聚力文化(002247) - 2024 Q2 - 季度财报

Important Notes, Table of Contents, and Definitions This section provides essential disclaimers, lists all report chapters, and defines key terms for clarity Important Notes The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content, while also cautioning investors about forward-looking statements regarding future strategies and operating plans, with no plans for cash dividends, bonus shares, or capital increase from capital reserves - The company's board of directors, supervisory board, and senior management guarantee the report content is true, accurate, and complete[1] - Forward-looking statements do not constitute substantive commitments, and investors should be aware of the risks[1] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[1] Table of Contents This section lists all chapters of the semi-annual report, including important notes, company profile, management discussion and analysis, corporate governance, environmental and social responsibility, significant matters, share changes and shareholder information, preferred shares, bonds, and financial reports - The report's table of contents includes ten main chapters, covering company operations, finance, governance, and social responsibility[2] Reference Documents Reference documents include financial statements signed and sealed by the company's负责人, chief accountant, and head of accounting department, as well as originals of all publicly disclosed company documents and announcements during the reporting period - Reference documents include signed and sealed financial statements and original publicly disclosed documents[3] Definitions This section provides definitions for common terms used in the report, including company names, major subsidiary names, regulatory bodies, laws and regulations, and the reporting period, ensuring clear understanding of the report's content - Defines the company, subsidiaries (e.g., Dilong New Materials, Chengdu Dilong), regulatory bodies (China Securities Regulatory Commission), and relevant laws and regulations[4] - The reporting period refers to January 1, 2024, to June 30, 2024[4] Company Profile and Key Financial Indicators This section outlines the company's basic information, contact details, and presents key financial performance metrics for the reporting period Company Profile This section introduces the company's basic information, including its stock abbreviation "Julih Culture", stock code 002247, full name "Zhejiang Julih Culture Development Co., Ltd.", and legal representative Wang Bingyi - Stock Abbreviation: Julih Culture, Stock Code: 002247[5] - Company Full Name: Zhejiang Julih Culture Development Co., Ltd., Legal Representative: Wang Bingyi[5] Contact Person and Contact Information This section discloses the contact information for the company's Board Secretary Wei Xiaojing and Securities Affairs Representative Hu Yuting, including address, telephone, fax, and email, to facilitate investor communication - Board Secretary: Wei Xiaojing, Securities Affairs Representative: Hu Yuting[6] - Contact Address: No. 1958, Huan'nan Road, Linglong Industrial Zone, Linglong Street, Lin'an District, Hangzhou City, Zhejiang Province[6] Other Information During the reporting period, there were no changes in the company's contact information, information disclosure, or document storage locations, with details available in the 2023 annual report - The company's registered address, office address, website, and email address remained unchanged during the reporting period[7] - Information disclosure and document storage locations remained unchanged during the reporting period[8] Key Accounting Data and Financial Indicators During the reporting period, the company's operating revenue decreased by 4.66% year-on-year, but net profit attributable to shareholders of the listed company significantly increased by 162.78%, primarily due to the reversal of losses from a settlement with Beijing Tencent, while total assets and net assets also changed 2024 Semi-Annual Key Accounting Data and Financial Indicators | Indicator | Current Period (Million Yuan) | Prior Year Period (Million Yuan) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 415.36 | 435.67 | -4.66% | | Net Profit Attributable to Shareholders of Listed Company | 221.84 | -353.36 | 162.78% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains/Losses) | 16.74 | 28.41 | -41.07% | | Net Cash Flow from Operating Activities | -41.10 | -36.26 | -13.34% | | Basic Earnings Per Share (yuan/share) | 0.26 | -0.42 | 161.90% | | Diluted Earnings Per Share (yuan/share) | 0.26 | -0.42 | 161.90% | | Weighted Average Return on Net Assets | 42.98% | -62.62% | 105.60% | | End of Current Period | End of Prior Year | Change from Prior Year-End | | | Total Assets | 1,049.57 | 1,154.26 | -9.07% | | Net Assets Attributable to Shareholders of Listed Company | 627.12 | 405.27 | 54.74% | Differences in Accounting Data Under Domestic and Overseas Accounting Standards During the reporting period, the company had no differences in net profit and net assets between financial reports prepared under International Accounting Standards or overseas accounting standards and those prepared under Chinese Accounting Standards - The company had no differences in net profit and net assets under domestic and overseas accounting standards during the reporting period[11][12] Non-Recurring Gains and Losses and Amounts During the reporting period, the company's total non-recurring gains and losses amounted to 205.10 million yuan, primarily benefiting from the reversal of 236 million yuan in losses due to a settlement with Beijing Tencent, while also making a provision for estimated losses of 31.11 million yuan for small and medium investor claims 2024 Semi-Annual Non-Recurring Gains and Losses and Amounts | Item | Amount (Million Yuan) | Explanation | | :--- | :--- | :--- | | Gains/Losses on Disposal of Non-Current Assets | 0.18 | | | Government Grants Recognized in Current Profit/Loss | 1.89 | | | Gains/Losses from Contingent Events Unrelated to Normal Business Operations | 236.43 | Company reached a settlement with Beijing Tencent, reversing a loss of 236 million yuan | | Other Non-Operating Income and Expenses Apart from the Above | -31.47 | Provision for estimated losses from small and medium investor claims of 31.11 million yuan | | Other Non-Recurring Gains/Losses | -1.53 | Guarantee losses | | Less: Income Tax Impact | 0.39 | | | Total | 205.10 | | Management Discussion and Analysis This section details the company's primary operations, core competencies, financial performance, asset and liability status, investment activities, and risk factors Main Business Activities During the Reporting Period The company primarily engages in the R&D, design, production, and sales of mid-to-high-end architectural decorative overlay materials, including melamine decorative paper, high-performance decorative panels, and PVC decorative materials, mainly used in flooring and furniture; while business models remained largely unchanged, operating revenue decreased by 4.66% year-on-year and non-recurring net profit declined by 41.07% due to the real estate market downturn, though net profit attributable to the parent company significantly increased due to a 236 million yuan loss reversal from a settlement with Beijing Tencent - Main business: R&D, design, production, and sales of mid-to-high-end architectural decorative overlay materials, including melamine decorative paper, high-performance decorative panels, and PVC decorative materials[15] - Production model is "production based on sales", with sales primarily through direct sales and some products through distribution[15] - The company is a leading enterprise in the decorative paper segment, recognized as a National Forestry Leading Enterprise and a Zhejiang Province "Specialized, Refined, Unique, and Innovative" Enterprise[15] - The continued downturn in the real estate market significantly impacted the industry, but policy optimization and consumption incentives may bring positive effects[15] H1 2024 Key Financial Performance | Indicator | H1 2024 (Million Yuan) | H1 2023 (Million Yuan) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 415.36 | 435.67 | -4.66% | | Operating Cost | 328.92 | 340.67 | -3.45% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains/Losses) | 16.74 | 28.41 | -41.07% | | Net Profit Attributable to Owners of Parent Company | 221.84 | -353.36 | 162.78% | - Settlement with Beijing Tencent, reversing a 236 million yuan loss, significantly impacted net profit[16] Core Competitiveness Analysis The company's core competitiveness lies in its brand influence, design and R&D capabilities, advanced production equipment, comprehensive management system, and risk control abilities, positioning its products in the mid-to-high-end market with continuous investment in technology and quality - Brand Influence: Products are positioned in the mid-to-high-end market, enjoying high market recognition, with "TOP" and other high-end series products, listed as "Zhejiang Manufacturing Fine Products"[17] - Design and R&D Capabilities: Possesses a complete R&D system and strong R&D team, with a provincial high-tech enterprise R&D center, continuously investing to ensure leading core technology[17] - Production Equipment and Quality: Continuously updates production lines and quality inspection equipment, maintaining a leading domestic level and enhancing product quality and stability[17] - Management and Risk Control: Established eight functional centers to strengthen professional skills and optimize management operations; built a comprehensive business risk management system to ensure contract performance efficiency and sales collection rates[17] Main Business Analysis During the reporting period, the company's main business revenue decreased by 4.66% year-on-year due to reduced market demand; administrative expenses significantly increased by 89.89% primarily due to the reversal of estimated risk agency fees and increased current administrative expenses; net cash flow from investing activities sharply declined by 21,695.62% mainly due to Tencent compensation payments and structured deposit purchases; decorative paper and impregnated paper product revenues decreased, while decorative paper laminates and PVC decorative materials revenues increased Key Financial Data Year-on-Year Changes | Indicator | Current Period (Million Yuan) | Prior Year Period (Million Yuan) | YoY Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 415.36 | 435.67 | -4.66% | Decreased market demand and order volume | | Operating Cost | 328.92 | 340.67 | -3.45% | Decrease in operating revenue and raw material prices | | Administrative Expenses | 38.90 | 20.49 | 89.89% | Reversal of previously estimated risk agency fees and increase in current administrative expenses | | Income Tax Expense | 1.47 | -0.88 | -266.96% | Re-application for high-tech enterprise status by subsidiaries, provision at 25% | | Net Cash Flow from Investing Activities | -156.79 | -0.72 | -21,695.62% | Payment of Tencent compensation, purchase of structured deposits, and acquisition of fixed assets | | Net Increase in Cash and Cash Equivalents | -195.49 | -35.96 | 443.68% | Changes in cash flows from operating, investing, and financing activities | | Non-Operating Expenses | -205.24 | 397.39 | -151.65% | Settlement with Beijing Tencent reversing a loss of 236 million yuan, provision for estimated investor claims of 31.11 million yuan | - Profit composition changed significantly, mainly due to the reversal of 236 million yuan in losses from the settlement with Beijing Tencent, turning net profit attributable to the parent company from loss to profit[19] Operating Revenue Composition (by Product) | Product | Current Period Amount (Million Yuan) | % of Operating Revenue | Prior Year Period Amount (Million Yuan) | % of Operating Revenue | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Decorative Paper | 178.20 | 42.90% | 205.42 | 47.15% | -13.25% | | Impregnated Paper | 95.38 | 22.96% | 101.67 | 23.34% | -6.18% | | PVC Decorative Materials | 63.03 | 15.17% | 62.33 | 14.31% | 1.13% | | Decorative Paper Laminates | 73.44 | 17.68% | 61.59 | 14.14% | 19.25% | Operating Revenue Composition (by Region) | Region | Current Period Amount (Million Yuan) | % of Operating Revenue | Prior Year Period Amount (Million Yuan) | % of Operating Revenue | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Domestic Sales | 335.89 | 80.87% | 357.88 | 82.14% | -6.15% | | Export Sales | 79.47 | 19.13% | 77.79 | 17.86% | 2.15% | Non-Main Business Analysis During the reporting period, non-main business activities significantly impacted total profit, with non-operating expenses substantially decreasing due to the reversal of 236 million yuan in losses from the settlement with