中胤时尚(300901) - 2024 Q2 - 季度财报

Important Notice, Table of Contents, and Definitions This section provides important disclaimers, lists the report's structure, and defines key terms used throughout the document Important Notice The Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report - Company's Board of Directors, Supervisory Board, and senior management declare the semi-annual report content is true, accurate, and complete[1] - Development strategies and forward-looking statements in the report do not constitute substantial commitments, and investors should be aware of operational 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 outlines the structure of the semi-annual report, covering ten major chapters from important notices to financial reports Definitions This section provides definitions for common terms, company entities, and industry concepts used within the report - "Zoenn Fashion/Company/This Company" refers to Zhejiang Zoenn Fashion Co., Ltd[4] - "Zoenn Design" and "Zoenn Footwear & Apparel" are subsidiaries of Zoenn Fashion[4] - "Fashion Product Design" uses fashion elements to express and coordinate product-consumer relationships[4] - "Fast Fashion" emphasizes the global footwear and apparel industry trend of "speed, fashion, multiple styles, small quantities"[4] Company Profile and Key Financial Indicators This section provides an overview of the company's basic information, contact details, and a summary of its key financial performance and indicators for the reporting period Company Profile Zhejiang Zoenn Fashion Co., Ltd. (Stock Abbreviation: Zoenn Fashion, Stock Code: 300901) is listed on the Shenzhen Stock Exchange, with Ni Xiuhua as its legal representative Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Zoenn Fashion | | Stock Code | 300901 | | Listing Exchange | Shenzhen Stock Exchange | | Chinese Name | 浙江中胤时尚股份有限公司 | | Legal Representative | Ni Xiuhua | Contact Persons and Information The company's Board Secretary Pan Weimin and Securities Affairs Representative Wang Jianmin share the same contact address, phone/fax, and email Company Contact Information | Position | Name | Contact Address | Phone/Fax | Email | | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Pan Weimin | No. 180, Fengye Road, Lucheng District, Wenzhou City, Zhejiang Province | 0577-88823999 | zoenn800@zoenn.com | | Securities Affairs Representative | Wang Jianmin | No. 180, Fengye Road, Lucheng District, Wenzhou City, Zhejiang Province | 0577-88823999 | zoenn800@zoenn.com | Other Information The company's registered address, office address, postal code, website, email, information disclosure, and registration status remained unchanged during the reporting period - Company contact information, information disclosure and filing locations, and registration status remained unchanged during the reporting period[8][9][10] Key Accounting Data and Financial Indicators In the first half of 2024, the company's operating revenue decreased by 12.83% to 193 million yuan, and net profit attributable to shareholders significantly declined by 176.02% to -15.52 million yuan, turning from profit to loss 2024 H1 Key Financial Data | Indicator | Current Reporting Period (RMB) | Prior Year Period (RMB) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 192,852,405.60 | 221,244,558.61 | -12.83% | | Net Profit Attributable to Shareholders of Listed Company | -15,523,475.95 | 20,419,278.91 | -176.02% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains/Losses) | -13,043,299.90 | 21,215,211.62 | -161.48% | | Net Cash Flow from Operating Activities | 8,074,867.81 | 42,838,673.91 | -81.15% | | Basic Earnings Per Share (RMB/share) | -0.07 | 0.09 | -177.78% | | Diluted Earnings Per Share (RMB/share) | -0.07 | 0.09 | -177.78% | | Weighted Average Return on Net Assets | -1.53% | 1.95% | -3.48% | | Total Assets | 1,238,389,469.26 | 1,290,029,476.10 | -4.00% | | Net Assets Attributable to Shareholders of Listed Company | 1,000,922,172.18 | 1,027,073,494.97 | -2.55% | Differences in Accounting Data Under Domestic and Overseas Accounting Standards The company's financial reports show no differences in net profit and net assets between international/overseas accounting standards and Chinese accounting standards - The company's financial reports show no differences in net profit and net assets under domestic and overseas accounting standards[13][14] Non-Recurring Gains and Losses and Amounts The company's non-recurring gains and losses totaled -2.4802 million yuan for the reporting period, primarily due to government subsidies, fair value changes in financial assets, and share-based payment expenses Non-Recurring Gains and Losses and Amounts | Item | Amount (RMB) | | :--- | :--- | | Government subsidies included in current profit and loss | 6,490,373.07 | | 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 | -5,978,526.93 | | Share-based payment expenses recognized due to cancellation or modification of equity incentive plans | -3,227,112.50 | | Other non-operating income and expenses apart from the above | 2,339.72 | | Less: Income tax impact | -232,750.59 | | Total | -2,480,176.05 | Management Discussion and Analysis This section analyzes the company's main business operations, core competencies, financial performance, asset and liability status, investment activities, and risks faced during the reporting period Principal Businesses Engaged by the Company During the Reporting Period The company's core business is fashion product design, primarily for footwear and consumer product appearance patterns, complemented by supply chain integration services and developing brand channel operations - The company's core business is fashion product design, covering footwear and consumer product appearance patterns[17] - The company provides supply chain integration services, helping clients transform design outcomes into mass-produced finished products[17] - The company is building brand channel operation capabilities, utilizing emerging channels like live streaming and short videos to promote its own brands and achieve "Guochao" (Chinese trend) going global[17] (I) Principal Businesses and Products The company's design business is a core competency, offering fast fashion and bulk design capabilities, with supply chain integration ensuring design realization into quality products - Design business is the company's core competency, with a scaled designer team and efficient design system, capable of fast fashion and bulk design[17] - Footwear design delivers technical transfer documents and sample shoes, while pattern design is widely applied to apparel, bags, and other consumer goods[17] - Supply chain integration services transform design outcomes into mass-produced finished products through external production or proprietary manufacturing bases, ensuring product quality and efficiency[17] (II) Business Model The company's design process is standardized, its sales model is primarily customer selection from self-designed styles, and its procurement model focuses on quality control for supply chain integration - The design model is procedural, covering trend research, design planning, component design, styling, sample shoe production, fitting feedback, and review[18] - The sales model is primarily "self-designed, customers directly select styles," with nearly 10,000 footwear designs launched annually[18] - The procurement model mainly involves finished footwear and raw material procurement for supply chain integration, ensuring quality through a qualified supplier database and full-process quality control[18][19] Analysis of Core Competencies The company's core competencies include its first-mover advantage in professional fashion design, efficient and scalable design capabilities, strong design realization through supply chain integration, R&D technical expertise, experienced design talent, and established market reputation - The company, as a first-mover in the third-party professional fashion design industry, possesses a significant market first-mover advantage[20] - It boasts an efficient design system and scaled design capabilities, enabling precise market understanding and rapid output of numerous designs[20] - Through supply chain integration services, it provides leading design realization assurance, enhancing cooperation efficiency and customer stickiness[20] - Possesses R&D technical advantages, focusing on refined design in materials, patterns, ergonomics, and participates in drafting industry standards[20] - Has an experienced designer team with many years of industry experience, forming a prominent talent advantage[21] - Has built a strong market reputation and customer resource advantage through long-term stable design capabilities and excellent works, collaborating with renowned footwear companies like CCC of Poland[21] Analysis of Principal Business Operating revenue decreased by 12.83%, while sales and administrative expenses significantly increased; design business maintained high gross margin but saw revenue decline, and footwear production business experienced a substantial revenue drop and negative gross margin YoY Changes in Key Financial Data | Indicator | Current Reporting Period (RMB) | Prior Year Period (RMB) | YoY Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 192,852,405.60 | 221,244,558.61 | -12.83% | | | Operating Cost | 161,019,197.09 | 178,077,029.06 | -9.58% | | | Selling Expenses | 7,903,547.48 | 4,871,042.83 | 62.26% | Primarily due to increased employee compensation | | Administrative Expenses | 28,869,561.93 | 15,194,015.67 | 90.01% | Primarily due to increased employee compensation and depreciation expenses | | Financial Expenses | -5,425,873.85 | -13,230,517.22 | 58.99% | Primarily due to decreased exchange gains | | Income Tax Expense | 3,732,705.90 | 6,761,761.64 | -44.80% | Primarily due to decreased total profit | | R&D Investment | 3,972,436.41 | 4,431,250.61 | -10.35% | | | Net Cash Flow from Operating Activities | 8,074,867.81 | 42,838,673.91 | -81.15% | Primarily due to decreased acceptance bill deposits received and increased payments for goods | | Net Cash Flow from Investing Activities | -34,809,311.81 | -98,487,633.68 | 64.66% | Primarily due to received renovation refunds | | Net Cash Flow from Financing Activities | -11,211,434.40 | -19,779,111.84 | 43.32% | Primarily due to increased short-term borrowings | | Net Increase in Cash and Cash Equivalents | -36,049,344.56 | -68,483,712.79 | 47.36% | Primarily due to increased net cash flow from investing activities | Products or Services Accounting for Over 10% of Revenue | Product or Service | Operating Revenue (RMB) | Operating Cost (RMB) | Gross Margin (%) | YoY Change in Operating Revenue (%) | YoY Change in Operating Cost (%) | YoY Change in Gross Margin (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Design Business | 21,980,180.78 | 1,176,172.42 | 94.65% | -25.38% | -31.77% | 0.50% | | Supply Chain Integration Business | 160,513,376.32 | 148,861,722.88 | 7.26% | -8.79% | -7.45% | -1.34% | | Footwear Production Business | 5,838,388.69 | 6,870,219.05 | -17.67% | -62.52% | -54.92% | -19.84% | | Other Businesses | 4,520,459.81 | 4,111,082.74 | 9.06% | 1,814.88% | 1,407.49% | 24.58% | Analysis of Non-Principal Business Non-principal businesses negatively impacted total profit, primarily due to investment losses from associates, fair value losses on financial assets, and credit impairment losses on accounts receivable Impact of Non-Principal Business on Total Profit | Item | Amount (RMB) | Proportion of Total Profit (%) | Explanation of Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | -1,415,605.13 | 9.54% | Primarily due to losses from associates in the current period | No | | Fair Value Change Gains/Losses | -4,562,921.80 | 30.75% | Primarily due to unrealized losses from other non-current financial assets | No | | Non-Operating Income | 42,146.52 | -0.28% | | No | | Non-Operating Expenses | 84,323.15 | -0.57% | | No | | Other Income | 3,107,168.16 | -20.94% | Primarily due to government subsidies received | No | | Credit Impairment Losses | -7,251,230.33 | 48.87% | Primarily due to credit impairment losses recognized for accounts receivable and other factors | No | Analysis of Assets and Liabilities Total assets decreased by 4.00% year-over-year, with significant changes including a decrease in monetary funds due to project investments and an increase in fixed assets from property capitalization Significant Changes in Asset Composition | Item | Amount at End of Current Period (RMB) | Proportion of Total Assets (%) | Amount at End of Prior Year (RMB) | Proportion of Total Assets (%) | Change in Proportion (%) | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 303,813,747.26 | 24.53% | 361,396,390.22 | 28.01% | -3.48% | Primarily due to continuous investment in fundraising projects and new projects | | Accounts Receivable | 293,528,437.44 | 23.70% | 279,742,715.50 | 21.68% | 2.02% | | | Inventories | 14,711,488.14 | 1.19% | 12,638,982.44 | 0.98% | 0.21% | | | Long-term Equity Investments | 24,623,179.66 | 1.99% | 26,356,785.90 | 2.04% | -0.05% | | | Fixed Assets | 305,861,692.81 | 24.70% | 212,362,703.91 | 16.46% | 8.24% | Primarily due to the capitalization of purchased properties during the reporting period | | Construction in Progress | 4,371,546.34 | 0.35% | - | - | 0.35% | | | Right-of-Use Assets | 44,010,575.44 | 3.55% | 50,736,436.08 | 3.93% | -0.38% | | | Short-term Borrowings | 30,682,021.48 | 2.48% | 1,569,884.71 | 0.12% | 2.36% | | | Contract Liabilities | 4,028,393.45 | 0.33% | 24,762,834.16 | 1.92% | -1.59% | | | Lease Liabilities | 31,554,843.63 | 2.55% | 45,105,691.25 | 3.50% | -0.95% | | | Prepayments | 15,226,602.28 | 1.23% | 42,418,284.07 | 3.29% | -2.06% | | | Other Receivables | 21,610,851.61 | 1.75% | 6,195,833.48 | 0.48% | 1.27% | | | Other Non-current Assets | 58,030,572.53 | 4.69% | 175,526,708.78 | 13.61% | -8.92% | Primarily due to the capitalization of purchased properties during the reporting period | Assets and Liabilities Measured at Fair Value | Item | Beginning Balance (RMB) | Fair Value Change Gains/Losses for Current Period (RMB) | Ending Balance (RMB) | | :--- | :--- | :--- | :--- | | Other Non-current Financial Assets | 29,053,268.53 | -4,562,921.80 | 24,490,346.73 | | Subtotal of Financial Assets | 29,053,268.53 | -4,562,921.80 | 24,490,346.73 | | Total Above | 29,053,268.53 | -4,562,921.80 | 24,490,346.73 | Restricted Asset Status | Item | Book Value at Period End (RMB) | Reason for Restriction | | :--- | :--- | :--- | | Monetary Funds | 6,606,726.07 | Bank acceptance bill deposit, not readily available for payment | | Monetary Funds | 447,135.05 | Letter of guarantee deposit, not readily available for payment | | Total | 7,053,861.12 | | Analysis of Investment Status Total investment decreased by 83.47% year-over-year, with 409.91 million yuan cumulatively invested from raised funds, and some projects, like the footwear production base, underperforming due to insufficient orders Changes in Investment Amount | Indicator | Amount (RMB) | | :--- | :--- | | Investment Amount for Current Period | 15,614,650.18 | | Investment Amount for Prior Year Period | 94,442,589.42 | | Change Rate | -83.47% | Overall Use of Raised Funds | Indicator | Amount (RMB 10,000) | | :--- | :--- | | Total Raised Funds | 47,731.99 | | Total Raised Funds Invested in Current Period | 6,522.13 | | Total Raised Funds Cumulatively Invested | 40,990.88 | | Total Raised Funds with Changed Use in Current Period | 10,107.34 | | Total Raised Funds with Cumulatively Changed Use | 10,107.34 | | Proportion of Total Raised Funds with Cumulatively Changed Use | 21.18% | - The "R&D Center Construction Project" has been changed to "Own Brand Operation and Promotion Project" and supplementary working capital, with a total investment of 83.675 million yuan and a project construction period of 1.75 years[34][37] - The "Annual Production of 2 Million Pairs of Smart Footwear Production Base Construction Project" failed to achieve expected benefits due to the impact of domestic and international economic environments and insufficient production orders, leading to losses[34] - The company permanently supplemented working capital with 24.7774 million yuan of remaining raised funds after the completion of the "Annual Production of 2 Million Pairs of Smart Footwear Production Base Construction Project" and "Design, Exhibition, and Marketing Center Construction Project"[35][36] (1) Overall Use of Raised Funds The company's total raised funds were 477.32 million yuan, with 409.91 million yuan cumulatively invested, and 101.07 million yuan (21.18%) of funds having their use changed Overall Use of Raised Funds | Indicator | Amount (RMB 10,000) | | :--- | :--- | | Total Raised Funds | 47,731.99 | | Total Raised Funds Invested in Current Period | 6,522.13 | | 已累计投入募集资金总额 | 40,990.88 | | 报告期内变更用途的募集资金总额 | 10,107.34 | | 累计变更用途的募集资金总额 | 10,107.34 | | Proportion of Total Raised Funds with Cumulatively Changed Use | 21.18% | | Unused Raised Funds | 7,611.24 | | Balance of Fixed Deposits Purchased | 6,700 | (2) Status of Committed Projects Using Raised Funds The "Design, Exhibition, Marketing Center" project is complete, while the "Smart Footwear Production Base" project is near completion but underperforming due to insufficient orders, and the original "R&D Center" project was changed Status of Committed Projects Using Raised Funds | Committed Investment Project | Adjusted Total Investment (RMB 10,000) | Cumulative Investment at Period End (RMB 10,000) | Investment Progress (%) | Date Project Reached Intended Usable State | Benefits Achieved in Current Period (RMB 10,000) | Achieved Expected Benefits | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Design, Exhibition, Marketing Center Construction Project | 16,446.02 | 16,712.38 | 101.62% | May 22, 2024 | - | Not Applicable | | Annual Production of 2 Million Pairs of Smart Footwear Production Base Construction Project | 15,178.63 | 14,501.01 | 95.54% | October 31, 2022 | -156.47 | No | | R&D Center Construction Project | 60 | 60 | 100.00% | | - | Not Applicable | | Own Brand Operation and Promotion Project | 8,367.5 | 761.58 | 9.10% | December 31, 2025 | - | Not Applicable | | Supplement Working Capital | 8,955.91 | 8,955.91 | 100.00% | | - | Not Applicable | - The "Annual Production of 2 Million Pairs of Smart Footwear Production Base Construction Project" failed to achieve expected benefits primarily due to the impact of domestic and international economic environments, slow progress in developing production clients, insufficient production orders, and significant fixed expenses like depreciation, leading to losses[34] (3) Status of Projects with Changed Use of Raised Funds The original "R&D Center Construction Project" was reallocated to "Own Brand Operation and Promotion" and "Supplement Working Capital" due to changing economic conditions and a strategic shift towards brand channel operations Status of Projects with Changed Use of Raised Funds | Changed Project | Corresponding Original Committed Project | Total Raised Funds Proposed for Changed Project (RMB 10,000) | Actual Investment in Current Period (RMB 10,000) | Cumulative Actual Investment at Period End (RMB 10,000) | Investment Progress (%) | Date Project Reached Intended Usable State | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Own Brand Operation and Promotion Project | R&D Center Construction Project | 8,367.5 | 761.58 | 761.58 | 9.10% | December 31, 2025 | | Supplement Working Capital | R&D Center Construction Project | 2,955.91 | 2,955.91 | 2,955.91 | 100.00% | | - The reason for the change is the evolving domestic and international economic environment and the development of new retail models, prompting the company to adjust its development strategy from building its own research center to collaborating with specialized design institutions and further enhancing its high-value-added brand channel operation capabilities[37] Significant Asset and Equity Sales The company did not engage in any significant asset or equity sales during the reporting period - The company did not sell significant assets during the reporting period[40] - The company did not sell significant equity during the reporting period[41] Analysis of Major Holding and Associate Companies While Wenzhou Zoenn Design Co., Ltd. was profitable, several other major subsidiaries and an associate company, including Wenzhou Zoenn Footwear & Apparel Co., Ltd. and Hangzhou Yuanqidian Technology Co., Ltd., incurred losses Financial Status of Major Subsidiaries and Associate Companies | Company Name | Company Type | Principal Business | Registered Capital (RMB 10,000) | Total Assets (RMB 10,000) | Net Assets (RMB 10,000) | Operating Revenue (RMB 10,000) | Operating Profit (RMB 10,000) | Net Profit (RMB 10,000) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Wenzhou Zoenn Design Co., Ltd. | Subsidiary | Footwear & apparel design, sales | 500.00 | 5,467.69 | 4,956.78 | 823.58 | 288.56 | 228.64 | | Wenzhou Zoenn Footwear & Apparel Co., Ltd. | Subsidiary | Footwear & apparel design, production, sales | 12,000.00 | 34,297.99 | 2,479.70 | 1,686.40 | -751.05 | -687.84 | | Zhejiang Zoenn Supply Chain Management Co., Ltd. | Subsidiary | Footwear & apparel design, sales | 1,000.00 | 37,559.68 | 1,055.57 | 4,711.94 | -32.44 | -266.83 | | Wenzhou Yinru Yaowang Technology Co., Ltd. | Subsidiary | Footwear & apparel sales, internet services | 1,600.00 | 4,085.61 | 657.72 | 51.24 | -214.96 | -247.59 | | Wenzhou Changyiju Hotel Management Co., Ltd. | Subsidiary | Hotel management | 500 | 2,350.63 | -138.34 | 14.68 | -187.76 | -187.75 | | Hangzhou Yuanqidian Technology Co., Ltd. | Associate | Computer services | 340.00 | 2,055.05 | 1,413.87 | 20.49 | -858.32 | -582.41 | - During the reporting period, the company transferred its equity in Guangzhou Yin Yuan Brand Management Co., Ltd., which did not have a significant impact on the current period's operating performance[42] Status of Structured Entities Controlled by the Company The company did not control any structured entities during the reporting period - The company did not control any structured entities during the reporting period[43] Risks Faced by the Company and Countermeasures The company faces innovation, technical, operational, internal control, and financial risks, which it plans to address by strengthening R&D, diversifying design applications, enhancing supply chain integration, building a designer platform, and expanding markets - Faces innovation risks, including failure to accurately grasp changing fashion trends and uncertainties in business innovation[43] - Faces technical risks, primarily the risk of R&D and design talent loss[43] - Faces operational risks, including high customer concentration, changes in revenue structure, fluctuations in market demand, deteriorating operations of small and medium-sized footwear enterprises, intensified market competition, and insufficient supply chain integration[43][44][45] - Faces internal control risks, where management levels may not adapt to the expansion of operational scale[45] - Faces financial risks, primarily exchange rate fluctuation risks arising from export business[45] - Countermeasures include strengthening R&D and design team building, broadening the application areas of fashion product design, enhancing supply chain integration capabilities, establishing a one-stop designer resource sharing platform, and expanding markets[45][46][47] Registration Form for Research, Communication, Interview, and Other Activities During the Reporting Period On May 14, 2024, the company hosted an online investor briefing for its 2023 annual performance, discussing company and industry overview - On May 14, 2024, the company hosted an online investor briefing for its 2023 annual performance, discussing company and industry overview[48] Implementation Status of "Quality and Return Dual Improvement" Action Plan The company has not disclosed any announcement regarding the "Quality and Return Dual Improvement" action plan - The company has not disclosed any announcement regarding the "Quality and Return Dual Improvement" action plan[49] Corporate Governance This section details the company's shareholder meetings, changes in directors, supervisors, and senior management, profit distribution plans, and the implementation of equity incentive plans Information on Annual and Extraordinary General Meetings Held During the Reporting Period The company held its 2023 Annual General Meeting on April 22, 2024, with 59.71% investor participation, and no requests for extraordinary general meetings from preferred shareholders Shareholder Meeting Information | Session | Meeting Type | Investor Participation Rate | Date Held | Disclosure Date | Meeting Resolution | | :--- | :--- | :--- | :--- | :--- | :--- | | 2023 Annual General Meeting | Annual General Meeting | 59.71% | April 22, 2024 | April 22, 2024 | Announcement No.: 2024-021 | - No preferred shareholders with restored voting rights requested an extraordinary general meeting during the reporting period[51] Changes in Directors, Supervisors, and Senior Management There were no changes in the company's directors, supervisors, or senior management during the reporting period - The company's directors, supervisors, and senior management remained unchanged during the reporting period[51] Profit Distribution and Capital Reserve Conversion to Share Capital for the Current 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[52] Implementation Status of Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company's 2022 employee stock ownership plan was prematurely terminated, with all 2.396 million shares sold, resulting in a 3.2271 million yuan share-based payment expense impacting total profit - The company's 2022 employee stock ownership plan was prematurely terminated during the reporting period[53][54] - All 2.396 million shares held under the employee stock ownership plan were sold through centralized bidding, accounting for 0.9983% of the company's total share capital[53][54] - Due to the cancellation of the employee stock ownership plan, a share-based payment expense of 3.2271 million yuan was recognized in the current period, impacting total profit[53] Environmental and Social Responsibility This section outlines the company's environmental performance, confirming it is not a key polluter and has no environmental penalties, and details its commitment to shareholder, employee, and social welfare Significant Environmental Issues The company and its subsidiaries are not classified as key polluting units and received no environmental administrative penalties during the reporting period - The company and its subsidiaries are not classified as key polluting units by environmental protection authorities[56] - No administrative penalties were received due to environmental issues during the reporting period[56] - No measures taken to reduce carbon emissions or their effects were disclosed[56] Social Responsibility The company is committed to protecting stakeholder rights, improving corporate governance, ensuring transparent information disclosure, safeguarding employee rights, and actively participating in social welfare initiatives - The company strictly adheres to laws and regulations, safeguarding shareholders' rights to information and participation, improving internal control systems, and ensuring true, accurate, complete, timely, and fair information disclosure[56] - The company complies with the Labor Law, establishing human resource and social insurance management systems to protect employee legal rights and foster stable and harmonious labor relations[56] - The company actively participates in social welfare activities, supporting local education, culture, science, poverty alleviation, and other areas, promoting local economic construction and social development[56] Significant Matters This section addresses various significant corporate matters, including commitments, related party transactions, external guarantees, auditor appointments, litigation, penalties, and other material events Fulfilled and Overdue Unfulfilled Commitments by Actual Controller, Shareholders, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period The company had no overdue unfulfilled commitments from its actual controller, shareholders, related parties, acquirers, or the company itself during the reporting period - The company had no overdue unfulfilled commitments during the reporting period[57] Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties from the Listed Company There were no instances of non-operating funds being occupied by the controlling shareholder or other related parties from the listed company during the reporting period - The company had no non-operating funds occupied by controlling shareholders or other related parties during the reporting period[58] Irregular External Guarantees The company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period[59] Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited[60] Explanation by the Board of Directors and Supervisory Board on the Accounting Firm's "Non-Standard Audit Report" for the Current Reporting Period The company had no non-standard audit report for the current period, thus no explanation from the Board of Directors or Supervisory Board is required - The company had no non-standard audit report during the reporting period[61] Explanation by the Board of Directors on the "Non-Standard Audit Report" for the Prior Year The company had no non-standard audit report for the prior year, thus no explanation from the Board of Directors is required - The company had no non-standard audit report for the prior year[62] Bankruptcy and Reorganization Matters The company had no bankruptcy or reorganization matters during the reporting period - The company had no bankruptcy or reorganization matters during the reporting period[63] Litigation Matters The company had no significant litigation or arbitration matters during the current reporting period - The company had no significant litigation or arbitration matters during the current reporting period[58] Penalties and Rectification Status The company had no penalties or rectification matters during the reporting period - The company had no penalties or rectification matters during the reporting period[59] Integrity Status of the Company, its Controlling Shareholder, and Actual Controller The company, its controlling shareholder, and actual controller maintained good integrity status during the reporting period - The company, its controlling shareholder, and actual controller had no integrity issues during the reporting period[60] Significant Related Party Transactions The company had no significant related party transactions, including those related to daily operations, asset/equity acquisitions/disposals, joint investments, or financial institution dealings, during the reporting period - The company had no related party transactions related to daily operations during the reporting period[59] - The company had no related party transactions involving asset or equity acquisitions/disposals during the reporting period[59] - The company had no related party creditor-debtor transactions during the reporting period[60] - There were no deposits, loans, credit lines, or other financial business between the company and related financial companies, or between the company's controlled financial companies and related parties[61][62] Significant Contracts and Their Performance The company had no trust or contracting arrangements, but significant leasing contracts exist, with one subsidiary's lease generating a -5.3574 million yuan loss, and a major sales contract with CCC.EU SP.Z O.O. generated 117.091 million yuan in revenue - The company had no trust or contracting arrangements during the reporting period[64] Significant Leasing Information | Lessee | Lessor | Property Address | Area (sqm) | Term | Purpose | | :--- | :--- | :--- | :--- | :--- | :--- | | Wenling Zoenn Design Co., Ltd. | Taizhou Wenling Huifu Chuntian E-commerce Industrial Park Co., Ltd. | 2F01, Building 1, Huifu Chuntian, Zeguo Town, Wenling City, Taizhou City, Zhejiang Province | 1,608.00 | June 1, 2022 - September 27, 2027 | Office | | Zhejiang Zoenn Supply Chain Management Co., Ltd. | Zhejiang Ouhai Railway Investment Group Co., Ltd. | Ouhai International Exhibition Center, Core Area of Ouhai Fashion Smart Manufacturing Town, Xianyan Street, Ouhai District, Wenzhou City | 126,915.93 | April 16, 2023 - April 15, 2028 | Exhibition, live streaming, children's fashion products, business hotel | | Wenzhou Yinru Yaowang Technology Co., Ltd. | Wenzhou Lucheng Industrial Development Group Co., Ltd. | Waoqishan Mountain Foot, Shuangyu Street, Lucheng District, Wenzhou City | 11,150.50 | January 1, 2023 - June 30, 2028 | Office | - The leasing loss of Zhejiang Zoenn Supply Chain Management Co., Ltd. accounted for 36.11% of the company's total profit for the reporting period[65] Significant Contracts in Ordinary Operations | Company Party to Contract | Counterparty to Contract | Total Contract Amount (RMB 10,000) | Contract Performance Progress | Sales Revenue Recognized in Current Period (RMB 10,000) | | :--- | :--- | :--- | :--- | :--- | | Zhejiang Zoenn Fashion Co., Ltd. | CCC.EU SP.Z O.O. | | In progress | 11,709.10 | - The company had no other significant contracts during the reporting period[67] Explanation of Other Significant Matters 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[68] Significant Matters of Company Subsidiaries The company had no significant matters concerning its subsidiaries during the reporting period - The company had no significant matters concerning its subsidiaries during the reporting period[69] Share Changes and Shareholder Information This section details the company's share capital stability, lack of new securities issuance, shareholder numbers, and the shareholding and pledge status of its top shareholders Share Change Status The company's total share capital remained unchanged at 240 million shares during the reporting period, all of which are unrestricted shares Share Change Status | Item | Quantity Before Change (shares) | Proportion (%) | Increase/Decrease in This Change (＋,－) | Quantity After Change (shares) | Proportion (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | | | | | | | II. Unrestricted Shares | 240,000,000 | 100.00% | | 240,000,000 | 100.00% | | 1. RMB Ordinary Shares | 240,000,000 | 100.00% | | 240,000,000 | 100.00% | | III. Total Shares | 240,000,000 | 100.00% | | 240,000,000 | 100.00% | - During the reporting period, the company's total share capital remained unchanged, with no progress on share repurchases or reductions of repurchased shares[70] Securities Issuance and Listing Status 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[72] Number of Shareholders and Shareholding Status As of the end of the reporting period, the company had 12,908 ordinary shareholders, with Zoenn Group Co., Ltd. and Wenzhou Huayin Equity Investment Partnership (Limited Partnership) being major shareholders with pledged shares - As of the end of the reporting period, the total number of ordinary shareholders was 12,908[72] Top Ten Shareholders' Shareholding Status | Shareholder Name | Shareholder Nature | Shareholding Ratio (%) | Number of Shares Held at Period End (shares) | Share Status | Quantity (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | | Zoenn Group Co., Ltd. | Domestic Non-State-Owned Legal Person | 49.31% | 118,332,000 | Pledged | 43,900,000 | | Wenzhou Huayin Equity Investment Partnership (Limited Partnership) | Domestic Non-State-Owned Legal Person | 9.61% | 23,071,404 | Pledged | 17,000,000 | | Xiamen Haojia Wealth Investment Management Co., Ltd. | Domestic Non-State-Owned Legal Person | 1.36% | 3,252,000 | Not Applicable | - | | Abama Yuexiang Hongli No. 72 Private Securities Investment Fund managed by Zhuhai Abama Asset Management Co., Ltd. | Other | 1.31% | 3,155,300 | Not Applicable | - | | Boxin (Tianjin) Equity Investment Management Partnership (Limited Partnership) | Domestic Non-State-Owned Legal Person | 0.85% | 2,042,800 | Not Applicable | - | | Zhang Yuxia | Domestic Natural Person | 0.83% | 2,000,000 | Not Applicable | - | | Nanjing Jinzheng Petrochemical Co., Ltd. | Domestic Non-State-Owned Legal Person | 0.75% | 1,801,700 | Not Applicable | - | | Lu Guoyou | Domestic Natural Person | 0.63% | 1,500,000 | Not Applicable | - | | Ouyang Biao | Domestic Natural Person | 0.57% | 1,370,300 | Not Applicable | - | | Yang Zongchang | Domestic Natural Person | 0.50% | 1,189,700 | Not Applicable | - | - Among the company's top ten shareholders, Zoenn Group Co., Ltd. and Wenzhou Huayin Equity Investment Partnership (Limited Partnership) have pledged shares[72] Cumulative Pledged Shares of the Company's Controlling Shareholder or First Largest Shareholder and Their Concerted Parties Reaching 80% of Their Held Shares The company's controlling shareholder or first largest shareholder and their concerted parties did not have cumulative pledged shares reaching 80% of their held shares during the reporting period - The company's controlling shareholder or first largest shareholder and their concerted parties did not have cumulative pledged shares reaching 80% of their held shares during the reporting period[74] Changes in Shareholdings of Directors, Supervisors, and Senior Management There were no changes in the shareholdings of the company's directors, supervisors, and senior management during the reporting period - The company's directors, supervisors, and senior management had no changes in shareholdings during the reporting period[74] Changes in Controlling Shareholder or Actual Controller The company's controlling shareholder and actual controller remained unchanged during the reporting period - The company's controlling shareholder remained unchanged during the reporting period[75] - The company's actual controller remained unchanged during the reporting period[75] Preferred Share Information The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period[75] Bond Information The company had no bonds during the reporting period - The company had no bonds during the reporting period[76] Financial Report This section presents the company's unaudited semi-annual financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, along with detailed notes on accounting policies, taxes, and financial items Audit Report The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited[77] 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 