上海科技(600608) - 2025 Q2 - 季度财报

Important Notice Statement by the Board of Directors, Supervisory Board, and Senior Management The company's board, supervisory board, and senior management guarantee the report's authenticity, accuracy, and completeness, assuming legal responsibility, with all directors attending the board meeting and the report being unaudited - The company's board, supervisory board, and senior management guarantee the report's authenticity, accuracy, and completeness, and assume legal responsibility[3] - All company directors attended the board meeting[4] - This semi-annual report is unaudited[5] - The company's head, chief accountant, and head of accounting department declare the financial report to be true, accurate, and complete[5] Profit Distribution Plan The board of directors did not approve any profit distribution or capital reserve to share capital increase plan for this reporting period - No profit distribution or capital reserve to share capital increase plan for this reporting period[6] Risk Statement for Forward-Looking Statements Forward-looking statements in the report, including future plans, industry analysis, development trends, and strategies, do not constitute substantial commitments, and investors should be aware of investment risks - Forward-looking statements do not constitute substantial commitments, and investors should be aware of investment risks[6] Fund Occupation and External Guarantees During the reporting period, there was non-operating fund occupation by controlling shareholders and other related parties, but no external guarantees were provided in violation of prescribed decision-making procedures - Non-operating fund occupation by controlling shareholders and other related parties exists[7] - No external guarantees were provided in violation of prescribed decision-making procedures[7] Significant Risk Warning The company has detailed relevant risks that may adversely affect its future development strategy and operating objectives in the discussion and analysis of operations and significant matters sections - The report details significant risks that may affect the company's future development strategy and operating objectives[7] Section I Definitions Definitions of Common Terms This section defines common terms used in the report, such as company names, controlling shareholders, and regulatory bodies, for clarity Common Term Definitions | Term | Meaning | | :--- | :--- | | Shanghai Tech, Listed Company, Company | Refers to Shanghai Broadband Technology Co., Ltd. | | Kunming Jiaotou, Controlling Shareholder | Refers to Kunming City Transportation Investment Group Co., Ltd. | | CSRC | Refers to China Securities Regulatory Commission | | Exchange, SSE | Refers to Shanghai Stock Exchange | | Shanghai Yixuan | Refers to Shanghai Yixuan International Trade Co., Ltd. | | Hong Kong Petrochemical | Refers to Hong Kong Petrochemical Co., Ltd. | | Dianyu Holdings | Refers to Kunming Dianyu Investment Holdings Co., Ltd. | | Kunming Chantu, Chantu Company | Refers to Kunming Industrial Development Investment Co., Ltd. | | Jiaochang Co., Ltd. | Refers to Kunming Jiaochang Industrial Co., Ltd. | | Kunming Huapai | Refers to Kunming International Flower Auction Trading Center Co., Ltd. | Section II Company Profile and Key Financial Indicators Company Information This section discloses the company's Chinese name, abbreviation, English name, abbreviation, and legal representative information Company Basic Information | Indicator | Content | | :--- | :--- | | Chinese Name | Shanghai Broadband Technology Co., Ltd. | | Chinese Abbreviation | Shanghai Tech | | English Name | SHANGHAI BROADBAND TECHNOLOGYCO.,LTD | | English Abbreviation | SBT | | Legal Representative | Wang Tianyang | Contact Person and Contact Information This section provides the names, contact addresses, telephone numbers, fax numbers, and email addresses of the Board Secretary and Securities Affairs Representative - The Board Secretary is Yun Feng, and the Securities Affairs Representative is Zhao Zhe, with contact details including addresses in Shanghai and Kunming, phone, fax, and email[15] Brief Introduction to Changes in Basic Information The company's registered address remained unchanged during the reporting period, with its office located in Kunming, Yunnan Province, and its website and email provided - The company's registered address remained unchanged during this reporting period, with its office located at Room 2503A, Building B3, Yuntou Fortune Plaza, Xishan District, Kunming City, Yunnan Province[16] - The company's website is www.600608.net, and its email is invest@600608.net[16] Brief Introduction to Changes in Information Disclosure and Document Custody Locations This section discloses the company's designated information disclosure newspaper, website address for the semi-annual report, and report custody location, all of which remained unchanged during the reporting period - The information disclosure newspaper is "Shanghai Securities News," the website is www.sse.com.cn, and the report custody location is the Board of Directors' Office[17] Summary of Company Stock This section discloses that the company's A-shares are listed on the Shanghai Stock Exchange, with stock abbreviation "*ST Huke" and code 600608 Company Stock Summary | Stock Type | Stock Exchange | Stock Abbreviation | Stock Code | Former Stock Abbreviation | | :--- | :--- | :--- | :--- | :--- | | A-share | Shanghai Stock Exchange | *ST Huke | 600608 | ST Huke | Company's Key Accounting Data and Financial Indicators During the reporting period, the company's operating revenue, total profit, net profit attributable to parent, and non-recurring net profit attributable to parent significantly decreased year-on-year, while net cash flow from operating activities increased, and net assets and total assets remained relatively stable Key Accounting Data for H1 2025 | Key Accounting Data | Current Period (Jan-Jun) (yuan) | Prior Year Period (yuan) | Change from Prior Year Period (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 4,400,243.59 | 12,571,663.81 | -65.00 | | Total Profit | -442,431.75 | 273,011.30 | -262.06 | | Net Profit Attributable to Shareholders of Listed Company | 34,921.86 | 834,355.05 | -95.81 | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains/Losses) | -305,959.33 | 837,418.41 | -136.54 | | Net Cash Flow from Operating Activities | 26,260,325.32 | 19,440,286.96 | 35.08 | | As of End of Current Period | | | | | Net Assets Attributable to Shareholders of Listed Company | 37,860,730.67 | 37,825,808.81 | 0.09 | | Total Assets | 122,456,597.99 | 124,562,766.40 | -1.69 | Key Financial Indicators for H1 2025 | Key Financial Indicators | Current Period (Jan-Jun) | Prior Year Period | Change from Prior Year Period (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (yuan/share) | 0.0001 | 0.0025 | -96.00 | | Diluted Earnings Per Share (yuan/share) | 0.0001 | 0.0025 | -96.00 | | Basic Earnings Per Share (Excluding Non-Recurring Gains/Losses) (yuan/share) | -0.0009 | 0.0025 | -136.00 | | Weighted Average Return on Net Assets (%) | 0.09 | 1.90 | Decreased by 1.81 percentage points | | Weighted Average Return on Net Assets (Excluding Non-Recurring Gains/Losses) (%) | -0.81 | 1.91 | Decreased by 2.72 percentage points | - Operating revenue decreased by 65% year-on-year, primarily due to a decline in chemical products, specifically plastic particles and titanium dioxide businesses[20] - Net profit significantly decreased, mainly due to business structure adjustments leading to reduced profits from chemical products, and increased credit impairment for accounts receivable from grain and agricultural products[21] - Net cash flow from operating activities increased by 35.08% year-on-year, primarily due to reduced cash payments for goods purchased and cash flow offset by returns[21] Non-Recurring Gains and Losses and Amounts Non-recurring gains and losses for the reporting period totaled 340,881.19 yuan, primarily comprising other non-operating income and expenses, and other items defined as non-recurring gains and losses H1 2025 Non-Recurring Gains and Losses | Non-Recurring Gains and Losses Item | Amount (yuan) | | :--- | :--- | | Other non-operating income and expenses | 339,967.70 | | Other items defined as non-recurring gains and losses | 985.14 | | Less: Impact on minority interests (after tax) | 71.65 | | Total | 340,881.19 | Section III Management Discussion and Analysis Explanation of the Company's Industry and Main Business Operations during the Reporting Period The company's main business involves commodity trade, including agricultural and chemical products, classified under "F51 Wholesale Trade." In H1 2025, agricultural products focused on fresh cut flowers and liquor grains, while chemical products primarily involved titanium dioxide, as the company gradually transitions to a flower trade and related services provider - The company's main business is commodity trade, including agricultural products and chemical products, classified under "F51 Wholesale Trade"[24] - In H1 2025, the company's agricultural product business primarily focused on fresh cut flowers and liquor grain products, while chemical products mainly involved titanium dioxide[24] - The company is gradually transitioning to a flower trade and related services provider, building a "transaction + service" synergistic ecosystem around the Dounan Flower Trading Market[35] Company's Main Business, Main Products, and Their Uses The company's main business type remains unchanged, primarily focusing on commodity trade of agricultural and chemical products, with fresh cut flowers, liquor grains, and titanium dioxide being the main products in H1 - The company's main business type remains unchanged, primarily focusing on commodity trade of agricultural products, chemical products, and other goods[24] - In H1 2025, the company's agricultural product business primarily focused on fresh cut flowers and liquor grain products, while chemical products mainly involved titanium dioxide[24] Company's Main Business Model The company leverages industrial resources and trade experience to provide procurement and sales services for agricultural products, chemical products, and other non-production materials, enhancing operational efficiency through centralized procurement and order management - The company provides procurement and sales services for agricultural products, chemical products, and other non-production materials to upstream and downstream enterprises through centralized procurement, order management, inventory management, customized processing, and logistics planning[24] Industry Development Status This section details the development trends, market scale, technological applications, international market expansion, and challenges faced by the fresh cut flower, agricultural product supply chain, and titanium dioxide trade industries in H1 2025 - The fresh cut flower market size is steadily growing, with the retail market expected to reach 75 billion yuan in H1 2025, a year-on-year increase of 12%-15%[24] - The agricultural product supply chain industry continues to expand, with the total transaction volume of wholesale markets approaching 5.5 trillion yuan in H1, and increased penetration of digital technologies[29][30] - The titanium dioxide trade industry experienced fluctuating price increases, with H1 export volume reaching 873,000 tons, a year-on-year increase of 3%, and total export value exceeding 2.25 billion US dollars[33] Fresh Cut Flower Industry In H1 2025, China's fresh cut flower industry saw steady market growth, optimized consumption structure, increased e-commerce share, technology-driven high-quality development, and stable international market expansion, but faced challenges in cold chain logistics and standardization - In H1 2025, China's fresh cut flower retail market size is estimated to reach 75 billion yuan, a year-on-year increase of 12%-15%[24] - Yunnan Province maintains its core position in the flower industry (expected to exceed 68%), with emerging production areas like Shandong, Guangdong, and Jiangsu gaining momentum[25] - E-commerce channel sales increased by over 25% year-on-year, with "single-serving" small bouquet sales experiencing an explosive growth of 120%[26] - The penetration rate of smart networked planting management systems reached over 55%, and AI pest and disease identification systems boosted per-mu yield by 10%[26][27] - H1 fresh cut flower exports are expected to approach 5 billion yuan, with a year-on-year growth rate exceeding 30%[27] - The industry faces challenges such as a cold chain delivery rate of only 65% in small and medium-sized cities and lagging origin inspection systems[27] Agricultural Product Supply Chain Industry In H1 2025, the agricultural product domestic trade scale grew steadily, consumption structure upgraded, digital technology permeated all aspects, supply chain efficiency improved, and logistics costs decreased, but challenges remained in source production organization and regional development imbalance - In H1, the total transaction volume of agricultural product wholesale markets approached 5.5 trillion yuan, with a significant increase in transactions of organic and green certified agricultural products[29][30] - Agricultural product online retail sales are expected to exceed 650 billion yuan, cold chain logistics infrastructure investment increased, and the average