Beijing Tencent, while also making a provision for estimated losses of 31.11 million yuan for small and medium investor claims, and investment income primarily stemmed from structured deposits Impact of Non-Main Business on Total Profit | Item | Amount (Million Yuan) | % of Total Profit | Reason for Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | 0.21 | 0.09% | Purchase of structured deposits | No | | Non-Operating Income | 0.23 | 0.10% | Disposal of scrapped fixed assets | No | | Non-Operating Expenses | -205.24 | -92.20% | Settlement with Beijing Tencent reversing a loss of 236 million yuan, provision for estimated investor claims of 31.11 million yuan | No | | Credit Impairment Losses | -5.67 | -2.55% | Provision for bad debts on accounts receivable and other receivables | Varies with asset changes | Analysis of Assets and Liabilities At the end of the reporting period, the company's total assets decreased by 9.07% year-on-year, while net assets attributable to shareholders of the listed company increased by 54.74%; cash and bank balances significantly decreased due to Tencent compensation payments and structured deposit purchases, and accounts receivable substantially increased due to year-end collection efforts and relaxed credit policies at the beginning of the year; other payables significantly decreased due to the Tencent settlement loss reversal, and provisions substantially increased due to estimated small and medium investor claims Significant Changes in Asset Composition | Item | End of Current Period (Million Yuan) | % of Total Assets | End of Prior Year (Million Yuan) | % of Total Assets | Change in Proportion | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 249.86 | 23.81% | 457.79 | 39.66% | -15.85% | Payment of Beijing Tencent compensation and increased purchase of structured deposits | | Accounts Receivable | 190.90 | 18.19% | 93.56 | 8.11% | 10.08% | Year-end collection and clearance, relaxed credit policy for good credit customers at year-start | | Trading Financial Assets | 52.00 | 4.95% | 0.00 | 0.00% | 4.95% | Increased purchase of structured deposits | | Receivables Financing | 21.01 | 2.00% | 64.48 | 5.59% | -3.59% | Endorsement of bills receivable to pay accounts payable | | Other Payables | 111.44 | 10.62% | 444.50 | 38.51% | -27.89% | Settlement with Beijing Tencent, reversing a loss of 236 million yuan | | Provisions | 31.11 | 2.96% | 0.13 | 0.01% | 2.95% | Provision for estimated losses from small and medium investor claims | | Minority Interests | 3.01 | 0.29% | 0.25 | 0.02% | 0.27% | Guangxi Dilong Company absorbed minority shareholder investment | - Assets with restricted ownership or use rights at period-end totaled 220.48 million yuan, primarily frozen/bill deposits and pledged collateral for cash and bank balances, fixed assets, intangible assets, and investment properties[25] Investment Status Analysis During the reporting period, the company had no significant equity investments, non-equity investments, securities investments, or derivative investments, nor did it utilize any raised funds - There were no significant equity investments, non-equity investments, securities investments, or derivative investments during the reporting period[26] - The company had no utilization of raised funds during the reporting period[27] Disposal of Major Assets and Equity During the reporting period, the company did not dispose of any major assets or equity - The company did not dispose of any major assets during the reporting period[28] - The company did not dispose of any major equity during the reporting period[29] Analysis of Major Holding and Participating Companies The company's main holding subsidiary is Dilong New Materials, which primarily engages in architectural decorative overlay materials, with a registered capital of 60 million yuan, total assets of 1.47 billion yuan, and a net profit of 25.93 million yuan Financial Performance of Major Holding Subsidiaries | Company Name | Company Type | Main 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) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Dilong New Materials | Subsidiary | Production and sales of melamine decorative paper, high-performance decorative panels, decorative material printing, etc. | 60.00 | 1,472.25 | 1,194.76 | 415.36 | 27.24 | 25.93 | - Dilong New Materials primarily operates in architectural decorative overlay materials[30] Information on Structured Entities Controlled by the Company During the reporting period, the company did not control any structured entities - The company had no controlled structured entities during the reporting period[31] Risks Faced by the Company and Countermeasures The company faces risks related to the execution of the Beijing Tencent case, investor claims, macroeconomic and industry policy adjustments, raw material price fluctuations, market competition, and the impact of international situation changes on product exports; the company has reached a settlement with Beijing Tencent and is fulfilling it, and has made provisions for estimated investor claims; the company will continue to monitor macroeconomic conditions, industry policies, and market changes, enhance its comprehensive strength, and optimize its customer structure to address these risks - Beijing Tencent case execution risk: The company has signed an "Execution and Settlement Agreement" with Beijing Tencent, agreeing to pay 180 million yuan, and the agreement is currently being fulfilled, with payment expected to be completed[31] - Investor claims risk: Estimated compensation of 31.112 million yuan for 304 investors has been recognized in the H1 2024 financial statements[32] - Macroeconomic and industry policy adjustment risk: The architectural decoration industry is affected by macroeconomic fluctuations and real estate industry adjustments; the company will closely monitor policy changes and enhance its comprehensive strength[33] - Raw material price fluctuation risk: Price fluctuations of key raw materials like base paper and melamine impact operations and profitability; the company will address this through stable cooperation with upstream and downstream partners[33] - Market competition risk: The industry has low concentration and fierce competition; the company will respond through R&D, technological upgrades, management improvements, customer structure optimization, and market expansion[33] - Risk of international situation