交大昂立(600530) - 2025 Q2 - 季度财报

Section I Definitions Definitions of Common Terms This section provides definitions for key terms and abbreviations, including the company, affiliates, and regulatory bodies, essential for report comprehension - The report clarifies the designations of core companies and related parties such as "Jiaoda Onlly," "Shanghai Yunjian," and "Dazhong Transportation"[12] Section II Company Profile and Key Financial Indicators Company Information This section provides the company's fundamental business registration details, including names, legal representative, and contact information - The company's full name is Shanghai Jiaoda Onlly Co., Ltd., stock code 600530, and legal representative is Ji Min[14][19] Key Accounting Data and Financial Indicators In H1 2025, the company experienced a performance decline with revenue down 5.77% and net profit attributable to shareholders decreasing by 30.54%, while operating cash flow turned negative, indicating significant cash flow pressure Key Accounting Data for H1 2025 | Item | Current Period (Jan-Jun) | Prior Period | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 150,774,339.60 RMB | 160,012,804.82 RMB | -5.77% | | Net Profit Attributable to Shareholders of Listed Company | 2,248,634.38 RMB | 3,237,508.43 RMB | -30.54% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-recurring Gains/Losses) | -2,128,457.43 RMB | -1,137,481.09 RMB | N/A | | Net Cash Flow from Operating Activities | -9,486,541.87 RMB | 21,701,949.08 RMB | -143.71% | | Total Assets | 736,926,378.63 RMB | 758,879,487.15 RMB | -2.89% (vs. end of previous year) | | Net Assets Attributable to Shareholders of Listed Company | 318,812,621.60 RMB | 325,711,012.85 RMB | -2.12% (vs. end of previous year) | Key Financial Indicators for H1 2025 | Item | Current Period (Jan-Jun) | Prior Period | Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (RMB/share) | 0.0029 | 0.0042 | -30.95% | | Weighted Average Return on Net Assets (%) | 0.70% | 1.09% | Decreased by 0.39 percentage points | - During the reporting period, non-recurring gains and losses totaled RMB 4.3771 million, primarily from the reversal of loan impairment losses of RMB 2.25 million from Onlly Microcredit repayment, government subsidies, and non-operating income/expenses[23] Section III Management Discussion and Analysis Main Business and Industry Overview The company's main business comprises two segments: health products and medical care services, operating within the promising big health industry with strong growth prospects in probiotics and plant extracts - The company's main businesses include the R&D, production, and sales of health products (including raw materials), and the operation and management of elderly medical care institutions[25] - The health product segment focuses on probiotics and plant extracts, with business models covering B2C end-product sales and B2B raw material supply[26][27][28] - The medical care segment primarily operates self-managed elderly care institutions, providing medical, rehabilitation, and nursing services for the elderly, and offers external management consulting services[31] - The industry outlook is broad, with China's big health industry expected to reach RMB 16 trillion by 2030, and the probiotics and plant extract markets maintaining rapid growth[29][30] Discussion and Analysis of Operations During the reporting period, the health product segment expanded product lines, but raw material business declined due to competition and tariffs, while the medical care segment faced significant challenges from unilateral termination of management agreements and ongoing litigation - For health product end-products, the company expanded its pet product line and launched new cognitive improvement and sports nutrition health products on platforms like JD.com and Tmall[32][33] - Raw material business performance slightly declined year-on-year due to fierce domestic probiotics industry competition and North American tariff policy adjustments, prompting the company to optimize personnel and production processes for cost reduction and efficiency improvement[34] - Several non-profit organizations under the medical care segment unilaterally terminated management consulting agreements and refused to pay management fees, preventing the company from obtaining related operating income; the company has filed a lawsuit, lost the first instance, appealed, and the second instance is ongoing, which has a significant impact on the company's operations[37][59] Analysis of Core Competencies The company's core competencies lie in its health product