乔治白(002687) - 2025 Q2 - 季度财报

Part I Important Notes, Table of Contents and Definitions Important Notes The Board of Directors, Supervisory Board, and senior management guarantee the report's truthfulness, accuracy, and completeness, while forward-looking statements involve uncertainties - The company's Board of Directors, Supervisory Board, and senior management guarantee the truthfulness, accuracy, and completeness of the report's content[4] - Forward-looking statements, such as future development strategies and operating plans, are subject to uncertainties and do not constitute profit forecasts or substantive commitments[4] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the half-year period[11] Risk Warnings The company faces multiple risks including macroeconomic fluctuations, intensified industry competition, changing customer demands, business concentration, and policy changes - Macroeconomic fluctuation risk: Demand for professional attire is highly correlated with the macroeconomic environment and client performance, potentially impacting revenue stability during economic downturns[4] - Intensified industry competition risk: Traditional apparel companies and e-commerce platforms are expanding into professional attire, increasing competition beyond price and technology to service, potentially pressuring industry profit margins[6] - Customer demand change risk: Professional attire procurement is cyclical; shifts in client procurement or internal customization could affect order continuity, while school uniform market expansion faces regional barriers and evolving consumer aesthetics[7] - Business expansion and concentration risk: Over 95% of the company's revenue relies on the domestic professional attire market, making it vulnerable to single-market fluctuations; loss of major clients could significantly impact performance[8] - Policy change risk: Future adjustments in textile-related taxes, import/export policies, or other regulatory changes could affect the company's procurement costs, pricing strategies, or market positioning[9] Table of Contents The report provides a detailed table of contents covering nine main sections from company overview to financial reports - The report's table of contents includes nine main chapters, from company overview to financial reports[13] Directory of Reference Documents Reference documents include financial statements signed by the company's responsible persons and all publicly disclosed company documents and announcements - Reference documents include financial statements signed and sealed by the company's person in charge, the person in charge of accounting work, and the head of the accounting department[15] - Reference documents include the originals of all company documents and announcements publicly disclosed on the website designated by the China Securities Regulatory Commission during the reporting period[16] - These documents are prepared and available for inspection at the company's Board of Directors Office[17] Definitions The report defines key terms such as company name, actual controller, major subsidiaries, and sales models to ensure clear understanding - The company's actual controllers are Chi Fangran, Chen Yongxia, and Chi Ye[18] - Professional attire marketing centers are sales offices directly managed by the company in provincial capitals and above, aiming to attract customers with lower prices by reducing intermediary profits for agents[18] - Agent sales refer to a sales method where agents are responsible for selling the company's professional attire products within a specific region and time, bearing sales risks and sharing profits[18] Part II Company Profile and Key Financial Indicators I. Company Profile Zhejiang Giuseppe Apparel Co., Ltd. (stock code: 002687) is listed on the Shenzhen Stock Exchange, with Chi Ye as its legal representative - Company stock abbreviation: Giuseppe, stock code: 002687[20] - Company listed on: Shenzhen Stock Exchange[20] - Company legal representative: Chi Ye[20] II. Contact Person and Contact Information The report provides contact details for the Board Secretary, Wu Kuangbi, and Securities Affairs Representative, Kong Linghuo, including address, phone, fax, and email - Board Secretary: Wu Kuangbi, contact address: No. 588 Pingrui Road, Kunyang Town, Pingyang County, Zhejiang Province, phone: 0577-63727222, fax: 0577-63726888, email: wukuangbi@giuseppe.cn[21] - Securities Affairs Representative: Kong Linghuo, contact address: No. 588 Pingrui Road, Kunyang Town, Pingyang County, Zhejiang Province, phone: 0577-63727222, fax: 0577-63726888, email: qzbdsb@126.com[21] III. Other Information The company's registered address, office address, website, and email remained unchanged during the reporting period, with information disclosed via "Shanghai Securities News" and Juchao Information Network - The company's registered address, office address and postal code, website, and email remained unchanged during the reporting period, as detailed in the 2024 annual report[22] - The website for the securities exchange disclosing the company's semi-annual report is www.cninfo.com.cn, and the media name is "Shanghai Securities News"[23] IV. Key Accounting Data and Financial Indicators During the reporting period, the company's operating revenue increased by 1.46%, but net profit attributable to shareholders significantly decreased by 68.09%, with total assets declining by 8.39% Major Accounting Data and Financial Indicators (Current Reporting Period vs. Prior Year) | Indicator | Current Reporting Period (Yuan) | Prior Year (Yuan) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 523,679,570.65 | 516,158,705.69 | 1.46% | | Net Profit Attributable to Shareholders of Listed Company | 14,559,168.25 | 45,628,106.69 | -68.09% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains and Losses) | 19,528,006.36 | 24,386,825.84 | -19.92% | | Net Cash Flow from Operating Activities | -155,400,649.34 | -182,497,168.32 | 14.85% | | Basic Earnings Per Share (Yuan/share) | 0.03 | 0.09 | -66.67% | | Diluted Earnings Per Share (Yuan/share) | 0.03 | 0.09 | -66.67% | | Weighted Average Return on Net Assets | 1.00% | 3.29% | -2.29% | | Period-End Indicators | Current Period-End (Yuan) | Prior Year-End (Yuan) | Period-End Change from Prior Year-End | | Total Assets | 1,952,288,479.75 | 2,131,041,224.15 | -8.39% | | Net Assets Attributable to Shareholders of Listed Company | 1,483,848,903.65 | 1,468,060,184.14 | 1.08% | V. Differences in Accounting Data under Domestic and Overseas Accounting Standards The company reported no differences in net profit and net assets between financial reports prepared under international or overseas accounting standards and Chinese accounting