南华期货(603093) - 2025 Q2 - 季度财报

Important Notice This unaudited semi-annual report confirms no profit distribution or capital reserve to share capital plans for H1 2025, noting significant operational risks linked to macroeconomic and capital market trends - This semi-annual report is unaudited[4] - The company has no profit distribution plan or capital reserve to share capital plan for the first half of 2025[5] - The company's business is highly correlated with domestic and international macroeconomic environment and capital market trends, facing significant operational risks such as market risk, credit risk, operational risk, and information system risk[8] Section I Definitions This section provides key definitions used throughout the report, including the company's full name, reporting period, and controlling entities - Company full name: Nanhua Futures Co., Ltd., abbreviation: Nanhua Futures[13] - Reporting period: January-June 2025; End of reporting period: June 30, 2025[14] - Actual controller: Dongyang Hengdian Group Economic Enterprise Federation; Controlling shareholder: Hengdian Group Holdings Co., Ltd[13] Section II Company Profile and Key Financial Indicators This section provides an overview of the company's basic information, contact details, changes in fundamental situation, information disclosure, stock summary, and key financial data and indicators for the reporting period I. Company Information This section introduces Nanhua Futures' basic information, including legal representative, registered capital, net capital, and various business qualifications of the company and its domestic and overseas subsidiaries, demonstrating the company's extensive layout in futures brokerage, asset management, fund sales, and overseas financial services - Company Legal Representative: Luo Xufeng; Company General Manager: Jia Xiaolong[16] - Key Indicators | Indicator | End of Current Reporting Period | End of Previous Year | | :--- | :--- | :--- | | Registered Capital | 610,065,893 yuan | 610,065,893 yuan | | Net Capital | 1,434,391,919.04 yuan | 1,509,669,605.44 yuan | - The company's business scope includes commodity futures brokerage, financial futures brokerage, futures investment consulting, asset management, and public fund sales[17] - The company and its subsidiaries (e.g., Nanhua Capital, Nanhua Fund, Heng Hua International) hold multiple domestic and overseas business qualifications, covering risk management, public funds, securities trading, and asset management[17][19][22] II. Contact Persons and Information This section provides the names, contact addresses, telephone numbers, fax numbers, and email addresses of the company's Board Secretary and Securities Affairs Representative for investor communication - Board Secretary: Zhong Yiqiang; Securities Affairs Representative: Yu Fengduo[30] - Contact Address: Room 1201, Hengdian Building, Shangcheng District, Hangzhou City, Zhejiang Province; Telephone: 0571-87833551; Email: nanhua-ir@nawaa.com[30] III. Brief Introduction to Changes in Basic Information This section briefly introduces the historical changes in the company's registered address and provides basic information such as the company's office address, website, and email address - The company's registered address was changed in October 2021 from “Floors 2 and 3, No. 193 Xihu Avenue, Hangzhou City” to “Rooms 301, 401, 501, 901, 1001, 1101, 1201, Hengdian Building, Shangcheng District, Hangzhou City”[32] - Company Website: http://www.nanhua.net; Email: nanhua-ir@nawaa.com[32] IV. Brief Introduction to Changes in Information Disclosure and Document Storage Locations This section specifies the newspapers selected by the company for information disclosure, the website address for publishing the semi-annual report, and the location where the company's semi-annual report is stored - Newspapers selected by the company for information disclosure: China Securities Journal, Shanghai Securities News, Securities Times[34] - Website address for publishing the semi-annual report: http://www.sse.com.cn[34](index=34&type=chunk) - Location for storing the company's semi-annual report: Board Secretary's Office, 12th Floor, Hengdian Building, Shangcheng District, Hangzhou City, Zhejiang Province[34] V. Company Stock Summary This section provides basic information about the company's stock, including its type, listing exchange, stock abbreviation, and stock code - Company Stock Type: A-share; Listing Exchange: Shanghai Stock Exchange; Stock Abbreviation: Nanhua Futures; Stock Code: 603093[35] VII. Key Accounting Data and Financial Indicators This section discloses the company's key accounting data and financial indicators for the first half of 2025, showing a significant year-on-year decrease in operating revenue but a slight increase in net profit attributable to the parent company, along with the parent company's net capital and risk control indicators Key Accounting Data (January-June 2025) | Indicator | Amount (RMB) | Prior Year Period (RMB) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,100,653,087.93 | 2,637,505,189.71 | -58.27 | | Total Profit | 257,449,985.42 | 271,204,223.52 | -5.07 | | Net Profit Attributable to Parent Company Shareholders | 231,253,620.05 | 230,183,757.68 | 0.46 | | Net Cash Flow from Operating Activities | -5,108,091,953.72 | 2,553,054,337.19 | -300.08 | | Total Assets (End of Current Reporting Period) | 46,878,160,222.79 | 48,863,396,701.97 | -4.06 | | Equity Attributable to Parent Company Shareholders (End of Current Reporting Period) | 4,282,167,984.75 | 4,115,254,867.13 | 4.06 | Key Financial Indicators (January-June 2025) | Key Financial Indicator | Current Period (Jan-Jun) | Prior Year Period | YoY Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (RMB/share) | 0.38 | 0.38 | - | | Basic Earnings Per Share After Deducting Non-recurring Gains and Losses (RMB/share) | 0.38 | 0.37 | 2.70 | | Weighted Average Return on Net Assets (%) | 5.51 | 6.03 | Decrease of 0.52 percentage points | | Weighted Average Return on Net Assets After Deducting Non-recurring Gains and Losses (%) | 5.52 | 5.99 | Decrease of 0.47 percentage points | Parent Company Net Capital and Risk Control Indicators (June 30, 2025) | Item | End of Current Reporting Period | End of Previous Year | | :--- | :--- | :--- | | Net Capital | 1,434,391,919.04 yuan | 1,509,669,605.44 yuan | | Ratio of Net Capital to Total Risk Capital Reserve (%) | 180 | 166 | | Ratio of Net Capital to Net Assets (%) | 46 | 48 | | Ratio of Current Assets to Current Liabilities (%) | 641 | 525 | | Ratio of Liabilities to Net Assets (%) | 34 | 28 | | Settlement Reserve Amount | 1,072,707,434.00 yuan | 1,160,380,887.58 yuan | IX. Non-recurring Gains and Losses Items and Amounts This section lists the company's non-recurring gains and losses items and their amounts for the first half of 2025, which collectively resulted in a negative value, primarily