国旅联合(600358) - 2025 Q2 - 季度财报

Important Notice Report Content Assurance The Board, Supervisory Board, and senior management assure the semi-annual report's truthfulness, accuracy, and completeness, with key financial officers also affirming the financial statements - The company's Board of Directors, Supervisory Board, and directors, supervisors, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, free from false records, misleading statements, or major omissions, and assume legal responsibility[4] - Company head He Xinyue, chief accountant Li Ying, and head of accounting department Li Wencai declare the financial report's truthfulness, accuracy, and completeness[6] Audit Status This semi-annual report has not been audited - This semi-annual report has not been audited[6] Profit Distribution Plan The Board's resolution for the current period's profit distribution or capital reserve capitalization plan is 'none' - The Board's resolution for the current period's profit distribution or capital reserve capitalization plan is 'none'[7] Risk Statement for Forward-Looking Statements Forward-looking statements regarding future plans and development strategies do not constitute a substantive commitment to investors, who are advised to be aware of investment risks - Forward-looking statements in this report, including future plans and development strategies, do not constitute a substantive commitment to investors, who are advised to be aware of investment risks[7] Fund Occupation and External Guarantees The company has no non-operating fund occupation by controlling shareholders or other related parties, nor any external guarantees violating prescribed decision-making procedures - There is no non-operating fund occupation by controlling shareholders or other related parties[8] - There are no external guarantees provided in violation of prescribed decision-making procedures[8] Major Risk Warning The company has detailed potential risks in 'Section III Management Discussion and Analysis,' urging investors to pay attention - The company has detailed potential risks in 'Section III Management Discussion and Analysis' of this report, urging investors to pay attention[8] Definitions Definitions of Common Terms This section provides definitions of common terms used in the report, including company abbreviations, major related party names, currency units, and industry-specific terms (e.g., Bilibili, MAU, UGC, Gen Z), ensuring clarity and consistency - The company's abbreviation 'ST United' refers to 'China Travel Culture Investment Group Co., Ltd'[13] - Related parties mentioned in the report include Jiangxi SASAC, Jiangxi Changlv Group, Jianglv Group, Xinxian Zhongshi, Yiwei Investment, Jiangxi CITS United, Haijigou Company, and others[13] - Industry terms such as 'Bilibili' refer to the Bilibili video website, 'MAU' to monthly active users, 'UGC' to user-generated content, and 'Gen Z' to the new generation[13] Company Profile and Key Financial Indicators I. Company Information This section outlines the company's basic registration information, including its Chinese name, abbreviation, foreign name and its abbreviation, and legal representative information - The company's Chinese name is 'China Travel Culture Investment Group Co., Ltd.', abbreviated as 'ST United'[14] - The company's legal representative is He Xinyue[14] II. Contact Person and Information This section provides contact information for the company's Board Secretary and Securities Affairs Representative, including names, addresses, phone numbers, and email addresses - The Board Secretary is Peng Huibin, and the Securities Affairs Representative is Zeng Limei[15] - The contact address for both is 19th Floor, Jianglv Industrial Building, No. 169 Fuzhou Road, Donghu District, Nanchang City, Jiangxi Province, and the telephone number is 0791-82263019[15] III. Overview of Basic Information Changes This section introduces changes in the company's registered and office addresses, as well as its website and email address - The company's registered address changed from Nanjing City to 6th Floor, Building 34, Alpha, No. 1 Xuefu Avenue, Honggutan District, Nanchang City, Jiangxi Province on August 19, 2022[16] - The company's office address is 19th Floor, Jianglv Industrial Building, No. 169 Fuzhou Road, Donghu District, Nanchang City, Jiangxi Province[16] - The company's website is http://www.cutc.com.cn, and its email address is cutc@cutc.com.cn[17] IV. Overview of Information Disclosure and Document Storage Location Changes This section lists the designated media, website, and storage location for the company's semi-annual report disclosure - The company's designated disclosure media include China Securities Journal, Securities Daily, Shanghai Securities News, and Securities Times[18] - The stock exchange website for the company's semi-annual report disclosure is http://www.sse.com.cn[18](index=18&type=chunk) - The report is available at the Board Secretary's Office of China Travel Culture Investment Group Co., Ltd[18] V. Company Stock Overview This section provides company stock listing information, including type, exchange, abbreviation, code, noting the stock has been subject to other risk warnings since March 18, 2025 - The company's A-shares are listed on the Shanghai Stock Exchange, with stock abbreviation 'ST United' and stock code '600358'[19] - The company's stock has been subject to other risk warnings by the Shanghai Stock Exchange since March 18, 2025[19] - The company disclosed the 'Announcement on Retrospective Adjustment of Prior Period Financial Data' on March 29, 2025, and retrospectively adjusted performance compensation receivables[19] VII. Company's Key Accounting Data and Financial Indicators This section presents the company's key accounting data and financial indicators for H1 2025, compared to the prior year, noting a slight reduction in operating losses Key Accounting Data for H1 2025 (Consolidated Statements) | Indicator | Current Period (Jan-Jun) (yuan) | Prior Year Period (yuan) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 194,334,652.08 | 200,282,307.20 | -2.97 | | Total Profit | -15,362,661.84 | -16,212,273.59 | Not applicable | | Net Profit Attributable to Shareholders of Listed Company | -16,123,168.20 | -17,216,326.69 | Not applicable | | Net Cash Flow from Operating Activities | -63,975,262.24 | -3,998,856.09 | Not applicable | | Net Assets Attributable to Shareholders of Listed Company (Period-End) | 61,820,090.50 | 84,692,180.24 | -27.01 | | Total Assets (Period-End) | 492,871,140.10 | 425,130,680.55 | 15.93 | Key Financial Indicators for H1 2025 | Key Financial Indicator | Current Period (Jan-Jun) | Prior Year Period | YoY Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (yuan/share) | -0.0319 | -0.0341 | Not applicable | | Diluted Earnings Per Share (yuan/share) | -0.0319 | -0.0341 | Not applicable | | Basic Earnings Per Share After Deducting Non-Recurring Gains and Losses (yuan/share) | -0.0316 | -0.0327 | Not applicable | | Weighted Average Return on Net Assets (%) | -22.01 | -10.77 | Decreased by 11.24 percentage points | | Weighted Average Return on Net Assets After Deducting Non-Recurring Gains and Losses (%) | -21.75 | -10.34 | Decreased by 11.41 percentage points | - During the reporting period, the company's operating loss slightly decreased year-on-year, but the weighted average return on net assets significantly declined[23] IX. Non-Recurring Gains and Losses Items and Amounts This section details the company's non-recurring gains and losses for H1 2025, including disposal gains/losses on non-current assets, government grants, reversal of impairment provisions for receivables, and other non-operating income/expenses Non-Recurring Gains and Losses Items for H1 2025 | Non-Recurring Gains and Losses Item | Amount (yuan) | | :--- | :--- | | Disposal gains/losses on non-current assets | 16,302.59 | | Government grants recognized in current profit or loss | 2,181,973.60 | | Reversal of impairment provisions for receivables subject to individual impairment testing | 86,000.00 | | Other non-operating income and expenses apart from the above | -2,007,310.95 | | Less: Income tax impact | 165,100.15 | | Impact on minority interests (after tax) | 299,092.02 | Management Discussion and Analysis I. Explanation of the Company's Industry and Main Business Operations During the Reporting Period This section details the development of the company's industries (internet digital marketing, cross-border e-commerce, tourism) and its main business operating models. Both gaming and cross-border e-commerce markets show growth, while tourism faces consumption stratification and transformation challenges - From January to June 2025, China's gaming market reached a cumulative size of 168 billion yuan, a 14.08% year-on-year increase, with the mobile gaming market growing by 16.55%[27] - In H1 2025, China's cross-border e-commerce imports and exports totaled approximately 1.32 trillion yuan, a 5.7% year-on-year increase, with strengthened policy support[27] - Domestic tourism trips increased by 26.4% year-on-year in H1, but consumption stratification intensified, per capita spending decreased, and the tourism industry is transitioning from 'attraction economy' to 'experience economy'[28][29] - The company's main businesses include internet digital marketing (Xinxian Zhongshi, focusing on the gaming industry), 'cross-border e-commerce' (Haijigou Company, bonded goods import/export supply chain), and tourism destination business (channel integrated marketing, tourism retail, scenic area operations)[30] II. Discussion and Analysis of Operating Performance This section analyzes the operating status of the company's main business segments, including internet digital marketing, cross-border e-commerce, and tourism destination, summarizing overall performance and highlighting the strategic importance of the major asset restructuring of Runtian Industrial - The company continues to pursue a development strategy guided by party building, market value-oriented, performance-driven, business-supported, mechanism-powered, synergy-focused, and organization-guaranteed, to build a new pattern of sustainable development for the listed company[31] - Internet digital marketing business (Xinxian Zhongshi) achieved slight profitability in H1 by leveraging key client potential, expanding mid-tier and non-gaming client resources, and broadening marketing channels to enhance risk resistance[31][32][33][34] - 'Cross-border e-commerce' business (Haijigou Company) focuses on over a hundred well-known overseas brands, expanding sales channels like JD, Tmall, and Douyin, and developing a 'bonded display + online transaction' new retail model, with steadily increasing sales[34][35] - Tourism destination business is no longer a primary business segment for expansion; significant loss reduction was achieved by downsizing teams and controlling labor costs, with plans to divest scenic area investment and operation businesses[35] - The company achieved operating revenue of 194.33 million yuan in H1, largely flat year-on-year; net profit attributable to shareholders was a loss of 16.12 million yuan, with the loss decreasing by 1.09 million yuan year-on-year[35] - In May, the company initiated a major asset restructuring of Runtian Industrial, planning to inject packaged drinking water business, aiming to form a business layout with packaged drinking water as the core and internet digital marketing and cross-border e-commerce as two wings, enhancing profitability[36] III. Analysis of Core Competencies During the Reporting Period This section analyzes the company's three core competencies: content creation and integrated marketing, cross-border e-commerce business, and state-owned major shareholder resources, which collectively support its market development - Subsidiary Xinxian Zhongshi leverages its understanding of Gen Z's cultural consumption, deeply cultivates ACG culture, provides marketing solutions through 'content + traffic + conversion,' and expands its multi-platform self-media resource library[38] - Haijigou Company, as a Jiangxi state-owned cross-border e-commerce service platform, has established strategic partnerships with over a hundred renowned overseas brands and operates nearly twenty cross-border stores on mainstream online platforms, forming a solid supply channel barrier[38] - As the sole listed tourism enterprise under Jiangxi Changlv Group, the company fully utilizes the background and resource advantages of its state-owned major shareholder to enhance operating performance and company value[39] IV. Key Operating Performance During the Reporting Period This section analyzes changes in financial statement items, detailing reasons for variations in operating revenue, costs, expenses, and cash flow, and assessing the company's asset and liability status Analysis of Major Financial Statement Item Changes | Item | Current Period Amount (yuan) | Prior Year Period Amount (yuan) | Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 194,334,652.08 | 200,282,307.20 | -2.97 | No significant change in market environment and business situation | | Operating Costs | 177,031,423.85 | 186,920,688.98 | -5.29 | Increased proportion of revenue from high-margin products and projects | | Selling Expenses | 5,624,566.26 | 4,424,582.49 | 27.12 | Actively expanding new clients, increased investment in business development | | Administrative Expenses | 16,293,895.24 | 17,069,126.09 | -4.54 | Quality improvement, efficiency enhancement, and cost reduction measures | | Finance Expenses | 6,964,838.04 | 6,574,054.64 | 5.94 | Increased exchange losses for subsidiary Haijigou | | Net Cash Flow from Operating Activities | -63,975,262.24 | -3,998,856.09 | Not applicable | Decreased cash received from sales of goods and services by subsidiary Xinxian Zhongshi | | Net Cash Flow from Financing Activities | 76,600,666.55 | -21,102,358.67 | Not applicable | New loan of 50 million yuan from Jianglv Group | Changes in Assets and Liabilities | Item Name | Current Period End Amount (yuan) | Proportion of Total Assets at Period End (%) | Prior Year End Amount (yuan) | Proportion of Total Assets at Prior Year End (%) | YoY Change in Amount at Period End (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 54,974,505.46 | 11.15 | 42,824,702.94 | 10.07 | 28.37 | | Accounts Receivable | 139,652,275.09 | 28.33 | 88,394,225.71 | 20.79 | 57.99 | | Inventories | 35,436,652.23 | 7.19 | 26,160,264.35 | 6.15 | 35.46 | | Short-Term Borrowings | 288,954,904.94 | 58.63 | 253,608,923.58 | 59.65 | 13.94 | | Total Assets | 492,871,140.10 | 100.00 | 425,130,680.55 | 100.00 | 15.93 | - Overseas assets totaled 8,848,884.73 yuan, accounting for 1.80% of total assets[46] - The main restricted asset at period-end was a tourism deposit of 250,000 yuan[48] IV. Investment Status Analysis This section primarily discloses the progress of the company's major asset restructuring of Runtian Industrial, aimed at optimizing business structure and enhancing profitability and sustainable operating capacity - On May 28, 2025, the company initiated a major asset restructuring of Runtian Industrial, planning to inject packaged drinking water business[50] - Runtian Industrial primarily engages in the production and sale of purified and mineral water, with strong profitability, healthy operating cash flow, and significant market potential[50] - Upon completion of this transaction, the company will form a business layout with packaged drinking water as the core and internet digital marketing and cross-border e-commerce as two wings[50] - The restructuring work is progressing in an orderly manner, but its final implementation is uncertain, and investors are advised to be aware of the risks[51] VI. Analysis of Major Holding and Participating Companies This section lists financial data for the company's major holding subsidiaries and mentions plans to divest scenic area investment and operation businesses Financial Data of Major Subsidiaries (H1 2025) | Company Name | Company Type | Main Business | Registered Capital (10,000 yuan) | Total Assets (10,000 yuan) | Net Assets (10,000 yuan) | Operating Revenue (10,000 yuan) | Operating Profit (10,000 yuan) | Net Profit (10,000 yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Beijing Xinxian Zhongshi Cultural Communication Co., Ltd. | Subsidiary | Advertising Marketing | 1,000.00 | 20,896.34 | 4,546.67 | 15,446.15 | 160.85 | 95.78 | | Jiangxi CITS United Cultural Tourism Co., Ltd. | Subsidiary | Tourism Services | 2,000.00 | 3,180.78 | -505.57 | 614.06 | -448.91 | -451.33 | | CITS United Outdoor Cultural Tourism Development Co., Ltd. | Subsidiary | Tourism Services | 7,000.00 | 725.93 | -610.45 | 640.44 | -33.76 | -33.80 | | Jiangxi Haijigou Import and Export Co., Ltd. | Subsidiary | Cross-border E-commerce | 5,000.00 | 9,016.84 | 4,138.33 | 2,722.69 | -73.86 | -71.03 | - The company plans to divest its scenic area investment and operation businesses by selling 100% equity of Jiangxi Guogui Cultural Tourism Development Co., Ltd.[53] V. Other Disclosure Matters This section discloses five major risks the company may face: intensified market competition, accounts receivable recovery, loss of key management personnel, customer and supplier concentration, and exchange rate fluctuations, along with corresponding countermeasures - The company faces intensified market competition risk and will enhance core competitiveness through capital-driven and innovation-led strategies[54] - Accounts receivable constitute a high proportion of total assets, posing recovery risks; the company will intensify collection efforts, transform business models, and strengthen risk management[54] - Subsidiary Xinxian Zhongshi faces risks of key management personnel loss and high customer/supplier concentration; it will transform business models, improve appraisal mechanisms, optimize business structure, and expand client and media resources[54] - Subsidiary Haijigou's cross-border e-commerce business is primarily settled in USD, facing exchange rate fluctuation risks; the company will establish exchange rate risk management objectives[55] Corporate Governance, Environment, and Society I. Changes in Directors, Supervisors, and Senior Management This section discloses changes in the company's directors, supervisors, and senior management during the reporting period, including the dismissal and appointment of independent directors, and the resignation and appointment of the chief financial officer - Independent directors Huang Xinjian and Zhang Wangxia resigned after serving for 6 years, and Hu Dali and Xie Fengjun were appointed as new independent directors[58] - Deputy General Manager and CFO Shi Lei resigned due to work changes, and Li Wencai was appointed as the company's CFO[59] II. Profit Distribution or Capital Reserve Capitalization Plan This section states that the company will not undertake profit distribution or capital reserve capitalization for the semi-annual period - The company's proposed semi-annual profit distribution or capital reserve capitalization plan is 'none,' meaning no distribution or capitalization[60] Significant Matters I. Fulfillment of Commitments This section discloses the fulfillment of commitments by the company's actual controller, shareholders, and the company itself during or continuing into the reporting period, mainly concerning resolving horizontal competition, regulating related party transactions, maintaining listed company independence, and commitments related to major asset restructuring - Jiangxi Tourism Group Co., Ltd. committed to resolving horizontal competition, regulating related party transactions, and maintaining the listed company's independence, all commitments have been timely and strictly fulfilled[64][66][67][68][69][70] - The company itself committed to actively exploring equity incentive and employee stock ownership plans and strengthening investor relations management, which have been timely and strictly fulfilled[64][65] - For the major asset restructuring of Runtian Industrial, the listed company and its directors, supervisors, senior management, Jiangxi Changlv Group, and other relevant parties issued necessary commitments[65] VII. Major Litigation and Arbitration Matters This section details multiple major litigation and arbitration matters involving the company during the reporting period, including disputes with former actual controllers and executives over company interests, contract disputes, and equity transfer disputes, with updates on case progress and judgment enforcement - In the company's lawsuit against former actual controller Wang Chunfang, Xiamen Contemporary Tourism Resources Development Co., Ltd., and others for harming company interests, the court ordered the defendants to return company seals and documents, dismissed other claims, and the enforcement has been concluded[72][73] - In the company's contract dispute lawsuit against Luo Hansheng, Zhao Liwei, and others, the court ordered the defendants to pay 13 million yuan plus liquidated damages, and the enforcement process is currently being resumed[77] - In subsidiary CITS Outdoor's contract dispute lawsuit against Nanjing Chunpu Tourism Development Co., Ltd. and others, the court ordered the defendants to return prepayments and profits, pay liquidated damages, and granted priority repayment rights over relevant equity and operating rights; the case is currently under enforcement[78][79] - In subsidiary Xinxian Zhongshi's service contract dispute lawsuit against Wuhan Dianzhiyou Network Technology Co., Ltd. and others, the court ordered the defendants to pay service fees, liquidated damages, and attorney fees, with partial enforcement funds already received[81][82] - In Chongqing Puyi Enterprise Management Co., Ltd.'s equity transfer dispute lawsuit against Beijing Xinxian Zhongshi Cultural Communication Co., Ltd., equity industrial and commercial change registration has been completed through mediation, and the case has been fully enforced[83] - The company's lawsuit against Beijing Badaling Wildlife World Co., Ltd. for company resolution revocation is currently under trial[84] VIII. Listed Company, Directors, Supervisors, Senior Management, Controlling Shareholders, and Actual Controllers Suspected of Violations, Penalties, and Rectification This section discloses administrative penalties imposed by the Jiangxi Regulatory Bureau of the China Securities Regulatory Commission on the company and relevant responsible persons for information disclosure violations, and outlines the rectification measures taken by the company - The company was ordered to rectify, warned, and fined 2 million yuan by the Jiangxi Regulatory Bureau of the China Securities Regulatory Commission for information disclosure violations[85] - Former Chairman Zeng Shaoxiong, former Director and General Manager Peng Cheng, and CFO Shi Lei were each warned and fined 600,000 yuan, 500,000 yuan, and 500,000 yuan respectively[85] - The company has retrospectively adjusted prior period financial data and strengthened training on laws, regulations, and accounting standards to improve standardized operations[85][86] X. Major Related Party Transactions This section discloses the company's estimated and actual daily related party transactions during the reporting period, as well as the progress of major related party transactions such as asset acquisitions and equity sales, including the major asset restructuring of Runtian Industrial and debt transfer matters Estimated and Actual Daily Related Party Transactions for 2025 | Related Party Transaction Type | Related Party | Estimated Amount for 2025 (10,000 yuan) | Actual Amount for 2025 (10,000 yuan) | | :--- | :--- | :--- | :--- | | Sales of products/goods to related parties | Jiangxi Tourism Group Co., Ltd. and its controlled enterprises | 100.00 | 0.58 | | Provision of services to related parties | Jiangxi Tourism Group Co., Ltd. and its controlled enterprises | 100.00 | 22.58 | | Acceptance of entrusted sales of products/goods from related parties | Jiangxi Tourism Group Co., Ltd. and its controlled enterprises | 50.00 | 0.00 | | Acceptance of services from related parties | Jiangxi Tourism Group Co., Ltd. and its controlled enterprises | 500.00 | 103.02 | | Other | Jiangxi Tourism Group Co., Ltd. and its controlled enterprises | 50.00 | 0.00 | - The company initiated a major asset restructuring of Runtian Industrial, planning to inject packaged drinking water business, aiming to optimize business structure and enhance profitability[89][90] - The company transferred the receivable related to Xinxian Zhongshi's performance compensation from Yiwei Investment to Jianglv Group for 37.24 million yuan through a non-public agreement, with partial transfer payments received[90] - The company's Board of Directors approved the proposal to sell 100% equity of Jiangxi Guogui Cultural Tourism Development Co., Ltd., which will divest scenic area investment and operation businesses upon equity transfer completion[91] XI. Major Contracts and Their Fulfillment This section primarily discloses major guarantees performed and unfulfilled during the reporting period, indicating a high proportion of the company's guarantee balance to net assets for its subsidiaries Total Company Guarantees (Including Guarantees for Subsidiaries) | Indicator | Amount (yuan) | | :--- | :--- | | Total guarantees for subsidiaries incurred during the reporting period | 49,000,000.00 | | Total guarantee balance for subsidiaries at period-end (B) | 108,658,446.20 | | Total guarantees (A+B) | 108,658,446.20 | | Proportion of total guarantees to company's net assets (%) | 156.51 | | Debt guarantee amount provided directly or indirectly for guaranteed parties with asset-liability ratio exceeding 70% (D) | 68,000,000.00 | | Amount of total guarantees exceeding 50% of net assets (E) | 73,946,526.07 | | Total of the above three guarantee amounts (C+D+E) | 141,946,526.07 | Share Changes and Shareholder Information I. Share Capital Change This section states that the company's total share capital and equity structure remained unchanged during the reporting period - During the reporting period, the company's total share capital and equity structure remained unchanged[97] II. Shareholder Information This section discloses the total number of common shareholders, the top ten shareholders, and the top ten unrestricted shareholders at the end of the reporting period, including shareholding quantity, proportion, share status, and shareholder nature - As of the end of the reporting period, the total number of common shareholders was 28,292[98] Top Ten Shareholders' Shareholding at Period End | Shareholder Name | Shares Held at Period End (shares) | Proportion (%) | Share Status | Quantity (shares) | Shareholder Nature | | :--- | :--- | :--- | :--- | :--- | :--- | | Jiangxi Tourism Group Co., Ltd. | 98,803,000 | 19.57 | Pledged | 30,000,000 | State-owned Legal Person | | Sichuan Trust Co., Ltd. - Wenhuitong No. 1 Bond Investment Collective Fund Trust Plan | 25,250,726 | 5.00 | None | | Other | | Nanchang Jianglv Asset Management Co., Ltd. | 23,875,934 | 4.73 | None | | State-owned Legal Person | | Hangzhou Zhijiang Development General Company | 11,392,273 | 2.26 | None | | State-owned Legal Person | | Nanjing Jiangning State-owned Assets Management Group Co., Ltd. | 8,732,290 | 1.73 | None | | State-owned Legal Person | | Li Ximing | 7,774,500 | 1.54 | None | | Domestic Natural Person | | Shanghai Grand World (Group) Company | 5,904,685 | 1.17 | None | | State-owned Legal Person | | Yan Cheng | 3,758,800 | 0.74 | None | | Domestic Natural Person | | Li Yanrui | 3,000,000 | 0.59 | None | | Domestic Natural Person | | Gong Guofeng | 3,000,000 | 0.59 | None | | Domestic Natural Person | | Chen Lihong | 3,000,000 | 0.59 | None | | Domestic Natural Person | - Jiangxi Tourism Group Co., Ltd. is the company's controlling shareholder, holding a combined direct and indirect total of 24.30% of the company's total share capital[102][131] Bond-Related Information I. Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments This section states that the company has no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments - The company has no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments[105] II. Convertible Corporate Bonds This section states that the company has no convertible corporate bonds - The company has no convertible corporate bonds[105] Financial Report I. Audit Report This section states that the company's semi-annual report has not been audited - This semi-annual report has not been audited[6] II. Financial Statements This section provides the company's H1 2025 consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, comprehensively presenting its financial position, operating results, and cash flow Key Data from Consolidated Balance Sheet (June 30, 2025) | Item | June 30, 2025 (yuan) | December 31, 2024 (yuan) | | :--- | :--- | :--- | | Total Assets | 492,871,140.10 | 425,130,680.55 | | Total Liabilities | 423,447,299.84 | 332,980,043.52 | | Total Owners' Equity Attributable to Parent Company | 61,820,090.50 | 84,692,180.24 | Key Data from Consolidated Income Statement (Jan-Jun 2025) | Item | H1 2025 (yuan) | H1 2024 (yuan) | | :--- | :--- | :--- | | Total Operating Revenue | 194,334,652.08 | 200,282,307.20 | | Operating Profit | -13,355,350.89 | -15,100,799.52 | | Net Profit | -15,977,875.23 | -17,865,149.26 | | Net Profit Attributable to Parent Company Shareholders | -16,123,168.20 | -17,216,326.69 | | Basic Earnings Per Share (yuan/share) | -0.0319 | -0.0341 | Key Data from Consolidated Cash Flow Statement (Jan-Jun 2025) | Item | H1 2025 (yuan) | H1 2024 (yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -63,975,262.24 | -3,998,856.09 | | Net Cash Flow from Investing Activities | -441,975.68 | -1,167,887.52 | | Net Cash Flow from Financing Activities | 76,600,666.55 | -21,102,358.67 | | Net Increase in Cash and Cash Equivalents | 12,149,802.52 | -26,128,529.22 | III. Company Basic Information This section introduces the company's registration date, total share capital, changes in registered address and company name, business nature, and main operating activities, clarifying its industry as business services, primarily internet digital marketing, tourism destination investment/development/operation, and cross-border e-commerce - The company was registered on December 29, 1998, with a total share capital of 504.93666 million shares[136] - The company's registered address changed to Honggutan District, Nanchang City, Jiangxi Province on August 19, 2022, and its name changed to China Travel Culture Investment Group Co., Ltd. on January 17, 2023[136] - The company's industry is business services, with main operating activities including internet digital marketing, tourism destination investment, development and operation, and cross-border e-commerce businesses[137] IV. Basis of Financial Statement Preparation This section states that the company's financial statements are prepared on a going concern basis, with no significant doubts about its ability to continue as a going concern - The company's financial statements are prepared on a going concern basis[138] - There are no matters or circumstances that cast significant doubt on the company's ability to continue as a going concern for 12 months from the end of the reporting period[139] V. Significant Accounting Policies and Estimates This section details the company's significant accounting policies and estimates, including accounting standards, financial instruments, receivables, inventories, fixed assets, revenue, government grants, and deferred taxes - The company's financial statements comply with enterprise accounting standards, accurately and completely reflecting its financial position[140] - The accounting year is from January 1 to December 31, and the operating cycle is 12 months[141][142] - The criterion for significant non-wholly-owned subsidiaries is operating revenue exceeding 50% of consolidated operating revenue[144] - Business combinations are classified as under common control or not under common control, measured at the book value share of net assets and fair value, respectively[145][146] - The scope of consolidated financial statements is determined based on control, with unified accounting policies and periods[147][150] - Financial assets are classified into three categories: measured at amortized cost, measured at fair value with changes recognized in other comprehensive income, and measured at fair value with changes recognized in profit or loss[155][157][158] - Accounts receivable and long-term receivables are grouped by credit risk characteristics for impairment provision, using the aging analysis method[167][168][171] - Inventories primarily include merchandise inventory, revolving materials, and goods in transit, valued using weighted average and FIFO methods, with impairment provisions based on the lower of cost and net realizable value[173][174] - Long-term equity investments in subsidiaries are accounted for using the cost method, while those in joint ventures and associates use the equity method[181][182] - Fixed assets are depreciated using the straight-line method, with depreciation periods and residual value rates determined by asset category[190] - Revenue is recognized when customers obtain control of related goods or services, recognized over time or at a point in time based on the type of performance obligation[205][206][207][208] - Government grants are classified as asset-related or income-related, recognized as deferred income or directly in profit or loss, respectively[209][210] - Deferred income tax assets and liabilities are recognized based on differences between the carrying amounts and tax bases of assets and liabilities[211][212][213] - As a lessee, right-of-use assets and lease liabilities are recognized; as a lessor, leases are classified as finance leases or operating leases[214][216][217][218] VI. Taxation This section discloses the company's main tax categories and rates, including VAT, urban maintenance and construction tax, education surcharge, local education surcharge, and corporate income tax, along with applicable tax incentives Main Tax Categories and Rates | Tax Category | Tax Base | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax (VAT) | Sales of goods and taxable services income | 3%, 5%, 6%, 13% | | Urban Maintenance and Construction Tax | Actual VAT paid | 5%, 7% | | Education Surcharge | Actual VAT paid | 3% | | Local Education Surcharge | Actual VAT paid | 2% | | Corporate Income Tax | Taxable income | 8.25%, 20%, 25% | - Some of the company's subsidiaries enjoy VAT exemption or a reduced 1% levy for small-scale taxpayers[221] - For small low-profit enterprises, the portion of annual taxable income not exceeding 1 million yuan is included in taxable income at 25% and subject to a 20% corporate income tax rate[221] - Some of the company's subsidiaries enjoy a 50% reduction or 100% exemption from cultural construction fees[222] VII. Notes to Consolidated Financial Statement Items This section provides detailed notes on major consolidated financial statement items, including cash, receivables, inventories, fixed assets, goodwill, borrowings, payables, revenue, costs, and cash flow, with period-end balances and changes Composition of Cash and Bank Balances (June 30, 2025) | Item | Period-End Balance (yuan) | Beginning-of-Period Balance (yuan) | | :--- | :--- | :--- | | Cash on Hand | 2,645.00 | 920.00 | | Bank Deposits | 54,349,748.15 | 42,265,360.33 | | Other Cash and Bank Balances | 622,112.31 | 558,422.61 | | Total | 54,974,505.46 | 42,824,702.94 | - Period-end overseas deposits totaled 7,918,856.43 yuan; other cash and bank balances include securities account funds, Alipay balance, and tourism deposits[224] Aging Analysis of Accounts Receivable (June 30, 2025) | Aging | Period-End Book Balance (yuan) | Beginning-of-Period Book Balance (yuan) | | :--- | :--- | :--- | | Within 1 year | 136,858,901.87 | 82,217,737.60 | | 1-2 years | 1,286,955.09 | 6,798,742.32 | | 2-3 years | 17,698,212.64 | 16,908,371.13 | | Over 5 years | 6,283,044.12 | 6,304,907.74 | | Total | 167,300,647.44 | 112,610,861.73 | - The period-end balance of allowance for doubtful accounts for accounts receivable was 27,648,372.35 yuan, with 25,938,020.28 yuan individually provided and 1,710,352.07 yuan collectively provided[228] Other Receivables Classified by Nature of Payment (June 30, 2025) | Nature of Payment | Period-End Book Balance (yuan) | Beginning-of-Period Book Balance (yuan) | | :--- | :--- | :--- | | Deposits and Guarantees | 3,576,695.37 | 2,979,956.14 | | Employee Petty Cash | 827,858.45 | 349,111.27 | | Other Intercompany Payables/Receivables | 355,340,294.59 | 356,189,222.56 | | Total | 359,744,848.41 | 359,518,289.97 | - The period-end balance of allowance for doubtful accounts for other receivables was 323,181,887.62 yuan[245] Inventory Classification (June 30, 2025) | Item | Book Balance (yuan) | Inventory Impairment Provision (yuan) | Book Value (yuan) | | :--- | :--- | :--- | :--- | | Merchandise Inventory | 32,300,688.64 | 1,018,632.50 | 31,282,056.14 | | Goods in Transit | 4,150,875.89 | 0.00 | 4,150,875.89 | | Revolving Materials | 3,720.20 | 0.00 | 3,720.20 | | Total | 36,455,284.73 | 1,018,632.50 | 35,436,652.23 | - Goodwill's original book value was 92,205,808.22 yuan, with goodwill impairment provision of 73,743,844.22 yuan[283][285] Short-Term Borrowings Classification (June 30, 2025) | Item | Period-End Balance (yuan) | Beginning-of-Period Balance (yuan) | | :--- | :--- | :--- | | Guaranteed Loans | 108,658,446.20 | 93,300,000.00 | | Credit Loans | 180,000,000.00 | 160,000,000.00 | | Interest Payable | 296,458.74 | 308,923.58 | | Total | 288,954,904.94 | 253,608,923.58 | Operating Revenue and Operating Costs (Jan-Jun 2025) | Item | Revenue (yuan) | Cost (yuan) | | :--- | :--- | :--- | | Main Business | 194,146,876.41 | 176,980,689.60 | | Other Businesses | 187,775.67 | 50,734.25 | | Total | 194,334,652.08 | 177,031,423.85 | Reconciliation of Net Cash Flow from Operating Activities (Jan-Jun 2025) | Supplementary Information | Current Period Amount (yuan) | Prior Period Amount (yuan) | | :--- | :--- | :--- | | Net Profit | -15,977,875.23 | -17,865,149.26 | | Add: Asset impairment provisions | 65,548.85 | 147,133.59 | | Credit impairment losses | 3,827,265.91 | 298,272.47 | | Depreciation of fixed assets, depletion of oil and gas assets, depreciation of productive biological assets | 1,782,849.30 | 1,858,932.89 | | Amortization of right-of-use assets | 1,417,235.70 | 1,050,763.38 | | Amortization of intangible assets | 12,293.28 | 9,866.55 | | Amortization of long-term prepaid expenses | 2,353,182.71 | 2,396,088.86 | | Finance expenses | 6,894,300.93 | 6,929,707.25 | | Decrease in deferred income tax assets (increase indicated by '-') | -1,323,519.99 | -303,702.57 | | Increase in deferred income tax liabilities (decrease indicated by '-') | 457,457.30 | 417,804.81 | | Decrease in inventories (increase indicated by '-') | -9,089,190.55 | 695,449.23 | | Decrease in operating receivables (increase indicated by '-') | -57,860,278.20 | 36,896,510.17 | | Increase in operating payables (decrease indicated by '-') | 3,465,467.75 | -36,530,533.46 | | Net cash flow from operating activities | -63,975,262.24 | -3,998,856.09 | X. Equity in Other Entities This section details the company's corporate group structure, including the main operating locations, registered capital, business nature, and shareholding percentages of each subsidiary, and discloses financial information for significant non-wholly-owned subsidiaries Composition of Corporate Group | Subsidiary Name | Main Operating Location | Registered Capital (yuan) | Business Nature | Shareholding Proportion (%) (Direct) | Acquisition Method | | :--- | :--- | :--- | :--- | :--- | :--- | | CITS United Outdoor Cultural Tourism Development Co., Ltd. | Xiamen City | 7,000.00 | Culture and Sports Investment | 100.00 | Acquired through establishment or investment | | CITS United (Hong Kong) Investment Co., Ltd. | Hong Kong | 3,103.11 | Investment Management | 100.00 | Acquired through establishment or investment | | Beijing Xinxian Zhongshi Cultural Communication Co., Ltd. | Beijing City | 1,000.00 | Advertising Marketing | 85.93 | Acquired through purchase and capital increase | | Jiangxi CITS United Cultural Tourism Co., Ltd. | Nanchang City | 2,000.00 | Tourism Services | 100.00 | Acquired through establishment or investment | | Jiangxi Haijigou Import and Export Co., Ltd. | Nanchang | 5,000.00 | Trade | 100.00 | Business combination under common control | Key Financial Information of Significant Non-Wholly-Owned Subsidiary (Beijing Xinxian Zhongshi Cultural Communication Co., Ltd.) | Item | Period-End Balance (yuan) | Beginning-of-Period Balance (yuan) | | :--- | :--- | :--- | | Current Assets | 194,804,431.03 | 161,857,166.95 | | Non-Current Assets | 14,158,927.73 | 10,259,690.61 | | Total Assets | 208,963,358.76 | 172,116,857.56 | | Current Liabilities | 161,276,406.72 | 127,428,440.67 | | Non-Current Liabilities | 2,220,282.22 | 179,550.29 | | Total Liabilities | 163,496,688.94 | 127,607,990.96 | | Operating Revenue | 154,461,495.35 | 164,803,670.56 | | Net Profit | 957,803.22 | -2,751,281.15 | | Total Comprehensive Income | 957,803.22 | -2,751,281.15 | | Cash Flow from Operating Activities | -30,309,664.57 | 26,258,038.66 | XI. Government Grants This section discloses government grants recognized as receivables at the end of the reporting period, along with liability items involving government grants and the amount of government grants recognized in current profit or loss Liability Items Involving Government Grants (June 30, 2025) | Financial Statement Item | Beginning-of-Period Balance (yuan) | New Grants Added This Period (yuan) | Recognized in Other Income This Period (yuan) | Period-End Balance (yuan) | Asset/Income Related | | :--- | :--- | :--- | :--- | :--- | :--- | | Deferred Income | 8,000,000.00 | 0.00 | 0.00 | 8,000,000.00 | Income Related | | Deferred Income | 0.00 | 240,000.00 | 24,000.00 | 216,000.00 | Asset Related | | Total | 8,000,000.00 | 240,000.00 | 24,000.00 | 8,216,000.00 | / | Government Grants Recognized in Current Profit or Loss (Jan-Jun 2025) | Type | Amount Incurred This Period (yuan) | Amount Incurred Prior Period (yuan) | | :--- | :--- | :--- | | Asset Related | 24,000.00 | 0.00 | | Income Related | 2,157,973.60 | 90,000.00 | | Total | 2,181,973.60 | 90,000.00 | XIII. Disclosure of Fair Value This section discloses the period-end fair value of the company's assets and liabilities measured at fair value, primarily involving other equity instrument investments, and explains the basis for determining market prices of Level 1 fair value measurement items Period-End Fair Value of Assets and Liabilities Measured at Fair Value (June 30, 2025) | Item | Level 1 Fair Value Measurement (yuan) | Level 2 Fair Value Measurement (yuan) | Level 3 Fair Value Measurement (yuan) | Total (yuan) | | :--- | :--- | :--- | :--- | :--- | | Other Equity Instrument Investments | 0.00 | 3,442,718.03 | 45,466,074.55 | 48,908,792.58 | | Total Assets Continuously Measured at Fair Value | 0.00 | 3,442,718.03 | 45,466,074.55 | 48,908,792.58 | - The basis for determining market prices of continuous and non-continuous Level 1 fair value measurement items is the closing price in an active market[380] XIV. Related Parties and Related Party Transactions This section details the company's parent company, subsidiaries, other related parties, and related party transactions during the reporting period, including purchases and sales of goods, provision and acceptance of services, related party leases, guarantees, and fund borrowings, along with outstanding related party receivables and payables - The company's controlling shareholder is Jiangxi Tourism Group Co., Ltd., and the ultimate controlling party is Jiangxi Provincial State-owned Assets Supervision and Administration Commission[382][383] - Jiangxi Tourism Group Co., Ltd. directly and indirectly holds a combined total of 24.30% of the company's total share capital[383] Related Party Transactions for Purchase of Goods/Acceptance of Services (Jan-Jun 2025) | Related Party | Related Party Transaction Content | Amount Incurred This Period (yuan) | | :--- | :--- | :--- | | Nanchang Hongzhouwan Tourism Development Co., Ltd. | Property Management Fees | 305,812.62 | | Jiangxi Tourism Development Group Co., Ltd. | Rent | 392,682.67 | | Jiangxi Benwuchen Tea Industry Co., Ltd. | Tea