standards - The company reported no differences in net profit and net assets between financial reports disclosed under international accounting standards and Chinese accounting standards during the reporting period[26] - The company reported no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese accounting standards during the reporting period[27] VI. Non-Recurring Gains and Losses Items and Amounts During the reporting period, the company's non-recurring gains and losses totaled -4,968,838.11 Yuan, primarily from non-current asset disposal, government grants, and fair value changes of financial assets Non-Recurring Gains and Losses Items and Amounts | Item | Amount (Yuan) | Explanation | | :--- | :--- | :--- | | Gains or losses from disposal of non-current assets (including the write-off portion of asset impairment provisions) | -55,236.67 | | | Government grants recognized in current profit or loss (excluding those closely related to the company's normal business operations, compliant with national policies, enjoyed according to fixed standards, and having a continuous impact on the company's profit or loss) | 2,348,156.31 | | | Gains or losses from changes in fair value of financial assets and financial liabilities, and investment gains or losses from disposal of financial assets and financial liabilities, except for effective hedging activities related to normal business operations of non-financial enterprises | 1,220,484.33 | | | Other non-operating income and expenses apart from the above items | -9,026,585.30 | | | Less: Income tax impact | -717,213.07 | | | Impact on minority interests (after tax) | 172,869.85 | | | Total | -4,968,838.11 | | Part III Management Discussion and Analysis I. Main Businesses of the Company During the Reporting Period The company primarily customizes mid-to-high-end professional attire with a "one person, one pattern, one garment" standard, actively expanding into the school uniform market - The company's main business is professional attire customization, positioned as "fashion professional attire" and "leader in mid-to-high-end professional attire," with a "one person, one pattern, one garment" product standard, while actively expanding its school uniform business[32] - The professional attire industry is developing towards high-end, specialization, branding, and concentration[34][35] - The company's professional attire sales rely on marketing centers across the country, securing orders through bidding, with major clients including large enterprises in finance, power, telecommunications, postal services, and tobacco[37] - The company adopts a production model primarily based on self-production, supplemented by outsourced processing, operating intelligent production bases in Wenzhou (Zhejiang), Shangqiu (Henan), and Qujing (Yunnan), with plans to establish "satellite factories"[38] - The company in Shanghai, Wenzhou, Yunnan, and Henan has established product design and R&D teams, and collaborates with fashion academies like Donghua University and Shanghai University of Engineering Science on professional apparel research institutes[36] II. Analysis of Core Competitiveness The company's core competitiveness lies in its high-value-added vertical integration across the business chain, supported by a robust database, intelligent systems, and efficient marketing centers - The company's core competitiveness is primarily reflected in its high-value-added vertical integration business model covering design R&D, procurement, production, warehousing, sales, and service[39] - The company possesses a powerful database and intelligent production, warehousing, and logistics systems to support its integrated model[39] - The company operates efficient marketing and experience centers covering key national regions, offering one-stop services from pre-sales consultation to after-sales support, enabling strong control over the end-user market and rapid response to customer needs[39] - The company's core competitiveness did not undergo significant changes during the reporting period[39] III. Analysis of Main Business Operating revenue increased by 1.46%, but rising operating costs pressured gross margin, while financial and income tax expenses significantly decreased Major Financial Data Year-on-Year Changes | Indicator | Current Reporting Period (Yuan) | Prior Year (Yuan) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 523,679,570.65 | 516,158,705.69 | 1.46% | | | Operating Cost | 295,247,830.86 | 262,144,676.58 | 12.63% | | | Selling Expenses | 122,385,420.69 | 121,137,571.36 | 1.03% | | | Administrative Expenses | 39,327,059.73 | 50,487,880.55 | -22.11% | | | Financial Expenses | -1,402,375.04 | -5,017,504.88 | -72.05% | Primarily due to reduced cash income during the reporting period | | Income Tax Expenses | 1,790,585.12 | 4,710,981.19 | -61.99% | Primarily due to a decrease in the company's profit during the reporting period | | R&D Investment | 33,553,044.78 | 36,494,162.21 | -8.06% | | | Net Cash Flow from Operating Activities | -155,400,649.34 | -182,497,168.32 | -14.92% | | | Net Cash Flow from Investing Activities | -117,567,103.44 | -123,955,699.35 | -45.49% | Primarily due to more matured wealth management products redeemed in this period compared to the previous period | | Net Cash Flow from Financing Activities | -5,494,427.23 | -148,830,434.53 | -96.31% | Primarily due to share repurchases in the same period last year | | Net Increase in Cash and Cash Equivalents | -278,462,180.01 | -455,283,302.20 | -49.82% | Primarily due to more matured wealth management products redeemed in this period compared to the previous period, and less financing payments in this period compared to the previous period | Operating Revenue Composition (by Industry, Product, Region) | Category | Item | Current Reporting Period Amount (Yuan) | Proportion of Operating Revenue | Prior Year Amount (Yuan) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | By Industry | Professional Attire | 487,089,818.22 | 93.01% | 485,416,660.84 | 94.04% | 0.34% | | | Retail | 31,335,962.80 | 5.98% | 26,028,582.36 | 5.04% | 20.39% | | By Product | Jackets | 121,896,957.68 | 23.28% | 130,218,721.05 | 25.23% | -6.39% | | | Trousers | 90,770,636.92 | 17.33% | 102,491,054.94 | 19.86% | -11.44% | | | Shirts | 134,736,833.94 | 25.73% | 151,284,272.81 | 29.31% | -10.94% | | | Other | 171,021,352.48 | 32.66% | 127,451,194.40 | 24.69% | 34.19% | | By Region | East China | 286,413,449.27 | 54.69% | 276,736,606.92 | 53.61% | 3.50% | | | Central-South China | 105,602,216.65 | 20.17% | 61,854,776.77 | 11.98% | 70.73% | | | Northeast China | 16,224,514.16 | 3.10% | 10,884,045.74 | 2.11% | 49.07% | | | North China | 10,124,613.51 | 1.93% | 37,084,983.70 | 