loss rate of agricultural products decreased to below 13%[30] - Provincial agricultural product quality and safety traceability platforms covered over 95%, with widespread application of blockchain technology[30] - Logistics cost proportion decreased to below 15.5%, and direct sourcing from origin models deepened[31] - The industry faces challenges such as insufficient standardization among small and medium-sized farmers and unbalanced regional development[32] Titanium Dioxide Trade Industry In H1 2025, the titanium dioxide trade industry experienced fluctuating price increases, stable export growth, cost structure pressure but stabilization, and stricter environmental policies driving industry concentration - The market price of domestic rutile titanium dioxide increased by approximately 6% overall in H1, with leading manufacturers issuing price increase letters[33] - H1 total titanium dioxide exports reached 873,000 tons, a year-on-year increase of 3%; total export value exceeded 2.25 billion US dollars[33] - Sulfuric acid and titanium concentrate prices remained high, with cost pressure persisting but gradually stabilizing[34] - New environmental standards promoted industry concentration, with leading enterprises' market share increasing to 45%[34] Discussion and Analysis of Operating Conditions The company's H1 operating revenue was 4.40 million yuan, a 65% year-on-year decrease; net profit attributable to parent was 34,900 yuan, a 95.81% year-on-year decrease, as the company accelerates business transformation to focus on flower trade and related services to enhance its going concern ability - The company's H1 operating revenue was 4.40 million yuan, a year-on-year decrease of 65%[35] - Net profit attributable to shareholders of the listed company was 34,900 yuan, a year-on-year decrease of 95.81%[35] - The company is gradually transitioning to a flower trade and related services provider, building a "transaction + service" synergistic ecosystem around the Dounan Flower Trading Market in Kunming, Yunnan Province[35] Analysis of Core Competitiveness during the Reporting Period The company's core competitiveness lies in its multi-dimensional commodity trade service capabilities, refined business cost control, and efficient resource synergy advantages brought by its actual controller and controlling shareholder - The company possesses multi-dimensional commodity trade service capabilities, enabling it to provide customized solutions[37] - The company achieves refined business cost control through centralized procurement, optimized logistics, and standardized operations[37] - The actual controller and controlling shareholder provide deep regional resource integration and industrial empowerment advantages, forming efficient synergy[37] Main Operating Conditions during the Reporting Period This section details the reasons for changes in financial statement items, particularly operating revenue, operating costs, selling expenses, net cash flow from operating, investing, and financing activities, and significant shifts in asset and liability structure, such as substantial increases in monetary funds and accounts receivable, and significant decreases in notes receivable and other current assets Changes in Financial Statement Items | Item | Current Period Amount (yuan) | Prior Year Period Amount (yuan) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 4,400,243.59 | 12,571,663.81 | -65.00 | | Operating Cost | 344,871.79 | 8,054,017.24 | -95.72 | | Selling Expenses | 476,682.96 | 723,617.20 | -34.12 | | Administrative Expenses | 1,894,214.24 | 2,283,431.81 | -17.05 | | Financial Expenses | 1,131,500.12 | 973,208.29 | 16.26 | | Net Cash Flow from Operating Activities | 26,260,325.32 | 19,440,286.96 | 35.08 | | Net Cash Flow from Investing Activities | -4,460.18 | -105,799.00 | Not applicable | | Net Cash Flow from Financing Activities | -310,197.20 | -9,136,599.97 | Not applicable | - Operating revenue and operating costs significantly decreased, primarily due to business structure adjustments and a year-on-year decline in chemical product business[39] - Net cash flow from operating activities increased, mainly due to reduced cash payments for goods purchased and cash flow offset by returns[39] Analysis Table of Changes in Financial Statement Items Operating revenue decreased by 65% year-on-year due to chemical product business adjustments; operating costs declined with revenue; selling expenses decreased due to reduced agricultural product warehousing costs; net cash flow from operating activities increased due to reduced cash payments for purchases and returns; net cash flow from investing activities changed due to lower fixed asset investments; and net cash flow from financing activities changed due to reduced principal and interest repayments on borrowings - Operating revenue decreased by 65% year-on-year, primarily due to business structure adjustments, with a year-on-year decline in chemical product plastic particle and titanium dioxide businesses[39] - Net cash flow from operating activities increased by 35.08% year-on-year, mainly because cash paid for goods purchased decreased year-on-year, and returns of grain and agricultural products and chemical products offset cash flow from purchases during the reporting period[39] Analysis of Assets and Liabilities At the end of the reporting period, the company's monetary funds significantly increased by 95.42% due to agricultural product sales and returns; notes receivable and accounts receivable financing decreased by 100% due to maturity; accounts receivable significantly increased by 580,697.58% due to uncollected agricultural product sales; other current assets decreased by 79.41% due to sales of goods recognized under the net method; and contract liabilities significantly increased by 1,219.81% due to increased advance receipts for titanium dioxide Changes in Assets and Liabilities | Item Name | Current Period End Amount (yuan) | Current Period End % of Total Assets | Prior Year End Amount (yuan) | Prior Year End % of Total Assets | Change from Prior Year End (%) | Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 53,137,094.40 | 43.39 | 27,191,426.46 | 21.83 | 95.42 | Agricultural product sales receipts and received return payments | | Notes Receivable | 0.00 | 0.00 | 5,123,176.01 | 4.11 | -100.00 | Reduced bill settlement business, matured and accepted | | Accounts Receivable | 42,174,035.37 | 34.44 | 7,261.40 | 0.01 | 580,697.58 | Some agricultural product sales not yet collected | | Other Current Assets | 17,026,479.34 | 13.90 | 82,678,543.06 | 66.38 | -79.41 | Goods with revenue recognized under net method sold in current period, inventory decreased | | Contract Liabilities | 1,245,713.19 | 