changes affecting product exports: International market demand fluctuates; the company will continuously monitor changes in the situation and make cautious decisions[33] "Quality and Return Enhancement" Action Plan Implementation Status The company has not disclosed any "Quality and Return Enhancement" action plan announcements - The company has not disclosed any "Quality and Return Enhancement" action plan announcements[34] Corporate Governance This section covers the general meetings, changes in directors, supervisors, and senior management, as well as profit distribution and incentive plans Information on Annual and Extraordinary General Meetings Held During the Reporting Period During the reporting period, the company held its 2023 Annual General Meeting on June 26, 2024, with an investor participation rate of 28.92%, and the meeting resolutions have been disclosed; no preferred shareholders with restored voting rights requested an extraordinary general meeting 2023 Annual General Meeting Information | Session | Meeting Type | Investor Participation Rate | Meeting Date | Disclosure Date | Meeting Resolutions | | :--- | :--- | :--- | :--- | :--- | :--- | | 2023 Annual General Meeting | Annual General Meeting | 28.92% | June 26, 2024 | June 27, 2024 | "Resolutions of the 2023 Annual General Meeting" (2024-022) | - No preferred shareholders with restored voting rights requested an extraordinary general meeting[35] Changes in the Company's Directors, Supervisors, and Senior Management During the reporting period, there were no changes in the company's directors, supervisors, and senior management, with specific details available in the 2023 annual report - The company's directors, supervisors, and senior management had no changes during the reporting period[35] Profit Distribution and Capital Reserve Conversion to Share Capital During the Reporting Period The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period[36] Implementation of Company's Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures During the reporting period, the company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period[36] Environmental and Social Responsibility This section addresses the company's significant environmental issues, compliance with regulations, and its commitment to social responsibility initiatives Significant Environmental Issues The company and its subsidiaries are designated key pollutant-discharging entities by environmental protection authorities, strictly adhering to environmental laws and standards, holding valid discharge permits, operating comprehensive "three wastes" treatment facilities with online monitoring systems linked to environmental authorities, and have not incurred administrative penalties for environmental issues during the reporting period, while actively reducing carbon emissions through new distributed photovoltaic power generation projects for self-use and grid connection - The company and its subsidiaries are designated key pollutant-discharging entities by environmental protection authorities[37] - The company strictly complies with national and local environmental laws and regulations, such as the "Environmental Protection Law of the People's Republic of China"[37] - All projects undergo environmental assessments, implement the "three simultaneities" system, pass acceptance, and hold valid discharge permits[37] Main Pollutant Emission Information | Company or Subsidiary Name | Main Pollutants and Characteristic Pollutants | Emission Method | Number of Emission Outlets | Emission Concentration/Intensity | Applicable Emission Standards | Total Emissions | Approved Total Emissions | Exceedance Status | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Dilong New Materials | Wastewater, exhaust gas | Wastewater discharged into municipal pipes after treatment at sewage station; exhaust gas collected, treated, and discharged at high altitude through stacks meeting standards | 13 | Chemical Oxygen Demand 100mg/L, Ammonia Nitrogen 8mg/L, etc. | Integrated Emission Standard of Air Pollutants GB16297-1996, etc. | Less than approved total emissions | Chemical Oxygen Demand 2.094 t/a, Ammonia Nitrogen 0.102 t/a, etc. | None | | Linyi Dilong | Wastewater, exhaust gas | Wastewater discharged into municipal pipes after treatment at sewage station; exhaust gas treated and discharged at high altitude through 15-meter stacks meeting standards | 4 | Ammonia: 7.44mg/m3, Particulate Matter: 2.9mg/m3, etc. | DB37/2801.4-2017, GB16297-1996, etc. | Less than approved total emissions | Sulfur Dioxide 5.107 t/a, Nitrogen Oxides 6.12 t/a, etc. | None | | Haining Dilong | Domestic wastewater, exhaust gas | Domestic wastewater discharged into municipal pipes after treatment in grease traps and septic tanks; exhaust gas collected, treated, and discharged at high altitude through stacks meeting standards | 4 | Chemical Oxygen Demand 50mg/L, Ammonia Nitrogen 5mg/L, etc. | Integrated Emission Standard of Air Pollutants GB16297-1996, etc. | Less than approved total emissions | Wastewater Volume 3720 t/a, Chemical Oxygen Demand 0.184 t/a, etc. | None | | Chengdu Dilong | Exhaust gas | Exhaust gas collected, treated, and discharged at high altitude through stacks meeting standards | 5 | Non-Methane Hydrocarbons 11.07mg/m3 | Sichuan Province Fixed Pollution Source Volatile Organic Compounds Emission Standard DB51/2377—2017 | Less than approved total emissions | Non-Methane Hydrocarbons 1.9520 t/a | None | - The company has established an Administrative Center Environmental Safety Department responsible for environmental protection and safety production, building a secondary sewage treatment plant and exhaust gas towers to ensure pollutant discharge meets standards[40] - The company has prepared an "Emergency Plan for Environmental Incidents", registered it with local environmental protection authorities, and conducts regular training and drills[41] - The company highly values environmental protection and "three wastes" treatment, implements the ISO14001 environmental management system, continuously saves energy and reduces emissions, and pays environmental taxes in accordance with laws and regulations[42] - The company conducts monitoring work according to its self-monitoring plan, with online monitoring systems installed at wastewater and exhaust gas discharge outlets and connected to environmental authorities[42] - There were no administrative penalties for environmental issues during the reporting period[42] - In H1 2024, subsidiaries Dilong New Materials, Haining Dilong Yongfu, and Chengdu Dilong constructed distributed photovoltaic power generation projects, generating a total of 3.5808 million kWh, of which 2.3329 million kWh was self-consumed and 1.2479 million kWh was fed into the grid[42] Social Responsibility The company actively fulfills its social responsibilities, including protecting shareholder and investor rights, caring for employees, maintaining relationships with other stakeholders, environmental protection, and participating in social welfare initiatives, achieving a balance between economic, social, and environmental benefits through improved governance, timely information disclosure, employee development and safety, honest cooperation with suppliers and customers, green development, and legal tax payments and employment for people with disabilities - Shareholder and Investor Rights Protection: Improves corporate governance structure, strengthens internal control systems, provides timely, truthful, accurate, complete, and fair information disclosure, offers online voting, and promptly responds to investor inquiries[43][44] - Employee Care and Rights Protection: Adheres to a people-oriented approach, improves human resource management systems, provides career development and further education plans, emphasizes occupational safety and health, improves working conditions, and cares for employee well-being[44] - Stakeholder Relationship Protection: Upholds principles of honesty, trustworthiness, fairness, and justice, establishes strategic partnerships with suppliers and customers, focuses on communication and coordination, and ensures the legitimate rights and interests of all parties[44] - Environmental Protection: Highly values environmental protection, implements full-process clean management, practices green development, improves environmental systems, and implements the ISO14001 environmental management system[44] - Public Relations and Social Welfare: Strictly fulfills tax obligations, maintains good communication with administrative units, actively participates in social welfare, and provides employment opportunities for people with disabilities[44] Significant Matters This section details the fulfillment of commitments, related party transactions, litigation, and other material events impacting the company Fulfillment of Commitments by the Company's Actual Controller, Shareholders, Related Parties, Acquirers, and Other Committed Parties During the Reporting Period, and Overdue Unfulfilled Commitments as of the End of the Reporting Period During the reporting period, Jiang Feixiong's share lock-up commitment was fulfilled; however, Yu Haifeng, Suzhou Julihuying Investment Management Center (Limited Partnership), and Huofeng Tianxiang Technology (Beijing) Co., Ltd. have unfulfilled performance compensation commitments and have been publicly censured by the Shenzhen Stock Exchange Fulfillment of Commitments | Commitment Event | Promisor | Commitment Type | Commitment Content | Commitment Date | Commitment Period | Fulfillment Status | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Commitments Made During Asset Restructuring | Yu Haifeng, Suzhou Julihuying Investment Management Center (Limited Partnership), Huofeng Tianxiang Technology (Beijing) Co., Ltd. | Share Lock-up Commitment | Share lock-up period to be lifted upon meeting specific conditions (36 months after listing, impairment test report, and fulfillment of profit compensation obligations) | December 18, 2015 | | Yu Haifeng, Suzhou Julihuying, and Huofeng Tianxiang have not yet fulfilled their profit compensation obligations; their restricted shares have been judicially auctioned or remain locked up | | Commitments Made During Asset Restructuring | Yu Haifeng, Suzhou Julihuying Investment Management Center (Limited Partnership), Huofeng Tianxiang Technology (Beijing) Co., Ltd., Tianjin Lecheng Enterprise Management Consulting Partnership (Limited Partnership) | Performance Commitment and Compensation Arrangement | Meishengyuan's net profit for 2015-2017 not less than a specific amount; failure to meet requires profit compensation | December 18, 2015 | | Overdue | | Commitments Made During IPO or Refinancing | Company Shareholders Zhejiang Dilong Holdings Co., Ltd., Jiang Feixiong, Jiang Zugong, Jiang Liqin | Commitment to Avoid Horizontal Competition | Signed "Commitment Letter to Avoid Horizontal Competition" before listing | October 25, 2007 | | Being fulfilled normally | | Other Commitments to Small and Medium Shareholders | Jiang Chaoyang; Jiang Feixiong; Jiang Liqin; Jiang Xiaowen; Jiang Zugong; Zhejiang Dilong Holdings Co., Ltd. | Shareholder Concerted Action Commitment | Signed "Concerted Action Agreement" | May 12, 2016 | May 12, 2018 | Commitment expired; currently Jiang Feixiong, Bu Jingjing, Jiang Zugong, Jiang Liqin, Jiang Xiaowen, and Dilong Holdings remain concerted parties | | Other Commitments | Jiang Feixiong | Share Lock-up Commitment | Not to reduce holdings in any way for 6 months from October 16, 2023 | October 16, 2023 | April 17, 2024 | Fulfilled | - Yu Haifeng, Tianjin Lecheng, Julihuying, and Huofeng Tianxiang have unfulfilled performance compensation commitments and have been publicly censured by the Shenzhen Stock Exchange[46] Non-Operating Fund Occupation by Controlling Shareholders and Other Related Parties During the reporting period, the company had no non-operating fund occupation by controlling shareholders or other related parties - The company had no non-operating fund occupation by controlling shareholders or other related parties during the reporting period[47] Irregular External Guarantees During the reporting period, the company had no irregular external guarantees - The company had no irregular external guarantees during the reporting period[48] Appointment and Dismissal of Accounting Firms The company's semi-annual report is unaudited - The company's semi-annual report is unaudited[49] Explanation by the Board of Directors and Supervisory Board on the Accounting Firm's "Non-Standard Audit Report" for the Current Period The company's semi-annual report is unaudited, thus there is no "non-standard audit report" issued by the accounting firm for the current period - The company's semi-annual report is unaudited[49] Explanation by the Board of Directors