7.18% | -72.70% | | | Northwest China | 20,008,932.39 | 3.82% | 54,351,923.43 | 10.53% | -63.19% | | | Southwest China | 80,183,187.11 | 15.31% | 70,699,125.52 | 13.70% | 13.41% | - The gross profit margin for professional attire was 44.02%, a year-on-year decrease of 6.08%; retail gross profit margin was 34.96%, a year-on-year increase of 3.65%[45] - Operating revenue in Central-South China increased by 70.73% year-on-year, while operating costs increased by 124.62%, leading to a 12.64% year-on-year decrease in gross profit margin[46] - Operating revenue in North China decreased by 72.70% year-on-year, operating costs decreased by 53.74%, and gross profit margin decreased by 28.44% year-on-year[46] IV. Other Information Required by Disclosure Guidelines for Textile and Apparel Industry The company operates 12 directly-managed and 49 franchised stores, closing 9 during the period, with direct sales as the primary model and limited online sales - Physical store situation: 12 directly-managed stores, 49 franchised stores; 4 directly-managed stores and 5 franchised stores were closed during the reporting period, primarily due to underperforming operations[48] - Directly-managed stores have a total area of 4,586 square meters, with sales of 12.032 million Yuan during the reporting period, averaging 1.0027 million Yuan per store[48] - Sales model: Professional attire sales primarily use directly-managed marketing centers, supplemented by agent sales; retail specialty stores combine directly-managed and franchised stores[50] - Online sales collaborate with third-party platforms such as Taobao Tmall, JD.com, WeChat Channels, Douyin, and Pinduoduo, with Douyin platform recording the highest transaction amount of 1,124,405.91 Yuan during the reporting period[55] - Inventory turnover days were 96 days, and finished goods inventory decreased by 17,252,207.44 Yuan year-on-year, mainly due to increased sales revenue recognized as cost of goods sold in the current period[55] Own Brand Information | Brand Name | Trademark Name | Main Product Types | Features | Target Customer Group | Main Product Price Range | Main Sales Regions | City Tier | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | GIUSEPPE | GIUSEPPE | Men's suit sets, women's suit sets, etc. | Professional Business | Professional business people, group buying customers | Not applicable, depends on style, fabric, etc. | National | Tier 1-3 cities | | giuseppe | giuseppe | Apparel retail, mainly shirts | Professional Business | Professional business people | 500-5,000 Yuan | Zhejiang, Shanghai | Tier 1-5 cities | - The company is engaged in apparel design-related businesses and has 22 in-house apparel designers[57] V. Analysis of Non-Core Business The company has no non-core business analysis content for the reporting period - The company has no non-core business analysis for the reporting period[57] VI. Analysis of Assets and Liabilities At the end of the reporting period, total assets decreased by 8.39%, with significant declines in monetary funds, contract liabilities, and inventory, while receivables and construction in progress increased Major Changes in Asset Composition (Current Period-End vs. Prior Year-End) | Item | Current Period-End Amount (Yuan) | Proportion of Total Assets | Prior Year-End Amount (Yuan) | Proportion of Total Assets | Change in Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 388,315,476.43 | 19.89% | 667,378,911.44 | 31.32% | -11.43% | | Accounts Receivable | 339,014,281.24 | 17.36% | 305,439,228.20 | 14.33% | 3.03% | | Contract Assets | 17,942,327.74 | 0.92% | 23,491,769.70 | 1.10% | -0.18% | | Inventories | 221,730,062.09 | 11.36% | 251,469,238.26 | 11.80% | -0.44% | | Investment Properties | 37,170,238.14 | 1.90% | 34,014,340.76 | 1.60% | 0.30% | | Long-term Equity Investments | 9,301,047.62 | 0.48% | 9,742,408.35 | 0.46% | 0.02% | | Fixed Assets | 374,427,231.84 | 19.18% | 401,622,156.64 | 18.85% | 0.33% | | Construction in Progress | 38,642,183.44 | 1.98% | 27,461,703.92 | 1.29% | 0.69% | | Right-of-Use Assets | 11,811,010.23 | 0.60% | 9,348,016.15 | 0.44% | 0.16% | | Contract Liabilities | 58,896,802.39 | 3.02% | 129,635,214.90 | 6.08% | -3.06% | | Lease Liabilities | 7,384,184.68 | 0.38% | 5,031,283.25 | 0.24% | 0.14% | - The fair value of financial assets measured at fair value was 0.00 Yuan at period-end, compared to 4,848,123.00 Yuan at the beginning of the period[60] Asset Rights Restricted as of the End of the Reporting Period | Item | Book Balance at Year-End (Yuan) | Book Value at Year-End (Yuan) | Restriction Type | Reason for Restriction | | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 4,750,313.95 | 4,750,313.95 | Pledge | Guarantee deposit for letter of guarantee | | Monetary Funds | 200.00 | 200.00 | Pledge | Margin for opening Hong Kong stock account | | Total | 4,750,513.95 | 4,750,513.95 | -- | -- | VII. Analysis of Investment Status During the reporting period, the company had no significant equity or non-equity investments, but engaged in securities and wealth management product investments - The company had no significant equity investments or non-equity investments during the reporting period[62][63] Securities Investment Information (Current Reporting Period) | Security Type | Security Code | Security Name | Initial Investment Cost (Yuan) | Book Value at Period-Start (Yuan) | Amount Sold During Period (Yuan) | Gains/Losses During Period (Yuan) | Book Value at Period-End (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Domestic and Overseas Stocks | 688317 | Zhijiang Bio | 524,386.48 | 243,750.00 | 243,080.77 | 281,305.71 | 0.00 | | Domestic and Overseas Stocks | 300246 | Biolight | 2,135,050.00 | 1,718,013.00 | 1,856,467.00 | 278,583.00 | 0.00 | | Domestic and Overseas Stocks | 1256 | Weigang Technology | 939,140.96 | 1,008,060.00 | 1,148,187.00 | 209,046.04 | 0.00 | | Domestic and Overseas Stocks | 2555 | 37 Interactive Entertainment | 351,500.00 | 312,800.00 | 570,000.00 | 98,300.00 | 0.00 | | Domestic and Overseas Stocks | 2524 | Guangzheng Eye Hospital | 388,262.00 | 364,000.00 | 395,000.00 | 6,738.00 | 0.00 | | Domestic and Overseas Stocks | 688063 | Pylon Technologies | 1,393,140.56 | 1,201,500.00 | 1,395,000.00 | 1,859.44 | 0.00 | | Total | 5,731,480.00 | 4,848,123.00 | 5,607,734.77 | 440,545.23 | 0.00 | Entrusted Wealth Management Information | Specific Type | Source of Entrusted Funds | Amount of Entrusted Wealth Management (10,000 Yuan) | Unmatured Balance (10,000 Yuan) | Overdue Unrecovered Amount (10,000 Yuan) | | :--- | :--- | :--- | :--- | :--- | | Bank Wealth Management Products | Own Funds | 42,500 | 25,100 | 0 | | Brokerage Wealth Management Products | Own Funds | 5,000 | 5,000 | 0 | | Total | | 47,500 | 30,100 | 0 | - The company had no derivative investments or use of raised funds during the reporting period[65][66] VIII. Significant Asset and Equity Sales During the reporting period, the company did not engage in any significant asset or equity sales - The company did not sell significant assets during the reporting period[67] - The company did not sell significant equity during the reporting period[68] IX. Analysis of Major Holding and Associate Companies Major subsidiaries include Shanghai Giuseppe Apparel, Henan Giuseppe Apparel, and Yunnan Giuseppe Apparel, with Henan and Yunnan contributing significantly to net profit Major Subsidiaries and Associate Companies with Net Profit Impact Exceeding 10% | Company Name | Company Type | Registered Capital (Yuan) | Total Assets (Yuan) | Net Assets (Yuan) | Operating Revenue (Yuan) | Operating Profit (Yuan) | Net Profit (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shanghai Giuseppe Apparel Co., Ltd. | Subsidiary | 10,500,000 | 83,739,078.17 | 13,557,371.46 | 34,986,799.95 | 7,630,636.07 | 7,451,287.32 | | Shanghai Zhishang Creative Design Co., Ltd. | Associate Company | 2,000,000 | 98,203.33 | -53,719.65 | 207,810.99 | 368,131.65 | 368,131.65 | | Henan Giuseppe Apparel Co., Ltd. | Subsidiary | 100,000,000 | 437,189,778.69 | 340,185,613.72 | 126,988,490.49 | 14,457,319.24 | 13,097,224.91 | | Yunnan Giuseppe Apparel Technology Co., Ltd. | Subsidiary | 101,000,000 | 399,790,610.94 | 175,703,459.49 | 27,474,137.22 | 39,540,687.06 | 35,860,472.57 | | Zhejiang Giuseppe School Uniform Co., Ltd. | Subsidiary | 100,000,000 | 128,053,913.15 | 27,454,137.22 | 13,447,977.48 | 105,410,111.60 | 27,611,158.58 | | Zhejiang Giuseppe Life Management Co., Ltd. | Subsidiary | 125,000,000 | 8,918,695.44 | -7,009,031.94 | -17,693.87 | -631,940.48 | -8,327,659.37 | | Wenzhou Giuseppe Trading Co., Ltd. | Subsidiary | 10,000,000 | 6,951,895.35 | 17,693.87 | -473,955.36 | 25,254,391.18 | 2,333,055.35 | | Wenzhou Giuseppe Network Technology Co., Ltd. | Subsidiary | 1,000,000 | 1,562,537.80 | 272,734.68 | 173,179.06 | 169,234.58 | 169,234.58 | | Wenzhou Giuseppe Apparel Technology Co., Ltd. | Subsidiary | 500,000 | 2,014,574.01 | 684,005.91 | 805,749.93 | -9,743.74 | -9,743.74 | - The company had no acquisitions or disposals of subsidiaries during the reporting period[71] X. Information on Structured Entities Controlled by the Company During the reporting period, the company did not control any structured entities - The company did not control any structured entities during the reporting period[72] XI. Risks Faced by the Company and Countermeasures The company faces risks from intense market competition, unmet market expansion expectations, and underperforming investments, addressed by market deep-diving, R&D, and enhanced investment oversight - Risk of intense market competition in professional attire and school uniforms: Company's main business is professional attire customization, with orders significantly affected by macroeconomic fluctuations and client performance; many retail brands are entering the professional attire and school uniform markets, intensifying competition[72] - Countermeasures: The company will deeply explore the business professional attire market, actively expand the school uniform market, maintain its position as a "leading brand in mid-to-high-end professional attire," and strive to build and solidify its status as the "number one school uniform brand in China"[72] - Countermeasures: In terms of products, increase investment in design and R&D to launch differentiated, high-value-added product series; in terms of management, the company will implement "micro-carving" management; in terms of sales, actively promote sales channel penetration to expand and cultivate effective customers[72] - Risk of market expansion not meeting expectations: The company plans to establish a commuter wear R&D center and enter this market, facing challenges such as intense market competition, brand recognition barriers, and diversified demands from office workers[73] - Countermeasures: Strengthen market research, assemble a professional team to deeply analyze target customer preferences and competitor advantages; establish a rapid response mechanism, collect market feedback through small-batch trial sales, and promptly adjust product design and marketing strategies[73] - Risk of investment returns not meeting expectations: The company uses idle self-owned funds for risk investments, establishing Shangqiu Shanqiu Enterprise Management Co., Ltd. as an external investment entity to invest in "satellite factories" and other potentially lucrative projects, which carries the risk of returns not meeting expectations[74] - Countermeasures: Conduct comprehensive market, financial, and legal due diligence before investing; strengthen supervision and management of investment projects, regularly evaluate investment performance, and promptly identify and correct issues[75] XII. Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan The company has not formulated a market value management system nor disclosed a valuation enhancement plan - The company has not formulated a market value management system[76] - The company has not disclosed a valuation enhancement plan[76] XIII. Implementation of "Quality and Return Double Improvement" Action Plan The company has not disclosed an announcement regarding the "Quality and Return Double Improvement" action plan - The company has not disclosed an announcement regarding the "Quality and Return Double Improvement" action plan[76] Part IV Corporate Governance, Environment and Society I. Changes in Directors, Supervisors, and Senior Management During the reporting period, there were no changes in the company's directors, supervisors, or senior management, as detailed in the 2024 annual report - There were no changes in the company's directors, supervisors, and senior management during the reporting period, as detailed in the 2024 annual report[77] II. Profit Distribution and Capital Reserve to Share Capital Increase During the Reporting Period The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the half-year period - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the half-year period[78] III. Implementation of Company Equity Incentive Plan, Employee Stock Ownership Plan or Other Employee Incentive Measures On June 6, 2025, the company approved the second unlocking period for its 2021 restricted stock incentive plan, resulting in 719,122 restricted shares being unlocked and listed - On June 6, 2025, the company's seventh Board of Directors' twenty-first meeting and seventh Supervisory Board's fifteenth meeting approved the "Proposal on the Achievement of the Conditions for the Second Unlocking Period of the 2021 Restricted Stock Incentive Plan's Reserved Grant"[80] - A total of 719,122 restricted shares were eligible for unlocking by 52 qualified incentive recipients[81] - Following this unlocking, the remaining ununlocked quantity of the reserved grant under the "2021 Restricted Stock Incentive Plan (Draft)" is zero[81] - The company had no employee stock ownership plans or other employee incentive measures implemented during the reporting period[82] IV. Environmental Information Disclosure The company and its major subsidiaries are not listed as legally required environmental information disclosure entities, had no environmental accidents, and are not key polluting units - The listed company and its major subsidiaries are not included in the list of enterprises legally required to disclose environmental information[82] - The listed company had no environmental accidents[82] - The company and its subsidiaries strictly comply with relevant national environmental protection laws and regulations and were not designated as key polluting units by environmental protection authorities during the reporting period[82] V. Social Responsibility The company is committed to being a leading brand in mid-to-high-end professional attire, fulfilling social responsibilities by protecting stakeholder rights, valuing employees, and promoting environmental sustainability - The company's mission is "perfect products, satisfactory service," and its purpose is "people-oriented, rewarding employees, serving society," actively striving to achieve corporate social value and responsibility[82] - The company provides substantial returns to investors through rapid and stable development and high performance growth, strengthens insider information disclosure management, protects investor rights, and adheres to honest operation, valuing creditor rights protection[82] - The company promotes a culture of "happy work, healthy life," emphasizes talent acquisition and development, focuses on employee health, safety, and satisfaction, strictly complies with the "Labor Contract Law," implements full-staff labor contracts, participates in social insurance, and contributes to housing provident funds for employees[83] - The company maintains good cooperative relationships with suppliers, customers, and consumers based on principles of honesty, mutual benefit, and legal compliance, adhering to a "win-win" principle and continuously providing quality services[83] - The company highly values environmental protection, actively implements energy-saving and consumption-reducing plans, utilizes paperless office equipment like electronic office systems, comprehensively utilizes resources, and strives to build a resource-saving and environmentally friendly enterprise[83] Part V Significant Matters I. Commitments Fulfilled and Overdue Unfulfilled Commitments by Actual Controller, Shareholders, Related Parties, Acquirers and the Company During and as of the End of the Reporting Period During the reporting period, there were no fulfilled or overdue unfulfilled commitments by the company's actual controller, shareholders, related parties, acquirers, or the company - During the reporting period, there were no commitments fulfilled or overdue unfulfilled by the company's actual controller, shareholders, related parties, acquirers, or the company[87] II. Non-Operating Fund Occupation by Controlling Shareholders and Other Related Parties of the Listed Company During the reporting period, there was no non-operating fund occupation by controlling shareholders or other related parties of the listed company - During the reporting period, there was no non-operating fund occupation by controlling shareholders or other related parties of the listed company[88] III. Illegal External Guarantees During the reporting period, the company had no illegal external guarantees - The company had no illegal external guarantees during the reporting period[89] IV. Appointment and Dismissal of Accounting Firms The company's semi-annual report was not audited - The company's semi-annual report was not audited[90] V. Board of Directors and Supervisory Board Explanation on "Non-Standard Audit Report" from Accounting Firm During the reporting period, there was no explanation from the Board of Directors or Supervisory Board regarding a "non-standard audit report" from the accounting firm - During the reporting period, there was no explanation from the Board of Directors or Supervisory Board regarding a "non-standard audit report" from the accounting firm[91] VI. Board of Directors Explanation on "Non-Standard Audit Report" Related to Previous Year During the reporting period, there was no explanation from the Board of Directors regarding a "non-standard audit report" related to the previous year - During the reporting period, there was no explanation from the Board of Directors regarding a "non-standard audit report" related to the previous year[91] VII. Bankruptcy Reorganization Matters During the reporting period, the company had no bankruptcy reorganization matters - The company had no bankruptcy reorganization matters during the reporting period[91] VIII. Litigation Matters The company had no significant litigation or arbitration matters during the reporting period, with minor lawsuits totaling 654,500 Yuan that are not expected to have a major impact - The company had no significant litigation or arbitration matters during the reporting period[92] - The company had minor lawsuits not meeting the disclosure threshold, totaling 654,500 Yuan, with 3 cases pending and 2 cases concluded[93] - The related lawsuits are not expected to have a significant impact on the company[93] IX. Penalties and Rectification During the reporting period, the company had no penalties or rectification situations - The company had no penalties or rectification situations during the reporting period[94] X. Integrity Status of the Company, its Controlling Shareholders, and Actual Controllers During the reporting period, there were no integrity issues concerning the company, its controlling shareholders, or actual controllers - During the reporting period, there were no integrity issues concerning the company, its controlling shareholders, or actual controllers[95] XI. Significant Related Party Transactions The company had no significant related party transactions during the reporting period, including those related to daily operations, asset/equity acquisition/disposal, joint investments, or related party debt - The company had no related party transactions related to daily operations during the reporting period[95] - The company had no related party transactions involving asset or equity acquisition/disposal during the reporting period[96] - The company had no related party transactions involving joint external investments during the reporting period[97] - The company had no related party debt transactions during the reporting period[98] - There were no deposits, loans, credit lines, or other financial transactions between the company and related financial companies[99][101] - The company had no other significant related party transactions during the reporting period[102] XII. Significant Contracts and Their Performance The company had no significant entrustment, contracting, or guarantee contracts, but engaged in various leasing activities and entrusted wealth management - The company had no entrustment or contracting situations during the reporting period[103][104] - The company has multiple lease contracts, primarily involving the leasing of factory buildings by Shanghai Giuseppe Apparel Co., Ltd. and the leasing of office spaces and buildings by the company in Pingyang, Jinan, Anhui, Hunan, etc., with most lease terms being 1-3 years[105][106][107][108] - During the reporting period, the company had no lease projects where the gains or losses accounted for 10% or more of the company's total profit for the reporting period[109] - The company had no significant guarantee situations during the reporting period[110] - The company's entrusted wealth management amounted to 475 million Yuan, with an unmatured balance of 301 million Yuan at period-end, and no overdue unrecovered amounts[112] - The company had no other significant contracts during the reporting period[112] XIII. Explanation of Other Significant Matters The company expects 2025 donations not to exceed 30 million Yuan, completed a share repurchase of 20.2 million shares, and approved various financial and incentive plans - The company expects its external donation limit for 2025 not to exceed 30 million Yuan, with cash donations not exceeding 2 million Yuan[114] - The company has completed its share repurchase plan, having cumulatively repurchased 20,200,043 shares, accounting for 4.00% of its total share capital, with a transaction amount of 80,037,052.39 Yuan, all to be used for equity incentives or employee stock ownership plans[115] - The company's Board of Directors and Shareholders' Meeting approved proposals including the 2024 annual financial settlement, profit distribution plan, estimated entrusted wealth management and cash management limits, and the use of idle self-owned funds for risk investments[116] - The conditions for the second unlocking period of the 2021 restricted stock incentive plan's reserved grant have been met, approving the unlocking of 719,122 restricted shares for 52 eligible incentive recipients[117] XIV. Significant Matters of Company Subsidiaries During the reporting period, the company's subsidiaries had no significant matters - The company's subsidiaries had no significant matters[118] Part VI Share Changes and Shareholder Information I. Share Change Information During the reporting period, restricted shares decreased by 619,771, while unrestricted shares increased by the same amount, with no change in total share capital Share Change Information (Current Reporting Period) | Share Type | Quantity Before This Change (shares) | Proportion Before This Change | Increase/Decrease in This Change (shares) | Quantity After This Change (shares) | Proportion After This Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 91,949,628 | 18.22% | -619,771 | 91,329,857 | 18.09% | | Of which: Shares held by domestic natural persons | 91,949,628 | 18.22% | -619,771 | 91,329,857 | 18.09% | | II. Unrestricted Shares | 412,829,863 | 81.78% | 619,771 | 413,449,634 | 81.91% | | Of which: RMB ordinary shares | 412,829,863 | 81.78% | 619,771 | 413,449,634 | 81.91% | | III. Total Shares | 504,779,491 | 100.00% | 0 | 504,779,491 | 100.00% | - The main reason for the share change was the achievement of conditions for the second unlocking period of the 2021 restricted stock incentive plan's reserved grant, leading to the listing and circulation of 719,122 restricted shares held by 52 eligible incentive recipients[122] - As of June 30, 2025, the company had cumulatively repurchased 20,200,043 shares through centralized bidding, accounting for 4.00% of its total share capital, and the repurchase plan has been completed[123] 2. Changes in Restricted Shares During the reporting period, restricted shares held by middle management and core technical personnel decreased by 719,123, with the period-end balance at zero, due to the unlocking of the 2021 restricted stock incentive plan Changes in Restricted Shares (Current Reporting Period) | Shareholder Name | Restricted Shares at Period-Start (shares) | Shares Unlocked During Period (shares) | Shares Increased During Period (shares) | Restricted Shares at Period-End (shares) | Reason for Restriction | Unlocking Date | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zhou Jiangjiang | 122,994 | 99,352 | 99,352 | 122,994 | Senior management lock-up | To be unlocked 36 months after the initial grant registration date | | Company (including subsidiaries) middle management and core technical personnel (total 51 persons) | 619,770 | 619,770 | 0 | 0 | 2021 Restricted Stock Incentive Plan Grant | To be unlocked 36 months after the initial grant registration date | | Chi Fangran | 51,961,925 | 0 | 0 | 51,961,924 | Not applicable | Data rounding difference | | Total | 52,704,689 | 719,123 | 99,352 | 52,084,918 | -- | -- | II. Securities Issuance and Listing During the reporting period, the company had no securities issuance or listing activities - The company had no securities issuance or listing activities during the reporting period[127] III. Number of Shareholders and Shareholding Information At the end of the reporting period, the company had 17,118 ordinary shareholders, with Chi Fangran, Qian Shaozhi, and Chen Yongxia as major shareholders, and the company's repurchase account holding 4.00% of total shares - Total number of ordinary shareholders at the end of the reporting period: 17,118 households[127] - The company's actual controllers are Chi Fangran, Chen Yongxia, and Chi Ye, with Chi Fangran and Chen Yongxia being a married couple, and Chi Ye being their daughter[127] Shareholding Information of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Ratio | Number of Shares Held at Period-End (shares) | Number of Restricted Shares Held (shares) | Number of Unrestricted Shares Held (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | | Chi Fangran | Domestic Natural Person | 13.73% | 69,282,566 | 51,961,924 | 17,320,642 | | Qian Shaozhi | Domestic Natural Person | 10.71% | 54,047,373 | 0 | 54,047,373 | | Chen Yongxia | Domestic Natural Person | 7.45% | 37,623,005 | 28,217,254 | 9,405,751 | | Fu Shaoming | Domestic Natural Person | 4.96% | 25,029,184 | 0 | 25,029,184 | | Chi Ye | Domestic Natural Person | 2.90% | 14,645,000 | 10,983,750 | 3,661,250 | | Xu Lei | Domestic Natural Person | 2.22% | 11,210,000 | 0 | 11,210,000 | | Fu Yi | Domestic Natural Person | 1.87% | 9,422,879 | 0 | 9,422,879 | | Yu Linjian | Domestic Natural Person | 1.38% | 6,987,908 | 0 | 6,987,908 | | Liu Heng | Domestic Natural Person | 0.70% | 3,508,330 | 0 | 3,508,330 | | BARCLAYS BANK PLC | Overseas Legal Person | 0.65% | 3,266,164 | 0 | 3,266,164 | - As of June 30, 2025, the company's dedicated securities account for share repurchase held 20,200,043 shares, representing 4% of the company's total share capital, and the share repurchase plan has been completed[128] IV. Changes in Shareholdings of Directors, Supervisors, and Senior Management During the reporting period, there were no changes in the shareholdings of the company's directors, supervisors, and senior management, as detailed in the 2024 annual report - There were no changes in the shareholdings of the company's directors, supervisors, and senior management during the reporting period, as detailed in the 2024 annual report[129] V. Changes in Controlling Shareholder or Actual Controller During the reporting period, there were no changes in the company's controlling shareholder or actual controller - The company's controlling shareholder did not change during the reporting period[130] - The company's actual controller did not change during the reporting period[130] Part VII Bond-Related Information During the reporting period, the company had no bond-related information - The company had no preferred shares during the reporting period[131] Part VIII Financial Report I. Audit Report The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited[135] II. Financial Statements This section presents the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the first half of 2025 - The consolidated balance sheet shows total assets of 1,952,288,479.75 Yuan and total liabilities of 391,661,852.44 Yuan at period-end[139] - The consolidated income statement shows total operating revenue of 523,679,570.65 Yuan, net profit of 10,673,795.67 Yuan, and net profit attributable to parent company shareholders of 14,559,168.25 Yuan for the current period[146][147] - The consolidated cash flow statement shows net cash flow from operating activities of -155,400,649.34 Yuan, net cash flow from investing activities of -117,567,103.44 Yuan, and net cash flow from financing activities of -5,494,427.23 Yuan[151][152] III. Company Overview Zhejiang Giuseppe Apparel Co., Ltd., listed on the Shenzhen Stock Exchange in July 2012, specializes in the design, production, and sale of professional attire, shirts, and school uniforms - Zhejiang Giuseppe Apparel Co., Ltd. was listed on the Shenzhen Stock Exchange in July 2012, operating in the textile, apparel, and accessories industry[169] - The company primarily engages in the design, production, and sale of professional attire, shirts, and school uniforms[170] - As of June 30, 2025, the company's total issued share capital was 504,779,491 shares, with a registered capital of 504,779,491.00 Yuan[169] - The company has no parent company, and its actual controllers are natural persons Chi Fangran, Chen Yongxia, and Chi Ye[171] IV. Basis of Preparation of Financial Statements The company's financial statements are prepared on a going concern basis, adhering to enterprise accounting standards and CSRC regulations, using the accrual basis of accounting and historical cost measurement - The company's financial statements are prepared on a going concern basis, in accordance with transactions and events, following the "Enterprise Accounting Standards" issued by the Ministry of Finance and the disclosure requirements of "Information Disclosure Rules for Companies Issuing Securities No. 15 - General Provisions for Financial Reports (Revised 2023)" by the China Securities Regulatory Commission[173] - In accordance with relevant provisions of enterprise accounting standards, the company's accounting is based on the accrual basis. Except for certain financial instruments, these financial statements are measured at historical cost[173] - The company possesses the ability to continue as a going concern for 12 months from the end of the reporting period, with no significant matters affecting its going concern ability[175] V. Significant Accounting Policies and Estimates This section details the company's adherence to accounting standards, accounting period, operating cycle, functional currency, materiality, business combinations, financial instruments, and revenue recognition - The financial statements prepared by the company comply with the requirements of enterprise accounting standards, accurately and completely reflecting the company's financial position as of June 30, 2025, and its operating results and cash flows for the first half of 2025[177] - The company's accounting year adopts the calendar year, i.e., from January 1 to December 31; a 12-month period is used as an operating cycle and as the liquidity classification standard for assets and liabilities; the Renminbi is the currency of the main economic environment in which the company and its domestic subsidiaries operate, and is used as the functional currency[178][179][180] - Inventories are measured at the lower of cost and net realizable value; when net realizable value is below cost, an inventory impairment provision is made. The company classifies inventories into different groups and makes impairment provisions based on these groups, determining net realizable value based on inventory age[214][215][216][217] - Fixed assets are depreciated using the straight-line method, with depreciation periods of 20 years for buildings, 10 years for machinery and equipment, 5 years for transportation equipment, 5 years for electronic equipment and others, and 5 years for fixed asset renovations, all with a residual value rate of 5-10%[236] - Revenue recognition: Revenue is recognized when the customer obtains control of the related goods. Specific revenue recognition criteria and timing are determined based on business type (professional attire direct sales/agency, retail direct stores/franchised stores)[261][263] - Government grants are classified as asset-related or income-related; asset-related grants are recognized as deferred income and amortized over the asset's useful life, while income-related grants compensating for future costs are deferred, and those compensating for incurred costs are directly recognized in current profit or loss[266][267] - Current accounting policy changes primarily involve "Interpretation No. 17 of Enterprise Accounting Standards" and "Interpretation No. 18 of Enterprise Accounting Standards," with Interpretation No. 18 causing guarantee-type quality assurance not classified as a single performance obligation to be reclassified from "selling expenses" to "operating costs"[280] VI. Taxation The company's main taxes include VAT, urban maintenance and construction tax, corporate income tax, education surcharge, and local education surcharge, with some entities enjoying high-tech enterprise or small-profit enterprise tax benefits Major Tax Categories and Rates | Tax Type | Tax Base | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax (VAT) | Based on sales of goods and taxable services calculated according to tax laws, after deducting deductible input VAT for the current period, the difference is the VAT payable | 13%, 9%, 6%, 5%, 3% | | Urban Maintenance and Construction Tax | Calculated based on actual VAT paid | 7%, 5% | | Corporate Income Tax | Calculated based on taxable income | 25%, 20%, 15% | | Education Surcharge | Calculated based on actual VAT paid | 3% | | Local Education Surcharge | Calculated based on actual VAT paid | 2% | - The parent company, Zhejiang Giuseppe Apparel Co., Ltd., and its subsidiaries Henan Giuseppe Apparel Co., Ltd. and Yunnan Giuseppe Apparel Technology Co., Ltd. are recognized as high-tech enterprises, subject to a reduced corporate income tax rate of 15%[283][284] - Subsidiaries Shanghai Zhishang Creative Design Co., Ltd., Zhejiang Giuseppe Life Management Co., Ltd., Wenzhou Giuseppe Apparel Technology Co., Ltd., and Wenzhou Giuseppe Network Technology Co., Ltd. qualify as small-profit enterprises and enjoy corporate income tax preferential policies[287] VII. Notes to Consolidated Financial Statements This section provides detailed notes on consolidated financial statement items, including monetary funds, financial assets, receivables, inventories, fixed assets, goodwill, and revenue/cost - Monetary funds at period-end totaled 388,315,476.43 Yuan, including restricted monetary funds of 4,750,513.95 Yuan, primarily for letter of guarantee deposits and Hong Kong stock account margin[289][290] - Trading financial assets at period-end totaled 271,000,000.00 Yuan, mainly comprising brokerage wealth management products, bank wealth management products, and structured deposits[292] - Accounts receivable at period-end had a book value of 339,014,281.24 Yuan, with an impairment provision of 59,219,093.07 Yuan[299] - Inventories at period-end had a book value of 221,730,062.09 Yuan, with total inventory impairment provisions and contract performance cost impairment provisions of 150,667,217.47 Yuan[339][342] - Long-term equity investments at period-end had a book value of 9,301,047.62 Yuan, primarily representing investment in associate company Zhejiang Qiaoxiang Professional Attire Co., Ltd.[348] - Fixed assets at period-end had a book value of 374,427,231.84 Yuan, including fixed assets without property certificates totaling 45,961,406.65 Yuan[355][357] - Goodwill had a book original value of 8,489,712.25 Yuan; impairment tests showed no goodwill impairment for the asset groups of Shanghai Giuseppe Apparel Co., Ltd. and Yunnan Giuseppe Apparel Technology Co., Ltd.[367][370] - Contract liabilities at period-end were 58,896,802.39 Yuan, a significant decrease from 129,635,214.90 Yuan at the beginning of the period[398] - Employee compensation payable at period-end was 76,417,562.60 Yuan[401] - Operating revenue was 523,679,570.65 Yuan, and operating cost was 295,247,830.86 Yuan[422] - Selling expenses were 122,385,420.69 Yuan, administrative expenses were 39,327,059.73 Yuan, and R&D expenses were 33,553,044.78 Yuan[428][427][430] - Investment income was 1,220,484.33 Yuan, primarily from the disposal of trading financial assets[436] - Net cash flow from operating activities was -155,400,649.34 Yuan[454] VIII. Research and Development Expenses During the reporting period, the company's total R&D expenditure was 33,553,044.78 Yuan, all expensed, primarily comprising salaries, direct materials, and depreciation R&D Expenditure Information | Item | Amount for Current Period (Yuan) | Amount for Prior Period (Yuan) | | :--- | :--- | :--- | | Salaries and Wages | 19,871,537.90 | 19,308,199.55 | | Direct Materials | 11,126,752.14 | 12,852,820.90 | | Depreciation Expenses | 1,995,477.52 | 2,212,498.90 | | Other Expenses | 525,054.94 | 1,351,658.50 | | Equity Incentive Fees | 34,222.28 | 768,984.36 | | Total | 33,553,044.78 | 36,494,162.21 | | Of which: Expensed R&D Expenditure | 33,553,044.78 | 36,494,162.21 | - All R&D expenditure for the current period was expensed[462] IX. Changes in Consolidation Scope During the reporting period, the company did not lose control over any subsidiaries or dispose of investments in subsidiaries in multiple steps - There were no transactions or events resulting in the loss of control over subsidiaries during the current period[463] - There was no step-by-step disposal of investments in subsidiaries through multiple transactions resulting in loss of control during the current period[463] X. Interests in Other Entities This section outlines the company's group structure, including major subsidiaries' registered capital, business nature, and shareholding, noting control over Zhejiang Giuseppe School Uniform Co., Ltd. despite holding less than 50% voting rights Composition of the Enterprise Group (Major Subsidiaries) | Subsidiary Name | Registered Capital (Yuan) | Main Operating Location | Business Nature | Shareholding Ratio (Direct) | Acquisition Method | | :--- | :--- | :--- | :--- | :--- | :--- | | Shanghai Giuseppe Apparel Co., Ltd. | 10,500,000.00 | Shanghai | Apparel Sales | 100.00% | Business Combination Not Under Common Control | | Henan Giuseppe Apparel Co., Ltd. | 100,000,000.00 | Shangqiu | Apparel Production and Sales | 100.00% | Investment Establishment | | Yunnan Giuseppe Apparel Technology Co., Ltd. | 101,000,000.00 | Qujing | Apparel Production and Sales | 100.00% | Business Combination Not Under Common Control | | Shanghai Zhishang Creative Design Co., Ltd. | 2,000,000.00 | Shanghai | Creative Design | 51.00% | Investment Establishment | | Zhejiang Giuseppe School Uniform Co., Ltd. | 100,000,000.00 | Pingyang | Apparel Production and Sales | 48.00% | Investment Establishment | | Zhejiang Giuseppe Life Management Co., Ltd. | 125,000,000.00 | Pingyang | Business Services | 60.00% | Investment Establishment | | Wenzhou Giuseppe Trading Co., Ltd. | 10,000,000.00 | Pingyang | Apparel Sales | 100.00% | Investment Establishment | | Wenzhou Giuseppe Apparel Technology Co., Ltd. | 500,000.00 | Pingyang | Apparel Sales | 100.00% | Investment Est