1.02 | 94,385.75 | 0.08 | 1,219.81 | Advance receipts for titanium dioxide increased at period-end | - As of the end of the reporting period, the company's restricted assets were bank deposits of 101,208.02 yuan, accounting for 0.08% of total assets at the end of the reporting period[45] Analysis of Investment Status At the end of the reporting period, the parent company's book value of external equity investments was 3.03 million yuan, primarily invested in the controlling subsidiary Shanghai Yixuan, with a 55% stake. No new external investments were made during this period Overall Analysis of External Equity Investments | Item | Amount (yuan) | | :--- | :--- | | External investment balance at period-end | 5,500,000.00 | | External investment amount during the period | 0 | | Change in investment amount | 0 | | External investment balance in prior year period | 5,500,000.00 | | Change (%) | 0 | - The parent company's book value of external equity investments was 3.03 million yuan, primarily invested in the controlling subsidiary Shanghai Yixuan, with a 55% stake[46] Analysis of Major Holding and Participating Companies The company's main controlling subsidiary is Shanghai Yixuan International Trade Co., Ltd., with a 55% stake, primarily engaged in bulk commodity trade of chemical plastic particles. During the reporting period, Shanghai Yixuan's business scale significantly decreased year-on-year, with a net loss of 1.00 million yuan, due to factors such as the liquidation of upstream suppliers Financial Status of Major Subsidiaries | Company Name | Company Type | Main Business | Registered Capital (million yuan) | Total Assets (million yuan) | Net Assets (million yuan) | Operating Revenue (million yuan) | Operating Profit (million yuan) | Net Profit (million yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shanghai Yixuan International Trade Co., Ltd. | Subsidiary | Bulk commodity trade | 10.00 | 19.04 | 4.64 | 0.0002 | -1.00 | -1.00 | - Shanghai Yixuan's business scale significantly decreased year-on-year, primarily due to factors such as the liquidation of major upstream suppliers[48] Potential Risks The company faces commodity market risks (price fluctuations, supply-demand changes), management and operational risks (market adaptation, risk control, capital efficiency, operational credit), and delisting risks (2024 total profit, net profit, and non-recurring net profit were negative, and operating revenue was below 300 million yuan) - The company's business is affected by market supply and demand, price fluctuations, product preferences, macroeconomics, policy guidance, and natural climate, facing commodity market risks[48] - The company faces management and operational risks, including market adaptation, business model innovation, risk control, capital utilization efficiency, and operational credit risks[50] - The company's stock has been subject to delisting risk warning (*ST) because its 2024 total profit, net profit, or the lower of net profit and non-recurring net profit was negative, and operating revenue was below 300 million yuan[50] Risk Mitigation Measures Planned by the Company The company plans to mitigate market, management, and delisting risks by building a market dynamic response mechanism, expanding supply channels, optimizing product structure, strengthening business cost control, improving credit assessment and collection mechanisms, accelerating core business transformation, perfecting internal control systems, advancing debt restructuring, and expanding strategic cooperation - To address market risks, the company will expand high-quality supply channels, optimize product structure, and establish multi-level customer channels[51] - To address management and operational risks, the company will strictly control risk processes, optimize asset-liability structure, and improve credit assessment and collection mechanisms[51] - To address delisting risks, the company will accelerate the construction of differentiated core businesses, enhance profitability, improve internal control systems, and advance debt restructuring efforts, including the transfer of Nanjing Sweet Group's claims and the handling of Hong Kong Petrochemical's claims and debts[52][53] - The company will focus on its core business, actively expand strategic cooperation with leading industry enterprises, and promote efficient integration of industrial chain resources[53] Section IV Corporate Governance, Environment, and Society Changes in Company Directors, Supervisors, and Senior Management During the reporting period, Ms. Zhang Lu was replaced by Mr. Wang Tianyang as Chairman, and Ms. Wen Zhaoyuan was added as a director. Independent director Mr. Li Zheng resigned due to personal reasons Changes in Directors, Supervisors, and Senior Management | Name | Position Held | Change Type | | :--- | :--- | :--- | | Wang Tianyang | Chairman | Election | | Wen Zhaoyuan | Director | Election | | Zhang Lu | Chairman | Resignation | - Former Chairman Ms. Zhang Lu resigned due to work reassignment but remains a director; Mr. Wang Tianyang was elected Chairman, and Ms. Wen Zhaoyuan was added as a director[56] - Independent director Mr. Li Zheng resigned due to personal reasons and will continue to perform his duties until a new independent director is elected[57] Profit Distribution or Capital Reserve to Share Capital Increase Plan The company did not propose any profit distribution or capital reserve to share capital increase plan for this semi-annual period - The company did not propose any profit distribution or capital reserve to share capital increase plan for this semi-annual period[58] Section V Significant Matters Fulfillment of Commitments No disclosure of commitment fulfillment matters during or continuing into the reporting period - No disclosure of commitment matters by the company's actual controller, shareholders, related parties, acquirers, or the company itself during or continuing into the reporting period[62] Non-Operating Fund Occupation by Controlling Shareholders and Other Related Parties during the Reporting Period As of the end of the reporting period, the total non-operating funds occupied by controlling shareholders and other related parties amounted to 348.61 million yuan, representing 921.63% of the latest audited net assets, primarily historical issues that the company is addressing through claim transfers Non-Operating Fund Occupation by Controlling Shareholders and Other Related Parties | Shareholder or Related Party Name | Related Party Relationship | Occupation Period | Period-End Balance (yuan) | Balance as of Semi-Annual Report Disclosure Date (yuan) | Expected Repayment Method | | :--- | :--- | :--- | :--- | :--- | :--- | | Nanjing Sweet Group Co., Ltd. | Other related party | 2000-2007 | 346,612,206.20 | 346,612,206.20 | Claim transfer | | Nanjing Port Import and Export Co., Ltd. | Other related party | 2000-2007 | 2,000,000.00 | 2,000,000.00 | Claim transfer | | Total | / | / | 348,612,206.20 | 348,612,206.20 | / | - The total occupied funds at period-end accounted for 921.63% of the latest audited net assets[62] - The fund occupation is a historical issue, and the company has taken legal actions such as lawsuits and judicial enforcement for recovery, and plans to publicly list and transfer the claims to resolve it[63] Significant Litigation and Arbitration Matters The company is involved in multiple significant lawsuits, including a recovery lawsuit for repaying Nanjing Broadband Technology Co., Ltd.'s loan, claim transfer matters related to Sweet Group's claims and debts, and sales contract and guarantee contract disputes with Hong Kong Petrochemical and Yan Fei, with some cases still ongoing - After repaying the loan for debtor Nanjing Broadband Technology Co., Ltd., the company filed a lawsuit for recovery, winning at first instance; the involved claim will be one of the assets for the company's claim transfer matter[65] - The company and its controlling subsidiary Shanghai Yixuan filed lawsuits against Hong Kong Petrochemical for sales contract disputes and against Yan Fei for guarantee contract disputes with the Minhang District People's Court of Shanghai; the cases have been heard but not yet ruled upon[66] Explanation of the Integrity Status of the Company, its Controlling Shareholder, and Actual Controller during the Reporting Period During the reporting period, the company, its controlling shareholder, and actual controller operated with integrity and in compliance, with no other overdue debts or default records in the public market, and no other unresolved significant lawsuits or arbitrations related to debt issues - During the reporting period, the company, its controlling shareholder, and actual controller operated with integrity and in compliance, with no overdue debts or default records[67] Significant Related Party Transactions The company has related party guarantees with its controlling shareholder Kunming Jiaotou and its subsidiary Jiaochang Co., Ltd., and a loan extension with Kunming Jiaotou. Additionally, the company anticipates daily related party transactions with the Flower Auction Center, but none occurred during the reporting period - The company applied for an annual comprehensive credit line from the bank, with the controlling shareholder Kunming Jiaotou providing joint liability guarantee, and the company providing counter-guarantee with inventory and accounts receivable of no less than 100 million yuan[68][69] - For 2025, the company expects daily related party transactions with Kunming International Flower Auction Trading Center Co., Ltd. for service and transaction commissions not exceeding 9 million yuan, with no transactions occurring as of the reporting date[69] - The company's 21 million yuan and 39 million yuan loan contracts with Kunming Jiaotou have been extended to September and December 2025, respectively[71][443] Related Party Transactions Related to Daily Operations The company applied for an annual comprehensive credit line from the bank, guaranteed by its controlling shareholder Kunming Jiaotou, with the company providing counter-guarantee. Additionally, the company anticipates daily related party transactions with the Flower Auction Center for flower trading services and commissions, but none occurred during the reporting period - The company applied for an annual comprehensive credit line of 100 million yuan from the bank, with the controlling shareholder Kunming Jiaotou providing joint liability guarantee, and the company providing counter-guarantee with inventory and accounts receivable of no less than 100 million yuan[68][69] - For 2025, the company expects daily related party transactions with Kunming International Flower Auction Trading Center Co., Ltd. for service and transaction commissions totaling no more than 9 million yuan, with no transactions occurring as of the reporting date[69] Related Party Creditor and Debtor Transactions The company's 21 million yuan and 39 million yuan loan contracts with its controlling shareholder Kunming Jiaotou have been extended, with maturity dates in September and December 2025, respectively - The company's 21 million yuan loan contract with Kunming Jiaotou was extended to September 26, 2025, with an annual interest rate of 3.30%[71][443] - The company's 39 million yuan loan contract with Kunming Jiaotou was extended to December 19, 2025, with an annual interest rate of 3.30%[71][443] Significant Contracts and Their Fulfillment The company has external guarantees, including historical legacy guarantees of 7.46 million yuan for related parties of the former controlling shareholder from previous years, and a counter-guarantee for its own 10 million yuan working capital loan from the bank Company External Guarantees | Guarantor | Guaranteed Party | Guarantee Amount (million yuan) | Guarantee Start Date | Guarantee End Date | Guarantee Fulfilled | Related Party Guarantee | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Listed Company | Other | 7.46 | See Guarantee Explanation | See Guarantee Explanation | No | No | | Listed Company | Jiaochang Co., Ltd. | 10.00 | March 2024 | 2025/3/28 | Yes | Yes | | Listed Company | Jiaochang Co., Ltd. | 10.00 | March 2025 | 2026/3/29 | No | Yes | - The total guarantee amount at the end of the reporting period was 17.46 million yuan, accounting for 46.12% of the company's net assets[74] - The amount of guarantees provided for shareholders, actual controllers, and their related parties was 10 million yuan[75] Significant Guarantees Performed and Not Yet Performed during the Reporting Period The company has historical legacy guarantees of 7.46 million yuan for related parties of the former controlling shareholder from previous years. Additionally, the company provided a counter-guarantee for its own 10 million yuan working capital loan from Bank of China Yunnan Branch, which was guaranteed by Kunming Jiaochang Industrial Co., Ltd - The company's external guarantee amount of 7.46 million yuan is a historical legacy issue from previous years for Nanjing Sweet Group Co., Ltd., the company's former controlling shareholder, and its related parties[75] - The company applied for a 10 million yuan working capital loan from Bank of China Yunnan Branch, with Kunming Jiaochang Industrial Co., Ltd. providing joint liability guarantee, and the company providing counter-guarantee with equivalent inventory or accounts receivable[75] Explanation of Other Significant Matters The company is advancing the transfer of Nanjing Sweet Group's claims to resolve historical issues, but progress is complex and uncertain. The equity transfer of controlling shareholder Kunming Jiaotou has completed payment but not registration, also facing uncertainty. Supplier Hong Kong Petrochemical was compulsorily wound up, and the company has accrued 89.9% bad debt provision, with litigation ongoing and profit impact uncertain - The transfer of Nanjing Sweet Group's claims is still in progress; due to the complexity of historical issues, related work has not yet been completed, and there is uncertainty regarding approval and the solicitation of interested transferees[76][77] - The controlling shareholder Kunming Jiaotou's transfer of 12.01% shares to Dianyu Holdings has completed payment, but due to judicial freezing and successive freezing of the underlying equity, the change of registration has not yet been completed, leading to uncertainty[77][78] - Supplier Hong Kong Petrochemical was compulsorily wound up, and the company has accrued 89.9% bad debt provision; related litigation is still ongoing, and the impact on profit is uncertain[79][81] Section VI Share Changes and Shareholder Information Changes in Share Capital During the reporting period, there were no changes in the company's total shares or share capital structure - During the reporting period, there were no changes in the company's total shares or share capital structure[83] Shareholder Information As of the end of the reporting period, the company had 12,021 common shareholders. Among the top ten shareholders, Kunming City Transportation Investment Group Co., Ltd. is the largest shareholder with a 12.01% stake, which is frozen; Kunming Industrial Development Investment Co., Ltd. is the second largest shareholder with a 6.32% stake, which is pledged, marked, or frozen - As of the end of the reporting period, the total number of common shareholders was 12,021[84] Top Ten Shareholders' Shareholding | Shareholder Name | Period-End Shareholding (shares) | Percentage (%) | Pledge, Mark, or Freeze Status | Shareholder Nature | | :--- | :--- | :--- | :--- | :--- | | Kunming City Transportation Investment Group Co., Ltd. | 39,486,311 | 12.01 | Frozen 39,486,311 | State-owned Legal Person | | Kunming Industrial Development Investment Co., Ltd. | 20,785,371 | 6.32 | Pledged 10,392,685, Marked 10,392,685, Frozen 20,785,371 | State-owned Legal Person | | Luo Ruiyun | 12,035,447 | 3.66 | None | Domestic Natural Person | | Wu Mingxiao | 10,490,000 | 3.19 | None | Domestic Natural Person | | Mojiang County Changhong Mining Co., Ltd. | 9,147,749 | 2.78 | None | Domestic Non-State-owned Legal Person | - The listing and circulation of 10,490,000 restricted shares held by Wu Mingxiao require written consent from Shi Peixin and Kunming Jiaotou before implementation[88] Section VII Bond-Related Information Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments The company has no information regarding corporate bonds (including enterprise bonds) and non-financial enterprise debt financing instruments during the reporting period - The company has no information regarding corporate bonds (including enterprise bonds) and non-financial enterprise debt financing instruments[91] Convertible Corporate Bonds The company has no information regarding convertible corporate bonds during the reporting period - The company has no information regarding convertible corporate bonds[91] Section VIII Financial Report Audit Report This semi-annual report is unaudited - This semi-annual report is unaudited[93] 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, reflecting its financial position, operating results, and cash flow situation - Financial statements include consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity[93][96][99][102][105][108][111][114][117][120] Company Basic Information This section details the company's overview, business scope, main operations, historical evolution, and ultimate actual controller. The company is registered in Shanghai, with its headquarters in Kunming, Yunnan, primarily engaged in commodity trade, and ultimately controlled by the Kunming Municipal People's Government State-owned Assets Supervision and Administration Commission - Company's registered address: Room 5110, Building C, No. 555 Dongchuan Road, Minhang District, Shanghai; headquarters office: Room 2503A, Building B3, Yuntou Fortune Plaza, Xishan District, Kunming City, Yunnan Province[123] - The company has a broad business scope, including food sales, value-added telecommunications services, internet information services, road freight transport, and various commodity trades[124][125] - The company has a complex historical evolution with multiple equity changes; currently, the largest shareholder is Kunming City Transportation Investment Group Co., Ltd., and the ultimate actual controller is the Kunming Municipal People's Government State-owned Assets Supervision and Administration Commission[126][127][128][129][130] Basis for Preparation of Financial Statements The company's financial statements are prepared on a going concern basis, in accordance with enterprise accounting standards and relevant regulations of the China Securities Regulatory Commission, using the accrual basis of accounting, and measured at historical cost except for financial instruments - Financial statements are prepared on a going concern basis, in accordance with enterprise accounting standards and the China Securities Regulatory Commission's "Information Disclosure Rules for Companies Issuing Securities to the Public No. 15 - General Provisions for Financial Reports (Revised 2023)"[133] - Accounting is based on the accrual method, and except for certain financial instruments, all items are measured at historical cost[133] Significant Accounting Policies and Accounting Estimates This section details the company's declaration of compliance with enterprise accounting standards, accounting period, operating cycle, functional currency, materiality criteria, business combinations, consolidated financial statement preparation, joint arrangements, cash and cash equivalents, foreign currency transactions, financial instruments, notes receivable, accounts receivable, other receivables, inventories, long-term equity investments, fixed assets, construction in progress, borrowing costs, intangible assets, long-term deferred expenses, contract liabilities, employee compensation, provisions, revenue, government grants, deferred income tax assets/liabilities, and leases, as significant accounting policies and estimates - The company adheres to enterprise accounting standards, accurately and completely reflecting its financial position and operating results[134] - Detailed classification, recognition, measurement, transfer, and derecognition methods for financial assets and liabilities are specified, along with impairment provision methods for financial instruments[161][162][163][164][165][166][167][168][169][170][171][172][173][174][175][176][177][178][179][180][181][182][183] - Revenue recognition and measurement policies are clarified, with revenue recognized when the customer obtains control of the goods, considering variable consideration and financing components[244][245][246] - The cost determination, subsequent measurement, and profit/loss recognition methods for long-term equity investments are explained, distinguishing between the cost method and the equity method of accounting[201][202][203][204][205][206][207][208][209][210][211] - Significant accounting judgments and estimates are disclosed, including revenue recognition, leases, impairment of financial assets, inventory write-down provisions, fair value of financial instruments, impairment provisions for long-term assets, depreciation and amortization, deferred income tax assets, income tax, and provisions[264][265][266][267][268][269] Taxation This section discloses the company's main tax categories and rates, including Value-Added Tax, Urban Maintenance and Construction Tax, Education Surcharge, Local Education Surcharge, and Corporate Income Tax Main Tax Categories and Rates | Tax Category | Tax Basis | Tax Rate (%) | | :--- | :--- | :--- | | Value-Added Tax | VAT taxable income | 13, 9, 6 | | Urban Maintenance and Construction Tax | Amount of turnover tax payable | 5 | | Education Surcharge | Amount of turnover tax payable | 3 | | Local Education Surcharge | Amount of turnover tax payable | 2 | | Corporate Income Tax | Taxable income | 25 | Notes to Consolidated Financial Statement Items This section details the period-end balances, beginning-of-period balances, and current period changes for each consolidated financial statement item, with explanations for significant changes, including monetary funds, accounts receivable, other receivables, other current assets, short-term borrowings, contract liabilities, employee compensation payable, taxes payable, other payables, other current liabilities, lease liabilities, share capital, undistributed profits, operating revenue and costs, taxes and surcharges, selling expenses, administrative expenses, financial expenses, credit impairment losses, asset impairment losses, non-operating income, income tax expenses, and cash flow statement items - Monetary funds balance at period-end was 53,137,094.40 yuan, an increase of 95.42% from the beginning of the period, primarily due to agricultural product sales receipts and returns[272][43] - Accounts receivable balance at period-end was 42,174,035.37 yuan, a significant increase from the beginning of the period, mainly due to uncollected agricultural product sales[279][43] - Other receivables balance at period-end was 4,422,624.07 yuan, of which 346,612,206.20 yuan for Nanjing Sweet Group Co., Ltd. was fully provided for impairment[307][313] - Other current liabilities balance at period-end was 61,627,942.71 yuan, primarily comprising 61,466,000.00 yuan in borrowings from Kunming City Transportation Investment Group Co., Ltd[363] - Operating revenue for the current period was 4,400,243.59 yuan, a year-on-year decrease of 65.00%, mainly affected by the decline in chemical product plastic particle and titanium dioxide businesses[380][39] - Net profit attributable to owners of the parent company for the current period was 34,921.86 yuan, compared to 834,355.05 yuan in the previous year, a significant year-on-year decrease[101] Research and Development Expenses The company had no research and development expenses during the reporting period - The company had no research and development expenses[410] Changes in Consolidation Scope During the reporting period, the company had no changes in consolidation scope due to non-same-entity business combinations, same-entity business combinations, reverse acquisitions, disposal of subsidiaries, or other reasons - During the reporting period, the company had no changes in consolidation scope[410] Interests in Other Entities The company's significant non-wholly-owned subsidiary is Shanghai Yixuan International Trade Co., Ltd., with a 45% minority interest balance of 2,088,447.19 yuan at period-end, and a loss attributable to minority shareholders of -451,907.43 yuan for the current period Significant Non-Wholly-Owned Subsidiaries | Subsidiary Name | Minority Shareholding (%) | Current Period Profit/Loss Attributable to Minority Shareholders (yuan) | Period-End Minority Interest Balance (yuan) | | :--- | :--- | :--- | :--- | | Shanghai Yixuan International Trade Co., Ltd. | 45.00 | -451,907.43 | 2,088,447.19 | Key Financial Information of Significant Non-Wholly-Owned Subsidiaries (Current Period) | Subsidiary Name | Operating Revenue (yuan) | Net Profit (yuan) | Total Comprehensive Income (yuan) | Cash Flow from Operating Activities (yuan) | | :--- | :--- | :--- | :--- | :--- | | Shanghai Yixuan International Trade Co., Ltd. | 176.99 | -1,004,238.73 | -1,004,238.73 | -994,212.30 | Government Grants At the end of the reporting period, the company had no government grants recognized at receivable amounts, nor any liability items related to government grants or government grants recognized in current profit or loss - At the end of the reporting period, the company had no government grants recognized at receivable amounts[418] - During the reporting period, the company had no liability items related to government grants or government grants recognized in current profit or loss[418] Risks Related to Financial Instruments The company faces credit risk (primarily from accounts receivable and other receivables), market risk (exchange rate risk, interest rate risk), and liquidity risk. The company manages these risks through credit assessment, hedging agreements, and monitoring funding needs - The company's credit risk primarily arises from accounts receivable and other receivables, managed by setting credit limits based on credit ratings and accruing bad debt provisions by portfolio[420] - The company faces exchange rate risk, mainly related to USD settlements, mitigated by signing hedging agreements[422] - The company faces interest rate risk, primarily from short-term borrowings and other interest-bearing current liabilities; a 25 basis point change in interest rates would impact pre-tax profit by approximately ±175,000 yuan[424] - The company manages liquidity risk by continuously monitoring funding needs and borrowing agreements to ensure sufficient cash reserves[425] Financial Liabilities Maturity Analysis (Undiscounted