on the "Non-Standard Audit Report" for the Previous Year Regarding Tianjian Certified Public Accountants' unmodified audit opinion with a material uncertainty paragraph concerning going concern for the company's 2023 financial report, the board of directors explains that this uncertainty primarily stemmed from joint and several liability in the Beijing Tencent case; the company signed an "Execution and Settlement Agreement" with Beijing Tencent on May 20, 2024, agreeing to pay 180 million yuan, has already made partial payments, and the Shenzhen Intermediate People's Court has ruled to terminate the enforcement, with the company expecting to fulfill the settlement agreement - The 2023 audit report included a material uncertainty paragraph regarding going concern, primarily related to joint and several liability in the Beijing Tencent case[49] - The company signed an "Execution and Settlement Agreement" with Beijing Tencent on May 20, 2024, agreeing to pay 180 million yuan to settle the debt[50] - As of now, the company has paid 100 million yuan to Beijing Tencent as agreed, with the remaining 80 million yuan planned for payment by the end of 2024 as per the settlement agreement[53] - The Shenzhen Intermediate People's Court has ruled to terminate the enforcement of this case, and the company expects to fulfill the settlement agreement[50] Bankruptcy and Reorganization Matters During the reporting period, the company had no bankruptcy and reorganization matters - The company had no bankruptcy and reorganization matters during the reporting period[51] Litigation Matters The company is involved in several significant lawsuits, including a contract dispute with Beijing Tencent (settled and being fulfilled), a financial loan dispute with Shizuishan Bank (second instance upheld original judgment, execution payment pending), and a securities misrepresentation liability dispute (second instance upheld original judgment, execution completed); the company has made provisions for related losses and estimated liabilities in accordance with accounting standards Significant Litigation and Arbitration Matters | Litigation/Arbitration Case | Amount Involved (Million Yuan) | Provision for Liabilities Formed | Litigation/Arbitration Progress | Outcome and Impact of Litigation/Arbitration | Status of Judgment Enforcement | Disclosure Date | Disclosure Index | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Beijing Tencent Culture Media Co., Ltd. vs. Company, Meishengyuan, and Tianjin Dianwo for Contract Dispute | 264.13 | Yes | Guangdong High People's Court has issued a second-instance judgment | Second-instance judgment upheld the original verdict. In this reporting period, based on the execution and settlement agreement, the company reversed a loss of 236 million yuan | The company has signed an "Execution and Settlement Agreement" with Beijing Tencent, agreeing to pay 180 million yuan. As of the end of the reporting period, 100 million yuan has been paid, with the remaining 80 million yuan planned for payment by the end of 2024. Shenzhen Intermediate People's Court has ruled to terminate the enforcement of this case | July 11, 2024 | "Announcement on Progress of Execution and Settlement with Beijing Tencent" (2024-023) | | Shizuishan Bank Co., Ltd. Yinchuan Branch vs. Suzhou Qisimiaoxiang, Company, and Yu Haifeng for Financial Loan Dispute | 30.00 | Yes | Ningxia Hui Autonomous Region High People's Court has issued a second-instance judgment | Second-instance judgment upheld the original verdict, with the company and Yu Haifeng bearing joint and several liability for the debt. This litigation will not have a significant impact on the company's current or future profits | Execution payment not yet made | May 06, 2023 | "Announcement on Litigation Progress" (2023-012) | | Securities Misrepresentation Liability Dispute Case | 0.80 | Yes | Zhejiang High People's Court has not yet issued a second-instance judgment | Hangzhou Intermediate People's Court ruled in the first instance that the company should compensate Feng Zhifang for investment difference, commission, and stamp duty losses totaling 0.1282 million yuan within ten days of the judgment taking effect; the second-instance judgment upheld the original verdict. The company has made provisions for estimated liabilities, and this case will not have a significant impact on the company's current or future profits | Execution completed | April 25, 2024 | "Announcement on Litigation Progress" (2024-012) | - Dilong New Materials and its subsidiaries are involved in minor litigation matters that will not significantly impact the company's performance[54] Penalties and Rectification Status During the reporting period, the company had no penalties or rectification matters - The company had no penalties or rectification matters during the reporting period[55] Integrity Status of the Company, its Controlling Shareholder, and Actual Controller The company has outstanding execution matters related to the Beijing Tencent case and the Shizuishan Bank case, while its controlling shareholder and actual controller have no significant overdue debts - The company has outstanding execution matters related to the Beijing Tencent case and the Shizuishan Bank case[56] - The company's controlling shareholder and actual controller have no significant overdue debts[56] Significant Related Party Transactions During the reporting period, the company had no related party transactions related to daily operations, asset or equity acquisitions/disposals, joint external investments, related party creditor-debtor relationships, or dealings with affiliated financial companies - The company had no related party transactions related to daily operations during the reporting period[57] - The company had no related party transactions involving asset or equity acquisitions/disposals during the reporting period[58] - The company had no related party transactions involving joint external investments during the reporting period[59] - The company had no related party creditor-debtor relationships during the reporting period[60] - The company had no deposits, loans, credit lines, or other financial business with affiliated financial companies[61] - The company's controlled financial companies had no deposits, loans, credit lines, or other financial business with related parties[62] - The company had no other significant related party