including gains and losses from disposal of non-current assets, government subsidies, and other non-operating income and expenses Non-recurring Gains and Losses Items and Amounts (January-June 2025) | Non-recurring Gains and Losses Item | Amount (RMB) | | :--- | :--- | | Gains and losses from disposal of non-current assets | 272,377.90 | | Government subsidies included in current profit and loss | 242,948.69 | | Other non-operating income and expenses apart from the above items | -1,224,888.34 | | Less: Income tax impact | -188,358.07 | | Impact on minority interests (after tax) | 9,448.13 | | Total | -530,651.81 | Section III Management Discussion and Analysis This section provides a comprehensive discussion and analysis of the company's industry, principal business operations, financial performance, core competencies, and risk factors during the reporting period I. Description of the Company's Industry and Principal Business Operations During the Reporting Period In the first half of 2025, the global economic environment was complex, while China's futures market maintained stable development with significant year-on-year growth in trading volume and value. The company's principal businesses cover futures brokerage, wealth management, risk management, and overseas financial services, with clear definitions and operating models for each segment (I) Description of the Company's Industry During the Reporting Period The futures market in the first half of 2025 saw significant growth in trading volume and value, with continuous improvement in product variety and optimization of market participant structure, alongside ongoing regulatory enhancements - From January to June 2025, the national futures market's cumulative trading volume reached 4.076 billion lots, a year-on-year increase of 17.82%; cumulative trading value reached 339.73 trillion yuan, a year-on-year increase of 20.68%[43] - The futures market product system continues to improve, and the structure of market participants is continuously optimizing, with institutionalization and industrialization becoming increasingly prominent[43][44] - The China Securities Regulatory Commission (CSRC) continues to advance the construction of the futures industry's legal and regulatory system, issuing the "Measures for the Administration of Programmed Trading in the Futures Market (Trial)" and soliciting public opinions on the "Provisions on the Classification Evaluation of Futures Companies (Draft for Comment)"[43][44] (II) Description of the Company's Principal Business Operations During the Reporting Period The company's principal businesses encompass futures brokerage, wealth management, risk management, and overseas financial services, each with distinct operational models and offerings - The company's principal businesses include futures brokerage, wealth management, risk management, overseas financial services, and futures investment consulting[44] - Wealth management business is primarily divided into three parts: asset management, public fund business, and public fund sales[45] - Risk management business provides over-the-counter (OTC) derivatives, basis trading, market-making, and other services through Nanhua Capital and its subsidiaries[46] - Overseas financial services business is conducted through Heng Hua International and its subsidiaries, covering futures brokerage, asset management, securities brokerage, and other areas[47] II. Discussion and Analysis of Operations In the first half of 2025, the company achieved steady development in a complex market environment, focusing on "institutionalization, industrialization, and internationalization" strategies, enhancing its service to the real economy through multi-business and domestic-overseas synergy, with significant growth in overseas brokerage and asset management businesses (I) Futures Brokerage Business The company strengthened its futures brokerage business by enhancing team building, optimizing service processes, and developing new service brands to cater to institutional and industrial clients - The company focuses on "institutionalization, industrialization, and internationalization" market development trends, strengthening business team building, optimizing service processes, and improving differentiated service levels[47] - Two new service brands, "Nanhua Xingyunhui" and "Nanhua Industrial Research Tour," were launched to intensify efforts in developing listed companies and leading enterprises in industrial chains as clients[48] - As of June 30, 2025, the company's domestic futures brokerage client equity scale was 27.347 billion yuan[48] (II) Risk Management Business The risk management business expanded its product offerings in OTC derivatives, actively participated in rural revitalization through "insurance + futures" projects, and achieved significant trading volumes in basis trading and market-making - OTC derivatives business added new products such as index enhancement, binary snowball, and European snowball, with a new notional principal of 31.856 billion yuan[49] - In the field of rural revitalization, 45 "insurance + futures" projects were carried out, providing 746 million yuan in risk protection for agricultural entities[50] - Basis trading business accumulated new trade volume of 1.406 billion yuan, actively promoting the launch of new varieties such as caustic soda, scrap steel, and alumina[50] - Market-making business covered 36 varieties (14 options, 22 futures), achieving a trading volume of 200.573 billion yuan[50] (III) Wealth Management Business The wealth management business saw substantial growth in public fund and asset management scales, supported by enhanced investment research capabilities and strategic initiatives - Nanhua Fund's outstanding public fund scale reached 21.527 billion yuan, an increase of 45.40% from the end of last year[51] - The company's asset management business scale was 255 million yuan, an increase of 96 million yuan from the end of last year, a growth of 60.38%[52] - Established a "Fixed Income + Strategy Group" and an "Index Enhancement Pilot Group" to deepen investment research capabilities and refine the "macro-industry-individual stock" three-tier analysis framework[51] (IV) Overseas Financial Services Business Overseas financial services business achieved significant growth in client equity and asset management scale, expanding its global presence and obtaining key clearing memberships and LME warehouse receipt holding qualifications - As of the end of June 2025, overseas brokerage client equity totaled 17.768 billion Hong Kong dollars, a year-on-year increase of 32.25%[53] - Overseas asset management business totaled 3.376 billion Hong Kong dollars, a year-on-year increase of 30.10%[53] - Overseas subsidiary Nanhua USA was approved as a clearing member of Cboe Clear U.S., LLC[53] - Heng Hua International became one of the first LME warehouse receipt holding institutions in Hong Kong, bringing new opportunities for deep cultivation in the Asian metal market[53] III. Analysis of Core Competencies During the Reporting Period The company's core competitiveness lies in its comprehensive derivatives business license layout, covering futures brokerage, risk management, wealth management, and overseas financial services, achieving multi-business synergy. Concurrently, the company has established a robust risk control and compliance management system, possesses an excellent management team, and continuously invests in financial technology to enhance digitalized operations and compliance management capabilities (I) The Company's Derivatives Business License Layout is Relatively Comprehensive The company has established a comprehensive financial service platform with a complete derivatives business license layout, enabling synergistic development across various business segments, including spot and futures, on-exchange and OTC, public and private funds, domestic and international, and online and offline operations - The company has formed a comprehensive financial service platform covering diverse businesses, achieving synergistic development of spot and futures, on-exchange and OTC, public and private funds, domestic and international, and online and offline businesses[54] - Futures brokerage business is a member of SHFE, DCE, ZCE, CFFEX, GFEX, and INE, and a trading participant of SSE and SZSE[54] - Risk management business focuses on basis trading, OTC derivatives, and market-making, serving agriculture through "insurance + futures"[55] - Overseas financial services business, through Heng Hua International and its subsidiaries, is strategically located in major global financial centers and holds licenses for futures, securities, and asset management[56] (II) Comprehensive Risk Control and Compliance Management System The company has established a four-tier risk management organizational structure, continuously improved internal management systems, and enhanced compliance and risk control through digital platforms for dynamic monitoring and stress testing - Established a four-tier risk management organizational structure: Board of Directors, Board Special Committees, Chief Risk Officer, Operating Management, and Business Operating Departments[56] - Continuously improved internal management systems, strengthened compliance and risk control systems, and refined internal control measures such as white-list management for underlying assets and negative trader management[56] - Achieved dynamic monitoring and stress testing of market risk, credit risk, and liquidity risk through the construction of a digital risk management platform[56] (III) Excellent Management Capabilities and a Dynamic Management Team The company boasts an experienced, capable, and youthful senior management team, with Chairman Luo Xufeng having over 30 years of futures industry experience, consistently recognized for outstanding management - The company's senior management team is experienced, highly capable, and youthful, with Chairman Luo Xufeng possessing over 30 years of experience in the futures industry[56] - The management team has been consecutively awarded "China Futures Company Gold Medal Management Team" for many years, and Chairman Luo Xufeng has been consecutively awarded "Best Helmsman of China Futures Company"[56] (IV) Increasingly Enhanced FinTech Capabilities The company has received multiple FinTech awards, developed intelligent research and risk management systems, and is actively embracing large language models to build autonomous AI capabilities and explore innovative applications - The company has won multiple FinTech development awards, including the futures spot trading risk management system, Shenghua derivatives system, and integrated investment research and service platform project[57] - The futures intelligent research report writing system based on large language models was shortlisted for the Shanghai FinTech Industry Alliance's 2024 Artificial Intelligence Large Model Financial Sector Demonstration Scenarios and Innovation Cases[57] - Built a new generation of intelligent data infrastructure and independently developed Nanhua Investment Research Platform, Data Interconnection Platform, Nanhua Tong APP, Ruihua Risk Management System, and more[57] - Actively embracing large models, building autonomous AI core capabilities, exploring multi-scenario innovative applications, and upgrading new business models[58][59] IV. Key Operating Performance During the Reporting Period This section provides a detailed analysis of the changes and reasons for key financial statement items during the reporting period, analyzes asset and liability conditions, including the scale of overseas assets and restricted major assets, and discloses the operating performance of major controlled and investee companies and the company's controlled structured entities (I) Analysis of Principal Business This section analyzes the significant changes in key financial statement items, such as investment income, fair value changes, and cash flows, primarily driven by risk management business performance and changes in funds held at exchanges Financial Statement Related Item Variation Analysis (January-June 2025) | Item | Current Period Amount (Yuan) | Prior Year Period Amount (Yuan) | Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Investment Income | 129,887,242.08 | -73,560,760.14 | 276.57 | Primarily due to increased futures closing gains/losses from the company's risk management business | | Net Exposure Hedge Income | -6,156,986.20 | 8,968,282.76 | -168.65 | Primarily due to decreased holding gains/losses from hedged items in risk management business | | Fair Value Change Income | -45,715,569.43 | 86,110,190.11 | -153.09 | Primarily due to decreased futures holding gains/losses from the company's risk management business | | Exchange Gains | 9,161,337.94 | -3,835,591.12 | 338.85 | Primarily due to exchange rate changes of non-functional currency in overseas subsidiaries | | Other Operating Income | 524,577,749.24 | 1,995,750,713.28 | -73.72 | Certain trading businesses recognized revenue using the net method | | Research and Development Expenses | 9,233,522.01 | 18,064,023.61 | -48.88 | Primarily due to reduced R&D projects in the current period | | Net Cash Flow from Operating Activities | -5,108,091,953.72 | 2,553,054,337.19 | -300.08 | Primarily due to increased funds deposited in exchanges in the current period | | Net Cash Flow from Investing Activities | 703,187,899.09 | -637,934,613.41 | 210.23 | Primarily due to increased redemption amount of maturing bank time deposits compared to the previous period | | Net Cash Flow from Financing Activities | 110,070,886.55 | -167,847,955.34 | 165.58 | Primarily due to new issuance of subordinated bonds this year | (III) Analysis of Assets and Liabilities This section analyzes the company's asset and liability structure, highlighting the significant portion of overseas assets and detailing the types and reasons for restricted major assets - Overseas assets amounted to 16,239,855,748.44 yuan, accounting for 34.64% of total assets[63] Major Asset Restrictions as of the End of the Reporting Period | Item | Book Value at Period End (Yuan) | Restriction Type | Reason for Restriction | | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 28,003,026.53 | Frozen | Business frozen funds, lease contract deposits, risk reserves | | Financial Assets Held for Trading | 1,415,161,204.19 | Pledged, Frozen | Government bond funds and money market funds pledged at exchanges as margin; Securities investment funds | | Inventories | 166,375,901.91 | Pledged | Warehouse receipts pledged as margin at Shanghai Futures Exchange, Dalian Commodity Exchange | | Total | 1,609,540,132.63 | | | (IV) Analysis of Investment Status This section provides an overview of the operating model and financial performance of the company's overseas assets, specifically focusing on Heng Hua International Overseas Asset Operating Model and Financial Data | Overseas Asset Name | Operating Model | Current Period Operating Revenue (10,000 Yuan) | Current Period Net Profit (10,000 Yuan) | | :--- | :--- | :--- | :--- | | Heng Hua International | Provides overseas financial services, including futures brokerage, asset management, securities brokerage, etc. | 32,689.26 | 22,105.42 | (VI) Analysis of Major Controlled and Investee Companies This section provides a financial overview of the company's major subsidiaries, including their principal businesses, registered capital, and net profit, and notes the deregistration of a non-operational subsidiary Financial Situation of Major Subsidiaries (January-June 2025) | Company Name | Principal Business | Registered Capital (10,000 Yuan) | Net Profit (10,000 Yuan) | | :--- | :--- | :--- | :--- | | Heng Hua International Financial Co., Ltd. | Brokerage, clearing, asset management, and other overseas financial services | 70,531.89 | 22,105.42 | | Zhejiang Nanhua Capital Management Co., Ltd. | OTC derivatives, basis trading, market-making, and other risk management services | 70,000.00 | 803.03 | | Nanhua Fund Management Co., Ltd. | Public fund raising, sales, asset management, specific client asset management | 25,000.00 | -617.92 | - During the reporting period, HENGHUA Capital Limited was deregistered; this company was not operational and had no impact on overall production, operations, or performance[69] (VII) Information on Structured Entities Controlled by the Company This section states that as of June 30, 2025, six asset management plans managed and invested in by the company and its subsidiaries were included in the consolidated financial statements due to the company possessing substantive rights and an expectation of variable returns with a comprehensive yield greater than 30% - As of June 30, 2025, 6 asset management plans managed and invested in by the company and its subsidiaries were included in the consolidated financial statements because the company possessed substantive rights and an expectation of variable returns with a comprehensive yield greater than 30%[69] V. Other Disclosures This section details the various risks the company may face and its prevention strategies, along with the progress of the company's "Quality Improvement, Efficiency Enhancement, and Return Focus" action plan, including preparations for listing in Hong Kong, completion of share repurchases, and continuous strengthening of investor relations management (I) Potential Risks The company faces various operational risks, including market, credit, operational, regulatory, and information system risks, for which it has implemented specific control and prevention measures across its business segments - The company's operations face market risk, credit risk, operational risk, regulatory risk, and information system risk[71] - For futures brokerage business, market risk is controlled through measures such as adjusting margin levels and risk simulations[76] - For risk management business, market risk is controlled by calculating hedging thresholds, setting stop-loss points, and real-time monitoring of asset price fluctuations[77] - Credit risk is mitigated by establishing a client evaluation system and requiring performance bonds[78] - Operational risk is prevented by establishing daily operational systems, strict business processes and authority segregation, and dual-person review[78] - Regulatory risk is addressed by improving the company's overall internal control system and using modern management systems for full-process compliance risk monitoring[79][81] - Information system risk is managed by building IT systems referencing industry standards, establishing multi-center data rooms, using a main trading system and multiple vendor trading systems, and setting up disaster recovery[81] (II) Other Disclosure Items The company is actively preparing for a Hong Kong listing, has completed a share repurchase, implemented its 2024 profit distribution plan, and continues to prioritize investor relations management - The company is actively preparing for a Hong Kong listing to broaden financing channels, attract high-end overseas talent, and accelerate overseas business expansion[84] - The company has completed its share repurchase, cumulatively repurchasing 5,681,234 shares for a total payment of 50,088,766.66 yuan, accounting for 0.93% of the total share capital[85] - The 2024 profit distribution plan has been implemented, distributing a cash dividend of 0.76 yuan (tax inclusive) per 10 shares to all shareholders, totaling 45,933,234.08 yuan[85] - The company highly values investor relations management, improving institutional frameworks, building diversified communication channels, and achieving a 100% response rate to inquiries[85][86] Section IV Corporate Governance, Environment, and Society This section covers changes in the company's directors and senior management, profit distribution plans, and specific initiatives related to consolidating poverty alleviation achievements and rural revitalization, demonstrating the company's commitment to governance and social responsibility I. Changes in Company Directors and Senior Management This section discloses changes in the company's directors and senior management, including the appointment of new vice general managers, the election of the fifth board of directors, and the departure of some supervisors, noting that the company no longer has a supervisory board - The company appointed Mr. Wang Zhenghao and Mr. Zhong Yiqiang as Vice General Managers[88] - The company elected Mr. Lü Yuelong and 4 others as non-independent directors for the fifth Board of Directors, and Mr. Liu Yulong, Ms. Li Jing, and 1 other as independent directors[89] - The company no longer has