first half of 2024 1. Consolidated Balance Sheet As of June 30, 2024, the company's consolidated total assets were 1.238 billion yuan, a 4.00% decrease from the beginning of the period, with total liabilities at 237 million yuan and total owners' equity at 1.001 billion yuan Key Data from Consolidated Balance Sheet | Item | Ending Balance (RMB) | Beginning Balance (RMB) | | :--- | :--- | :--- | | Total Assets | 1,238,389,469.26 | 1,290,029,476.10 | | Total Current Assets | 668,201,081.13 | 716,196,354.84 | | Total Non-current Assets | 570,188,388.13 | 573,833,121.26 | | Total Liabilities | 237,396,619.74 | 260,144,913.97 | | Total Owners' Equity | 1,000,992,849.52 | 1,029,884,562.13 | 2. Parent Company Balance Sheet As of June 30, 2024, the parent company's total assets were 1.095 billion yuan, a 1.34% decrease from the beginning of the period, with total liabilities at 136 million yuan and total owners' equity at 959 million yuan Key Data from Parent Company Balance Sheet | Item | Ending Balance (RMB) | Beginning Balance (RMB) | | :--- | :--- | :--- | | Total Assets | 1,095,076,753.74 | 1,109,926,489.21 | | Total Current Assets | 811,643,001.11 | 824,939,677.75 | | Total Non-current Assets | 283,433,752.63 | 284,986,811.46 | | Total Liabilities | 136,060,453.73 | 138,578,182.86 | | Total Owners' Equity | 959,016,300.01 | 971,348,306.35 | 3. Consolidated Income Statement In the first half of 2024, consolidated total operating revenue was 193 million yuan, a 12.83% decrease year-over-year, with net profit at -18.57 million yuan and net profit attributable to parent company shareholders at -15.52 million yuan, turning from profit to loss Key Data from Consolidated Income Statement | Item | H1 2024 (RMB) | H1 2023 (RMB) | | :--- | :--- | :--- | | Total Operating Revenue | 192,852,405.60 | 221,244,558.61 | | Total Operating Costs | 197,524,200.36 | 190,123,346.51 | | Operating Profit | -14,794,383.86 | 26,721,597.85 | | Total Profit | -14,836,560.49 | 27,048,918.25 | | Net Profit | -18,569,266.39 | 20,287,156.61 | | Net Profit Attributable to Parent Company Shareholders | -15,523,475.95 | 20,419,278.91 | | Basic Earnings Per Share | -0.07 | 0.09 | | Diluted Earnings Per Share | -0.07 | 0.09 | 4. Parent Company Income Statement In the first half of 2024, parent company operating revenue was 138 million yuan, a 16.71% decrease year-over-year, with net profit at -1.70 million yuan, a significant decline from 59.42 million yuan in the prior year, turning from profit to loss Key Data from Parent Company Income Statement | Item | H1 2024 (RMB) | H1 2023 (RMB) | | :--- | :--- | :--- | | Operating Revenue | 138,045,266.17 | 165,744,557.05 | | Operating Profit | -405,148.08 | 62,777,762.24 | | Total Profit | -409,953.29 | 63,058,406.10 | | Net Profit | -1,697,559.38 | 59,418,174.33 | 5. Consolidated Cash Flow Statement In the first half of 2024, net cash flow from operating activities was 8.07 million yuan, a significant 81.15% decrease, with net cash flow from investing activities at -34.81 million yuan and from financing activities at -11.21 million yuan Key Data from Consolidated Cash Flow Statement | Item | H1 2024 (RMB) | H1 2023 (RMB) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 8,074,867.81 | 42,838,673.91 | | Net Cash Flow from Investing Activities | -34,809,311.81 | -98,487,633.68 | | Net Cash Flow from Financing Activities | -11,211,434.40 | -19,779,111.84 | | Net Increase in Cash and Cash Equivalents | -36,049,344.56 | -68,483,712.79 | | Cash and Cash Equivalents at Period End | 296,759,886.14 | 446,688,372.60 | 6. Parent Company Cash Flow Statement In the first half of 2024, parent company net cash flow from operating activities was -43.59 million yuan, from investing activities -13.67 million yuan, and from financing activities 3.59 million yuan, with cash and cash equivalents at 50.40 million yuan Key Data from Parent Company Cash Flow Statement | Item | H1 2024 (RMB) | H1 2023 (RMB) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -43,591,079.79 | -157,736,562.88 | | Net Cash Flow from Investing Activities | -13,671,221.70 | -17,610,394.33 | | Net Cash Flow from Financing Activities | 3,590,158.29 | -20,789,247.94 | | Net Increase in Cash and Cash Equivalents | -51,126,254.26 | -191,056,346.32 | | Cash and Cash Equivalents at Period End | 50,402,566.50 | 87,681,572.62 | 7. Consolidated Statement of Changes in Owners' Equity As of June 30, 2024, consolidated owners' equity totaled 1.001 billion yuan, a 2.89% decrease from the beginning of the period, with comprehensive income attributable to parent company owners at -15.52 million yuan Consolidated Statement of Changes in Owners' Equity | Item | Beginning Balance (RMB) | Change in Current Period (RMB) | Ending Balance (RMB) | | :--- | :--- | :--- | :--- | | Total Owners' Equity Attributable to Parent Company | 1,027,073,494.97 | -26,151,322.79 | 1,000,922,172.18 | | Minority Interests | 2,811,067.16 | -2,740,389.82 | 70,677.34 | | Total Owners' Equity | 1,029,884,562.13 | -28,891,712.61 | 1,000,992,849.52 | | Total Comprehensive Income Attributable to Parent Company Owners | | -15,523,475.95 | | | Capital Contributed by Owners and Capital Reduction | | 24,658,193.89 | | | Profit Distribution | | -35,181,590.10 | | 8. Parent Company Statement of Changes in Owners' Equity As of June 30, 2024, parent company owners' equity totaled 959 million yuan, a 1.23% decrease from the beginning of the period, with total comprehensive income at -1.70 million yuan Parent Company Statement of Changes in Owners' Equity | Item | Beginning Balance (RMB) | Change in Current Period (RMB) | Ending Balance (RMB) | | :--- | :--- | :--- | :--- | | Total Owners' Equity | 971,348,306.35 | -12,332,006.34 | 959,016,300.01 | | Total Comprehensive Income | | -1,697,559.38 | | | Capital Contributed by Owners and Capital Reduction | | 24,651,593.77 | | | Profit Distribution | | -35,181,590.10 | | Company Basic Information Zhejiang Zoenn Fashion Co., Ltd., established in October 2011 and listed in October 2020, has a registered capital of 240 million yuan, focusing on design services, sales, and import/export, with Ni Xiuhua as the actual controller - The company was established in October 2011 and listed on the Shenzhen Stock Exchange in October 2020[100] - Registered capital is 240 million yuan, primarily engaged in professional design services, industrial design services, apparel and footwear