岩石股份(600696) - 2025 Q2 - 季度财报

Important Notice This section highlights critical information including director absences, profit distribution plans, forward-looking statement risks, and significant operational risks Absence of Directors Chairman Han Xiao is currently detained under criminal compulsory measures and unable to attend board meetings | Absent Director Position | Absent Director Name | Reason for Absence | Entrusted Person Name | | --- | --- | --- | --- | | Chairman | Han Xiao | Detained under criminal compulsory measures, unable to attend | None | Profit Distribution Plan The board of directors resolved not to propose a profit distribution or capital reserve conversion plan for the current reporting period - The profit distribution plan or capital reserve conversion plan for this reporting period is "No"[5] Forward-Looking Statements Risk Disclaimer Statements regarding future plans in the semi-annual report are uncertain and do not constitute a substantive commitment to investors - Statements regarding future plans in the company's semi-annual report are uncertain and do not constitute a substantive commitment to investors, who are advised to note investment risks[5] Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties There were no non-operating funds occupied by the controlling shareholder or other related parties during the reporting period - There were no non-operating funds occupied by the controlling shareholder or other related parties[6] External Guarantees Provided in Violation of Decision-Making Procedures No external guarantees were provided in violation of decision-making procedures during the reporting period - There were no external guarantees provided in violation of decision-making procedures[6] Inability of More Than Half of Directors to Guarantee Report Authenticity There was no situation where more than half of the directors could not guarantee the authenticity, accuracy, and completeness of the semi-annual report - There was no situation where more than half of the directors could not guarantee the authenticity, accuracy, and completeness of the company's disclosed semi-annual report[6] Significant Risk Warning The company has detailed various operational risks in this report, advising investors to review the "Section III, V. Other Disclosure Matters" for related statements - The company has detailed various risks it may face in its production and operations in this report; investors are advised to refer to the relevant statements in "Section III, V. Other Disclosure Matters"[6] Definitions This section defines common terms used in the report, including the reporting period, company names, and key subsidiaries Definitions of Common Terms Common terms used in the report are defined, covering the reporting period, company names, and major subsidiaries - The reporting period refers to January 1, 2025 - June 30, 2025[14] - Company, Yanshi Co., Guijiu Co. all refer to Shanghai Guijiu Co., Ltd.[14] - Listed names of several subsidiaries and related parties including Guijiu Development, Shanghai Zhiyunming, Huabao Trust, and Gaojiang Wine Industry[14] Company Profile and Key Financial Indicators This section provides an overview of the company's basic information, contact details, stock profile, and key financial performance indicators Company Information The company's Chinese name is Shanghai Guijiu Co., Ltd., abbreviated as *ST Yan Shi, with Zhu Nuo as its legal representative | Company's Chinese Name | Shanghai Guijiu Co., Ltd. | | --- | --- | | Company's Chinese Abbreviation | *ST Yan Shi | | Company's Legal Representative | Zhu Nuo | Contact Person and Contact Information The company's Board Secretary is Han Xiao, Securities Affairs Representative is Yao Qianyu, with contact address in Renhuai City, Guizhou Province | | Board Secretary | Securities Affairs Representative | | --- | --- | --- | | Name | Han Xiao | Yao Qianyu | | Contact Address | Guizhou Gaojiang Wine Industry Co., Ltd., Rongchangba Production Area No. 1, Renhuai City, Zunyi City, Guizhou Province, Famous Wine Industrial Park | Guizhou Gaojiang Wine Industry Co., Ltd., Rongchangba Production Area No. 1, Renhuai City, Zunyi City, Guizhou Province, Famous Wine Industrial Park | - Company phone and fax are both 0851-22292688, and email is IRM600696@163.com[15] Overview of Basic Information Changes The company's registered address is in Shanghai, with its office address in Renhuai City, Guizhou Province, and its website is www.sh600696.com | Company Registered Address | No. 1, Lane 65, Hufa Road, Nanqiao Town, Fengxian District, Shanghai | | --- | --- | | Company Office Address | Guizhou Gaojiang Wine Industry Co., Ltd. (Chaofangao Group, Yuping Community, Maotai Town, Renhuai City), Rongchangba Production Area No. 1, Renhuai City, Zunyi City, Guizhou Province, Famous Wine Industrial Park | | Company Website | www.sh600696.com | | Email Address | IRM600696@163.com | Overview of Information Disclosure and Document Storage Location Changes The company's designated newspapers for information disclosure are China Securities Journal, Shanghai Securities News, and Securities Times, with the semi-annual report available on www.sse.com.cn | Name of Designated Information Disclosure Newspapers | "China Securities Journal", "Shanghai Securities News", "Securities Times" | | --- | --- | | Website Address for Semi-Annual Report Publication | www.sse.com.cn | | Company's Semi-Annual Report Storage Location | Guizhou Gaojiang Wine Industry Co., Ltd. (Chaofangao Group, Yuping Community, Maotai Town, Renhuai City), Rongchangba Production Area No. 1, Renhuai City, Zunyi City, Guizhou Province, Famous Wine Industrial Park | Company Stock Overview The company's A-shares are listed on the Shanghai Stock Exchange under the ticker *ST Yan Shi (600696) | Stock Type | Stock Exchange | Stock Abbreviation | Stock Code | Previous Stock Abbreviation | | --- | --- | --- | --- | --- | | A-share | Shanghai Stock Exchange | *ST Yan Shi | 600696 | Yanshi Co. | Company's Key Accounting Data and Financial Indicators The company's operating revenue significantly decreased by 85.22% year-on-year, net loss attributable to shareholders narrowed by 12.41%, and net cash flow from operating activities turned positive Key Accounting Data In H1 2025, operating revenue was CNY 28.25 million, down 85.22%; net loss attributable to shareholders was CNY 67.77 million, narrowing by 12.41%; net cash flow from operating activities was CNY 6.32 million, compared to a negative CNY 59.71 million last year | Key Accounting Data | Current Period (Jan-Jun) (CNY) | Prior Year Period (CNY) | % Change from Prior Year Period | | --- | --- | --- | --- | | Operating Revenue | 28,249,559.01 | 191,120,109.34 | -85.22 | | Net Profit Attributable to Listed Company Shareholders | -67,766,813.07 | -77,377,605.13 | 12.41 | | Net Profit Attributable to Listed Company Shareholders Excluding Non-Recurring Gains and Losses | -41,336,993.02 | -78,394,053.86 | 47.27 | | Net Cash Flow from Operating Activities | 6,324,582.00 | -59,709,490.18 | Not Applicable | | Net Assets Attributable to Listed Company Shareholders | 331,503,321.00 | 399,270,134.07 | -16.97 | Key Financial Indicators Basic earnings per share was -CNY 0.2026, with loss narrowing by 12.41%; weighted average return on net assets was -18.55%, a decrease of 4.87 percentage points | Key Financial Indicators | Current Period (Jan-Jun) | Prior Year Period | % Change from Prior Year Period | | --- | --- | --- | --- | | Basic Earnings Per Share (CNY/share) | -0.2026 | -0.2313 | 12.41 | | Diluted Earnings Per Share (CNY/share) | -0.2026 | -0.2313 | 12.41 | | Basic Earnings Per Share Excluding Non-Recurring Gains and Losses (CNY/share) | -0.1236 | -0.2344 | 47.27 | | Weighted Average Return on Net Assets (%) | -18.55 | -13.68 | Decreased by 4.87 percentage points | | Weighted Average Return on Net Assets Excluding Non-Recurring Gains and Losses (%) | -11.31 | -13.86 | Increased by 2.55 percentage points | Non-Recurring Gains and Losses Items and Amounts Total non-recurring gains and losses for the period amounted to -CNY 26.43 million, primarily from non-current asset disposal, debt restructuring, and other non-operating income/expenses | Non-Recurring Gains and Losses Item | Amount (CNY) | | --- | --- | | Gains or losses from disposal of non-current assets, including the write-off portion of asset impairment provisions | 48,191.68 | | Government grants recognized in current profit or loss | 3,999.78 | | Gains or losses from debt restructuring | 393,846.81 | | Other non-operating income and expenses apart from the above | -36,432,377.86 | | Less: Income tax impact | -4,229,645.43 | | Minority interest impact (after tax) | -5,326,874.11 | | Total | -26,429,820.05 | Management Discussion and Analysis This section discusses the company's industry, business model, operational performance, core competencies, and significant risks faced during the reporting period Description of the Company's Industry and Main Business During the Reporting Period The baijiu industry faced deep adjustments in H1 2025 with declining sales, high inventory, and shifting consumer patterns, while the company maintained its traditional sauce-aroma baijiu production and diversified sales channels Description of the Company's Industry During the Reporting Period In H1 2025, the baijiu industry experienced deep adjustments with a 7.2% decline in output, reduced profits for 59.7% of distilleries, and an average inventory turnover of 900 days, while online channels presented growth opportunities - In the first half of 2025, the baijiu industry was in a deep adjustment period, characterized by a "triple overlay" of policy adjustments, consumption structure transformation, and inventory competition[27] - In the first quarter, baijiu output decreased by 7.2% year-on-year, with 59.7% of distilleries experiencing reduced operating profits, and the industry's average inventory turnover days reaching 900 days[27] - The revised "Regulations on Practicing Economy and Combating Waste by Party and Government Organs" expanded the scope of alcohol bans, forcing enterprises to shift towards civilian consumption scenarios such as weddings, banquets, and family drinking[28] - Online channels still present opportunities for development, with young consumer groups becoming the main drivers of online sales, and e-commerce platforms precisely targeting consumer demand through refined marketing, social media promotion, and big data analysis[29] Company's Current Baijiu Sales Business Model The company's baijiu sales model includes group buying, distributors, and online direct stores on platforms like Douyin, Tmall, and JD - The company has three sales models: group buying, distributors, and online direct stores[30] - Online direct stores include platforms such as Douyin, Tmall, and JD[30] Company's Baijiu Production Business Process Guijiu Distillery, located in Renhuai, Guizhou, uses local sorghum and adheres to the traditional "12987" sauce-aroma baijiu process, characterized by a long production cycle and high capital intensity - Gaojiang Wine Industry is located in the core production area of sauce-aroma baijiu, Renhuai City, Guizhou Province, using local high-quality sorghum as raw material[31] - The base liquor production cycle lasts one year, involving two feedings, one to seven distillation rounds, summarized as one production cycle per year, two feedings, nine steamings, eight fermentations, and seven liquor extractions[31] - Production is characterized by a long cycle and high capital intensity[31] Discussion and Analysis of Operations The company's performance continued to decline due to macroeconomic factors, financial pressure, legal issues involving the actual controller, and frozen shares, prompting management to focus on strategy, inventory reduction, customized products, online channels, litigation resolution, and cost control - The company's performance faces continuous downward pressure, influenced by factors such as slowing macroeconomic growth and tight capital chains for traditional distributors[33] - In the first half of the year, the baijiu industry's recovery fell short of expectations, the company faced financial pressure, was unable to fulfill rebates and returns, and reduced market investment[34] - Events such as the company's actual controller being subjected to compulsory criminal measures by public security organs and the controlling shareholder's and its concerted parties' shares being judicially frozen led to strained distributor relationships and a continuous decline in operating revenue[34] - The company is advancing a focus strategy, concentrating resources on core business areas, striving to ensure normal operations, and upholding the quality of sauce-aroma baijiu[34] - The company's core task in the first half of the year was inventory clearance and supplementing channel cash flow, launching an "inventory discount package sales plan" to destock slow-moving products[34] - In response to the contraction of government consumption, the company is focusing on B-end customer development, launching scenario-based customized products such as "corporate reception liquor" and "channel customized gift boxes"[35] - During the reporting period, the company increased its online channel presence, adding Pinduoduo and Douyin Mall flagship stores, establishing a "daily broadcast + special session" live streaming sales system, and expanding private domain traffic[35] - The company is actively handling lawsuits with banks and suppliers, resolving difficulties through proactive defense and seeking settlements[35] - Under tight financial conditions, the company is strengthening operational efficiency and cost control, streamlining its operational structure, and actively seeking strategic investors to optimize resources and financing environment[36] Analysis of Core Competencies During the Reporting Period The company's core competencies include high-quality sauce-aroma baijiu brewing, brand innovation, and organizational agility, enabling rapid market response and business transformation - The company's Gaojiang Wine Industry is located in China's sauce-aroma baijiu production core area (Renhuai, Guizhou), possessing a unique environment for high-quality sauce-aroma baijiu production, inheriting the classic "12987" and "four high, two long" traditional craftsmanship[37] - The company fosters brand innovation and development, establishing a new baijiu brand image and strengthening emotional and scenario connections between products and customers[37] - The company possesses an innovative gene, capable of rapidly responding to market demands and adapting to changes, continuously promoting business model restructuring and transformation to maintain market competitiveness[37] Key Operating Performance During the Reporting Period The company's main business revenue significantly declined, leading to reduced operating costs, but taxes and surcharges, financial expenses, and non-operating expenses increased, while asset and liability structures saw shifts in cash, inventory, and various payables Analysis of Main Business Operating revenue and cost significantly decreased due to reduced baijiu sales, while taxes and surcharges increased by 84.27% from deemed sales, financial expenses rose by 24.91% due to overdue interest, and non-operating expenses surged by 10,528.88% from litigation provisions | Item | Current Period Amount (CNY) | Prior Year Period Amount (CNY) | % Change | | --- | --- | --- | --- | | Operating Revenue | 28,249,559.01 | 191,120,109.34 | -85.22 | | Operating Cost | 13,798,475.43 | 65,786,519.52 | -79.03 | | Taxes and Surcharges | 7,676,511.75 | 4,165,812.36 | 84.27 | | Selling Expenses | 8,668,563.10 | 96,740,650.03 | -91.04 | | Administrative Expenses | 24,874,993.05 | 54,309,734.97 | -54.20 | | Financial Expenses | 10,624,012.57 | 8,505,648.32 | 24.91 | | Other Income | 397,974.09 | 912,703.51 | -56.40 | | Investment Income | -3,810,436.41 | -10,968,305.39 | 65.26 | | Non-Operating Expenses | 36,432,377.86 | 342,767.87 | 10,528.88 | | Net Cash Flow from Operating Activities | 6,324,582.00 | -59,709,490.18 | Not Applicable | | Net Cash Flow from Investing Activities | 79,100.00 | -15,550,686.72 | Not Applicable | | Net Cash Flow from Financing Activities | -8,144,540.58 | 32,879,891.28 | Not Applicable | - Explanation for change in operating revenue: Primarily due to decreased liquor sales[39] - Explanation for change in taxes and surcharges: Primarily due to increased consumption tax from deemed sales of factory inventory base liquor for debt offset[39] - Explanation for change in net cash flow from operating activities: Primarily due to the company's focus on business collections, staff reduction and cost cutting, and extended accounts payable terms, resulting in a positive net inflow of operating funds[39] Analysis of Assets and Liabilities Period-end cash, inventory, long-term equity investments, and fixed assets decreased, while employee compensation, taxes payable, other payables, and estimated liabilities increased, with estimated liabilities up 71.64%, and several major assets are pledged, seized, or frozen | Item Name | Period-End Amount (CNY) | % of Total Assets at Period-End | Prior Year-End Amount (CNY) | % of Total Assets at Prior Year-End | % Change from Prior Year-End | Explanation | | --- | --- | --- | --- | --- | --- | --- | | Cash and Bank Balances | 15,387,061.31 | 0.78 | 18,419,914.04 | 0.91 | -16.47 | Primarily due to decreased sales collections and reduced available balance | | Inventories | 489,044,612.55 | 24.72 | 526,256,931.92 | 25.89 | -7.07 | Primarily due to sales outflow | | Long-Term Equity Investments | 46,887,530.62 | 2.37 | 50,733,284.37 | 2.50 | -7.58 | Primarily due to investment losses in the current period | | Fixed Assets | 202,087,882.72 | 10.22 | 209,654,692.45 | 10.31 | -3.61 | Primarily due to normal depreciation deduction | | Construction in Progress | 870,717,198.89 | 44.02 | 869,600,909.39 | 42.78 | 0.13 | Primarily due to increased amortization of infrastructure-related expenses | | Short-Term Borrowings | 251,636,770.40 | 12.72 | 272,954,098.40 | 13.43 | -7.81 | Primarily due to gradual repayment of borrowings | | Employee Compensation Payable | 57,418,215.97 | 2.90 | 51,215,298.38 | 2.52 | 12.11 | Primarily due to increased accrued but unpaid employee compensation | | Taxes Payable | 183,469,424.90 | 9.28 | 170,063,102.26 | 8.37 | 7.88 | Primarily due to increased accrued but unpaid taxes | | Other Payables | 205,455,012.62 | 10.39 | 183,122,387.37 | 9.01 | 12.20 | Primarily due to increased liabilities from accrued late payment fees | | Provisions | 42,635,275.07 | 2.16 | 24,839,760.87 | 1.22 | 71.64 | Primarily due to increased provisions for litigation | | Item | Book Balance (CNY) | Book Value (CNY) | Type of Restriction | | --- | --- | --- | --- | | Investment Properties | 76,837,100.00 | 76,837,100.00 | Mortgage Loan | | Intangible Assets | 66,972,653.96 | 60,534,952.05 | Mortgage Loan | | Fixed Assets | 27,939,667.14 | 15,641,556.66 | Mortgage Loan | | Cash and Bank Balances | 10,644,301.17 | 10,644,301.17 | Frozen due to litigation | | Inventories | 340,202,813.66 | 340,202,813.66 | Seized due to litigation, Mortgage Loan | | Long-Term Equity Investments | 47,613,957.09 | 12,500,000.00 | Frozen due to litigation | | Total | 570,210,493.02 | 516,360,723.54 | | Analysis of Investment Status The company had no significant equity or non-equity investments, nor any financial assets measured at fair value during the reporting period - No significant equity investments during the reporting period[47] - No significant non-equity investments during the reporting period[47] - No financial assets measured at fair value during the reporting period[47] Analysis of Major Holding and Participating Companies The company's major subsidiaries and associates, primarily engaged in baijiu operations, include Tianqing Guiniang, Jundao Guiniang, Shanghai Gaojiang, Guijiu Technology, Xinghui Wine, Guangnian Wine, Junlan Wine, Yanshi Wine, Yanshi Jun, Zuijiu Wine, and Zuiguangnian, with several having negative net assets | Company Name | Company Type | Main Business | Registered Capital (CNY 10,000) | Total Assets (CNY 10,000) | Net Assets (CNY 10,000) | Operating Revenue (CNY 10,000) | | --- | --- | --- | --- | --- | --- | --- | | Tianqing Guiniang | Subsidiary | Liquor operations, etc. | 5,000 | 46,990.75 | 10,711.50 | 618.53 | | Jundao Guiniang | Subsidiary | Liquor operations, etc. | 1,200 | 32,930.81 | -1,552.57 | 1,648.41 | | Shanghai Gaojiang | Subsidiary | Liquor operations, etc. | 800 | 2,337.10 | -678.04 | 185.81 | | Guijiu Technology | Subsidiary | Liquor operations, etc. | 10,000 | 3,369.09 | -4,513.37 | 716.44 | | Xinghui Wine | Subsidiary | Liquor operations, etc. | 10,000 | 9,515.74 | 6,565.40 | 68.57 | | Guangnian Wine | Subsidiary | Liquor operations, etc. | 5,000 | 17,066.31 | 4,832.61 | 70.38 | | Junlan Wine | Subsidiary | Liquor operations, etc. | 300 | 2,266.68 | 173.28 | | | Yanshi Wine | Subsidiary | Liquor operations, etc. | 500 | 9,110.50 | -91.83 | 57.60 | | Yanshi Jun | Subsidiary | Liquor operations, etc. | 500 | 6,970.25 | -382.15 | 220.89 | | Zuijiu Wine | Subsidiary | Liquor operations, etc. | 1,000 | 3,367.23 | -4,959.85 | 10.99 | | Zuiguangnian | Subsidiary | Liquor operations, etc. | 500 | 5,282.40 | -572.51 | 1.21 | Other Disclosure Matters The company faces multiple risks including market competition, industry changes, shifting consumer habits, and going concern issues, exacerbated by the actual controller's criminal measures, frozen shares, and delisting risk warning Potential Risks The company faces risks from intensified baijiu market competition, macroeconomic and policy changes, shifting consumer habits, and significant going concern risks due to financial strain, legal issues, and operational disruptions - Baijiu market competition risk: Market share is concentrating towards leading enterprises; if the company fails to keep up with market demand, it will face the risk of being squeezed out[49] - Industry environment change risk: The baijiu industry is highly susceptible to macroeconomic and policy influences; if the economy slows and consumer demand shrinks, performance will significantly decline[49] - Consumption habit change risk: The market share of sauce-aroma baijiu may decrease, requiring the company to adjust its products promptly to adapt[49] - Going concern risk: The company faces financial pressure, inability to fulfill rebates and returns, reduced market investment; the actual controller is under compulsory criminal measures, and the controlling shareholder's shares are judicially frozen; distributor relationships are strained, leading to continuous decline in operating revenue; internal staff reductions hinder production and project construction; and litigation with banks and suppliers all increase the uncertainty of its going concern ability[50] Other Disclosure Matters The actual controller, Han Xiao, is under criminal compulsory measures for alleged illegal fundraising, the controlling shareholder's 64.80% stake is frozen, the company's stock was delisted risk warned (*ST) on April 23, 2025, and H1 2025 performance is expected to be a loss due to industry downturn, financial pressure, and increased litigation costs - Mr. Han Xiao, the company's actual controller, was subjected to compulsory criminal measures by public security organs due to Haiyin Wealth Management Co., Ltd.'s alleged illegal fundraising, and is currently still in custody[51] - The company's controlling shareholder, Shanghai Guijiu Enterprise Development Co., Ltd., and its concerted parties collectively hold 216,740,245 shares, which have all been judicially frozen, accounting for 64.80% of the company's total share capital[51] - The company's stock was subjected to delisting risk warning (*ST) and began trading on the risk warning board on April 23, 2025, with a daily price fluctuation limit of "5%"[52] - The company forecasts a loss for the first half of 2025, primarily due to the baijiu industry's recovery falling short of expectations, policy impacts, the company's financial pressure, strained distributor relationships leading to continuous decline in operating revenue, and increased expenses such as overdue interest from bank and supplier lawsuits[53] Corporate Governance, Environment, and Society This section details changes in the company's directors and senior management, the profit distribution plan, and the status of its employee stock ownership plan Changes in Directors, Supervisors, and Senior Management Vice General Manager Sun Wen, Vice Chairman Chen Qi, and Vice General Manager Liu Zhitao resigned, and due to Chairman Han Xiao's inability to perform duties, a new acting chairman will be determined | Name | Position Held | Change | | --- | --- | --- | | Sun Wen | Vice General Manager | Resigned | | Chen Qi | Vice Chairman | Resigned | | Liu Zhitao | Vice General Manager | Resigned | - Due to the company's Chairman Mr. Han Xiao being subjected to compulsory criminal measures by public security organs and unable to perform his duties normally, Vice Chairman Mr. Chen Qi temporarily acted as Chairman according to relevant regulations; now, as Mr. Chen Qi has applied to resign from his position as Vice Chairman, the company will promptly determine the person to act as Chairman, and Mr. Chen Qi will continue to act as Chairman until the new person is confirmed[55] Profit Distribution or Capital Reserve Conversion Plan The company's semi-annual profit distribution and capital reserve conversion plan is "No," indicating no distribution or conversion will occur - The semi-annual profit distribution plan and capital reserve conversion plan is "No"[56] Status and Impact of Company's Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company's 2022 employee stock ownership plan completed share transfer in September 2022, with the first assessment period's performance met, but the second period's performance was not met, leading to the recovery of unvested shares - The company's 2022 employee stock ownership plan completed non-trading transfer of 1,416,600 shares of company stock on September 8, 2022, accounting for 0.42% of the company's total share capital[57][58] - The performance target for the first assessment period of the 2022 employee stock ownership plan has been achieved[58] - The second batch of shares under the 2022 employee stock ownership plan did not meet the agreed performance targets; after the lock-up period expires, the unvested portion held by participants will be recovered by the employee stock ownership plan management committee in accordance with relevant regulations[58] Significant Matters This section covers the fulfillment of commitments, changes in non-standard audit opinions, significant litigation and arbitration, major related party transactions, and other important disclosures Fulfillment of Commitments The controlling shareholder and related parties, including Wuniu Fund, Wuniu Holdings, Guijiu Development, and Han Hongwei, have consistently and strictly fulfilled their long-term commitments to avoid horizontal competition and inject baijiu businesses into the listed company when conditions are met - Wuniu Fund and its concerted parties committed to avoid horizontal competition and have strictly fulfilled this commitment over the long term[61] - Wuniu Holdings and its concerted parties committed to avoid horizontal competition and have strictly fulfilled this commitment over the long term[62] - Guijiu Development committed to avoid horizontal competition and to gradually inject baijiu businesses into the listed company when conditions are met, strictly fulfilling this commitment over the long term[63] - Related party Han Hongwei committed to avoid horizontal competition and to gradually inject baijiu businesses into the listed company when conditions are met, strictly fulfilling this commitment over the long term[63] Changes and Handling of Matters Related to Non-Standard Audit Opinions in Previous Annual Report The company's 2024 audit report included qualified opinions on related parties, litigation, and inventory observation, which the company has addressed by cooperating with auditors, responding to regulatory inquiries, negotiating with creditors, and providing explanations - The matters leading to a qualified opinion in the 2024 audit report included: related parties and related party transactions (unconfirmed transaction amounts with suspected related parties), litigation matters (inability to obtain sufficient audit evidence to determine impact), and inventory observation (semi-finished products seized due to litigation, preventing observation procedures)[65] - The company has responded to the Shanghai Stock Exchange's regulatory inquiry letter and cooperated with audit institutions in implementing procedures such as inspections, confirmations, and interviews[66] - The company is actively communicating and negotiating with courts and creditors to seek settlements and mitigate adverse impacts from litigation[66] - The company issued explanations to audit institutions regarding the inventory seizure and provided a list of seized items, also cooperating with confirmation procedures[66] Significant Litigation and Arbitration Matters The company is involved in multiple significant litigations and arbitrations, including construction contract disputes, sales contract disputes, trademark infringement disputes, financial loan disputes, and advertising contract disputes, with some cases in execution or already judged, negatively impacting operations Litigation and Arbitration Matters Disclosed in Interim Announcements with No Subsequent Progress Eleven previously disclosed significant litigation and arbitration cases, including disputes with Bühler (Wuxi), Guizhou Guijiu, Huzhou Feiying, Hunan Lingxiang, Nantong Yusheng, ICBC, Xingchuangyi (Kunshan), Postal Savings Bank, Renhuai Maotai Rural Commercial Bank, Guizhou Bank, and China Construction Third Engineering Bureau, had no subsequent progress as of the reporting period, with two cases in execution - The case of Bühler (Wuxi) Commercial Co., Ltd. vs. Gaojiang Wine Industry for a sales contract dispute has no subsequent progress as of the end of this reporting period[67] - The case of Guizhou Guijiu Wine Industry Co., Ltd. vs. the company, Gaojiang Wine Industry, and Tianqing Guiniang for trademark infringement dispute has no subsequent progress as of the end of this reporting period[67] - The case of Postal Savings Bank of China Co., Ltd. Shanghai Pudong New Area Branch vs. the company and Guangnian Wine Industry for a financial loan dispute has entered the execution stage[68] - The case of Guizhou Bank Co., Ltd. Renhuai Branch vs. the company and Gaojiang Wine Industry for a financial loan dispute has entered the execution stage[68] Litigation and Arbitration Not Disclosed in Interim Announcements or with Subsequent Progress The company has several undisclosed or progressing litigations, including a construction payment dispute with Guizhou Construction Engineering Group (CNY 9.7089 million, ongoing), a goods payment dispute with Shenzhen Baixinglong Creative Packaging (CNY 9.4360 million, judged to pay for received goods), and 47 labor arbitration cases (CNY 17.0874 million, ongoing/adjudicated) | Plaintiff (Applicant) | Defendant (Respondent) | Joint and Several Liability Party | Litigation/Arbitration Type | Basic Situation of Litigation/Arbitration | Amount Involved in Litigation/Arbitration (CNY 10,000) | Litigation/Arbitration Progress | Judgment Execution Status | | --- | --- | --- | --- | --- | --- | --- | --- | | Guizhou Construction Engineering Group Co., Ltd. | Gaojiang Wine Industry, Company, Chengdu Xingjiande | Gaojiang Wine Industry, Company, Chengdu Xingjiande | First Instance Litigation | Claim for construction payments, shutdown losses and overdue interest | 970.89 | Under trial | None | | Shenzhen Baixinglong Creative Packaging Co., Ltd. | Gaojiang Wine Industry | — | Second Instance Litigation | Claim for goods payment and overdue interest | 943.60 | Under trial | None | | Guizhou Xianjunlong Color Printing Co., Ltd. | Gaojiang Wine Industry | — | First Instance Litigation | Claim for customization fees and overdue interest | 440.90 | Under trial | None | | Guangdong Haiji Brand Management Co., Ltd. | Company, Zuiguangnian | Company, Zuiguangnian | First Instance Litigation | Claim for refund of goods payment and overdue interest | 212.68 | Judged | None | | 47 various labor arbitrations | Shanghai Guijiu Co., Ltd. and subsidiaries, etc. | — | Labor Arbitration | Claim for unpaid wages, etc. | 1,708.74 | Adjudicated (mediated)/Under trial | None | Significant Related Party Transactions The company's 2025 annual related party transaction limits were approved by the shareholders' meeting, with controlling shareholder Guijiu Development providing CNY 59.3632 million in funding, and the company providing CNY 294 million in guarantees to subsidiaries, all of which are for subsidiaries with over 70% asset-liability ratios and are overdue Related Party Transactions Related to Daily Operations The company's 2025 annual related party transaction limits were approved by the tenth board of directors and the 2024 annual general meeting of shareholders - The company's Tenth Board of Directors' eighteenth meeting approved the "Proposal on Estimated 2025 Annual Daily Related Party Transaction Limits," with related director Mr. Han Xiao abstaining from voting[72] - The company's 2024 Annual General Meeting of Shareholders approved this proposal[72] Related Party Debts and Credits As of the reporting period, controlling shareholder Guijiu Development provided CNY 59.3632 million in funds to the listed company, and Chengdu Xingjiande was owed CNY 0.2108 million in interest, with all loan interest rates referencing the LPR | Related Party | Related Relationship | Period-End Balance of Funds Provided by Related Party to Listed Company (CNY 10,000) | | --- | --- | --- | | Guijiu Development | Controlling Shareholder | 5,936.32 | | Chengdu Xingjiande | Other Related Party | 21.08 | | Total | | 5,957.40 | - Controlling shareholder Guijiu Development provided funds to the listed company with a period-end balance of CNY 59.3632 million (including accrued interest)[76] - Chengdu Xingjiande's interest receivable from the company was CNY 0.2108 million[76] - Loan interest rates refer to the Loan Prime Rate (LPR) published by the National Interbank Funding Center[75][76] Significant Contracts and Their Performance The company did not add new external guarantees during the reporting period, but its outstanding guarantees to subsidiaries totaled CNY 294 million, representing 73.63% of net assets, all provided to subsidiaries with over 70% asset-liability ratios, and all are overdue Significant Guarantees Performed and Not Yet Completed During the Reporting Period As of the reporting period, the company's guarantees to subsidiaries totaled CNY 294 million, accounting for 73.63% of net assets, all for subsidiaries with over 70% asset-liability ratios, and all CNY 294 million in guarantees are overdue as of the semi-annual report disclosure date | Indicator | Amount (CNY 10,000) | | --- | --- | | Total guarantee balance for subsidiaries at period-end (B) | 29,400 | | Total guarantees (A+B) | 29,400 | | % of total guarantees to company's net assets | 73.63 | | Debt guarantees provided directly or indirectly for guaranteed parties with asset-liability ratio exceeding 70% (D) | 29,400 | | Total of the above three guarantee amounts (C+D+E) | 29,400 | | Overdue guarantee amount as of the disclosure date of this semi-annual report | 29,400 | - The company's 2023 Annual General Meeting of Shareholders approved the "Proposal on Estimated 2024 Annual Guarantee Limits for the Company and its Subsidiaries," agreeing that the company and its consolidated subsidiaries would provide guarantees within a limit not exceeding CNY 500 million, of which the guarantee limit for subsidiaries with an asset-liability ratio exceeding 70% was CNY 300 million[80] - The company did not add new guarantee amounts during this reporting period[81] Explanation of Other Significant Matters The actual controller, Han Xiao, is under criminal compulsory measures for alleged illegal fundraising, the controlling shareholder's shares are frozen, the company's stock was delisted risk warned (*ST) on April 23, 2025, and H1 2025 performance is expected to be a loss due to industry downturn, financial pressure, and increased litigation costs - Mr. Han Xiao, the company's actual controller, was subjected to compulsory criminal measures by public security organs due to Haiyin Wealth Management Co., Ltd.'s alleged illegal fundraising, and is currently still in custody[82] - The company's controlling shareholder, Shanghai Guijiu Enterprise Development Co., Ltd., and its concerted parties collectively hold 216,740,245 shares, which have all been judicially frozen, accounting for 64.80% of the company's total share capital[82] - The company's stock was subjected to delisting risk warning (*ST) starting from April 23, 2025, because the audited net profit attributable to shareholders of the listed company in 2024 was negative and operating revenue after deducting income unrelated to main business was below CNY 300 million[83] - The company forecasts a loss for the first half of 2025, primarily due to the baijiu industry's recovery falling short of expectations, policy impacts, the company's financial pressure, strained distributor relationships, and increased expenses such as overdue interest from lawsuits[84] Share Changes and Shareholder Information This section details the company's share capital changes and shareholder structure, including the total number of shareholders and the top ten shareholders Share Capital Change The company's total share capital and share structure remained unchanged during the reporting period - During the reporting period, the company's total share capital and share structure remained unchanged[86] Shareholder Information As of the reporting period, the company had 29,049 common shareholders, with Shanghai Guijiu Enterprise Development Co., Ltd. and its concerted parties holding 66.99% of shares, all of which are frozen Total Number of Shareholders As of the end of the reporting period, the company had a total of 29,049 common shareholders | Total Number of Common Shareholders at Period-End (Households) | 29,049 | | --- | --- | Table of Top Ten Shareholders and Top Ten Circulating Shareholders (or Non-Restricted Shareholders) as of the End of the Reporting Period Among the top ten shareholders, Shanghai Guijiu Enterprise Development Co., Ltd. and its concerted parties (Shanghai Zhiyunming Industrial Co., Ltd., Shanghai Hongchu Industrial Co., Ltd., Shanghai Hongqian Industrial Co., Ltd., Huabao Trust Co., Ltd. - Tiangao Capital No. 20 Single Fund Trust) collectively held 66.99% of the company's shares, with all shares held by concerted parties except Huabao Trust being frozen | Shareholder Name | Period-End Shareholding (Shares) | % | Share Status | Quantity (Shares) | | --- | --- | --- | --- | --- | | Shanghai Guijiu Enterprise Development Co., Ltd. | 143,433,141 | 42.88 | Frozen | 143,433,141 | | Shanghai Zhiyunming Industrial Co., Ltd. | 45,395,707 | 13.57 | Frozen | 45,395,707 | | Shanghai Hongchu Industrial Co., Ltd. | 16,496,993 | 4.93 | Frozen | 16,496,993 | | Shanghai Hongqian Industrial Co., Ltd. | 11,414,404 | 3.41 | Frozen | 11,414,404 | | Huabao Trust Co., Ltd. - Tiangao Capital No. 20 Single Fund Trust | 7,307,239 | 2.18 | None | 0 | - Among the above shareholders, Guijiu Development, Shanghai Zhiyunming, Shanghai Hongqian, Shanghai Hongchu, and Huabao Trust are concerted parties[91] Bond-Related Information This section confirms the absence of corporate bonds, enterprise bonds, non-financial enterprise debt financing instruments, and convertible corporate bonds during the reporting period Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments The company had no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments during the reporting period Convertible Corporate Bonds The company had no convertible corporate bonds during the reporting period Financial Report This section presents the company's unaudited semi-annual financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, along with notes on accounting policies, taxation, and related party transactions Audit Report This semi-annual report has not been audited - This semi-annual report is unaudited[4] Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for H1 2025, offering a comprehensive view of its financial position, operating results, and cash flows Consolidated Balance Sheet As of June 30, 2025, consolidated total assets were CNY 1.978 billion, total liabilities CNY 1.471 billion, and total owners' equity CNY 507 million, with total assets and owners' equity decreasing and liabilities slightly increasing from year-end - As of June 30, 2025, consolidated total assets were CNY 1,977,936,724.91, total liabilities were CNY 1,471,240,480.85, and total owners' equity was CNY 506,696,244.06[98][99] - Compared to December 31, 2024, total assets decreased by 2.70%, total liabilities increased by 1.53%, and total owners' equity decreased by 13.20%[98][99] Parent Company Balance Sheet As of June 30, 2025, parent company total assets were CNY 1.223 billion, total liabilities CNY 823 million, and total owners' equity CNY 399 million, with total assets and owners' equity decreasing and liabilities increasing from year-end - As of June 30, 2025, parent company total assets were CNY 1,222,936,049.43, total liabilities were CNY 823,341,171.21, and total owners' equity was CNY 399,594,878.22[102] - Compared to December 31, 2024, total assets decreased by 0.74%, total liabilities increased by 2.43%, and total owners' equity decreased by 6.69%[102] Consolidated Income Statement In H1 2025, consolidated total operating revenue was CNY 28.25 million, a year-on-year decrease of 85.22%; net loss was CNY 77.07 million, with the loss narrowing; net loss attributable to parent company shareholders was CNY 67.77 million - In H1 2025, consolidated total operating revenue was CNY 28,249,559.01, and net profit was -CNY 77,070,534.68[104][105] - Net profit attributable to parent company shareholders was -CNY 67,766,813.07[105] - Basic earnings per share was -CNY 0.2026[106] Parent Company Income Statement In H1 2025, parent company operating revenue was CNY 0.1647 million, a significant year-on-year decrease of 99.65%; net loss was CNY 28.64 million, with the loss widening; non-operating expenses significantly increased - In H1 2025, parent company operating revenue was CNY 164,682.34, and net profit was -CNY 28,642,356.31[108][109] - Non-operating expenses were CNY 16,388,592.41, compared to CNY 9,663.28 in the prior year period, a significant increase[109] Consolidated Cash Flow Statement In H1 2025, net cash flow from operating activities was CNY 6.32 million, turning positive; net cash flow from investing activities was CNY 0.0791 million; net cash flow from financing activities was -CNY 8.14 million - Net cash flow from operating activities was CNY 6,324,582.00, compared to -CNY 59,709,490.18 in the prior year period[112] - Net cash flow from investing activities was CNY 79,100.00, compared to -CNY 15,550,686.72 in the prior year period[112] - Net cash flow from financing activities was -CNY 8,144,540.58, compared to CNY 32,879,891.28 in the prior year period[112] Parent Company Cash Flow Statement In H1 2025, parent company net cash flow from operating activities was CNY 0.0228 million; net cash flow from financing activities was -CNY 0.0850 million - Net cash flow from operating activities was CNY 22,779.27, compared to -CNY 64,459,879.18 in the prior year period[114] - Net cash flow from financing activities was -CNY 85,000.00, compared to CNY 63,901,666.66 in the prior year period[115] Consolidated Statement of Changes in Owners' Equity In H1 2025, consolidated owners' equity decreased by CNY 77.07 million, primarily due to a negative comprehensive income, resulting in total owners' equity of CNY 507 million at period-end - The change in amount for this period (decrease indicated by "－") was -CNY 77,070,534.68[117] - Total comprehensive income was -CNY 77,070,534.68[117] - Total owners' equity at period-end was CNY 506,696,244.06[120] Parent Company Statement of Changes in Owners' Equity In H1 2025, parent company owners' equity decreased by CNY 28.64 million, primarily due to a negative comprehensive income, resulting in total owners' equity of CNY 399 million at period-end - The change in amount for this period (decrease indicated by "－") was -CNY 28,642,356.31[124] - Total comprehensive income was -CNY 28,642,356.31[124](index