a Supervisory Board; Mr. Li Guoping, Mr. Jin Longhua, and Mr. Xia Haibo no longer serve as company supervisors[89] II. Profit Distribution or Capital Reserve to Share Capital Plan This section explicitly states that the company has no profit distribution plan or capital reserve to share capital plan for the first half of 2025 - The company has no profit distribution plan or capital reserve to share capital plan for the first half of 2025[90] V. Specific Progress in Consolidating and Expanding Poverty Alleviation Achievements, Rural Revitalization, and Other Work This section details the company's efforts in rural revitalization, including industrial assistance, educational support, consumption assistance, and future work plans, reflecting the company's active fulfillment of social responsibilities - The company established a Rural Revitalization Working Group, designating rural revitalization as a significant political task and social responsibility[92] - In the first half of 2025, the company completed 45 "insurance + futures" projects, underwriting 746 million yuan in goods value, supporting agricultural industry development[94] - Initiated the "Nanhua Futures-Ganlin Class" public welfare project in two high schools in Xinjiang through the Hangzhou Ganlin Student Aid Foundation, donating 110,000 yuan[94][95] - In the first half of 2025, the company's total consumption assistance investment was 480,400 yuan, actively promoting "purchase instead of donation, buy instead of help"[95] - The company donated 100,000 yuan through the "Shanben Trust · Zhejiang Gold-Nanhua Charity Trust" to support the reconstruction of the earthquake-stricken area in Shigatse, Tibet[95] - In the second half of 2025, the company will continue to deepen the application of the "insurance + futures" model, provide educational funds, carry out consumption assistance, and offer futures and derivatives knowledge training[96] Section V Significant Matters This section details the fulfillment of commitments, the integrity status of the company and its controlling entities, major related-party transactions, and the performance of significant contracts, particularly regarding guarantees I. Fulfillment of Commitments This section discloses the fulfillment of commitments by the company's actual controller, controlling shareholder, directors, and senior management during or continuing into the reporting period, primarily concerning the resolution of horizontal competition and share transfer restrictions, with all commitments being timely and strictly fulfilled - Controlling shareholder Hengdian Group Holdings Co., Ltd. committed not to engage in businesses identical, similar, or substantially competitive with Nanhua Futures, and has timely and strictly fulfilled this commitment[98] - Actual controller Dongyang Hengdian Group Economic Enterprise Federation committed not to engage in businesses identical, similar, or substantially competitive with Nanhua Futures, and has timely and strictly fulfilled this commitment[98][99] - Directors, supervisors, and senior management committed not to transfer more than 25% of their total company shares annually during their tenure, and not to transfer shares within 6 months after leaving office, which has been effectively fulfilled long-term[99] IX. Explanation of the Integrity Status of the Company, its Controlling Shareholder, and Actual Controller During the Reporting Period This section states that during the reporting period, the company, its controlling shareholder, and actual controller maintained good integrity, with no unfulfilled court judgments or overdue significant debts - During the reporting period, the company, its controlling shareholder, and actual controller maintained good integrity, with no unfulfilled court judgments or overdue significant debts[100] X. Significant Related-Party Transactions This section states that the company conducts related-party transactions strictly in accordance with relevant requirements, adhering to principles of fairness, openness, and impartiality, with daily related-party transactions executed as per the resolution approved by the annual general meeting - The company strictly conducts related-party transactions in accordance with relevant requirements, adhering to principles of fairness, openness, and impartiality[102] - During the reporting period, the company's daily related-party transactions were executed in accordance with the "Proposal on Estimating the Company's Daily Related-Party Transactions for 2025" approved by the company's 2024 Annual General Meeting[102] XI. Significant Contracts and Their Performance This section discloses the company's significant guarantees performed and outstanding during the reporting period, primarily involving bank credit guarantees for subsidiaries Company Guarantee Total (June 30, 2025) | Item | Amount (RMB) | | :--- | :--- | | Total guarantee amount for subsidiaries incurred during the reporting period | 285,941,298.73 | | Total outstanding guarantee amount for subsidiaries at the end of the reporting period (B) | 285,941,298.73 | | Total Guarantee Amount (A+B) | 285,941,298.73 | | Ratio of Total Guarantee Amount to Company Net Assets (%) | 6.66 | | Of which: Debt guarantees provided directly or indirectly to guaranteed entities with asset-liability ratio exceeding 70% (D) | 267,702,299.00 | | Total of the above three guarantee amounts (C+D+E) | 267,702,299.00 | - Guarantee situations primarily involve bank credit guarantees provided by overseas subsidiaries to their subsidiaries[105] Section VI Share Changes and Shareholder Information This section details the company's share capital changes and shareholder structure, including the total number of ordinary shareholders, the top ten shareholders, and the status of repurchased shares I. Changes in Share Capital This section states that there were no changes in the company's total share capital or share structure during the reporting period - During the reporting period, there were no changes in the company's total share capital or share structure[108] II. Shareholder Information This section discloses the total number of ordinary shareholders, the top ten shareholders, and the top ten unrestricted tradable share shareholders as of the end of the reporting period, along with information on the company's special repurchase securities account - Total number of ordinary shareholders at the end of the reporting period: 43,170[109] Top Ten Shareholders' Shareholding (June 30, 2025) | Shareholder Name | Shares Held at Period End (Shares) | Percentage (%) | Shareholder Nature | | :--- | :--- | :--- | :--- | | Hengdian Group Holdings Co., Ltd. | 425,120,900 | 69.68 | Domestic Non-State-Owned Legal Person | | Dongyang Heng Hua Investment Partnership (Limited Partnership) | 24,480,000 | 4.01 | Domestic Non-State-Owned Legal Person | | Zhejiang Hengdian Import and Export Co., Ltd. | 10,000,000 | 1.64 | Domestic Non-State-Owned Legal Person | | Hengdian Group DMEGC Co., Ltd. | 10,000,000 | 1.64 | Domestic Non-State-Owned Legal Person | | Nanhua Futures Co., Ltd. Repurchase Special Securities Account | 5,681,234 | 0.93 | Domestic Non-State-Owned Legal Person | | Yang Rielie | 5,476,600 | 0.90 | Domestic Natural Person | | Hong Kong Securities Clearing Company Limited | 5,472,388 | 0.90 | Other | | National Social Security Fund 413 Portfolio | 4,050,000 | 0.66 | Unknown | | Sun Guodong | 2,086,000 | 0.34 | Domestic Natural Person | | China Merchants Bank Co., Ltd. - Southern CSI 1000 Exchange Traded Fund | 1,683,900 | 0.28 | Unknown | - The company's repurchase special account holds 5,681,234 shares, accounting for 0.93% of the company's total share capital; these shares do not carry voting rights, profit distribution rights, or pledge rights at general meetings[112] Section VII Bond-Related Information This section provides detailed information on the company's bonds, including issuance, redemption options, use of proceeds, and an analysis of interest-bearing debt structure and changes, along with key bond-related financial indicators I. Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments This section details the company's bond situation, including the issuance information and redemption options for the "25 Nanhua C1" subordinated bond, and the use of its proceeds. It also analyzes the structure and changes in the company's interest-bearing debt (non-consolidated and consolidated) 1. Basic Information on Corporate Bonds This section provides basic information on the company's corporate bonds, specifically the "25 Nanhua C1" subordinated bond, including its issuance details, maturity, and redemption options Basic Information on Corporate Bonds | Bond Name | Abbreviation | Code | Issue Date | Interest Commencement Date | Maturity Date | Bond Balance (100 Million Yuan) | Interest Rate (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Nanhua Futures Co., Ltd. 2025 Non-Public Issuance of Subordinated Bonds to Professional Investors | 25 Nanhua C1 | 258904.SH | June 11, 2025 - June 13, 2025 | June 13, 2025 | June 13, 2032 (with redemption option) | 5 | 3.28 | - The "25 Nanhua C1" bond includes a redemption option, allowing the company to publish an announcement 30 trading days before the interest payment dates of the 2nd, 4th, and 5th interest-bearing years[118] (II) Use of Proceeds from Corporate Bonds This section details the use of proceeds from the company's corporate bonds, confirming that the "25 Nanhua C1" bond proceeds were fully utilized for working capital, consistent with the prospectus Use of Proceeds | Bond Code | Bond Abbreviation | Total Proceeds (100 Million Yuan) | Actual Amount Used in Reporting Period (100 Million Yuan) | Amount for Replenishing Working Capital (100 Million Yuan) | | :--- | :--- | :--- | :--- | :--- | | 258904.SH | 25 Nanhua C1 | 5.00 | 5.00 | 5.00 | - The proceeds from "25 Nanhua C1" have been fully used to supplement working capital, in line with the prospectus agreement[125][126][127] (IV) Significant Matters Related to Corporate Bonds During the Reporting Period This section reports that there were no non-operating related party receivables or borrowings at the beginning or end of the reporting period, and details the year-on-year changes in the company's interest-bearing debt balances on both a non-consolidated and consolidated basis - At the beginning of the reporting period, the company's consolidated non-operating related party receivables and borrowings balance was 0 billion yuan, and the total unrecovered non-operating related party receivables and borrowings at the end of the reporting period was 0 billion yuan[127] - The company's (non-consolidated scope) interest-bearing debt balance increased from 512 million yuan at the beginning of the reporting period to 709 million yuan at the end of the reporting period, a year-on-year change of 38.48%[128] - The company's consolidated interest-bearing debt balance increased from 828 million yuan at the beginning of the reporting period to 1.077 billion yuan at the end of the reporting period, a year-on-year change of 30.07%[131] (VII) Key Accounting Data and Financial Indicators This section presents key bond-related accounting data and financial indicators, such as current ratio, asset-liability ratio, and interest coverage ratio, explaining the reasons for changes in the cash interest coverage ratio Key Accounting Data and Financial Indicators (Bond Related) | Key Indicator | End of Current Reporting Period | End of Previous Year | YoY Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Current Ratio | 3.88 | 3.59 | 8.08 | | | Asset-Liability Ratio (%) | 35.00 | 34.18 | 0.82 | | | Net Profit After Deducting Non-recurring Gains and Losses | 231,784,271.86 yuan | 228,593,446.59 yuan | 1.40 | | | EBITDA to Total Debt Ratio | 0.28 | 0.32 | -12.50 | | | Interest Coverage Ratio | 14.04 | 13.05 | 7.59 | Primarily due to increased funds deposited in exchanges in the current period, leading to decreased net cash flow from operating activities | | Cash Interest Coverage Ratio | -257.43 | 114.59 | -324.65 | Primarily due to increased funds deposited in exchanges in the current period, leading to decreased net cash flow from operating activities | Section VIII Financial Report This section comprises the unaudited financial statements, company fundamentals, key accounting policies, tax information, detailed notes to financial items, and disclosures on risks, fair value, related parties, and other significant financial matters I. Audit Report This section states that this semi-annual report is unaudited - This semi-annual report is unaudited[4] II. Financial Statements This section provides the company's consolidated and parent company balance sheets as of June 30, 2025, consolidated and parent company income statements for January-June 2025, consolidated and parent company cash flow statements, and consolidated and parent company statements of changes in owners' equity Key Consolidated Balance Sheet Data (June 30, 2025) | Item | Amount (Yuan) | | :--- | :--- | | Cash and Bank Balances | 28,885,111,889.92 | | Receivable Margin Deposits | 14,003,244,717.11 | | Total Assets | 46,878,160,222.79 | | Payable Margin Deposits | 39,598,580,674.61 | | Total Liabilities | 42,586,301,829.82 | | Total Equity Attributable to Parent Company Owners | 4,282,167,984.75 | Key Consolidated Income Statement Data (January-June 2025) | Item | Amount (Yuan) | | :--- | :--- | | Total Operating Revenue | 1,100,653,087.93 | | Total Profit | 257,449,985.42 | | Net Profit Attributable to Parent Company Shareholders | 231,253,620.05 | Key Consolidated Cash Flow Statement Data (January-June 2025) | Item | Amount (Yuan) | | :--- | :--- | | Net Cash Flow from Operating Activities | -5,108,091,953.72 | | Net Cash Flow from Investing Activities | 703,187,899.09 | | Net Cash Flow from Financing Activities | 110,070,886.55 | III. Company Basic Information This section introduces Nanhua Futures Co., Ltd.'s establishment background, registration information, stock listing status, industry, and principal businesses, and lists the subsidiaries and structured entities included in the consolidated financial statements - Nanhua Futures Co., Ltd. was registered with the Zhejiang Administration for Industry and Commerce on October 18, 2012, and its shares were listed on the Shanghai Stock Exchange on August 30, 2019[164] - The company's principal businesses include commodity futures brokerage, financial futures brokerage, futures investment consulting, asset management, and public fund sales[164] - The company included 23 subsidiaries and 6 structured entities in the scope of consolidated financial statements for the reporting period[165] IV. Basis of Financial Statement Preparation This section states that the company's financial statements are prepared on a going concern basis, and there are no matters or circumstances that would cause significant doubt about its ability to continue as a going concern for the 12 months from the end of the reporting period - The company's financial statements are prepared on a going concern basis[166] - There are no matters or circumstances that would cause significant doubt about the company's ability to continue as a going concern for the 12 months from the end of the reporting period[167] V. Significant Accounting Policies and Estimates This section details the company's statement of compliance with enterprise accounting standards, accounting period, functional currency, materiality criteria, and specific accounting policies and estimates for business combinations, consolidated financial statements, cash and cash equivalents, foreign currency transactions, financial instruments, inventories, receivables, long-term equity investments, investment properties, fixed assets, construction in progress, intangible assets, long-term deferred expenses, futures risk reserves, contract liabilities, employee compensation, provisions, share-based payments, repurchase of own shares, revenue, contract costs, government grants, deferred tax assets/liabilities, leases, general risk reserves, segment reporting, margin financing and securities lending business, asset securitization business, and other significant accounting policies and estimates - The financial statements prepared by the company comply with enterprise accounting standards, accurately and completely reflecting financial position, operating results, and other information[169] - The company has formulated specific accounting policies and estimates based on its actual production and operation characteristics for financial instrument impairment, fixed asset depreciation, construction in progress, intangible asset amortization, revenue recognition, and other areas[168] - Financial assets are classified at initial recognition into three categories: measured at amortized cost, measured at fair value through other comprehensive income, and measured at fair value through profit or loss[179] - The company performs impairment testing and recognizes loss provisions for financial assets measured at amortized cost based on expected credit losses[186] - Futures brokerage commission income is recognized when economic benefits related to the transaction can flow into the company, the related income can be reliably measured, and settlement of buy/sell futures contracts with clients or settlement of funds with exchanges is completed[233] VI. Taxation This section discloses the company's main tax categories and rates, including VAT, property tax, urban maintenance and construction tax, education surcharge, local education surcharge, and corporate income tax, explaining the differences in income tax rates for various taxable entities and tax preferential policies Main Tax Categories and Rates | Tax Category | Tax Rate | | :--- | :--- | | Value-Added Tax (VAT) | 6%, 9%, 13% | | Property Tax | 1.2%, 12% | | Urban Maintenance and Construction Tax | 7%, 5% | | Education Surcharge | 3% | | Local Education Surcharge | 2% | | Corporate Income Tax | 25%, 8.25%, 13.5%, 16.5%, 20%, 30.5%, 17%, 0% | - Corporate income tax for Hong Kong-registered subsidiaries applies a progressive tax rate: 8.25% for taxable income not exceeding 2 million Hong Kong dollars, and 16.5% for the excess portion[260] - Heilongjiang Heng Hua Agricultural Industry Service Co., Ltd. is a small-profit enterprise, enjoying preferential income tax policies where the portion of annual taxable income not exceeding 3 million yuan is subject to a 25% reduction in taxable income and a 20% corporate income tax rate[261] VII. Notes to Consolidated Financial Statement Items This section provides detailed notes to various asset, liability, owner's equity, and income statement items in the consolidated financial statements, including cash and bank balances, settlement reserves, receivable margin deposits, financial assets held for trading, and significant changes in net fee and commission income and investment income - Cash and bank balances at period-end include 4,000 yuan in frozen business funds, 0.22 yuan in dormant securities account funds, 214,757.99 yuan in lease contract deposits, and 27,784,268.32 yuan in risk reserves, all of which are restricted in use[266] - Receivable margin deposits had a book balance of 14,046,288,825.39 yuan at period-end, with a bad debt provision of 43,044,108.28 yuan[273] - Payable margin deposits had a book balance of 39,598,580,674.61 yuan at period-end, including 8,982,841,307.20 yuan for natural persons and 29,670,213,553.97 yuan for legal persons[359] - Financial assets held for trading had a period-end balance of 2,273,686,315.44 yuan, primarily comprising debt instrument investments, equity instrument investments, derivative financial assets, and bank wealth management products[318] - In the first half of 2025, net fee and commission income was 234,539,322.17 yuan, a year-on-year decrease of 13.88%[408] - In the first half of 2025, investment income was 129,887,242.08 yuan, a significant year-on-year increase of 276.57%, primarily due to increased futures closing gains/losses from risk management business[411] VIII. Research and Development Expenses This section lists the company's R&D expenses for the first half of 2025, primarily consisting of personnel costs and depreciation, totaling 9,233,522.01 yuan, a year-on-year decrease of 48.88% Research and Development Expenses (January-June 2025) | Item | Current Period Amount (Yuan) | Prior Period Amount (Yuan) | | :--- | :--- | :--- | | Personnel Costs | 8,898,358.41 | 10,669,420.91 | | Depreciation Expenses | 335,163.60 | 770,973.69 | | Information Fees and Other Related Expenses | | 6,623,629.01 | | Total | 9,233,522.01 | 18,064,023.61 | | Of which: Expensed R&D Expenditure | 