sales, and import/export business[100] - The parent company is Zoenn Group Co., Ltd., and the actual controller is Ni Xiuhua[100] Basis of Financial Statement Preparation The financial statements are prepared in accordance with Chinese accounting standards and regulatory requirements, on a going concern basis, with no significant doubts about the company's ability to continue as a going concern within 12 months from the reporting period end - Financial statements are prepared in accordance with Enterprise Accounting Standards issued by the Ministry of Finance and relevant regulations of the China Securities Regulatory Commission[101] - Prepared on a going concern basis, with no significant doubts about the company's ability to continue as a going concern within 12 months from the end of the reporting period[102] Significant Accounting Policies and Accounting Estimates This section details the company's significant accounting policies and estimates for financial statement preparation, covering areas such as business combinations, financial instruments, inventory, fixed assets, revenue recognition, and leases - The company adheres to Enterprise Accounting Standards, accurately and completely reflecting its financial position, operating results, and cash flows[104] - Consolidated financial statements determine the scope of consolidation based on control and eliminate intercompany transactions[109] - Financial instruments are classified as measured at amortized cost, fair value through other comprehensive income, or fair value through profit or loss, based on business model and contractual cash flow characteristics[116] - Revenue is recognized when performance obligations are satisfied and customers obtain control of related goods or services, primarily from design, supply chain integration, and footwear production businesses[146][148][149] - The company opts not to recognize right-of-use assets and lease liabilities for short-term leases and leases of low-value assets, expensing related lease payments on a straight-line basis to profit or loss or relevant asset costs[156] 1. Statement of Compliance with Enterprise Accounting Standards The financial statements comply with Enterprise Accounting Standards, accurately reflecting the company's financial position, operating results, and cash flows for the period - These financial statements comply with Enterprise Accounting Standards, truly and completely reflecting the company's financial position, operating results, and cash flows[104] 2. Accounting Period The company's accounting year runs from January 1 to December 31 of the Gregorian calendar - The company's accounting year is from January 1 to December 31 of the Gregorian calendar[105] 3. Operating Cycle The company's operating cycle is 12 months - The company's operating cycle is 12 months[106] 4. Functional Currency The company uses Renminbi (RMB) as its functional currency - The company uses Renminbi as its functional currency[107] 5. Methods and Basis for Determining and Selecting Materiality Standards The company has not disclosed its methods and basis for determining and selecting materiality standards - The company has not disclosed its methods and basis for determining and selecting materiality standards[108] 6. Accounting Methods for Business Combinations Under Common Control and Not Under Common Control Business combinations under common control are measured at the book value of the acquiree's net assets, while those not under common control are measured at fair value, with differences recognized as goodwill or in profit/loss - Business combinations under common control are measured at the book value of the acquiree in the ultimate controlling party's consolidated financial statements[108] - Business combinations not under common control are measured at fair value on the acquisition date, with the difference between the combination cost and the fair value share of identifiable net assets recognized as goodwill or included in current profit or loss[108] 7. Criteria for Determining Control and Method of Preparing Consolidated Financial Statements Consolidated financial statements are prepared based on control, encompassing the company and all subsidiaries, with control defined by power, variable returns, and the ability to influence returns, and internal transactions are eliminated - Consolidated financial statements determine the scope of consolidation based on control, including the company and all subsidiaries[109] - Control refers to the company's power over the investee, exposure to variable returns from its involvement, and the ability to use its power to affect the amount of its returns[109] - Internal transaction impacts are eliminated during consolidation, and adjustments are made for inconsistent accounting policies of subsidiaries[109] 8. Classification of Joint Arrangements and Accounting Methods for Joint Operations Joint arrangements are classified as joint operations or joint ventures; for joint operations, the company recognizes its share of assets, liabilities, revenue, and expenses, while investments in joint ventures are accounted for using the equity method - Joint arrangements are classified as joint operations and joint ventures[112] - In joint operations, the company recognizes its individually held assets, assumed liabilities, and its share of jointly held assets, assumed liabilities, and revenue and expenses from the joint operation[113] - Investments in joint ventures are accounted for using the equity method[113] 9. Criteria for Determining Cash and Cash Equivalents Cash includes cash on hand and demand deposits, while cash equivalents are short-term, highly liquid investments readily convertible to known amounts of cash with insignificant value change risk - Cash refers to cash on hand and deposits that can be readily used for payment[114] - Cash equivalents refer to investments held by the company that are short-term, highly liquid, readily convertible to known amounts of cash, and subject to insignificant risk of changes in value[114] 10. Foreign Currency Transactions and Translation of Foreign Currency Financial Statements Foreign currency transactions are translated at the beginning-of-month exchange rate, monetary items at period-end spot rates, and foreign currency financial statements use period-end spot rates for balance sheet items and beginning-of-month rates for income statement items - Foreign currency transacti