segment's strong R&D, brand recognition, and diverse product lines, and its medical care segment's industry focus, professional service quality, and cost control capabilities - The core competencies of the health product segment include strong R&D platforms and technologies for probiotics and plant extracts, with 42 invention patents; brand advantages from honors like "China Well-known Trademark"; a diversified product line covering health products, daily necessities, and pet products; and a quality control system with multiple international certifications[38][39][40][42] - The core competencies of the medical care segment include first-mover scale advantages from long-term cultivation; a reputation for high-quality services from professional operating teams and standardized service systems; and cost control advantages established through data analysis systems[43][44][45] Financial Analysis of Main Operations This section analyzes the company's financial performance, noting a slight decrease in revenue and costs, a significant increase in R&D expenses, a negative shift in operating cash flow due to increased loan disbursements, and a substantial rise in loans and short-term borrowings Analysis of Major Financial Statement Item Changes | Item | Current Period Amount | Prior Period Amount | Change Ratio (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 150,774,339.60 RMB | 160,012,804.82 RMB | -5.77 | | R&D Expenses | 3,224,872.44 RMB | 2,280,318.27 RMB | 41.42 | | Net Cash Flow from Operating Activities | -9,486,541.87 RMB | 21,701,949.08 RMB | -143.71 | | Loans and Advances | 43,500,000.00 RMB | 4,250,000.00 RMB | 923.53 (vs. end of previous year) | | Short-term Borrowings | 36,026,307.22 RMB | 20,024,444.44 RMB | 79.91 (vs. end of previous year) | - The significant decrease in net cash flow from operating activities was primarily due to an increase in net loans disbursed by the investment and financing segment during the current period[46] - The company established a wholly-owned subsidiary, "Onlly International Trading Co., Ltd." in Hong Kong, with an actual investment of HKD 10 million, aiming to develop cross-border e-commerce and international trade businesses[50][51] Operating Performance of Major Holding and Participating Companies (Unit: RMB Million) | Company Name | Main Business | Operating Revenue | Net Profit | | :--- | :--- | :--- | :--- | | Shanghai Nuode Bio-Industry Co., Ltd. | Natural Plant Products | 45.2254 | 7.0653 | | Shanghai Bairen Yinggang Nursing Home Co., Ltd. | Rehabilitation Medicine, etc. | 29.2502 | 3.2387 | | Ningbo Jiangbei Kangyang Hospital Co., Ltd. | Rehabilitation Medicine, etc. | 23.5923 | 3.2726 | | Shanghai Xuhui Onlly Microcredit Co., Ltd. | Loans | 0.00 | 3.1433 | Potential Risks The company faces specific risks in its health product segment, including intense competition and regulatory changes, while the medical care segment is exposed to policy shifts, rising labor costs, and significant litigation risks from contract disputes - The health product segment faces multiple risks including industry competition, regulatory policies, talent gaps, cost pressures, and international political situations (tariffs)[57] - The medical care segment faces risks from changes in medical insurance and long-term care insurance policies and rising labor costs; the most significant risk is the unilateral termination of management agreements by affiliated non-profit organizations and their refusal to pay, with ongoing litigation potentially preventing the company from continuing to obtain operating income[59] Section IV Corporate Governance, Environment, and Society Changes in Directors, Supervisors, and Senior Management During the reporting period, Mr. Du Gang, a non-independent director, resigned from his positions due to personal reasons on June 26, 2025 - On June 26, 2025, non-independent director Mr. Du Gang resigned due to personal reasons[61] Profit Distribution Plan The company has no profit distribution or capital reserve conversion plan for the first half of 2025 - No profit distribution or capital reserve conversion is planned for the half-year period[62] Section V Significant Matters Fulfillment of Commitments During the reporting period, the acquirer Shanghai Shijie and its concerted parties strictly fulfilled their commitments regarding avoiding horizontal competition and regulating related-party transactions - Commitments made in the acquisition report regarding avoiding horizontal competition and regulating related-party transactions were strictly fulfilled[66][67] Major Litigation and Arbitration Matters