开开B股(900943) - 2024 Q2 - 季度财报

Definitions This chapter defines key terms, company abbreviations, and regulatory information, providing a foundational understanding of the report Definitions of Common Terms This chapter defines professional terms, company entity abbreviations, regulatory bodies, and relevant regulations used in the report, providing a basis for understanding the report content Company Profile and Key Financial Indicators This section provides the company's basic information and a summary of its key financial performance and indicators Company Basic Information This chapter provides the company's basic business registration information, including names, legal representative, contact details, and addresses, noting an office address change during the reporting period - During the reporting period, the company's office address changed from "Building 3, 1-3rd Floor, No. 421 Haifang Road, Shanghai" to "No. 678 Changping Road, Jing'an District, Shanghai"[10] Key Accounting Data and Financial Indicators During the reporting period, the company's operating revenue and net profit attributable to shareholders both achieved significant growth, but net profit after deducting non-recurring gains and losses sharply declined by 60.32% due to a large housing expropriation compensation Main Accounting Data | Main Accounting Data | Current Period (Jan-Jun) (RMB) | Prior Period (RMB) | Current Period vs. Prior Period Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 489,520,495.53 | 390,695,063.33 | 25.29% | | Net Profit Attributable to Shareholders of Listed Company | 31,009,018.96 | 16,921,435.33 | 83.25% | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-recurring Gains and Losses | 3,293,810.28 | 8,300,642.02 | -60.32% | | Net Cash Flow from Operating Activities | -27,934,426.71 | -20,721,631.19 | Not Applicable | | | Current Period End (RMB) | Prior Year End (RMB) | Current Period End vs. Prior Year End Change (%) | | Net Assets Attributable to Shareholders of Listed Company | 614,929,362.24 | 595,827,343.28 | 3.21% | | Total Assets | 1,392,504,076.32 | 1,326,712,627.84 | 4.96% | Main Financial Indicators | Main Financial Indicators | Current Period (Jan-Jun) | Prior Period | Current Period vs. Prior Period Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (RMB/share) | 0.128 | 0.070 | 82.86% | | Basic Earnings Per Share After Deducting Non-recurring Gains and Losses (RMB/share) | 0.014 | 0.034 | -58.82% | | Weighted Average Return on Net Assets (%) | 5.07% | 2.95% | Increased by 2.12 percentage points | | Weighted Average Return on Net Assets After Deducting Non-recurring Gains and Losses (%) | 0.54% | 1.45% | Decreased by 0.91 percentage points | - The main reason for the company's decline in non-recurring net profit is the adjustment in the domestic consumer market, leading to more cautious consumption of high-end tonics and other products, resulting in lower revenue and gross profit for related products[15] - The significant increase in net profit is due to the recognition of RMB 28.4393 million in housing expropriation compensation income during the reporting period, which is a non-recurring gain or loss[15] Analysis of Non-recurring Gains and Losses During the reporting period, total non-recurring gains and losses amounted to RMB 27.7152 million, which is the core reason why net profit attributable to shareholders was significantly higher than net profit after deducting non-recurring gains and losses, with disposal gains/losses from non-current assets being the largest item at RMB 28.4692 million Non-recurring Gains and Losses Items | Non-recurring Gains and Losses Item | Amount (RMB) | | :--- | :--- | | Disposal Gains/Losses from Non-current Assets | 28,469,249.30 | | Government Grants Included in Current Profit/Loss | 5,553,009.18 | | Fair Value Change Gains/Losses of Financial Assets/Liabilities | 1,149,693.48 | | Other Non-operating Income/Expenses and Others | 920,969.61 | | Less: Income Tax Impact | 8,375,828.57 | | Less: Impact of Minority Interests (After Tax) | 1,884.32 | | Total | 27,715,208.68 | Management Discussion and Analysis This section provides an in-depth discussion of the company's industry, core business operations, competitive advantages, and potential risks Industry and Main Business Overview The company operates under a dual-main business model of pharmaceutical distribution and services, and apparel wholesale and retail, with both "Leiyunshang" and "Kaikai" brands being "China Time-honored Brands" - The company's main business operates under a dual-main business model: - Pharmaceutical Segment: Primarily wholesale, retail, and health services, covering medicines, medical devices, etc., and transforming towards comprehensive health services[23] - Apparel Segment: Engaged in wholesale, retail, and custom business of "Kaikai" brand shirts, wool sweaters, and other series[23] - The pharmaceutical segment's operating model revolves around