Contractual Cash Flows) | Item | Within 1 Year (million yuan) | 1-3 Years (million yuan) | 3-5 Years (million yuan) | Over 5 Years (million yuan) | Total (million yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | | Short-term Borrowings (incl. interest) | 10.01 | | | | 10.01 | | Accounts Payable | 1.82 | | | | 1.82 | | Other Payables | 4.12 | | | | 4.12 | | Non-current Liabilities Due Within 1 Year (incl. interest) | 0.54 | | | | 0.54 | | Other Current Liabilities | 61.47 | | | | 61.47 | | Lease Liabilities (incl. interest) | | 0.28 | | | 0.28 | Disclosure of Fair Value The company's management believes that the carrying amounts of financial assets and liabilities measured at amortized cost in the financial statements (including notes receivable, accounts receivable, other receivables, short-term borrowings, accounts payable, other payables, other current liabilities, etc.) approximate their fair values - The carrying amounts of financial assets and liabilities measured at amortized cost in the financial statements approximate their fair values[434] Related Parties and Related Party Transactions This section discloses the company's parent company, subsidiaries, and other related parties, as well as related party transactions, including loan extensions with controlling shareholder Kunming Jiaotou, guarantees and counter-guarantees with subsidiary Jiaochang Co., Ltd., and anticipated daily related party transactions with the Flower Auction Center - The parent company is Kunming City Transportation Investment Group Co., Ltd., with a 12.01% stake, and the ultimate controlling party is the Kunming Municipal People's Government State-owned Assets Supervision and Administration Commission[436] - The company's 21 million yuan and 39 million yuan loans with Kunming Jiaotou have been extended, with an annual interest rate of 3.30%[443] - The company provided a counter-guarantee for its own 10 million yuan working capital loan from the bank, which was guaranteed by Kunming Jiaochang Industrial Co., Ltd[442] - Key management personnel compensation for the current period was 0.49 million yuan[445] Receivables from Related Parties | Item Name | Related Party | Period-End Balance (yuan) | Bad Debt Provision (yuan) | | :--- | :--- | :--- | :--- | | Other Receivables | Hong Kong Petrochemical Co., Ltd. | 30,340,532.39 | 27,205,498.30 | Payables to Related Parties | Item Name | Related Party | Period-End Book Balance (yuan) | | :--- | :--- | :--- | | Other Current Liabilities | Kunming City Transportation Investment Group Co., Ltd. | 61,466,000.00 | Share-Based Payment The company had no share-based payment information during the reporting period - The company had no share-based payment information during the reporting period[450] Commitments and Contingencies The company has significant contingencies, primarily provisions for guarantees provided in previous years for related enterprises of the former controlling shareholder, totaling 2.28 million yuan Details of Provisions | Guaranteed Party/Borrowing Entity | Matter | Loan/Bill Balance (yuan) | Provision (yuan) | | :--- | :--- | :--- | :--- | | Nanjing Weiyou Mobile Technology Co., Ltd. | Bank loan | 4,000,000.00 | 1,000,000.00 | | Jiangsu Jinshui Computer System Engineering Co., Ltd. | Bank loan | 2,792,300.00 | 698,075.00 | | Jiangsu Jinshui Computer System Engineering Co., Ltd. | Bill | 169,384.03 | 84,692.02 | | Nanjing Tubo Software Technology Co., Ltd. | Bank loan | 500,000.00 | 500,000.00 | | Total | | 7,461,684.03 | 2,282,767.02 | - Provisions are accrued based on the guaranteed subject, guarantee method, assumed guarantee responsibility, and estimated loss ratio[451] Events After the Balance Sheet Date From the end of the reporting period to the date of approval for issuance of the financial report, the company had no significant non-adjusting events, profit distribution, or sales returns - From the end of the reporting period to the date of approval for issuance of the financial report, the company had no significant non-adjusting events, profit distribution, or sales returns[453] Other Significant Matters This section details the outstanding debt and litigation progress of the former actual controller Nanjing Sweet Group Co., Ltd., the compulsory liquidation progress of supplier Hong Kong Petrochemical Co., Ltd., and the latest status of the controlling shareholder's equity change. All these matters involve uncertainties that may impact the company's financial position - The former actual controller Nanjing Sweet Group Co., Ltd. has 346.61 million yuan in fund occupation with the company; the company has fully provided for impairment, won the lawsuit, and is currently advancing the claim transfer to resolve historical issues[457][458][459][461] - Supplier Hong Kong Petrochemical was compulsorily wound up by a Hong Kong court; the company has filed lawsuits for sales contract and guarantee contract disputes, which have been heard but not yet ruled upon. The company has accrued 89.9% bad debt provision, and the final settlement result's impact on profit is uncertain[462][463] - The controlling shareholder Kunming Jiaotou's transfer of 12.01% shares to Dianyu Holdings has completed payment, but due to judicial freezing and successive freezing of the underlying equity, the change of registration has not yet been completed, leading to uncertainty[464] Regarding the Debt and Litigation Matters of Former Actual Controller Nanjing Sweet Group Co., Ltd. The former actual controller Nanjing Sweet Group Co., Ltd. and its related parties had significant fund occupation with the company; the company has fully provided for impairment and won the lawsuit. The company is currently advancing the public listing and transfer of claims to resolve this historical issue, but uncertainties remain - Sweet Group's fund occupation balance with the company is 346,612,206.20 yuan, for which the company has fully provided for impairment[457] - The company has won the lawsuit and plans to publicly list and transfer all claims against Sweet Group and its related companies, as well as other contingent claims[458][461] - The related claim appraisal and filing work has not yet been completed, and there is uncertainty regarding approval and the solicitation of qualified interested transferees[461] Supplier Hong Kong Petrochemical Co., Ltd. Issued with Compulsory Winding-Up Order by Hong Kong Court The company's main supplier, Hong Kong Petrochemical, was issued a compulsory winding-up order by a Hong Kong court. The company has filed lawsuits for sales contract and guarantee contract disputes, which have been heard but not yet ruled upon. The company has accrued 89.9% bad debt provision for advance payments to Hong Kong Petrochemical, a