The company is involved in several major litigations, including a withdrawn civil suit against former executives now a criminal report, and a third-party involvement in a joint venture's debt transfer dispute, with the most critical being ongoing appeals related to management contract disputes with non-profit nursing homes - The company's lawsuit against former directors and senior executives Yang Guoping and others for damaging company interests has been withdrawn and converted into a criminal report to the public security organs, but it has not been filed, and the company has applied for reconsideration[68] - The company participated as a third party in the debt transfer contract dispute case involving its associate company, Shanghai Xuhui Onlly Microcredit Co., Ltd.[68] Regulatory Penalties and Rectification Status In January 2025, the company and relevant former senior executives received a regulatory warning from the Shanghai Stock Exchange, prompting the company to implement rectification measures including strengthening internal controls and establishing a new auditor selection system - On January 2, 2025, the company and several former senior executives received a regulatory warning from the Shanghai Stock Exchange[69] - The company has undertaken rectification measures, including strengthening internal controls, streamlining approval processes, and approving the "Accountant Firm Selection System"[70] Other Significant Matters On July 11, 2025, the company received a "Notice of Case Filing" from the China Securities Regulatory Commission, indicating an ongoing investigation which the company will actively cooperate with - On July 11, 2025, the company received a "Notice of Case Filing" (No. CSRC Case Filing [2025] 024) from the China Securities Regulatory Commission, indicating that the company is under investigation[77] Section VI Share Changes and Shareholder Information Share Capital Change Status During the reporting period, there were no changes in the company's total share capital or share structure - During the reporting period, there were no changes in the company's total share capital or share structure[79] Shareholder Information As of the end of the reporting period, the company had 26,322 shareholders, with Shanghai Yunjian and its concerted parties holding 30.06% as the largest shareholder, and Dazhong Transportation and its concerted parties holding 19.88% - As of the end of the reporting period, the company had 26,322 common shareholders[80] Top Ten Shareholders' Shareholding | Shareholder Name | Shares Held at Period End | Percentage (%) | | :--- | :--- | :--- | | Dazhong Transportation (Group) Co., Ltd. | 112,184,187 | 14.48 | | Shanghai Yunjian Industrial Development Co., Ltd. | 94,048,695 | 12.14 | | Shanghai Shijie Decoration Design Engineering Co., Ltd. | 53,248,817 | 6.87 | | Shanghai Xinluda Commercial (Group) Co., Ltd. | 47,993,727 | 6.19 | | Lishui Xincheng Xinchuang Technology Development Partnership (Limited Partnership) | 45,133,650 | 5.82 | - There are two major concerted party groups among shareholders: Shanghai Yunjian and its concerted parties collectively hold 30.06%; Dazhong Transportation and its concerted parties collectively hold 19.88%[83] - In February 2025, Shanghai Shijie completed a partial tender offer for the company, after which its total shareholding with concerted parties reached 30.0620%[84][85] Section VII Bond-Related Information Bond Status During the reporting period, the company had no outstanding corporate bonds, enterprise bonds, non-financial enterprise debt financing instruments, or convertible corporate bonds - The company has no outstanding corporate bonds, enterprise bonds, non-financial enterprise debt financing instruments, or convertible corporate bonds[89] Section VIII Financial Report Financial Statements This chapter provides the company's unaudited H1 2025 consolidated and parent company financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, showing total assets of RMB 737 million, operating revenue of RMB 151 million, net profit attributable to parent of RMB 2.25 million, and negative operating cash flow of RMB 9.49 million Consolidated Balance Sheet Summary (June 30, 2025) | Item | Amount (RMB) | | :--- | :--- | | Total Assets | 736,926,378.63 | | Total Liabilities | 366,299,579.70 | | Total Owners' Equity Attributable to Parent Company | 318,812,621.60 | Consolidated Income Statement Summary (Jan-Jun 2025) | Item | Amount (RMB) | | :--- | :--- | | Total Operating Revenue | 150,774,339.60 | | Total Profit | 6,995,875.44 | | Net Profit Attributable to Parent Company