the "big health" industry, focusing on digital development through the "Four Clouds" project (Cloud Pharmacy, Traditional Chinese Medicine Cloud, Cloud Health, Cloud Medicine City)[26] - The company's two major brands, "Leiyunshang" and "Kaikai", are both "China Time-honored Brands", with their brand value recognized by the market[28] - "Shang Lei" brand products rank among the top in similar traditional Chinese medicine products in the city, and "Kaikai" brand is a "China Well-known Trademark"[28] Analysis of Core Competencies The company's core competencies are reflected in its talent, brand, regional presence, and customer network advantages, including a professional team, two "China Time-honored Brands", a strategic location in Shanghai, and stable relationships with medical institutions - Talent Advantage: Possesses 136 mid-to-senior professional and technical personnel and multiple high-skilled talent training bases and workshops[29] - Brand Advantage: Owns "Leiyunshang" and "Kaikai", two "China Time-honored Brands", with "Shang Lei" self-owned brand tonic series products achieving annual sales exceeding RMB 100 million[31] - Regional and Customer Advantage: Business is rooted in Shanghai's Jing'an District core business circle, with stable customer traffic[32] - The pharmaceutical segment has established stable business relationships with numerous medical institutions across the city and radiates to the Yangtze River Delta[33] Discussion and Analysis of Operations In the first half of 2024, the company pursued its "big health" transformation, initiated A-share refinancing, and deepened apparel reforms, achieving revenue and net profit growth despite a decline in non-recurring net profit due to market changes Financial Indicators | Financial Indicator | June 30, 2024 / First Half | vs. Beginning of Year / Prior Period | Increase/Decrease | | :--- | :--- | :--- | :--- | | Total Assets | RMB 1.393 billion | Increased by RMB 65.7915 million | 4.96% | | Net Assets Attributable to Parent Company | RMB 615 million | Increased by RMB 19.1021 million | 3.21% | | Operating Revenue | RMB 490 million | Increased by RMB 98.8254 million | 25.29% | | Net Profit Attributable to Parent Company | RMB 31.009 million | Increased by RMB 14.0876 million | 83.25% | | Net Profit After Deducting Non-recurring Gains and Losses | RMB 3.2938 million | Decreased by RMB 5.0068 million | -60.32% | - The company initiated a "private placement of A-shares" refinancing project, aiming to provide financial support for the "big health" industry layout and increase the state-controlled shareholder's stake to over 33.4%[39] - The company actively explores the "Digital + Health" innovation model, accelerating the optimization of the "Four Clouds" platform functions, with traditional Chinese medicine decoction pieces wholesale business revenue growing by nearly 30% in the first half of the year[41] - The company is expanding into new medical service areas; the "Leiyunshang Xiqu Clinic Dental Department Project" began trial operation in early July, aiming to create a "one-stop" full-cycle oral health management service[41] Analysis of Main Business This chapter details financial statement account changes, non-operating profit impacts, asset and liability status, and investment activities, highlighting that revenue growth was driven by medical consumables and reagents supply chain business, and asset disposal gains were a key non-operating factor for profit increase Analysis of Changes in Financial Statement Accounts During the reporting period, operating revenue increased by 25.29% year-on-year, mainly due to the growth in medical consumables and reagents supply chain business, while asset disposal gains surged by 1,849,364.27% due to housing expropriation compensation | Account | Current Period Amount (RMB) | Prior Period Amount (RMB) | Change Ratio (%) | Main Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 489,520,495.53 | 390,695,063.33 | 25.29 | Increase in medical consumables and reagents supply chain business revenue | | Operating Cost | 397,186,647.60 | 297,440,370.70 | 33.53 | Increased with sales revenue | | Asset Disposal Gains | 28,485,263.76 | 1,540.19 | 1,849,364.27 | Recognition of housing expropriation compensation income | | Net Cash Flow from Investing Activities | 25,883,454.68 | -29,650,329.02 | Not Applicable | Received housing expropriation compensation | | Credit Impairment Losses | -1,929,841.64 | -10,393,492.45 | Not Applicable | Reduced provision for bad debts due to smaller increase in USD exchange rate | Analysis of Assets and Liabilities Total assets at the end of the period increased by 4.96% from the beginning of the year, with significant increases in prepaid accounts, long-term deferred expenses, and right-of-use assets due to business procurement and the dental department project, while other receivables decreased significantly due to housing relocation funds | Item Name | Current Period End Amount (RMB) | Prior Year End Amount (RMB) | Change Ratio (%) | Main Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Prepaid Accounts | 2,132,706.32 | 1,280,122.81 | 66.60 | Increased prepaid purchases in pharmaceutical and apparel segments | | Other Receivables | 4,099,737.88 | 25,187,680.64 | -83.72 | Received housing relocation funds receivable at prior year-end | | Construction in Progress | 1,066,813.20 | 2,596,039.50 | -58.91 | Dental department expansion project completed and transferred out | | Long-term Deferred Expenses | 7,158,308.66 | 2,894,345.74 | 147.32 | Expenditures related to dental department expansion project transferred in | Analysis of Major Holding and Participating Companies The company's main profits come from its wholly-owned subsidiary, Shanghai Leiyunshang Pharmaceutical Xiqu Co., Ltd., which achieved a net profit of RMB 35.56 million in the first half of the year, and its holding subsidiary, Shanghai Leixi Jingyi Supply Chain Management Co., Ltd., which contributed RMB 10.89 million in net profit - Shanghai Leiyunshang Pharmaceutical Xiqu Co., Ltd. (Wholly-owned Subsidiary): As the operating entity for the pharmaceutical segment, it achieved operating revenue of RMB 459 million and net profit of RMB 35.5599 million in the first half of 2024[51] - Shanghai Leixi Jingyi Supply Chain Management Co., Ltd. (Holding Subsidiary): The consumables and reagents supply chain business operated stably, achieving operating revenue of RMB 189 million and net profit of RMB 10.8936 million in the first half of 2024[52] Potential Risks The company faces three main risks: the long cultivation period and market uncertainties of its "big health" strategic transformation, the potential shrinking of traditional pharmaceutical business due to macro policies like centralized drug procurement, and intense competition in the highly market-oriented apparel and pharmaceutical retail industries - Transformation and Development Risk: The company's "big health" strategic transformation-related businesses require a longer cultivation period, with market development uncertainties, potentially negatively impacting profits in the short term[54] - Macro Policy Risk: Policies such as centralized drug procurement may lead to a shrinking of traditional drug sales business; if the company's strategic transformation does not meet expectations, it will bring risks[55] - Industry Competition Risk: The apparel and pharmaceutical retail industries are highly competitive; if the company cannot adapt to market changes in terms of business model innovation and customer expansion, it may be at a disadvantage in competition[57] Corporate Governance This section outlines the company's corporate governance structure, including shareholder meetings, changes in key personnel, and profit distribution plans Shareholders' Meeting and Changes in Directors, Supervisors, and Senior Management During the reporting period, the company held its 2023 Annual Shareholders' Meeting on June 28, 2024, where all 22 proposals were approved, and Ms. Liao Chen was elected as the new employee supervisor following Ms. Zhou Xin's resignation - The company held its 2023 Annual Shareholders' Meeting on June 28, 2024; the meeting procedures were legal and effective, and all proposals were approved[59][60] - During the reporting period, there was a change in the company's employee supervisor: Ms. Zhou Xin resigned, and Ms. Liao Chen was elected as the new employee supervisor[61] Profit Distribution Plan The company has no half-year profit distribution or capital reserve capitalization plan for this reporting period - No profit distribution or capital reserve capitalization plan for this reporting period[61] Environmental and Social Responsibility This section details the company's environmental management practices and its commitment to social responsibility, including rural revitalization efforts and charitable contributions Environmental Information The company is not a key pollutant discharge unit, with only its subsidiary Shibei Gaoxin Clinic involved in medical wastewater treatment and compliant discharge, and both the company and its main subsidiary are ISO14001 certified - The company is not a key pollutant discharge unit; its clinics handle medical wastewater according to regulations[63] - The company and its main subsidiaries hold valid "Environmental Management System Certification Certificates" (ISO14001)[64] Social Responsibility and Rural Revitalization The company actively fulfills its social responsibilities as a state-owned enterprise, continuously carrying out targeted assistance work, including paired assistance projects with villages in Shanghai and Yunnan, and donating materials for charitable public welfare - The company continues to carry out rural revitalization assistance work, establishing paired assistance relationships with villages in Chongming District, Shanghai, Wenshan Prefecture, Yunnan, and other areas, and providing financial support[66] - The company's wholly-owned subsidiary, Shanghai Kaikai Shirt General Factory Co., Ltd., donated materials worth approximately RMB 110,000 to the Shanghai Charity Foundation for charitable public welfare[66] Significant Matters This section covers significant events, including the fulfillment of commitments by key stakeholders, major related party transactions, and other important corporate developments Fulfillment of Commitments During the reporting period, the company's controlling shareholder, actual controller, and directors, supervisors, and senior management fulfilled commitments related to the refinancing project, and the controlling shareholder's long-term commitment regarding the "Zhang Chen Incident" bill dispute remains effective - To cooperate with the 2024 private placement of A-shares project, the controlling shareholder, Jing'an State-owned Assets Management Company, and the company's directors, supervisors, and senior management made commitments regarding share lock-up, filling immediate return dilution, etc[67][68] - The controlling shareholder, Shanghai Kaikai (Group) Co., Ltd., issued a commitment letter in 2005 regarding the "Zhang Chen Incident" bill dispute, promising to bear all losses caused thereby, and this commitment remains long-term effective[69] Significant Related Party Transactions During the reporting period, the company advanced a significant related party transaction, proposing to transfer its 10% equity stake in Shanghai Jing'an Yongshanghui Microfinance Co., Ltd. to its controlling shareholder, Kaikai Group, to optimize resource allocation and focus on its main business - The company plans to transfer its 10% equity stake in Shanghai Jing'an Yongshanghui Microfinance Co., Ltd. to its controlling shareholder, Kaikai Group, with the transaction price determined based on asset appraisal results at RMB 9.48452 million[71] - This transaction has been approved by the SASAC and payment has been completed[72] Other Significant Matters The company initiated a private placement of A-shares project in May 2024, which has been approved by the Shanghai State-owned Assets Supervision and Administration Commission and the company's shareholders' meeting, and is currently awaiting regulatory approval for implementation - The company's 2024 private placement of A-shares project has been approved by the Municipal SASAC and the shareholders' meeting, and is awaiting review and approval from regulatory authorities[75] Share Changes and Shareholder Information This section provides an overview of the company's share capital stability and the composition of its shareholder base, including the controlling shareholder and top ten shareholders Share Capital Changes During the reporting period, the company's total share capital and share capital structure remained unchanged, with a total share capital of 243 million shares - During the reporting period, the company's total number of shares and share capital structure remained unchanged[77] Shareholder Information As of the end of the reporting period, the company had 36,592 common shareholders, with the controlling shareholder, Shanghai Kaikai (Group) Co., Ltd., holding 26.51% of the total share capital, and state-owned legal entities occupying multiple positions among the top ten shareholders - As of the end of the reporting period, the total number of common shareholders was 36,592[78] Shareholder Information | Shareholder Name | Shares Held at Period End (Shares) | Proportion (%) | Shareholder Nature | | :--- | :--- | :--- | :--- | | Shanghai Kaikai (Group) Co., Ltd. | 64,409,783 | 26.51 | State-owned Legal Entity | | Shanghai Jing'an State-owned Assets Management Co., Ltd. | 6,000,000 | 2.47 | State-owned Legal Entity | | Shanghai Jinxing Trading Company | 3,000,000 | 1.23 | State-owned Legal Entity | | Yang Dexin | 2,539,200 | 1.04 | Domestic Natural Person | | CITIGROUP GLOBAL MARKETS LIMITED | 1,710,500 | 0.70 | Unknown | | Goldman Sachs & Co. LLC | 1,130,611 | 0.47 | Unknown | | Shanghai Jiubai (Group) Co., Ltd. | 880,000 | 0.36 | State-owned Legal Entity | | BOCI SECURITIES LIMITED | 862,725 | 0.36 | Unknown | | Jiang Yuping | 753,833 | 0.31 | Domestic Natural Person | | Zhou Bo | 700,000 | 0.29 | Domestic Natural Person | Preferred Shares and Bonds This section confirms the absence of preferred shares, corporate bonds, convertible corporate bonds, and other non-financial enterprise debt financing instruments during the reporting period Preferred Shares and Bonds During the reporting period, the company had no preferred shares, corporate bonds, convertible corporate bonds, or other non-financial enterprise debt financing instruments - The company has no preferred shares, corporate bonds, or convertible corporate bonds[81][82] Financial Report This section presents the company's comprehensive financial statements, including balance