Part I. Important Notes, Table of Contents, and Definitions Important Notes The Board of Directors and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, assuming legal responsibility. - The company's Board of Directors and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content and assume legal responsibility5 - Company head Chen Weicheng, chief accountant Chen Zhicong, and head of accounting department Tong Chaojun declare that the financial report in this semi-annual report is true, accurate, and complete5 - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital6 Table of Contents This report's clear table of contents lists nine main chapters covering important notes, company profile, management discussion, corporate governance, significant matters, share changes, bond information, financial reports, and other submitted data for investor review. - The report comprises nine main chapters, covering company operations, financials, governance, and significant matters8 List of Reference Documents Reference documents include financial statements signed by the legal representative, CFO, and head of accounting, along with original public disclosures and the chairman's signed semi-annual report. - Reference documents include financial statements signed by the legal representative, chief financial officer, and head of the accounting department10 - Originals of all company documents and announcements publicly disclosed in newspapers designated by the China Securities Regulatory Commission during the reporting period are available for inspection11 - The original 2025 semi-annual report document bearing the signature of Chairman Chen Weicheng is one of the reference documents12 Definitions This section provides clear definitions for common terms and company-related entities used in the report, including "World Union" and its controlling shareholder "Dahengqin". - "World Union," "Worldunion," or "the Company," "this Company" refers to Shenzhen World Union Group Co., Ltd14 - "Dahengqin" refers to Zhuhai Dahengqin Group Co., Ltd., the controlling shareholder of Worldunion14 - The report lists several wholly-owned or controlled subsidiaries, including Worldunion China, Beijing Worldunion, and Dongguan Worldunion1415 Part II. Company Profile and Key Financial Indicators Company Profile The company, listed on the Shenzhen Stock Exchange under stock code 002285, is officially known as Shenzhen World Union Group Co., Ltd., with Chen Weicheng as its legal representative. Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Worldunion | | Stock Code | 002285 | | Listing Exchange | Shenzhen Stock Exchange | | Chinese Name | Shenzhen World Union Group Co., Ltd. | | Legal Representative | Chen Weicheng | Contact Persons and Information The company's Board Secretary, Wu Huiming, and Securities Affairs Representative, Hu Qian, share the same contact address in Shenzhen, with provided phone, fax, and email details. Contact Information | Position | Name | Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Wu Huiming | 15th Floor, Luohu Business Center, 2028 Shennan East Road, Luohu District, Shenzhen | 0755-22162688 | 0755-22162599 | info@worldunion.com.cn | | Securities Affairs Representative | Hu Qian | 15th Floor, Luohu Business Center, 2028 Shennan East Road, Luohu District, Shenzhen | 0755-22162588 | 0755-22162599 | info@worldunion.com.cn | Other Information The company's registered address, office address, postal code, website, and email remained unchanged during the reporting period, as did its information disclosure and storage locations. - The company's registered address, office address, postal code, website, and email remained unchanged during the reporting period19 - Information disclosure and storage locations remained unchanged during the reporting period; details can be found in the 2024 annual report20 Key Accounting Data and Financial Indicators In H1 2025, the company's operating revenue decreased by 14.97% YoY, and net profit attributable to shareholders turned to a loss, declining by 180.54%. Key Accounting Data and Financial Indicators (H1 2025 vs. Prior Year Period) | Indicator | This Reporting Period (CNY) | Prior Year Period (CNY) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,033,759,055.40 | 1,215,816,229.34 | -14.97% | | Net Profit Attributable to Shareholders of Listed Company | -12,229,675.92 | 15,184,238.34 | -180.54% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-recurring Gains/Losses) | -46,623,668.97 | -52,555,331.29 | 11.29% | | Net Cash Flow from Operating Activities | -59,002,771.47 | -121,095,852.97 | 51.28% | | Basic Earnings Per Share (CNY/share) | -0.01 | 0.01 | -200.00% | | Diluted Earnings Per Share (CNY/share) | -0.01 | 0.01 | -200.00% | | Weighted Average Return on Net Assets | -0.43% | 0.50% | -0.93% | | Total Assets | 4,143,526,478.27 | 4,392,412,889.66 | -5.67% | | Net Assets Attributable to Shareholders of Listed Company | 2,831,166,045.95 | 2,843,398,359.17 | -0.43% | Differences in Accounting Data Under Domestic and Overseas Accounting Standards The company reported no differences in net profit and net assets between financial statements prepared under international/overseas accounting standards and Chinese accounting standards. - During the reporting period, there were no differences in net profit and net assets between financial reports disclosed under International Accounting Standards and Chinese Accounting Standards23 - During the reporting period, there were no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese Accounting Standards24 Non-recurring Gains and Losses Items and Amounts The company's total non-recurring gains and losses amounted to CNY 34.39 million during the reporting period, primarily from disposal of non-current assets, government grants, and fair value changes of financial assets. Non-recurring Gains and Losses Items and Amounts | Item | Amount (CNY) | Explanation | | :--- | :--- | :--- | | Gains or losses from disposal of non-current assets | 277,368.79 | | | Government grants recognized in current profit or loss | 3,224,417.58 | | | Gains or losses from changes in fair value of financial assets and liabilities held by non-financial enterprises, and gains or losses from disposal of financial assets and liabilities | 1,169,357.11 | Gains or losses from disposal of Worldunion Tongchuang Real Estate Stable No. 1 Fund | | Reversal of impairment provisions for accounts receivable subject to separate impairment testing | 16,307,713.17 | Primarily reversal of individually impaired accounts receivable of CNY 11.75 million and recovery of previously written-off loans of CNY 4.55 million | | Other non-operating income and expenses apart from the above | 7,326,374.51 | | | Other profit and loss items that meet the definition of non-recurring gains and losses | 10,330,935.93 | Primarily gains or losses recognized from the transfer of subsidiary equity | | Less: Income tax impact | 3,784,734.12 | | | Minority interest impact (after tax) | 457,439.92 | | | Total | 34,393,993.05 | | - Gains of CNY 10.33 million were recognized from the transfer of 100% equity in Chengdu Hongpu Kaijia Hotel Management Co., Ltd28 Part III. Management Discussion and Analysis Principal Businesses Engaged in by the Company During the Reporting Period As a Chinese urban space integrated service provider, the company focuses on "Big Transaction + Big Asset Management" to enhance real estate transaction efficiency and asset value. - The company is committed to "improving real estate transaction efficiency and experience, and continuously enhancing asset value," comprehensively promoting the coordinated development of "Big Transaction + Big Asset Management" businesses3031 - During the reporting period, the company's principal businesses did not undergo significant changes32 - In H1 2025, national commercial housing sales area and sales value decreased by 3.5% and 5.5% year-on-year, respectively, while the sales operating amount of top 100 real estate enterprises decreased by 10.8% year-on-year40 Overview of Principal Businesses Established in 1993, the company is China's first A-share listed real estate comprehensive service provider, controlled by the Zhuhai Municipal People's Government State-owned Assets Supervision and Administration Commission. - The company is the first A-share listed comprehensive real estate service provider in China, with its actual controller changing to the Zhuhai Municipal People's Government State-owned Assets Supervision and Administration Commission3031 - The company comprehensively promotes the coordinated development of "Big Transaction + Big Asset Management" businesses, with Big Transaction focusing on marketing services and Big Asset Management on value operation of urban non-residential core assets31 Principal Service Products and Business Models "Big Transaction" encompasses integrated marketing, internet+, and limited financial services, while "Big Asset Management" covers property management, leasing, and consulting, offering full-lifecycle urban asset services. - Big Transaction business primarily includes integrated marketing, internet+, and limited financial services, providing "strategy, media, channel, sales" integrated solutions33 - Big Asset Management business primarily includes property and integrated facility management, investment promotion and space operation, and consulting services, aiming to unlock urban asset value36 - During the reporting period, there were no significant changes in the company's Big Transaction and Big Asset Management service products and business models3538 Company's Industry Position The company holds a significant industry position and influence as a leading comprehensive real estate service provider in China, specializing in consulting, transaction services, and asset operation. - The company is a leading comprehensive real estate service provider in China, holding a significant industry position and influence in real estate consulting, transaction services, and asset operation39 Key Performance Drivers Company performance is impacted by ongoing industry adjustments, with declining national commercial housing sales, prompting a focus on quality operations, core regions, business optimization, and cash flow management. - In H1 2025, national commercial housing sales area and sales value decreased by 3.5% and 5.5% year-on-year, respectively40 - The company improves operational quality through measures such as focusing on core regions and advantageous businesses, optimizing business structure, deepening product and service innovation, enhancing organizational efficiency, and strengthening cash flow management41 Core Competitiveness Analysis The company's core competitiveness stems from its decades-long corporate culture, agile organizational structure, comprehensive value chain service system, A-share listing advantages, and synergistic effects with state-owned enterprise resources. - The company adheres to a corporate culture centered on "customer-centricity, striver-orientation, strong teamwork, professional excellence, innovation defining the future, and continuous improvement"42 - The company has established a comprehensive full-value chain service system, providing integrated services from planning, sales, channels, media to operations, as well as full-chain services for urban non-residential core assets45 - As the first A-share listed real estate service provider in China, the company holds advantages in mergers and acquisitions, financing, equity incentives, and integrating industry resources46 - After the change of the company's actual controller to Zhuhai Municipal People's Government State-owned Assets Supervision and Administration Commission, it fully leverages the combined advantages of private sector flexibility and state-owned enterprise capital and resources47 Main Business Analysis In H1 2025, the company focused on achieving positive profit and cash flow, improving operational quality through service productization and scientific operations, resulting in improved gross profit margin and zero interest-bearing debt. - The company's core operational goal is "positive profit and positive cash flow," driving systematic improvement in operational quality through service productization and scientific operations48 - As of the end of the reporting period, the company's asset-liability ratio was 29.46%, a year-on-year decrease of 3.69 percentage points, having fully repaid all bank loans and achieved zero interest-bearing debt49 - In H1 2025, the company achieved operating revenue of CNY 1,033.76 million, a year-on-year decrease of 14.97%; net profit attributable to shareholders of the listed company was a loss of CNY 12.23 million, a year-on-year decrease of 180.54%49 Overview of Company's Main Business The company focused on achieving positive profit and cash flow in H1, leveraging service productization and digital operations to reduce expenses, improve efficiency, and achieve zero interest-bearing debt. - Through service productization innovation, Big Transaction launched super sales centers and new media, while Big Asset Management restructured its standardized service product system48 - The company's management, R&D, and financial expenses significantly decreased year-on-year, continuously improving operational efficiency and driving a steady improvement in gross profit margin48 - As of the end of the reporting period, the company's asset-liability ratio was 29.46%, a year-on-year decrease of 3.69 percentage points, having fully repaid all bank loans and achieved zero interest-bearing debt49 Continuous Improvement of Main Business Operational Quality The company improved operational quality by strategically focusing Big Transaction on "6+6" regions and innovating marketing, while Big Asset Management enhanced competitiveness through "focus + deep cultivation" and service productization. - The Big Transaction business firmly implements the "6+6" development strategy, focusing on core companies in the Greater Bay Area and companies outside the Bay Area, while optimizing the layout of non-core regions51 - The Big Transaction business innovatively built an OMS operation management system, driving regional companies to improve operations through data visualization, process standardization, and digital decision-making51 - The Big Asset Management business achieved innovative upgrades in service productization, focusing on building a "standardized + customized" integrated service system, and newly signed a batch of benchmark integrated operation projects56 - As of the end of this reporting period, the property and integrated facility management business had 88 actual fully-entrusted projects under management, a year-on-year decrease of 22; the actual chargeable area of managed projects was 10.55 million square meters, a year-on-year increase of 1 million square meters58 - The gross profit margin of the investment promotion and space operation business increased by 3.3 percentage points year-on-year, Hongpu Apartment's overall occupancy rate reached 90%, and the number of operated and managed rooms was 10,425, a year-on-year increase of 40060 Streamlining and Cost Reduction for Efficiency The company reduced personnel, implemented performance-linked incentives, and strictly controlled administrative expenses, leading to significant decreases in management and R&D costs, full repayment of bank loans, and enhanced financial stability. - The company's management expenses decreased by 26.01% year-on-year, and R&D expenses decreased by 18.08% year-on-year62 - Fully repaid bank loans of CNY 21 million, achieving zero interest-bearing debt, with the asset-liability ratio decreasing to 29.46%62 - Achieved net interest income of CNY 12.77 million during the reporting period, further strengthening financial stability62 Strengthening Accounts Receivable Management, Activating Assets, and Enhancing Cash Flow The company improved accounts receivable collection efficiency through optimized contract models, higher upfront payments, strict payment milestone control, and a "four-in-one" collection system, while also accelerating asset monetization to secure cash flow. - The company optimized contract models at the source, reducing performance costs and risks through refined clauses and increasing the proportion of upfront payments63 - The Settlement Operations Center, relying on a "four-in-one" collection system and dynamic aging early warning mechanism, comprehensively improved the timeliness and controllability of collections63 - The company upgraded its asset activation and operation model, building a "group-region" two-tier operation system to accelerate asset monetization and effectively recover funds63 Overall Situation In H1 2025, the company's operating revenue decreased by 14.97% to CNY 1,033.76 million, with net profit attributable to shareholders showing a loss of CNY 12.23 million, a 180.54% year-on-year decline. Company Operating Performance (Jan-Jun 2025 vs. Jan-Jun 2024) | Item | Jan-Jun 2025 (CNY ten thousand) | Jan-Jun 2024 (CNY ten thousand) | Growth Rate | | :--- | :--- | :--- | :--- | | Total Operating Revenue | 103,375.91 | 121,581.62 | -14.97% | | Operating Profit | 1,592.84 | 3,032.87 | -47.48% | | Total Profit | 2,270.88 | 2,875.88 | -21.04% | | Net Profit Attributable to Shareholders of Listed Company | -1,222.97 | 1,518.42 | -180.54% | | Net Cash Flow from Operating Activities | -5,900.28 | -12,109.59 | 51.28% | - The decline in operating revenue was primarily due to the company's optimization and reduction of non-core regional businesses and the impact of the real estate market, with Big Transaction service revenue decreasing by 20.94% year-on-year65 - Net cash flow from operating activities increased by CNY 62.09 million year-on-year, mainly due to a CNY 29.15 million increase in net loan recovery from financial services and a year-on-year decrease of approximately CNY 25.17 million in total cash outflow for management, R&D, and financial expenses66 Operating Revenue In H1 2025, total main business revenue decreased by 17.12% to CNY 998.86 million, with Big Transaction revenue down 20.94% and Big Asset Management revenue down 11.64%. Main Business Revenue by Segment (Jan-Jun 2025 vs. Jan-Jun 2024) | Business Segment | Jan-Jun 2025 Amount (CNY ten thousand) | Jan-Jun 2025 Proportion | Jan-Jun 2024 Amount (CNY ten thousand) | Jan-Jun 2024 Proportion | Growth Rate | | :--- | :--- | :--- | :--- | :--- | :--- | | Big Transaction Business | 56,232.00 | 56.30% | 71,121.57 | 59.01% | -20.94% | | Big Asset Management Business | 43,653.83 | 43.70% | 49,404.19 | 40.99% | -11.64% | | Total | 99,885.83 | 100.00% | 120,525.76 | 100.00% | -17.12% | Main Business Revenue by Region (Jan-Jun 2025 vs. Jan-Jun 2024) | Region | Jan-Jun 2025 Amount (CNY ten thousand) | Jan-Jun 2025 Proportion | Jan-Jun 2024 Amount (CNY ten thousand) | Jan-Jun 2024 Proportion | Growth Rate | | :--- | :--- | :--- | :--- | :--- | :--- | | South China Region | 52,216.00 | 52.27% | 59,843.51 | 49.65% | -12.75% | | East China Region | 14,007.69 | 14.02% | 16,673.69 | 13.84% | -15.99% | | North China Region | 16,490.35 | 16.51% | 22,887.34 | 18.99% | -27.95% | | Central & Southwest China Region | 9,864.19 | 9.88% | 13,419.75 | 11.13% | -26.49% | | Shandong Region | 7,307.60 | 7.32% | 7,701.47 | 6.39% | -5.11% | | Total | 99,885.83 | 100.00% | 120,525.76 | 100.00% | -17.12% | - The company currently has approximately CNY 134.5 billion in accumulated but unsettled sales, which is expected to generate approximately CNY 926 million in integrated marketing service revenue for the company in the next 3 to 9 months71 Operating Costs In H1 2025, operating costs decreased by 15.34% to CNY 947.50 million, primarily due to reduced revenue in internet+, property management, and integrated marketing, leading to lower associated expenses. Operating Cost Composition (Jan-Jun 2025 vs. Jan-Jun 2024) | Indicator | Jan-Jun 2025 Amount (CNY ten thousand) | Jan-Jun 2025 Proportion of Revenue | Jan-Jun 2024 Amount (CNY ten thousand) | Jan-Jun 2024 Proportion of Revenue | Growth Rate | | :--- | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 103,375.91 | 100.00% | 121,581.62 | 100.00% | -14.97% | | Operating Costs | 94,749.87 | 91.66% | 111,912.50 | 92.05% | -15.34% | | Salaries and Bonuses in Operating Costs | 31,266.64 | 30.25% | 38,424.64 | 31.60% | -18.63% | | Channel Referral Fees in Operating Costs | 30,330.92 | 29.34% | 35,084.46 | 28.86% | -13.55% | Main Business Gross Profit (Jan-Jun 2025 vs. Jan-Jun 2024) | Product Type | Jan-Jun 2025 Gross Profit (CNY ten thousand) | Jan-Jun 2025 Gross Profit Margin | Jan-Jun 2024 Gross Profit (CNY ten thousand) | Jan-Jun 2024 Gross Profit Margin | Gross Profit Growth Rate | Gross Profit Margin Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Integrated Marketing Business | 3,407.10 | 14.41% | 3,764.88 | 13.86% | -9.50% | 0.55% | | Internet+ Business | 1,295.85 | 4.05% | 1,779.43 | 4.16% | -27.18% | -0.11% | | Financial Services Business | 188.53 | 30.35% | 459.58 | 39.80% | -58.98% | -9.45% | | Property and Integrated Facility Management Business | 3,036.47 | 8.81% | 3,998.26 | 10.11% | -24.06% | -1.30% | | Investment Promotion and Space Operation | 12.63 | 0.19% | -218.15 | -3.11% | 105.79% | 3.30% | | Consulting Services Business | 94.12 | 3.50% | 87.33 | 3.05% | 7.77% | 0.45% | | Total | 8,034.70 | 8.04% | 9,871.34 | 8.19% | -18.61% | -0.15% | - Gross profit from investment promotion and space operation business increased by 105.79% year-on-year, mainly due to the company's strategic adjustment of basically completing the restructuring and optimization to reduce losses in leased projects84 Non-Main Business Analysis The company had no non-main business analysis during the reporting period. - The company had no non-main business analysis during the reporting period91 Analysis of Assets and Liabilities At the end of the reporting period, total assets were CNY 4.14 billion, a 5.67% decrease from the prior year-end, with significant changes in contract assets, short-term borrowings, and lease liabilities. Significant Changes in Asset Composition (Period-end vs. Prior Year-end) | Item | Period-end Amount (CNY) | Proportion of Total Assets | Prior Year-end Amount (CNY) | