中粮资本(002423) - 2025 Q2 - 季度财报

Section I Important Notice, Table of Contents, and Definitions Important Notice The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the report's content, assuming legal responsibility. - The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, with no false statements, misleading representations, or major omissions, and assume individual and joint legal liabilities[4] - Company's responsible person Sun Yanmin, chief accountant Li Degang, and head of accounting department Dong Shanshan declare the financial report in this semi-annual report is true, accurate, and complete[4] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[4] Table of Contents This section lists the nine main chapters of the report and their corresponding page numbers, providing navigation for investors. - The report comprises nine main chapters, covering important notices, company profile, management discussion and analysis, corporate governance, significant matters, share changes, bond information, financial report, and other submitted data[6] Reference Documents This section discloses the specific contents of the company's reference documents during the reporting period, including signed and sealed financial statements and original copies of publicly disclosed documents, all available at the company's securities affairs department. - Reference documents include financial statements signed and sealed by the company's responsible person, chief accountant, and head of accounting department[8] - Reference documents include original copies of all documents publicly disclosed on the website designated by the China Securities Regulatory Commission during the reporting period[8] - All aforementioned reference documents are fully available at the company's securities affairs department[9] Definitions This section provides definitions for common terms used in the report, including company names, group entities, subsidiary names, relevant laws, regulations, and currency units, ensuring accurate interpretation. - Defines "Company," "the Company," "Listed Company," and "COFCO Capital" as COFCO Capital Holdings Co, Ltd[10] - Lists the full and abbreviated names of major subsidiaries such as Aviva-COFCO Life Insurance, COFCO Futures, and COFCO Trust[10] - Clarifies the reporting period as January 1, 2025, to June 30, 2025[10] Section II Company Profile and Key Financial Indicators 1. Company Profile This section introduces the company's basic information, including stock abbreviation, code, listing exchange, Chinese and English names, and legal representative. - Company stock abbreviation: COFCO Capital, stock code: 002423, listed on the Shenzhen Stock Exchange[13] - The company's Chinese name is COFCO Capital Holdings Co, Ltd, and its legal representative is Sun Yanmin[13] 2. Contact Information This section provides contact details for the company's Board Secretary and Securities Affairs Representative, including names, addresses, phone numbers, fax numbers, and email addresses, to facilitate investor communication. - The Board Secretary is Jiang Zhenghua, and the Securities Affairs Representative is Zhao Xin[14] - The contact address for both is 1105, 11th Floor, COFCO Fortune Plaza, Chaoyang District, Beijing[14] - The contact phone number is 010-85017079, and the email address is zlzbdb@cofco.com[14] 3. Other Information This section states that the company's registered address, office address, website, email, and information disclosure and storage locations remained unchanged during the reporting period, with details available in the 2024 annual report. - The company's registered address, office address, postal code, website, and email address remained unchanged during the reporting period, with details available in the 2024 annual report[15] - The company's designated website and media for semi-annual report disclosure, as well as the report's storage location, remained unchanged during the reporting period, with details available in the 2024 annual report[16] 4. Key Accounting Data and Financial Indicators This section discloses the company's key accounting data and financial indicators for the current reporting period compared to the adjusted prior year, explaining the reasons for retrospective adjustments due to changes in accounting policies. - The company changed its accounting policy related to insurance contracts on January 1, 2025, and retrospectively adjusted or restated prior year accounting data[19] Key Accounting Data and Financial Indicators (Current Period vs Prior Year Adjusted) | Indicator | Current Period (CNY) | Prior Year Adjusted (CNY) | YoY Change | | :--- | :--- | :--- | :--- | | Income Statement: | | | | | Total Operating Revenue | 4,893,456,578.58 | 4,932,130,277.64 | -0.78% | | Net Profit Attributable to Shareholders of Listed Company | 847,655,022.07 | 1,838,354,065.92 | -53.89% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains and Losses) | 847,567,891.60 | 1,837,853,257.11 | -53.88% | | Net Cash Flow from Operating Activities | 9,879,429,456.53 | 6,441,311,290.43 | 53.38% | | Basic Earnings Per Share (CNY/share) | 0.3679 | 0.7979 | -53.89% | | Diluted Earnings Per Share (CNY/share) | 0.3679 | 0.7979 | -53.89% | | Weighted Average Return on Net Assets | 3.97% | 9.62% | Decrease of 5.65 percentage points | | Balance Sheet (Period-end): | | | | | Total Assets | 163,245,913,233.10 | 145,761,889,811.32 | 11.99% | | Net Assets Attributable to Shareholders of Listed Company | 21,850,028,587.39 | 20,646,486,140.77 | 5.83% | 5. Differences in Accounting Data under Domestic and International Accounting Standards The company reported no differences in net profit and net assets between financial statements prepared under International Accounting Standards or foreign accounting standards and those prepared under Chinese Accounting Standards during the reporting period. - The company reported no differences in net profit and net assets between financial statements disclosed under International Accounting Standards and Chinese Accounting Standards during the reporting period[20] - The company reported no differences in net profit and net assets between financial statements disclosed under foreign accounting standards and Chinese Accounting Standards during the reporting period[21] 6. Non-Recurring Gains and Losses and Amounts This section lists the non-recurring gains and losses and their amounts for the reporting period, totaling CNY 87,130.47, and clarifies that certain investment income and fair value changes from financial businesses are classified as recurring. Non-Recurring Gains and Losses and Amounts | Item | Amount (CNY) | | :--- | :--- | | Disposal gains and losses of non-current assets (including reversal of impairment provisions) | -786,394.75 | | Government grants recognized in current