Shareholders | 2,248,634.38 | Consolidated Cash Flow Statement Summary (Jan-Jun 2025) | Item | Amount (RMB) | | :--- | :--- | | Net Cash Flow from Operating Activities | -9,486,541.87 | | Net Cash Flow from Investing Activities | -158,887.97 | | Net Cash Flow from Financing Activities | -7,800,388.16 | | Net Increase in Cash and Cash Equivalents | -17,440,147.17 | Significant Accounting Policies and Estimates This chapter details the company's significant accounting policies and estimates, including consolidation methods, financial instrument classification, expected credit loss models, inventory valuation, long-term equity investments, revenue recognition, and lease accounting, all in accordance with Chinese accounting standards - Financial statements are prepared on a going concern basis, adhering to Chinese Enterprise Accounting Standards[124][125][127] - The company uses the expected credit loss model to accrue impairment provisions for financial assets, and for receivables without significant financing components, it applies a simplified approach to measure expected credit losses over their entire lifetime[167][176] - Revenue recognition follows the new revenue standards, recognized when the customer obtains control of the related goods or services; health product sales are recognized upon delivery or settlement based on different models (buyout, consignment, online); medical care services are recognized over the period of service provision[234][237] Notes to Consolidated Financial Statement Items This chapter provides detailed explanations and data breakdowns for major consolidated financial statement items, highlighting that 40.24% of accounts receivable were fully impaired, loans and advances significantly increased, and a full impairment provision was made for RMB 361 million in operating income rights due to contract disputes - At period-end, the book balance of accounts receivable was RMB 65.45 million, of which RMB 26.34 million (40.24%) was fully impaired individually due to expected uncollectibility[265][266] - The period-end balance of loans and advances was RMB 43.50 million, a significant increase from RMB 4.25 million at the beginning of the period, primarily due to new loans disbursed in the current period[299] - Due to contract disputes with several non-profit organizations, the company has fully accrued impairment provisions for operating income rights (listed under other non-current assets) with a book original value of RMB 361 million[348][349] - At period-end, the book original value of goodwill was RMB 193 million, with impairment provisions of RMB 83 million, and a net value of RMB 54.87 million, with no new impairment recognized during the reporting period[333][335] Related Parties and Related Party Transactions This chapter discloses the company's related party relationships and transactions, identifying Shanghai Yunjian and its concerted parties as the largest shareholder, noting minor related-party sales, and detailing impaired receivables from non-profit organizations and outstanding loans to an associate - The company's largest shareholder is Shanghai Yunjian Industrial Development Co., Ltd. and its concerted parties, collectively holding 30.06%, with Mr. Ji Lin as the ultimate controlling person[444][445] - During the reporting period, the amount of goods purchase and sales transactions with related parties was small[447][448] - At period-end, accounts receivable from several affiliated non-profit organizations were fully impaired; loans and advances to associate Shanghai Xuhui Onlly Microcredit Co., Ltd. had a book balance of RMB 14 million, with an impairment provision of RMB 10.5 million[456][457] Commitments and Contingencies This chapter discloses the company's significant commitments, primarily a RMB 10 million short-term guaranteed loan, and major contingencies, specifically ongoing appeals in lawsuits with seven non-profit organizations regarding management service agreements, which pose significant uncertainty to future earnings - The company has a RMB 10 million short-term guaranteed loan, secured by its wholly-owned subsidiary Shanghai Nuode Bio-Industry Co., Ltd.[461] - The company has a significant contingency involving ongoing lawsuits with seven non-profit organizations regarding the validity of "Equity Transfer Agreements" and "Management Consulting Service Agreements"; the first instance ruling did not support the company's claims, and the company has appealed, with the second instance still ongoing, which may prevent the company from obtaining related operating income[462][463][464][465][466][467][469]