transactions during the reporting period[64] Significant Contracts and Their Fulfillment During the reporting period, the company had no entrustment, contracting, or leasing matters; however, it had a significant guarantee for Suzhou Qisimiaoxiang, with an actual guarantee amount of 30 million yuan and a guarantee balance of 43.90 million yuan, representing 7.00% of the company's net assets, and the guaranteed party's asset-liability ratio exceeded 70%; the company had no entrusted wealth management or other significant contracts during the reporting period - The company had no entrustment, contracting, or leasing matters during the reporting period[65][66] Significant Guarantees | Guarantor Name | Guarantee Limit (Million Yuan) | Actual Guarantee Amount (Million Yuan) | Guarantee Type | Guarantee Period | Fulfilled | Related Party Guarantee | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Suzhou Qisimiaoxiang | 30.00 | 30.00 | Joint and several liability guarantee | Two years from the day after the expiration or early maturity date of the loan under the main contract | No | No | | Total Actual External Guarantees at Period-End | | 43.90 | | | | | | Ratio of Total Actual Guarantees to Company's Net Assets | | 7.00% | | | | | | Debt Guarantees Provided Directly or Indirectly for Guaranteed Parties with Asset-Liability Ratio Exceeding 70% | | 43.90 | | | | | - The company had no entrusted wealth management during the reporting period[69] - The company had no other significant contracts during the reporting period[70] Explanation of Other Significant Matters During the reporting period, the company had no other significant matters requiring explanation - The company had no other significant matters requiring explanation during the reporting period[71] Significant Matters of Company Subsidiaries Zhejiang Dilong New Materials Co., Ltd., a wholly-owned subsidiary of the company, jointly established Guangxi Dilong New Materials Co., Ltd. with Guangxi Shanxiang New Materials Co., Ltd., which was registered in February 2024 - Zhejiang Dilong New Materials Co., Ltd., a wholly-owned subsidiary of the company, jointly established Guangxi Dilong New Materials Co., Ltd. with Guangxi Shanxiang New Materials Co., Ltd[72] - Guangxi Dilong New Materials Co., Ltd. was registered on February 5, 2024[72] Share Changes and Shareholder Information This section reports on changes in share capital, securities issuance, shareholder numbers, and the holdings of directors, supervisors, and senior management Share Changes During the reporting period, the company's total share capital remained unchanged at 850,870,049 shares, with restricted shares accounting for 24.37% of the total share capital and unrestricted shares accounting for 75.63% Share Changes | Item | Quantity Before Change | Proportion | Increase/Decrease in This Change (+, -) | Quantity After Change | Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 207,329,377 | 24.37% | 0 | 207,329,377 | 24.37% | | Of which: Shares Held by Domestic Legal Persons | 78,195,959 | 9.19% | 0 | 78,195,959 | 9.19% | | Shares Held by Domestic Natural Persons | 129,133,418 | 15.18% | 0 | 129,133,418 | 15.18% | | II. Unrestricted Shares | 643,540,672 | 75.63% | 0 | 643,540,672 | 75.63% | | Of which: RMB Ordinary Shares | 643,540,672 | 75.63% | 0 | 643,540,672 | 75.63% | | III. Total Shares | 850,870,049 | 100.00% | 0 | 850,870,049 | 100.00% | - There was no progress on share repurchases or repurchases through centralized bidding during the reporting period[74] - There were no changes in unrestricted shares during the reporting period[74] Securities Issuance and Listing During the reporting period, the company had no securities issuance or listing activities - The company had no securities issuance or listing activities during the reporting period[74] Company Shareholder Numbers and Shareholding Information At the end of the reporting period, the total number of ordinary shareholders was 21,581; among the top ten shareholders, Jiang Zugong held 10.09%, Tibet Enhe Construction Engineering Co., Ltd. held 5.88%, and Bu Jingjing held 5.00%; Jiang Zugong, Bu Jingjing, Jiang Feixiong, Jiang Xiaowen, Zhejiang Dilong Holdings Co., Ltd., and Jiang Liqin are concerted parties - Total number of ordinary shareholders at the end of the reporting period: 21,581[74] Top 10 Ordinary Shareholders' Shareholding at Period-End | Shareholder Name | Shareholder Nature | Shareholding Percentage | Number of Ordinary Shares Held | Number of Restricted Ordinary Shares Held | Number of Unrestricted Ordinary Shares Held | Share Status | Quantity | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Jiang Zugong | Domestic Natural Person | 10.09% | 85,836,363 | 66,436,363 | 19,400,000 | N/A | 0 | | Tibet Enhe Construction Engineering Co., Ltd. | Domestic Non-State-Owned Legal Person | 5.88% | 50,000,000 | 50,000,000 | 0 | N/A | 0 | | Bu Jingjing | Domestic Natural Person | 5.00% | 42,550,000 | 0 | 42,550,000 | N/A | 0 | | Jiang Feixiong | Domestic Natural Person | 4.35% | 36,984,600 | 27,738,450 | 9,246,150 | N/A | 0 | | Jiang Xiaowen | Domestic Natural Person | 4.14% | 35,205,060 | 20,606,060 | 14,599,000 | N/A | 0 | | Shanghai Pangzeng Investment Management Center (Limited Partnership) - Pangzeng Huiju No. 29 Private Securities Investment Fund | Other | 3.38% | 28,755,500 | 0 | 28,755,500 | N/A | 0 | | Suzhou Julihuying Investment Management Center (Limited Partnership) | Domestic Non-State-Owned Legal Person | 3.31% | 28,195,959 | 28,195,959 | 0 | Pledged/Frozen | 28,190,000/28,195,959 | | Zhejiang Dilong Holdings Co., Ltd. | Domestic Non-State-Owned Legal Person | 3.28% | 27,900,000 | 0 | 27,900,000 | N/A | 0 | | Jiang Youyou | Domestic Natural Person | 1.86% | 15,852,800 | 0 | 15,852,800 | N/A | 0 | | Jiang Liqin | Domestic Natural Person | 1.76% | 15,000,000 | 0 | 15,000,000 | N/A | 0 | - Jiang Zugong, Bu Jingjing, Jiang Feixiong, Jiang Xiaowen, Zhejiang Dilong Holdings Co., Ltd., and Jiang Liqin are concerted parties[75] - The lock-up period for shares held by Suzhou Julihuying Investment Management Center (Limited Partnership) requires fulfillment of specific conditions, including 36 months after listing, an impairment test report, and completion of profit compensation obligations[75] - Among the top 10 unrestricted ordinary shareholders, Bu Jingjing held 42,550,000 shares, and Shanghai Pangzeng Investment Management Center - Pangzeng Huiju No. 