9,233,522.01 | 18,064,023.61 | X. Changes in Consolidation Scope This section describes the changes in the company's consolidation scope during the reporting period, including newly added structured entities and terminated asset management plans and deregistered subsidiaries - Consolidation scope increased: Nanhua Heju Youxuan No. 1 FOF Collective Asset Management Plan, acquired through investment establishment, with a capital contribution of 4,000,011.11 yuan and an equity ratio of 40.00%[457] - Consolidation scope decreased: Nanhua Commodity No. 1 Collective Asset Management Plan (terminated liquidation) and HENGHUA Capital Limited (deregistered)[458] XI. Equity in Other Entities This section details the company's equity interests in subsidiaries, joint ventures, and associates, including the composition of the enterprise group, basic information on subsidiaries, summarized financial information for immaterial joint ventures and associates, and equity in structured entities not included in the consolidated financial statements - The company included 23 subsidiaries such as Heng Hua International Financial Co., Ltd. and Zhejiang Nanhua Capital Management Co., Ltd., and 6 structured entities in the scope of consolidated financial statements[460] - As of June 30, 2025, the book value of the company's equity in structured entities initiated by third-party institutions through direct investment totaled 164,008,279.61 yuan[465] Summarized Financial Information of Immaterial Joint Ventures and Associates (January-June 2025) | Item | Period-End Balance / Current Period Amount (Yuan) | | :--- | :--- | | Total Book Value of Joint Venture Investments | 626,179.76 | | Net Profit of Joint Ventures | -33,074.33 | | Total Book Value of Associate Investments | 1,325,585.75 | | Net Profit of Associates | 208,191.16 | XII. Government Grants This section discloses the total amount of government grants recognized in current profit or loss for the first half of 2025, totaling 242,948.69 yuan Government Grants Recognized in Current Profit or Loss (January-June 2025) | Type | Current Period Amount (Yuan) | Prior Period Amount (Yuan) | | :--- | :--- | :--- | | Government grants recognized in other income | 242,948.69 | 318,664.17 | | Total | 242,948.69 | 318,664.17 | XIII. Risks Related to Financial Instruments This section elaborates on the credit, liquidity, and market risks associated with the company's financial instruments, outlining the policies and organizational structure implemented to manage these risks, and detailing the hedging strategies and hedge accounting applications for its bulk commodity trading business - The company has established a tiered risk governance structure, scientific supervision processes, and review mechanisms, covering all business segments and processes[468] - The company's credit risk is categorized into futures brokerage business credit risk and other credit risks, primarily arising from bank deposits, proprietary investments, and receivables[471] - The company has established a net capital-centric liquidity risk control indicator early warning mechanism and conducts stress tests to assess liquidity risk status[475] - The company engages in bulk commodity trading business, managing hedges by selling or buying relevant futures contracts, and applies fair value hedging[481] - Hedge ineffectiveness primarily arises from basis risk, supply and demand changes in spot or futures markets, and uncertainties in futures or spot markets[481][484] XIV. Disclosure of Fair Value This section discloses the fair value of the company's assets and liabilities measured at fair value at the end of the period, and explains the basis for determining market prices and valuation techniques for continuous and non-continuous Level 1 and Level 3 fair value measurement items Fair Value of Assets and Liabilities Measured at Fair Value at Period End (June 30, 2025) | Item | Level 1 Fair Value Measurement (Yuan) | Level 3 Fair Value Measurement (Yuan) | Total (Yuan) | | :--- | :--- | :--- | :--- | | (I) Financial Assets Held for Trading | 2,027,644,910.19 | 246,041,405.25 | 2,273,686,315.44 | | (II) Inventories - Hedged Items | | 208,473,528.22 | 208,473,528.22 | | (III) Other Equity Instrument Investments | 20,764,668.46 | 33,381,697.10 | 54,146,365.56 | | (IV) Other Assets - Hedged Items - Executory Contracts | | 6,342,870.77 | 6,342,870.77 | | Total Assets Continuously Measured at Fair Value | 2,048,409,578.65 | 494,239,501.34 | 2,542,649,079.99 | | (V) Financial Liabilities Held for Trading | | 76,542,100.65 | 76,542,100.65 | | (VI) Other Current Liabilities - Hedged Items - Executory Contracts | | 4,165,261.85 | 4,165,261.85 | | Total Liabilities Continuously Measured at Fair Value | | 80,707,362.50 | 80,707,362.50 | - Market prices for Level 1 fair value measurement items are confirmed based on publicly quoted prices in the secondary market[488] - For Level 3 fair value measurement items, fair value for wealth management products and funds is calculated based on valuations provided by managers; for financial liabilities held for trading, fair value is calculated using the market price portfolio method based on the market price of the underlying investment[489] XV. Related Parties and Related-Party Transactions This section discloses the company's parent company, ultimate controlling party, subsidiaries, joint ventures, associates, and other related parties. It details related-party transactions such as purchases and sales of goods, provision and acceptance of services, and related-party fund borrowings, and specifies key management personnel compensation - The ultimate controlling party of the enterprise is Dongyang Hengdian Group Economic Enterprise Federation, and the parent company is Hengdian Group Holdings Co., Ltd., with a shareholding ratio of 69.68%[491][492] - Some related parties opened futures accounts with the company for futures trading, with total equity of 257,500,883.08 yuan at period-end and commission income of 2,049,350.04 yuan for the current year[494] - Some related parties subscribed to fund and asset management product units with the company, with total subscription net value of 1,591,774,950.92 yuan at period-end[494][495] - The company's deposit balance at Zheshang Bank Co., Ltd. was 3,049,480,188.58 yuan, with interest income of 126,447,037.68 yuan for the current year[496] - Key management personnel compensation for the current period was 4.3401 million yuan, compared to 4.0341 million yuan in the prior period[505] XVIII. Events After the Balance Sheet Date This section discloses significant non-adjusting events occurring after the balance sheet date, including the company's plans to issue H-shares and convertible corporate bonds - The company plans to issue H-shares, with the number not exceeding 15% of the company's total share capital after this issuance (before the exercise of the over-allotment option);