profit or loss | 247,089.67 | | Other non-operating income and expenses apart from the above | -2,321,476.91 | | Other gains and losses meeting the definition of non-recurring gains and losses | 3,306,572.00 | | Less: Income tax impact | -38,437.21 | | Impact on minority interests (after tax) | 397,096.75 | | Total | 87,130.47 | - During the reporting period, other gains and losses meeting the definition of non-recurring gains and losses for the Group primarily included refunds of personal handling fees withheld and remitted[23] - Investment income from financial instruments and equity investments (CNY 2.404 billion) and fair value change gains/losses from financial instruments (-CNY 589.832 million) are classified as recurring gains and losses, as they pertain to the company's normal financial business operations[23] Section III Management Discussion and Analysis 1. Principal Activities During the Reporting Period COFCO Capital primarily provides wealth management, asset management, and risk management financial services through its member companies, including Aviva-COFCO Life Insurance, COFCO Futures, COFCO Trust, COFCO Industrial Fund, and COFCO Capital Technology, leveraging COFCO Group's agri-food industry chain background to achieve industry-finance integration. - COFCO Capital's member companies, including Aviva-COFCO Life Insurance, COFCO Futures, COFCO Trust, COFCO Industrial Fund, and COFCO Capital Technology, engage in financial businesses categorized as wealth management services, asset management services, and risk management services[25] - The wealth management service system, comprising Aviva-COFCO Life Insurance and COFCO Trust, offers wealth management advisory, insurance protection, and family wealth inheritance solutions[25][26] - The asset management service system, consisting of COFCO Trust, COFCO Futures, and COFCO Industrial Fund, provides trust asset management, futures asset management, and agricultural industrial fund investments[27][28] - The risk management service system, composed of COFCO Futures and its subsidiaries, offers futures brokerage, commodity, and equity risk management services[29][30] 2. Analysis of Core Competencies COFCO Capital's core competencies are reflected in its market-oriented talent selection mechanism, industry-finance integration service capabilities rooted in its industrial background, a top-down comprehensive risk control system, diversified financial licenses for integrated synergistic services, and the continuously refined core competencies of each business segment. - The company adheres to a market-oriented talent selection mechanism, focusing on performance and capability, fostering a culture where "the capable are promoted, the average are demoted, the excellent are rewarded, and the inferior are eliminated"[31][32] - Leveraging COFCO Group's agri-food industry background, the company has developed four major categories of industry-finance services: "commodity risk management services," "insurance protection services," "financing services," and "agriculture-related services," contributing to rural revitalization[33] - A comprehensive risk control system centered on "three lines of defense" has been established, utilizing an online risk control system for real-time monitoring, in-depth analysis, and effective evaluation[34] - The company has built an integrated financial service system with "life insurance + futures + trust" as its core, supplemented by "industrial funds + financial technology + overseas business," forming a cross-license collaboration model[35][36] - Each business segment (Aviva-COFCO Life Insurance, COFCO Futures, COFCO Trust) continuously promotes channel transformation, optimizes investment strategies, develops distinctive risk management and asset management industrial features, enhancing core competitiveness[37][38][39][40] 3. Analysis of Principal Business In the first half of 2025, COFCO Capital's total operating revenue decreased by 0.78% year-on-year, and net profit decreased by 60.12%; life insurance premium income grew by 31% with sufficient solvency; futures business achieved a net profit of CNY 129 million, with domestic brokerage trading volume and value increasing year-on-year, and international business accelerating its expansion; trust business reached a scale of CNY 642.5 billion, with a net profit of CNY 405 million, actively promoting transformation and development. - In the first half of 2025, the company achieved total operating revenue of CNY 4.893 billion, a year-on-year decrease of 0.78%; net profit of CNY 1.314 billion, a year-on-year decrease of 60.12%; and net profit attributable to shareholders of the listed company of CNY 848 million, a year-on-year decrease of 53.89%[43] - Aviva-COFCO Life Insurance's original insurance premium income in the first half of 2025 was CNY 14.268 billion, a year-on-year increase of 31%; new single annualized premium income was CNY 3.012 billion; embedded value reached CNY 24.489 billion; comprehensive solvency adequacy ratio was 305.83%, and core solvency adequacy ratio was 217.40%[44] - COFCO Futures achieved an overall net profit of CNY 129 million in the first half of 2025; domestic brokerage client trading volume and value increased by 13% and 4% year-on-year, respectively; international business was approved as a participant and full clearing participant of the Hong Kong Futures Exchange; asset management in-force scale increased by 7% year-on-year[45][47][48] - COFCO Trust's trust scale reached CNY 642.5 billion in the first half of 2025, generating trust business fee income of CNY 622 million; net profit reached CNY 405 million; standardized asset management business scale reached CNY 126 billion, an increase of 19% from the beginning of the year; securities service trust scale reached CNY 352 billion[48][49] Major Financial Data Year-on-Year Changes | Indicator | Current Period (CNY) | Prior Year (CNY) | YoY Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Total Operating Revenue | 4,893,456,578.58 | 4,932,130,277.64 | -0.78% | Primarily due to changes in Aviva-COFCO Life Insurance's insurance business scale and COFCO Futures' risk management subsidiary's spot trading business scale | | Net Profit Attributable to Shareholders of Listed Company | 847,655,022.07 | 1,838,354,065.92 | -53.89% | Primarily due to changes in Aviva-COFCO Life Insurance's insurance business scale and COFCO Futures' risk management subsidiary's spot trading business scale | | Net Cash Flow from Operating Activities | 9,879,429,456.53 | 6,441,311,290.43 | 53.38% | Primarily due to increased cash received from insurance premiums due to growth in insurance business scale | Composition of Total Operating Revenue (by Industry) | Industry | Current Period Amount (CNY) | Proportion of Total Operating Revenue | Prior Year Amount (CNY) | Proportion of Total Operating Revenue | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Insurance Business | 3,524,153,077.71 | 72.02% | 3,228,980,502.23 | 65.47% | 9.14% | | Futures Business | 598,355,789.78 | 12.23% | 994,586,159.17 | 20.17% | -39.84% | | Trust Business | 748,548,125.40 | 15.29% | 691,161,895.81 | 14.01% | 8.30% | 4. Analysis of Non-Principal Business The company had no non-principal business analysis during the reporting period. - The company had no non-principal business analysis during the reporting period[58] 5. Analysis of Assets and Liabilities At the end of the reporting period, the company's total assets were CNY 163.246 billion, an increase of 11.99% from the beginning of the period; net assets attributable to shareholders of the listed company were CNY 21.850 billion, an increase of 5.83%. Total liabilities were CNY 130.319 billion, an increase of 13.55%. There were no significant changes in major asset and liability items, and fair value measurements for financial assets and liabilities have been disclosed. Significant Changes in Asset Composition (Period-end vs Beginning of Period Restated) | Item | Current Period End Amount (CNY) | Proportion of Total Assets | Beginning of Current Period (Restated) Amount (CNY) | Proportion of Total Assets | Change in Proportion | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 12,314,733,931.00 | 7.54% | 12,960,020,394.73 | 8.89% | -1.35% | No significant change | | Total Assets | 163,245,913,233.10 | | 145,761,889,811.32 | | 11.99% | | | Net Assets Attributable to Shareholders of Listed Company | 21,850,028,587.39 | | 20,646,486,140.77 | | 5.83% | | - No significant changes occurred in the measurement attributes of the company's major assets during the reporting period[63] Restricted Asset Rights as of the End of the Reporting Period | Item | Period-end Amount (CNY) | Type of Restriction | Restriction Details | | :--- | :--- | :--- | :--- | | Financial Assets Held for Trading | 1,328,925.85 | Restricted shares | Restricted due to lock-up period | | Financial Assets Held for Trading | 47,019,830.13 | Pledged | Restricted due to pledged repurchase transactions | | Debt Investments | 1,806,416,834.44 | Pledged | Restricted due to pledged repurchase transactions | | Other Debt Investments | 18,406,658,833.77 | Pledged | Restricted due to pledged repurchase transactions | | Other Equity Instrument Investments | 51,261,850.00 | Pledged | Restricted due to pledged repurchase transactions | | Total | 20,312,686,274.19 | | | 6. Analysis of Investment Status During the reporting period, the company had no significant equity or non-equity investments, with total securities investments amounting to CNY 2.45 billion, and no disclosure of derivative investments. - The company did not acquire any significant equity investments during the reporting period[65] - The company had no significant non-equity investments in progress during the reporting period[65] - The company had no derivative investments during the reporting period[68] Securities Investment Status (Period-end Book Value) | Security Type | Security Abbreviation | Period-end Book Value (CNY) | | :--- | :--- | :--- | | Domestic and Overseas Stocks | China CITIC Bank | 455,254,973.34 | | Domestic and Overseas Stocks | China Construction Bank | 385,255,971.85 | | Domestic and Overseas Stocks | Bank of China | 293,134,180.76 | | Trust Products | Fengli Niannianxin No. 102 Trust Plan | 211,416,666.67 | | Domestic and Overseas Stocks | Industrial and Commercial Bank of China | 160,523,277.61 | | Domestic and Overseas Stocks | Agricultural Bank of China | 139,665,845.66 | | Domestic and Overseas Stocks | Bank of Communications | 133,907,221.57 | | Domestic and Overseas Stocks | CNOOC Ltd | 93,693,224.16 | | Domestic and Overseas Stocks | Yankuang Energy | 85,078,725.53 | | Trust Products | Gold Factoring Phase 3 Trust Plan | 79,380,717.17 | | Other Securities Investments Held at Period-end | | 412,837,279.67 | | Total | | 2,450,148,083.99 | 7. Significant Asset and Equity Disposals The company did not dispose of any significant assets or equity during the reporting period. - The company did not dispose of any significant assets during the reporting period[70] - The company did not dispose of any significant equity during the reporting period[71] 8. Analysis of Major Holding and Participating Companies The company's major holding subsidiaries include COFCO Capital Investment, Aviva-COFCO Life Insurance, COFCO Futures, and COFCO Trust, with a participating interest in Longjiang Bank. During the reporting period, COFCO Capital (Tianjin) Commercial Factoring Co, Ltd was deregistered and liquidated, and COFCO Futures (Singapore) Pte Ltd was established. Major Subsidiaries and Participating Companies with Over 10% Impact on Company's Net Profit | Company Name | Company Type | Principal Business | Registered Capital (CNY) | Total Assets (CNY) | Net Assets (CNY) | Total Operating Revenue (CNY) | Operating Profit (CNY) | Net Profit (CNY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | COFCO Capital Investment Co, Ltd | Subsidiary | Investment Business | 1,337,001,376.00 | 14,637,333,732.74 | 14,418,667,994.25 | 65,805.03 | 424,338,045.32 | 402,094,969.00 | | Aviva-COFCO Life Insurance Co, Ltd | Subsidiary | Life Insurance Business | 2,945,980,000.00 | 117,416,694,329.98 | 12,898,441,170.88 | 3,524,153,077.71 | 1,051,023,560.59 | 681,152,209.23 | | COFCO Futures Co, Ltd | Subsidiary | Futures Business | 1,001,453,200.00 | 27,542,900,450.50 | 4,772,264,779.21 | 598,355,789.78 | 161,489,205.09 | 129,473,157.45 | | COFCO Trust Co, Ltd | Subsidiary | Trust Business | 2,830,954,182.00 | 10,877,598,313.93 | 8,816,318,916.79 | 748,548,125.40 | 564,473,678.77 | 405,208,491.67 | - During the reporting period, COFCO Capital (Tianjin) Commercial Factoring Co, Ltd was deregistered and liquidated, with no impact on overall production, operations, or performance[73] - During the reporting period, COFCO Futures (Singapore) Pte Ltd was established, with no impact on overall production, operations, or performance[73] - The company holds 50% of Aviva-COFCO Life Insurance, 70.42% of COFCO Futures, 80.51% of COFCO Trust, and a 20% participating interest in Longjiang Bank[74] 9. Structured Entities Controlled by the Company During the reporting period, the Group included 59 structured entities in its consolidation scope, primarily trust plans and asset management plans, over which the Group, as manager and investor, exercises control. - During the current reporting period, the Group included a total of 59 structured entities in its consolidation scope, all of which are trust plans, asset management plans, and other products controlled by the Group[76] - As the manager and investor of these structured