29 Private Securities Investment Fund held 28,755,500 shares[76] - Explanation of related party relationships or concerted actions among the top 10 unrestricted ordinary shareholders, and between the top 10 unrestricted ordinary shareholders and the top 10 ordinary shareholders: Bu Jingjing, Zhejiang Dilong Holdings Co., Ltd., Jiang Zugong, Jiang Liqin, Jiang Xiaowen, and Jiang Feixiong are concerted parties[76] - Shanghai Pangzeng Investment Management Center - Pangzeng Huiju No. 29 Private Securities Investment Fund and Xu Kaidong held company shares through credit trading margin securities accounts[76] - The company's top 10 ordinary shareholders and top 10 unrestricted ordinary shareholders did not engage in agreed repurchase transactions during the reporting period[76] Changes in Shareholdings of Directors, Supervisors, and Senior Management During the reporting period, there were no changes in the shareholdings of the company's directors, supervisors, and senior management, with specific details available in the 2023 annual report - The company's directors, supervisors, and senior management had no changes in shareholdings during the reporting period[77] Changes in Controlling Shareholder or Actual Controller During the reporting period, there were no changes in the company's controlling shareholder or actual controller - The company's controlling shareholder had no changes during the reporting period[78] - The company's actual controller had no changes during the reporting period[78] Preferred Shares Information During the reporting period, the company had no preferred shares - The company had no preferred shares during the reporting period[79] Bonds Information During the reporting period, the company had no bond-related matters - The company had no bonds during the reporting period[80] Financial Report This section presents the unaudited financial statements, including balance sheets, income statements, cash flow statements, and notes on significant accounting policies Audit Report The company's semi-annual financial report is unaudited - The company's semi-annual financial report is unaudited[81] Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the H1 2024, comprehensively presenting the company's financial position, operating results, and cash flow situation - Includes consolidated balance sheet, parent company balance sheet, consolidated income statement, parent company income statement, consolidated cash flow statement, parent company cash flow statement, consolidated statement of changes in owners' equity, and parent company statement of changes in owners' equity[82][86][90][93][94][97][99][104] Company Basic Information Zhejiang Julih Culture Development Co., Ltd., headquartered in Hangzhou, primarily engages in the R&D, design, production, and sales of mid-to-high-end decorative overlay materials; the company has a registered capital of over 850 million yuan, its shares were listed on the Shenzhen Stock Exchange in 2008, and its consolidated financial statements for the current period include 11 subsidiaries - The company's main business is the R&D, design, production, and sales of mid-to-high-end decorative overlay materials[107] - The company's registered capital is 850,870,049.00 yuan, with a total of 850,870,049 shares[107] - The company's shares were listed on the Shenzhen Stock Exchange in 2008[107] - The consolidated financial statements for the current period include 11 subsidiaries, such as Dilong New Materials and Chengdu Dilong[107] Basis of Financial Statement Preparation The company's financial statements are prepared on a going concern basis; despite the existence of an execution and settlement agreement related to the Beijing Tencent case, the company expects to fulfill its obligations, thus there are no matters that raise significant doubts about its ability to continue as a going concern - The company's financial statements are prepared on a going concern basis[108] - The company expects to fulfill the execution and settlement agreement with Beijing Tencent, and there are no matters that raise significant doubts about its ability to continue as a going concern[108] Significant Accounting Policies and Accounting Estimates This section details the significant accounting policies and estimates followed by the company in preparing its financial statements, covering business combinations, cash and cash equivalents, financial instruments, impairment of receivables, inventories, investment properties, fixed assets, intangible assets, employee compensation, provisions, revenue recognition, government grants, deferred income tax assets/liabilities, and leases, ensuring accuracy and comparability of financial reporting - The company adheres to Enterprise Accounting Standards, with the accounting year from January 1 to December 31 of the Gregorian calendar, and the bookkeeping base currency is RMB[110][111][112][113] - Materiality standards: A single account receivable/other receivable amount exceeding 0.3% of total assets is considered material; an increase in construction in progress exceeding 0.3% of total assets in the current period is considered material; cash flow from investing activities exceeding 5% of total assets in the current period is considered material[114] - Financial instruments are classified into three categories: measured at amortized cost, measured at fair value with changes recognized in other comprehensive income, and measured at fair value with changes recognized in profit or loss, with detailed explanations of recognition, measurement, and derecognition conditions[119][120][121][122] - Expected credit loss provision methods for receivables and contract assets: Provision is made based on credit risk characteristics, such as bills receivable, commercial bills receivable, and accounts receivable by aging portfolio[125] - Inventory classifications include finished goods, work-in-progress, and raw materials; inventory issued is priced using the weighted average method at month-end, and inventory impairment provisions are measured at the lower of cost and net realizable value[127] - Fixed assets are depreciated using the straight-line method, with buildings and structures having a depreciation period of 30 years, a residual value rate of 5%, and an annual depreciation rate of 3.17%[139] - Intangible assets, including land use rights, software, and trademark patent rights, are amortized using th