with net profit attributable to parent company shareholders declining by 21.90% to 46.31 million yuan. Consolidated Income Statement Major Data | Item | Current Period Amount (million yuan) | Prior Period Amount (million yuan) | | :--- | :--- | :--- | | Total Operating Revenue | 489.81 | 502.08 | | Operating Profit | 86.85 | 116.42 | | Total Profit | 86.44 | 115.71 | | Net Profit | 62.80 | 84.63 | | Net Profit Attributable to Parent Company Shareholders | 46.31 | 59.30 | | Total Comprehensive Income | 54.60 | 84.63 | | Basic Earnings Per Share (yuan/share) | 0.04 | 0.05 | [4. Parent Company Income Statement](index=44&type=section&id=4.%20Parent%20Company%20Income%20Statement) Parent company operating revenue increased by 2.14% to 110.40 million yuan, with net profit significantly rising by 56.89% to 56.18 million yuan. Parent Company Income Statement Major Data | Item | H1 2025 (million yuan) | H1 2024 (million yuan) | | :--- | :--- | :--- | | Operating Revenue | 110.40 | 108.08 | | Operating Profit | 58.28 | 35.02 | | Total Profit | 58.23 | 33.92 | | Net Profit | 56.18 | 35.81 | | Total Comprehensive Income | 56.18 | 35.81 | [5. Consolidated Cash Flow Statement](index=46&type=section&id=5.%20Consolidated%20Cash%20Flow%20Statement) Operating cash flow decreased by 6.89%, investment cash flow saw increased outflow, and financing cash flow significantly dropped due to repayment of super short-term commercial papers. Consolidated Cash Flow Statement Major Data | Item | H1 2025 (million yuan) | H1 2024 (million yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 232.09 | 249.27 | | Net Cash Flow from Investing Activities | -106.67 | -85.47 | | Net Cash Flow from Financing Activities | -201.44 | -2.51 | | Net Increase in Cash and Cash Equivalents | -76.03 | 161.27 | - Net cash flow from financing activities decreased significantly by **7938.56%** year-on-year, primarily due to the company's repayment of super short-term commercial papers during the reporting period[31](index=31&type=chunk)[32](index=32&type=chunk)[144](index=144&type=chunk) [6. Parent Company Cash Flow Statement](index=47&type=section&id=6.%20Parent%20Company%20Cash%20Flow%20Statement) Parent company operating cash flow decreased by 79.94%, investment cash flow turned positive, and financing cash flow became negative due to outflows. Parent Company Cash Flow Statement Major Data | Item | H1 2025 (million yuan) | H1 2024 (million yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 81.78 | 407.81 | | Net Cash Flow from Investing Activities | 78.84 | -301.41 | | Net Cash Flow from Financing Activities | -295.07 | 91.04 | | Net Increase in Cash and Cash Equivalents | -134.45 | 197.43 | [7. Consolidated Statement of Changes in Owners' Equity](index=48&type=section&id=7.%20Consolidated%20Statement%20of%20Changes%20in%20Owners%27%20Equity) Consolidated owners' equity increased by 51.71 million yuan, driven by net profit attributable to the parent company and minority interests, despite a decrease in other comprehensive income. Consolidated Owners' Equity Change | Item | Change Amount in Current Period (million yuan) | | :--- | :--- | | Total Owners' Equity Attributable to Parent Company | 38.11 | | Minority Interests | 13.60 | | **Total Owners' Equity** | **51.71** | - The after-tax net amount of other comprehensive income attributable to parent company owners for the current period was **-8.20 million yuan**[149](index=149&type=chunk) [8. Parent Company Statement of Changes in Owners' Equity](index=52&type=section&id=8.%20Parent%20Company%20Statement%20of%20Changes%20in%20Owners%27%20Equity) Parent company owners' equity increased by 56.18 million yuan, primarily due to the increase in net profit. Parent Company Owners' Equity Change | Item | Change Amount in Current Period (million yuan) | | :--- | :--- | | **Total Owners' Equity** | **56.18** | - The total comprehensive income of the parent company for the current period was **56.18 million yuan**[156](index=156&type=chunk) [3. Company Overview](index=55&type=section&id=3.%20Company%20Overview) Haining China Leather City Co., Ltd., established in 2007 and listed in 2010, primarily engages in market development, financial services, and health care, with a registered capital of 1.28 billion yuan. - Haining China Leather City Co., Ltd. was registered on December 5, 2007, with a registered capital of **1,282.62 million yuan**, stock code 002344, and was listed on the Shenzhen Stock Exchange on January 26, 2010[159](index=159&type=chunk) - The company's principal businesses include market development and operation, financial related services, goods circulation and services, health medical services, and hotel operations[159](index=159&type=chunk) - This section provides a list of abbreviations for the company and its major subsidiaries, facilitating the reading of financial statements[160](index=160&type=chunk)[161](index=161&type=chunk) [4. Basis of Financial Statement Preparation](index=57&type=section&id=4.