entities, the Group possesses relevant management powers and variable returns, and has the ability to use these powers to influence the amount of returns[76] 10. Risks Faced by the Company and Countermeasures The company faces various risks, including policy, technological innovation, liquidity, market, operational, and legal compliance risks. The company has formulated corresponding countermeasures, such as improving policy research, exploring financial technology profit models, implementing prudent liquidity management, optimizing investment risk control, strengthening internal control mechanisms, and enhancing compliance management to ensure stable operations. - The company faces policy risks and needs to improve its policy research system, strengthen foresight and research on major policies, and promptly adjust business strategies and models[77][78] - The company faces technological innovation risks and will leverage COFCO Group's industrial background to explore implementable and scalable financial technology business profit models, while attracting outstanding talent[79] - The company faces liquidity risks and will implement prudent liquidity management strategies, optimize its asset-liability structure, and enhance cash management capabilities[79] - The company faces market risks and will continuously optimize risk control systems and processes in investment, closely monitor and deeply research macroeconomic changes, and strengthen risk monitoring and early warning[80] - The company faces operational risks and will establish a comprehensive risk management system ("three lines of defense"), continuously optimizing risk control systems and processes across all business segments[80] - The company faces legal and compliance risks and will strictly conduct business in accordance with national laws, regulations, and company rules, continuously improving compliance management systems and building an effective compliance management framework[80] - The company reminds investors to be aware of stock market risks and invest cautiously, as company stock price fluctuations are influenced by multiple factors[81] 11. Implementation of Market Value Management System and Valuation Enhancement Plan The company's market value management system was approved on April 24, 2025, but no valuation enhancement plan has been disclosed. - The company has formulated a market value management system, which was reviewed and approved at the 17th meeting of the Fifth Board of Directors on April 24, 2025[82] - The company has not disclosed a valuation enhancement plan[82] 12. Implementation of 'Quality and Return Enhancement' Action Plan The company has not disclosed an announcement regarding the "Quality and Return Enhancement" action plan. - The company has not disclosed an announcement regarding the "Quality and Return Enhancement" action plan[83] Section IV Corporate Governance, Environment, and Society 1. Changes in Directors, Supervisors, and Senior Management During the reporting period, there were changes in the company's directors and supervisors: independent directors Qian Wei and Hu Xiaolei left upon term expiration, while Liu Xiaolei and Li Hong were elected as independent directors; supervisors Xu Qian, Zhang Xue, and Wang Ziyuan also left upon term expiration. - Independent directors Qian Wei and Hu Xiaolei left upon term expiration, while Liu Xiaolei and Li Hong were elected as independent directors[84] - Xu Qian (Chairman of the Supervisory Board), Zhang Xue, and Wang Ziyuan (Supervisors) left upon term expiration[84] 2. Profit Distribution and Capital Reserve Conversion to Share Capital During the Reporting Period The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the half-year period. - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the half-year period[85] 3. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures During the reporting period, the company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures, nor any implementation thereof. - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures, nor any implementation thereof during the reporting period[86] 4. Environmental Information Disclosure The listed company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law. - The listed company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law[87] 5. Social Responsibility COFCO Capital and its controlled subsidiaries actively fulfill their social responsibilities as central state-owned enterprises by supporting agricultural development through "insurance + futures" projects, providing financial aid to 13 rural revitalization areas, and exploring an "industry + finance" dual-driven model; COFCO Trust launched the first entrusted loan asset service trust within the Group and initiated charitable trusts; Aviva-COFCO Life Insurance practiced the "finance for the people" concept through its "July 8th National Insurance Public Awareness Day" activities. - COFCO Futures actively promoted "insurance + futures" projects, launching multiple Dalian Commodity Exchange "Bank-Futures-Insurance" planting and harvesting special projects and commercial projects, involving over 10 varieties such as soybeans, corn, live pigs, and eggs, with project amounts totaling nearly CNY 100 million[87] - COFCO Futures provided financial support totaling CNY 600,000 to 13 rural revitalization areas, including Luozha County, Wushi County, Suibin County, Shiqu County, and Ganzi County, investing in key areas such as industry and education[88] - COFCO Futures conducted in-depth industry-finance integration research in Kalaqin Banner, Inner Mongolia, focusing on egg-laying chicken farming to promote industrial upgrading and building an "industry + finance" dual-driven system, offering "insurance + futures" services[88][89] - COFCO Trust launched the first entrusted loan asset service trust within the Group, establishing a specialized platform for internal fund circulation, and successfully initiated the first "Shengyue Platform" arrival financing project[89][90] - COFCO Trust's "2025 Fengxing Series" charitable trusts saw an additional CNY 70 million launched, covering 8 provinces, cities, and counties, supporting over a hundred projects[90] - Aviva-COFCO Life Insurance carried out a series of innovative and diverse public welfare activities during the 2025 "July 8th National Insurance Public Awareness Day," embodying its corporate responsibility of "finance for the people"[90] Section V Significant Matters 1. Commitments Fulfilled and Overdue Unfulfilled by Actual Controller, Shareholders, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period During the reporting period, the company had no commitments fulfilled or overdue unfulfilled by its actual controller, shareholders, related parties, acquirers, or the company itself. - During the reporting period, the company had no commitments fulfilled or overdue unfulfilled by its actual controller, shareholders, related parties, acquirers, or the company itself[92] 2. Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties from the Listed Company During the reporting period, there were no non-operating funds occupied by the controlling shareholder or other related parties from the listed company. - During the reporting period, there were no non-operating funds occupied by the controlling shareholder or other related parties from the listed company[93] 3. 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[94] 4. Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was not audited. - The company's semi-annual report was not audited[95] 5. Board of Directors' and Supervisory Board's Explanations on 'Non-Standard Audit Report' for the Current Period The company's Board of Directors and Supervisory Board provided no explanations regarding a "non-standard audit report" for the current reporting period. - The company had no explanations from the Board of Directors or Supervisory Board regarding a "non-standard audit report" for the current reporting period[96] 6. Board of Directors' Explanations on 'Non-Standard Audit Report' for the Previous Year The company's Board of Directors provided no explanations regarding a "non-standard audit report" for the previous year. - The company had no explanations from the Board of Directors regarding a "non-standard audit report" for the previous year[96] 7. Bankruptcy Reorganization Matters No bankruptcy reorganization matters occurred for the company during the reporting period. - No bankruptcy reorganization matters occurred for the company during the reporting period[96] 8. Litigation Matters During the reporting period, the company was involved in several significant litigation and arbitration cases, primarily concerning financial loan contract disputes, equity pledge disputes, and contract disputes for COFCO Trust, as well as arbitration for COFCO Capital (Hong Kong) Co, Ltd and property damage disputes and securities misrepresentation liability disputes for COFCO Futures; most cases have been won or are in the enforcement stage, with no significant impact on the company's profit. Significant Litigation and Arbitration Matters | Basic Situation of Litigation (Arbitration) | Amount Involved (CNY 10,000) | Provision for Liabilities Formed | Progress of Litigation (Arbitration) | Outcome and Impact of Litigation (Arbitration) | Enforcement Status of Litigation (Arbitration) Judgment | | :--- | :--- | :--- | :--- | :--- | :--- | | COFCO Trust filed a financial loan contract dispute lawsuit against Fujian Putian Zerun Real Estate Development Co, Ltd and others | 92,112.36 | No | First instance judgment in favor of COFCO Trust | First instance judgment has become effective, with no significant impact on company profit | Enforcement applied, case closed by court | | COFCO Trust filed an equity pledge dispute lawsuit against Furen Technology Holdings (Beijing) Group Co, Ltd | 4,590.03 | No | First instance judgment in favor of COFCO Trust | First instance judgment has become effective, with no significant impact on company profit | In enforcement stage | | COFCO Trust filed a contract dispute lawsuit against Evergrande New Energy Automobile Investment Holding Group Co, Ltd and others | 29,374.1 | No | First instance judgment in favor of COFCO Trust | First instance judgment has become effective, with no significant impact on company profit | In enforcement stage | | COFCO Capital (Hong Kong) Co, Ltd filed arbitration against China Ocean Group Development Co, Ltd and others | 5,930 | No | Arbitration won | Arbitration won, with no significant impact on company profit | Partial compensation received | | COFCO Futures filed a property damage dispute lawsuit against Beijing Huaruan Xindongli Private Equity Fund Management Co, Ltd and others | 1,957 | No | Still in first instance trial | No significant impact on company profit | No enforcement procedure involved | | COFCO Futures filed securities misrepresentation liability dispute lawsuits (3 cases) against CITIC Securities Co, Ltd and others | 5,189.32 | No | Still in first instance trial | No significant impact on company profit | No enforcement procedure involved | | COFCO Trust filed a guarantee contract dispute lawsuit against Ningbo Puchuang Real Estate Co, Ltd | 14,611.22 | No | Still in first instance trial | No significant impact on company profit | No enforcement procedure involved | | Morita Investment Group Co, Ltd filed a contract dispute lawsuit against COFCO Trust | 1,000 | No | First instance judgment rendered by court | First instance judgment rendered by court, with no significant impact on company profit | No enforcement procedure involved | 9. Penalties and Rectification Aviva-COFCO Life Insurance Co, Ltd's Henan Branch Luoyang Marketing Service Department was warned and fined CNY 6,000 for irregular policy agent work allocation and ineffective internal control; Aviva-COFCO Life Insurance immediately rectified the issues and paid the fine, strengthening business management and internal controls. - Aviva-COFCO Life Insurance Co, Ltd's Henan Branch Luoyang Marketing Service Department was warned and fined CNY 6,000 for issues such as irregular policy agent work allocation and ineffective internal control system implementation[99] - Aviva-COFCO Life Insurance immediately initiated rectification work and promptly paid the fine after receiving the administrative penalty, guiding its local branches to strengthen business management, strictly adhere to regulatory requirements and company policies, and continuously enhance the effectiveness and compliance of internal control operations[99] 10. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller During the reporting period, there was no statement regarding the integrity status of the company, its controlling shareholder, or actual controller. - During the reporting period, there was no statement regarding the integrity status of the company, its controlling shareholder, or actual controller[100] 11. Significant Related Party Transactions During the reporting period, the company engaged in various daily operating related party transactions with its controlling shareholder, COFCO Group, and its subsidiaries, including insurance, futures, trust, leasing, and procurement/sales businesses, all priced at market rates and within annual estimated limits; additionally, the company had deposit transactions with an affiliated financial company. Related Party Transactions Related to Daily Operations | Related Party | Type of Related Party Transaction | Content of Related Party Transaction | Amount of Related Party Transaction (CNY 10,000) | Proportion of Similar Transactions | Approved Transaction Limit (CNY 10,000) | | :--- | :--- | :--- | :--- | :--- | :--- | | COFCO Group and its subsidiaries | Related insurance business | Premium income | 8,379.37 | 0.59% | 30,000 | | COFCO Group and its subsidiaries | Related futures business | Sales and procurement of spot goods | 48,253 | 43.85% | 140,000 | | COFCO Group and its subsidiaries | Related futures business | Fee income | 1,153.59 | 12.43% | 4,400 | | COFCO Group and its subsidiaries | Related futures business | Client margin interest expense | 1,366.51 | 35.44% | 3,500 | | COFCO Group and its subsidiaries | Related leasing business | Lease, property management fees, etc. | 986.52 | 14.56% | 3,600 | | COFCO Group and its subsidiaries | Related procurement business | Procurement of goods, acceptance of services | 2,707.17 | 2.29% | 8,150 | | Total | | | 63,362.08 | | 199,000 | - There were no related party transactions involving asset or equity acquisition/disposal during the reporting period[103] - There were no related party transactions involving joint external investments during the reporting period[104] Deposit Transactions with Affiliated Financial Companies | Related Party | Related Party Relationship | Daily Maximum Deposit Limit (CNY 10,000) | Deposit Interest Rate Range | Beginning Balance (CNY 10,000) | Total Deposits This Period (CNY 10,000) | Total Withdrawals This Period (CNY 10,000) | Ending Balance (CNY 10,000) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | COFCO Finance Co, Ltd | Other legal entities controlled by the controlling shareholder | 150,000 | 0.35%-1.35% | 18,848.92 | 95,645.28 | 97,125.72 | 17,368.48 | 12. Significant Contracts and Their Performance During the reporting period, the company had no entrustment, contracting, or leasing matters, and no significant guarantees; the company engaged in entrusted wealth management, with an outstanding balance of CNY 666.06 million at period-end, and no overdue unrecovered principal or impairment. - The company had no entrustment situations during the reporting period[108] - The company had no contracting situations during the reporting period[109] - The company had no leasing situations during the reporting period[110] - The company had no significant guarantee situations during the reporting period[111] Entrusted Wealth Management | Specific Type | Source of Entrusted Wealth Management Funds | Amount of Entrusted Wealth Management Transactions (CNY 10,000) | Outstanding Balance (CNY 10,000) | Overdue Unrecovered Amount (CNY 10,000) | Impairment Amount for Overdue Unrecovered Wealth Management (CNY 10,000) | | :--- | :--- | :--- | :--- | :--- | :--- | | Trust Wealth Management Products | Own funds | 36,053.29 | 35,973.08 | 0 | 0 | | Other Categories | Own funds | 31,516.94 | 30,633.33 | 0 | 0 | | Total | | 67,570.23 | 66,606.41 | 0 | 0 | - The company had no other significant contracts during the reporting period[114] 13. Explanation of Other Significant Matters During the reporting period, the company had no other significant matters requiring explanation. - During the reporting period, the company had no other significant matters requiring explanation[115] 14. Significant Matters of Company Subsidiaries During the reporting period, the company had no significant matters concerning its subsidiaries. - During the reporting period, the company had no significant matters concerning its subsidiaries[116] Section VI Share Changes and Shareholder Information 1. Share Capital Changes During the reporting period, the company's total share capital and share structure remained unchanged, with the number of unrestricted shares remaining at 2,304,105,575 shares, accounting for 100%. Share Capital Changes | | Number Before Change (shares) | Proportion Before Change | Net Increase/Decrease in This Change (＋, －) | Number After Change (shares) | Proportion After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | | | | | | | II. Unrestricted Shares | 2,304,105,575 | 100.00% | | 2,304,105,575 | 100.00% | | 1. RMB Ordinary Shares | 2,304,105,575 | 100.00% | | 2,304,105,575 | 100.00% | | III. Total Shares | 2,304,105,575 | | | 2,304,105,575 | 100.00% | - During the reporting period, there were no reasons for share changes, no approval status, no transfer status, and no progress on share repurchases[120] 2. Securities Issuance and Listing During the reporting period, the company had no securities issuance or listing activities. - The company had no securities issuance or listing activities during the reporting period[120] 3. Number of Shareholders and Shareholding Status At the end of the reporting period, the total number of ordinary shareholders was 126,173. The controlling shareholder, COFCO Group Co, Ltd, held 62.78% of shares, and Hony Horizon (Shenzhen) Equity Investment Fund Partnership (Limited Partnership) held 5.00%. Among the top 10 shareholders, COFCO Group is the controlling shareholder, and the existence of any related party relationships or concerted action among other shareholders is unknown. - At the end of the reporting period, the total number of ordinary shareholders was 126,173[121] Shareholding Status of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Percentage | Number of Shares Held at Period-end (shares) | Change in Shareholding During Reporting Period (shares) | Number of Unrestricted Shares Held (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | | COFCO Group Co, Ltd | State-owned legal entity | 62.78% | 1,446,543,440 | 0 | 1,446,543,440 | | Hony Horizon (Shenzhen) Equity Investment Fund Partnership (Limited Partnership) | Domestic non-state-owned legal entity | 5.00% | 115,205,178 | -5,928,408 | 115,205,178 | | Beijing Capital Agribusiness Group Co, Ltd | State-owned legal entity | 3.09% | 71,180,852 | 0 | 71,180,852 | | Agricultural Bank of China Co, Ltd - CSI 500 ETF | Domestic non-state-owned legal entity | 0.59% | 13,663,127 | 452,900 | 13,663,127 | | Hong Kong Securities Clearing Company Limited | Overseas legal entity | 0.58% | 13,411,557 | -13,759,849 | 13,411,557 | | MORGAN STANLEY & CO. INTERNATIONAL PLC. | Overseas legal entity | 0.33% | 7,507,237 | 3,358,894 | 7,507,237 | | UBS AG | Overseas legal entity | 0.10% | 2,270,285 | -1,609,049 | 2,270,285 | | Ye Fan | Domestic natural person | 0.09% | 2,102,800 | 825,400 | 2,102,800 | | CITIC Securities Co, Ltd | State-owned legal entity | 0.09% | 2,091,606 | 336,534 | 2,091,606 | | Peng Jie | Domestic natural person | 0.09% | 2,008,600 | 0 | 2,008,600 | - Among the top 10 ordinary shareholders, COFCO Group Co, Ltd is the controlling shareholder of the company; the existence of any related party relationships or concerted action among other ordinary shareholders is unknown[122] 4. Changes in Shareholdings of Directors, Supervisors, and Senior Management During the reporting period, there were no changes in the shareholdings of the company's directors, supervisors, and senior management, with details available in the 2024 annual report. - There were no changes in the shareholdings of the company's directors, supervisors, and senior management during the reporting period, with details available in the 2024 annual report[124] 5. Changes in Controlling Shareholder or Actual Controller During the reporting period, there were no changes in the company's controlling shareholder or actual controller. - The company's controlling shareholder did not change during the reporting period[125] - The company's actual controller did not change during the reporting period[125] 6. Preferred Share Information The company had no preferred shares during the reporting period. - The company had no preferred shares during the reporting period[126] Section VII Bond-Related Information Bond-Related Information The company had no bond-related information during the reporting period. - The company had no bond-related information during the reporting period[128] Section VIII Financial Report 1. Audit Report The company's semi-annual financial report was not audited. - The company's semi-annual financial report was not audited[130] 2. Financial Statements This section presents 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 2025, reflecting the financial position and operating results at the end of the reporting period; consolidated total assets amounted to CNY 163.246 billion, total liabilities to CNY 130.319 billion, and total owners' equity attributable to the parent company to CNY 21.850 billion. Consolidated Balance Sheet (Period-end Balance) | Item | Period-end Balance (CNY) | | :--- | :--- | | Total Assets | 163,245,913,233.10 | | Total Liabilities | 130,319,461,730.77 | | Total Owners' Equity Attributable to Parent Company | 21,850,028,587.39 | | Minority Interests | 11,076,422,914.94 | | Total Owners' Equity | 32,926,451,502.33 | Consolidated Income Statement (First Half of 2025) | Item | First Half of 2025 (CNY) | | :--- | :--- | | Total Operating Revenue | 4,893,456,578.58 | | Total Operating Costs | 4,754,341,771.17 | | Total Profit | 1,893,905,017.97 | | Net Profit | 1,313,864,428.90 | | Net Profit Attributable to Parent Company Shareholders | 847,655,022.07 | | Minority Interest Income | 466,209,406.83 | | Total Comprehensive Income | 2,424,353,951.78 | | Basic Earnings Per Share | 0.3679 | Consolidated Cash Flow Statement (First Half of 2025) | Item | First Half of 2025 (CNY) | | :--- | :--- | | Net Cash Flow from Operating Activities | 9,879,429,456.53 | | Net Cash Flow from Investing Activities | -11,573,252,645.12 | | Net Cash Flow from Financing Activities | 912,818,657.96 | | Net Increase in Cash and Cash Equivalents | -738,330,914.26 | 3. Company Overview This section outlines the historical evolution of COFCO Capital Holdings Co, Ltd, including its former name Zhongyuan Special Steel, the change in controlling shareholder to COFCO Group, significant asset restructuring and share issuance for asset acquisition, and the company's name change; as of June 30, 2025, the company's total issued shares were 2,304,105,575, with its main business scope covering investment and asset management, life insurance, futures brokerage, and trust services. - COFCO Capital Holdings Co, Ltd, formerly known as Zhongyuan Special Steel Co, Ltd, was listed on the Shenzhen Stock Exchange on June 3, 2010[160] - On April 13, 2018, China Ordnance Equipment Group Co, Ltd gratuitously transferred its shares in Zhongyuan Special Steel to COFCO Group Co, Ltd, making COFCO Group the controlling shareholder of Zhongyuan Special Steel[161] - On January 2, 2019, Zhongyuan Special Steel implemented a significant asset restructuring and issued shares to acquire assets, making COFCO Capital Investment Co, Ltd a wholly-owned subsidiary of Zhongyuan Special Steel[161][162] - On September 29, 2019, the company's name was changed to COFCO Capital Holdings Co, Ltd[162] - As of June 30, 2025, the company's total issued shares were 2,304,105,575, and its main business scope includes investment and asset management, life insurance business, futures brokerage business, and trust business[163] - The company's controlling shareholder is COFCO Group, and the ultimate controlling party is the State-owned Assets Supervision and Administration Commission of the State Council[164] 4. Basis of Financial Statement Preparation The Group's financial statements are prepared on a going concern basis, in accordance with the "Accounting Standards for Business Enterprises" and related regulations, and an assessment of going concern ability for the 12 months from June 30, 2025, revealed no significant doubts. - The Group's financial statements are prepared on a going concern basis, in accordance with actual transactions and events, and the "Accounting Standards for Business Enterprises" issued by the Ministry of Finance, along with their application guidelines, interpretations, and other relevant regulations[165] - The Group assessed its ability to continue as a going concern for the 12 months from June 30, 2025, and found no significant doubts or circumstances affecting its going concern ability[166] 5. Significant Accounting Policies and Estimates This section details the company's significant accounting policies and estimates, including compliance with accounting standards, accounting period, operating cycle, functional currency, materiality, business combinations, consolidated financial statements, cash and cash equivalents, foreign currency translation, financial instrument classification and measurement, inventories, long-term equity investments, fixed assets, intangible assets, impairment of long-term assets, long-term deferred expenses, contract liabilities, employee benefits, bonds payable, provisions, preferred/perpetual shares, revenue recognition, government grants, deferred income tax, leases, repurchase agreements, insurance contracts, insurance protection funds, trust business accounting, risk reserves, asset management business, segment reporting, significant accounting judgments and estimates, and hedge accounting; notably, the company changed its accounting policy related to insurance contracts on January 1, 2025, and retrospectively adjusted comparative period information. - These financial statements comply with the requirements of Accounting Standards for Business Enterprises, truly and completely reflecting the financial position, operating results, and cash flows of the Company and the Group[167] - The Group changed its accounting policy related to insurance contracts on January 1, 2025, and has restated comparative period information in accordance with the requirements of the new insurance contract standards[368] Impact of Accounting Policy Change on