sheets, income statements, cash flow statements, and notes, providing a detailed overview of its financial performance and position Main Financial Statements This chapter includes the company's 2024 first-half consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, comprehensively reflecting the financial status, operating results, and cash flow during the reporting period Consolidated Balance Sheet As of June 30, 2024, the company's total assets were RMB 1.393 billion, an increase of 4.96% from the beginning of the year; total liabilities were RMB 754 million, an increase of 4.75%; and net assets attributable to parent company shareholders were RMB 615 million, an increase of 3.21% | Item | June 30, 2024 (RMB) | December 31, 2023 (RMB) | | :--- | :--- | :--- | | Total Assets | 1,392,504,076.32 | 1,326,712,627.84 | | Total Current Assets | 790,733,280.13 | 728,570,642.19 | | Total Non-current Assets | 601,770,796.19 | 598,141,985.65 | | Total Liabilities | 753,668,434.99 | 719,515,141.16 | | Total Current Liabilities | 568,823,460.83 | 532,547,093.02 | | Total Non-current Liabilities | 184,844,974.16 | 186,968,048.14 | | Total Owners' Equity Attributable to Parent Company | 614,929,362.24 | 595,827,343.28 | Consolidated Income Statement In the first half of 2024, the company achieved total operating revenue of RMB 490 million, a year-on-year increase of 25.29%; total operating costs were RMB 470 million, an increase of 28.1%; net profit attributable to parent company shareholders was RMB 31.009 million, an increase of 83.25%, with basic earnings per share of RMB 0.128 | Item | First Half of 2024 (RMB) | First Half of 2023 (RMB) | | :--- | :--- | :--- | | I. Total Operating Revenue | 489,520,495.53 | 390,695,063.33 | | II. Total Operating Costs | 469,570,674.02 | 366,585,535.95 | | III. Operating Profit | 54,515,615.68 | 26,048,617.31 | | IV. Total Profit | 54,866,860.45 | 26,079,655.91 | | Net Profit Attributable to Parent Company Shareholders | 31,009,018.96 | 16,921,435.33 | | Basic Earnings Per Share (RMB/share) | 0.128 | 0.070 | Consolidated Cash Flow Statement During the reporting period, net cash flow from operating activities was -RMB 27.9344 million, with a year-on-year increase in net outflow; investing activities turned into a net inflow of RMB 25.8835 million due to housing disposal funds; and financing activities had a net inflow of RMB 0.6766 million | Item | First Half of 2024 (RMB) | First Half of 2023 (RMB) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -27,934,426.71 | -20,721,631.19 | | Net Cash Flow from Investing Activities | 25,883,454.68 | -29,650,329.02 | | Net Cash Flow from Financing Activities | 676,570.72 | -19,065,786.41 | | Net Increase in Cash and Cash Equivalents | -1,373,510.81 | -69,605,371.28 | Notes to Financial Statements (Selected) The notes provide detailed explanations of the composition and changes of major financial statement items, including the full impairment provision for receivables from Falcon Company, the large asset disposal gain recognized due to housing expropriation, and the breakdown of revenue by business type Accounts Receivable The book value of accounts receivable at the end of the period was RMB 413 million, with RMB 277 million from Falcon International Group Limited fully impaired due to expected uncollectibility, and the top five accounts receivable collectively accounting for 83.02% of the total - Accounts receivable from Falcon International Group Limited, amounting to RMB 276,548,660.78, have been fully impaired, with the reason being "expected to be uncollectible"[192] Asset Disposal Gains Asset disposal gains for the reporting period were RMB 28.4853 million, a significant increase from RMB 1,540.19 in the prior year, primarily from compensation received by wholly-owned subsidiary Shanghai Leiyunshang Pharmaceutical Xiqu Co., Ltd. due to its property being included in an old city renovation project - Current period asset disposal gains primarily resulted from the expropriation of property belonging to subsidiary Shanghai Leiyunshang Pharmaceutical Xiqu Co., Ltd., with total relocation compensation of RMB 28.8774 million received and RMB 28.4393 million recognized as asset disposal gains[263][264] Composition of Operating Revenue The company's total operating revenue for the first half of 2024 was RMB 490 million, with the pharmaceutical segment contributing RMB 459 million as the absolute core revenue driver, and the apparel segment contributing RMB 27.5 million; wholesale revenue accounted for the highest proportion at RMB 323 million Revenue and Cost by Contract Classification | Contract Classification | Operating Revenue (RMB) | Operating Cost (RMB) | | :--- | :--- | :--- | | By Business Segment | | | | Pharmaceutical Segment | 458,900,923.01 | 374,246,913.29 | | Apparel Segment | 27,501,270.90 | 22,187,038.93 | | Other Segments | 3,118,301.62 | 752,695.38 | | Total | 489,520,495.53 | 397,186,647.60 |