%20Basis%20of%20Financial%20Statement%20Preparation) The company's financial statements are prepared on a going concern basis, with no significant doubts about its ability to continue operations for the next 12 months. - The company's financial statements are prepared on a going concern basis[162](index=162&type=chunk) - There are no matters or circumstances that would cause significant doubt about the company's ability to continue as a going concern for the 12 months from the end of the reporting period[163](index=163&type=chunk) [5. Significant Accounting Policies and Estimates](index=58&type=section&id=5.%20Significant%20Accounting%20Policies%20and%20Estimates) This section details the company's adherence to accounting standards, accounting period, functional currency, materiality, and specific policies for various financial items, with no changes in policies or estimates. - The company's financial statements comply with enterprise accounting standards, accurately and completely reflecting its financial position, operating results, and cash flows[165](index=165&type=chunk) - The company's accounting year runs from January 1 to June 30 of the Gregorian calendar, and its functional currency is RMB[166](index=166&type=chunk)[168](index=168&type=chunk) - The company has formulated specific accounting policies and estimates based on its actual production and operation characteristics, covering financial instrument impairment, inventory, fixed asset depreciation, construction in progress, intangible assets, and revenue recognition[164](index=164&type=chunk) - The company had no significant changes in accounting policies and accounting estimates during the reporting period[242](index=242&type=chunk) [6. Taxation](index=74&type=section&id=6.%20Taxation) This section outlines the company's main tax types and rates, including VAT, corporate income tax, and property tax, with some subsidiaries benefiting from preferential tax policies. Major Tax Types and Rates | Tax Type | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax | Based on sales of goods and taxable services calculated according to tax laws, minus input tax allowed for deduction in the current period; the difference is VAT payable | 13%, 9%, 6%, 5% | | Urban Maintenance and Construction Tax | Based on sales of goods and taxable services calculated according to tax laws, minus input tax allowed for deduction in the current period; the difference is VAT payable | 7%, 5% | | Corporate Income Tax | Taxable income | 25%, 20%, 15% | | Land Value-Added Tax | Value-added amount from compensated transfer of state-owned land use rights and ownership of buildings and other attachments | [Note 2] | | Property Tax | For value-based assessment, 1.2% of the original value after a one-time deduction of 30%; for rent-based assessment, 12% of rental income | 1.2%, 12% | | Education Surcharge | Actual amount of turnover tax paid | 3% | | Local Education Surcharge | Actual amount of turnover tax paid | 2% | | Land Use Tax | Actual occupied land area | 2-18 yuan/square meter annually by region | - Picheng Best Company and Picheng Logistics Company are recognized as small and micro-profit enterprises, subject to corporate income tax at a **20%** rate. Picheng Network Technology Company and Picheng Data Company passed high-tech enterprise evaluations, subject to corporate income tax at a **15%** rate[244](index=244&type=chunk) - Chuangjia Financing Company enjoys preferential policies for financial leasing services, allowing deduction of borrowing interest, bond issuance interest, and vehicle purchase tax from sales. Rehabilitation Hospital Company and Yihe Medical Care Company are exempt from VAT in the current period. Picheng Photovoltaic Company and Liaoyang Fashion Company enjoy a "three-year exemption, three-year half reduction" corporate income tax preferential policy for photovoltaic power generation related income[245](index=245&type=chunk) [7. Notes to Consolidated Financial Statement Items](index=75&type=section&id=7.%20Notes%20to%20Consolidated%20Financial%20Statement%20Items) This section provides detailed explanations for all consolidated financial statement items, including assets, liabilities, equity, revenues, and expenses, with period-end balances and changes. - Monetary funds at period-end amounted to **990.55 million yuan**, including pledged time deposits and interest of **96.34 million yuan** and guarantee business deposits of **59.39 million yuan**[247](index=247&type=chunk)[248](index=248&type=chunk) - Trading financial assets at period-end amounted to **104.50 million yuan**, primarily wealth management products[250](index=250&type=chunk) - Accounts receivable at period-end amounted to **40.93 million yuan**, with bad debt provisions of **5.44 million yuan**, and **74.39%** of balances being within 1 year[251](index=251&type=chunk)[253](index=253&type=chunk)[255](index=255&type=chunk) - Inventory at period-end amounted to **1,014.35 million yuan**, including development costs of **884.26 million yuan**, developed products of **127.29 million yuan**, and inventory impairment provisions of **23.78 million yuan**[288](index=288&type=chunk)[290](index=290&type=chunk) - Investment properties are measured using the cost model, with a period-end carrying value of **6,865.50 million yuan**, comprising buildings of **5,680.96 million yuan** and land use rights of **1,182.60 million yuan**[316](index=316&type=chunk)[317](index=317&type=chunk) - Short-term borrowings at period-end amounted to **125.25 million yuan**, primarily credit borrowings[351](index=351&type=chunk) - Bonds payable at period-end amounted to **399.81 million yuan**, primarily "24 Picheng 01" corporate bonds[383](index=383&type=chunk) - Operating revenue and operating cost: Current period operating revenue was **469.05 million yuan**, and operating cost was **328.19 million yuan**[404](index=404&type=chunk) [8. Research and Development Expenses](index=118&type=section&id=8.%20Research%20and%20Development%20Expenses) Total R&D expenditure was 626,006.61 yuan, with both expensed and capitalized portions, including projects like smart park digitalization and supply chain operations. Research and Development Expenses | Item | Current Period Amount (yuan) | Prior Period Amount (yuan) | | :--- | :--- | :--- | | Employee Compensation | 518,823.82 | 6,035,973.34 | | Depreciation and Amortization | 13,388.95 | 19,599.18 | | Other | 93,793.84 | 46,688.67 | | **Total** | **626,006.61** | **6,102,261.19** | | Of which: Expensed R&D Expenditure | 405,635.88 | 6,102,261.19 | | Capitalized R&D Expenditure | 220,370.73 | | - Capitalized R&D projects include 2025 Smart Park Digitalization, Picheng Canteen 2.0, Picheng Yanxuan Full-Link Operation, and Law Firm Electronic Archiving System, with a total period-end balance of **170,161.10 yuan**[470](index=470&type=chunk)[471](index=471&type=chunk) [9. Changes in Consolidation Scope](index=119&type=section&id=9.%20Changes%20in%20Consolidation%20Scope) The company's consolidation scope expanded to include Haining Qinghang Partnership (newly established) and reduced by Fashion Tide City Company (deregistered). Increase in Consolidation Scope | Company Name | Method of Equity Acquisition | Time of Equity Acquisition | Capital Contribution (million yuan) | Capital Contribution Ratio | | :--- | :--- | :--- | :--- | :--- | | Haining Qinghang Partnership | Newly established | April 2025 | 135.80 | 96.90% | Decrease in Consolidation Scope | Company Name | Method of Equity Disposal | Time of Equity Disposal | Net Assets at Disposal Date (million yuan) | Net Profit from Period-Beginning to Disposal Date (million yuan) | | :--- | :--- | :--- | :--- | :--- | | Fashion Tide City Company | Deregistration | June 2025 | 37.26 | 4.11 | [10. Interests in Other Entities](index=119&type=section&id=10.%20Interests%20in%20Other%20Entities) This section details the company's interests in subsidiaries, joint ventures, and associates, covering diverse business sectors, with key subsidiaries and an important associate, Jiaxing Bank. - The company owns multiple controlling subsidiaries, with business natures covering comprehensive, goods circulation, service industry, financial industry, investment industry, medical services, wholesale industry, and energy[475](index=475&type=chunk)[476](index=476&type=chunk)[477](index=477&type=chunk)[478](index=478&type=chunk) - Fashion Town Company, Leather City Investment Company, and Picheng Management Company are important subsidiaries of the company[479](index=479&type=chunk) - The company holds a **7.18%** equity interest in Jiaxing Bank, accounted for using the equity method, and it is a significant associate[485](index=485&type=ch