Consolidated Balance Sheet Opening Balances (December 31, 2024 vs January 1, 2025) | Item | Before Accounting Policy Change (CNY) | After Accounting Policy Change (CNY) | Adjustment Amount (CNY) | | :--- | :--- | :--- | :--- | | Total Assets | 151,985,694,704.70 | 145,761,889,811.32 | -6,223,804,893.38 | | Total Liabilities | 116,050,925,118.13 | 114,767,228,963.32 | -1,283,696,154.81 | | Total Owners' Equity | 35,934,769,586.57 | 30,994,660,848.00 | -4,940,108,738.57 | - The Group exercises significant accounting judgments and estimates in areas such as financial asset classification, financial asset impairment, long-term asset impairment, degree of control over investees, fair value estimation of financial instruments, measurement of expected credit losses, grouping and recognition of insurance contracts, applicability of insurance contract measurement methods, determination of liability units, measurement of cash flows related to insurance contracts, and deferred income tax assets[343][344][345][346][347][348][350][351][352][353][363] 6. Taxation This section discloses the company's main tax categories and rates, including VAT, urban maintenance and construction tax, corporate income tax, education surcharge, local education surcharge, and property tax, and lists the corporate income tax preferential policies enjoyed by subsidiaries such as COFCO Capital Technology, COFCO Fund Tianjin, and COFCO Fund Hainan. Main Tax Categories and Rates | Tax Category | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax | Taxable income | 13%/9%/6%/3% | | Urban Maintenance and Construction Tax | Amount of turnover tax payable | 7%/5% | | Corporate Income Tax | Taxable income | 25%/20%/17%/16.50%/15% | | Education Surcharge | Amount of turnover tax payable | 3% | | Local Education Surcharge | Amount of turnover tax payable | 2% | | Property Tax | Original value of property or rental income | 1.2%/12% | - Aviva-COFCO Life Insurance's premium income from life insurance products with a term of one year or more is exempt from Value-Added Tax[372] - COFCO Capital Technology has been subject to a corporate income tax rate of 15% since 2022[374] - COFCO Fund Management (Tianjin) Co, Ltd enjoys a preferential policy of corporate income tax at a rate of 20% on 25% of its taxable income as a small-profit enterprise[374] - COFCO Private Equity Fund Management (Hainan) Co, Ltd enjoys a preferential policy of corporate income tax at a rate of 15% for encouraged industries in the Hainan Free Trade Port[375][376] 7. Notes to Consolidated Financial Statement Items This section provides detailed notes to the consolidated financial statement items, including various assets, liabilities, and owners' equity accounts, as well as revenue, costs, expenses, and cash flow items. - Cash and bank balances at period-end amounted to CNY 12.315 billion, of which CNY 1.686 billion was deposited overseas[378] - Financial assets held for trading at period-end amounted to CNY 28.666 billion, including debt instrument investments of CNY 26.003 billion and equity instrument investments of CNY 2.663 billion[379] - Accounts receivable at period-end had a book value of CNY 594.980 million, with a bad debt provision of CNY 15.416 million[383] - Other receivables at period-end had a book value of CNY 1.599 billion, including dividends receivable of CNY 448.996 million[396] - Loans and advances at period-end had a book value of CNY 2.449 billion, with an impairment provision of CNY 1.094 billion[418] - Debt investments at period-end had a book value of CNY 10.437 billion, with an impairment provision of CNY 488.368 million[422] - Other debt investments at period-end had a book value of CNY 60.696 billion, with an impairment provision of CNY 24.917 million[429][430] - Long-term equity investments at period-end had a book value of CNY 4.253 billion, primarily including investments in Longjiang Bank Co, Ltd[436] - Other equity instrument investments at period-end amounted to CNY 20.121 billion, primarily consisting of preferred and ordinary share investments[437] - Fixed assets at period-end had a book value of CNY 1.189 billion, of which Aviva-COFCO Life Insurance Tower had a book value of CNY 1.086 billion, with property certificates still being processed[442][445] - Insurance contract liabilities at period-end amounted to CNY 96.770 billion, including unearned premium reserves of CNY 95.526 billion and outstanding claims reserves of CNY 1.244 billion[494] - Bonds payable at period-end amounted to CNY 2.030 billion, including Aviva-COFCO Life Insurance capital supplementary bonds and COFCO Futures subordinated bonds[496] - Total operating revenue for the current period was CNY 4.893 billion, compared to CNY 4.932 billion in the prior period[516] - Total operating costs for the current period were CNY 4.754 billion, compared to CNY 4.681 billion in the prior period[516] - Investment income for the current period was CNY 2.404 billion, compared to CNY 3.236 billion in the prior period[531] - Fair value change gains/losses for the current period were -CNY 589.832 million, compared to CNY 657.449 million in the prior period[529] - Net cash flow from operating activities for the current period was CNY 9.879 billion, compared to CNY 6.441 billion in the prior period[553] 8. Changes in Consolidation Scope During the reporting period, COFCO Capital (Tianjin) Commercial Factoring Co, Ltd was liquidated and no longer included in the consolidation scope, while COFCO Futures (Singapore) Pte Ltd was established and included; additionally, 21 new structured entities were included, and 17 structured entities were no longer included. - COFCO Capital (Tianjin) Commercial Factoring Co, Ltd, a subsidiary of the Group, completed liquidation in March 2025, thus it is not included in the consolidation scope as of June 30, 2025[563] - COFCO Futures (Singapore) Pte Ltd, a subsidiary of the Group, was established in March 2025, thus it is included in the consolidation scope as of June 30, 2025[564] - From January to June 2025, the Group newly included a total of 21 structured entities in its consolidation scope, including trust products, asset management plans, and private equity funds[565] - From January to June 2025, the Group no longer had control over 17 structured entities due to investment recovery, changes in the proportion of variable returns, and other reasons, and thus ceased to include them in the consolidation scope at the time control was lost[565] 9. Interests in Other Entities This section discloses the company's interests in subsidiaries, joint ventures, and associates; significant non-wholly-owned subsidiaries include COFCO Futures, Aviva-COFCO Life Insurance, and COFCO Trust, with their minority interests and profit/loss details listed; Longjiang Bank Co, Ltd is a significant assoc