Purchase | 37,557.16 | | Jiangxi Tourism Group Qinlu Catering Development Co., Ltd. | Catering Expenses | 235,114.95 | Related Party Transactions for Sale of Goods/Provision of Services (Jan-Jun 2025) | Related Party | Related Party Transaction Content | Amount Incurred This Period (yuan) | | :--- | :--- | :--- | | Jiangxi Changlv Scenic Area Management Group Co., Ltd. | Lease Income | 545.10 | | Jiangxi Tourism Planning and Design Institute Co., Ltd. | Service Fees | 20,047.17 | | Jiangxi Ganyoutong International Travel Agency Co., Ltd. | Service Fees | 97,608.58 | Related Party Guarantees by the Company as Guarantor (June 30, 2025) | Guaranteed Party | Guaranteed Amount (yuan) | Guarantee Start Date | Guarantee End Date | Is Guarantee Fulfilled | | :--- | :--- | :--- | :--- | :--- | | Jiangxi Guogui Cultural Tourism Development Co., Ltd. | 2,000,000.00 | 2024/09/29 | 2025/09/28 | No | | Jiangxi Haijigou Import and Export Co., Ltd. | 10,000,000.00 | 2024/11/25 | 2025/11/24 | No | | Beijing Xinxian Zhongshi Cultural Communication Co., Ltd. | 10,000,000.00 | 2025/03/07 | 2026/03/06 | No | - The company borrowed 50 million yuan from Jiangxi Tourism Group Co., Ltd., with a start date of 2025/05/25 and an end date of 2026/05/24[393] - Key management personnel compensation incurred this period was 569,600 yuan[395] Receivables from Related Parties (June 30, 2025) | Item Name | Related Party | Period-End Book Balance (yuan) | Allowance for Doubtful Accounts (yuan) | | :--- | :--- | :--- | :--- | | Accounts Receivable | Jiangxi Ganyoutong International Travel Agency Co., Ltd. | 50,000.00 | 15,000.00 | | Prepayments | Xinlv Construction Group Co., Ltd. | 186,904.58 | 0.00 | | Other Receivables | Zhangshu Yiwei Investment Management Center (Limited Partnership) | 11,912,672.25 | 1,674,028.47 | | Other Receivables | Shanghai Hongyun Information Technology Co., Ltd. | 17,567,215.01 | 17,404,554.41 | Payables to Related Parties (June 30, 2025) | Item Name | Related Party | Period-End Book Balance (yuan) | | :--- | :--- | :--- | | Other Payables | Jiangxi Tourism Group Co., Ltd. | 50,239,047.10 | | Other Payables | Nanchang Hongzhouwan Tourism Development Co., Ltd. | 605,739.17 | XVIII. Other Significant Matters This section reiterates the progress of the company's major asset restructuring of Runtian Industrial, as well as related party transactions involving debt transfer and divestment of scenic area investment and operation businesses - On May 28, 2025, the company initiated a major asset restructuring of Runtian Industrial, planning to inject packaged drinking water business, aiming to optimize business structure and enhance profitability[402][403] - The company transferred the receivable related to Xinxian Zhongshi's performance compensation from Yiwei Investment to Jianglv Group for 37.24 million yuan through a non-public agreement, with partial transfer payments received[404] - The company's Board of Directors approved the proposal to sell 100% equity of Jiangxi Guogui Cultural Tourism Development Co., Ltd., which will divest scenic area investment and operation businesses upon equity transfer completion[404] XIX. Notes to Parent Company Financial Statement Items This section provides notes on major items in the parent company's financial statements, including other receivables, long-term equity investments, operating revenue, and operating costs, presenting period-end balances, beginning-of-period balances, current period changes, and related explanations Parent Company Other Receivables Item Listing (June 30, 2025) | Item | Period-End Balance (yuan) | Beginning-of-Period Balance (yuan) | | :--- | :--- | :--- | | Other Receivables | 247,087,502.97 | 208,173,181.45 | | Total | 247,087,502.97 | 208,173,181.45 | Parent Company Other Receivables Classified by Nature of Payment (June 30, 2025) | Nature of Payment | Period-End Book Balance (yuan) | Beginning-of-Period Book Balance (yuan) | | :--- | :--- | :--- | | Employee Petty Cash | 56,707.69 | 19,323.15 | | Other Intercompany Payables/Receivables | 480,286,655.99 | 441,409,245.16 | | Total | 480,343,363.68 | 441,428,568.31 | - The period-end balance of allowance for doubtful accounts for parent company other receivables was 233,255,860.71 yuan[412][414] Parent Company Investments in Subsidiaries (June 30, 2025) | Investee | Period-End Balance (Book Value) (yuan) | Impairment Provision Period-End Balance (yuan) | | :--- | :--- | :--- | | CITS United (Hong Kong) Investment Co., Ltd. | 31,031,085.00 | 0.00 | | Nanjing Yijin Hotel Management Co., Ltd. | 10,000,000.00 | 10,000,000.00 | | Beijing Xinxian Zhongshi Cultural Communication Co., Ltd. | 249,175,000.00 | 0.00 | | Jiangxi CITS United Cultural Tourism Co., Ltd. | 20,000,000.00 | 0.00 | | Jiangxi Haijigou Import and Export Co., Ltd. | 45,631,271.32 | 0.00 | | Total | 445,837,357.32 | 20,000,000.00 | Parent Company Operating Revenue and Operating Costs (Jan-Jun 2025) | Item | Revenue (yuan) | Cost (yuan) | | :--- | :--- | :--- | | Main Business | 76,900.46 | 41,344.00 | | Other Businesses | 595,960.16 | 309,435.30 | | Total | 672,860.62 | 350,779.30 | XX. Supplementary Information This section provides supplementary financial information, including a detailed statement of non-recurring gains and losses, and return on net assets and earnings per share Detailed Statement of Non-Recurring Gains and Losses for the Current Period (Jan-Jun 2025) | Item | Amount (yuan) | | :--- | :--- | | Disposal gains/losses on non-current assets | 16,302.59 | | Government grants recognized in current profit or loss | 2,181,973.60 | | Reversal of impairment provisions for receivables subject to individual impairment testing | 86,000.00 | | Other non-operating income and expenses apart from the above | -2,007,310.95 | | Less: Income tax impact | 165,100.15 | | Impact on minority interests (after tax) | 299,092.02 | | Total | -187,226.93 | Return on Net Assets and Earnings Per Share (Jan-Jun 2025) | Profit for the Reporting Period | Weighted Average Return on Net Assets (%) | Basic Earnings Per Share (yuan/share) | Diluted Earnings Per Share (yuan/share) | | :--- | :--- | :--- | :--- | | Net profit attributable to ordinary shareholders of the company | -22.01 | -0.0319 | -0.0319 | | Net profit attributable to ordinary shareholders of the company after deducting non-recurring gains and losses | -21.75 | -0.0316 | -0.0316 |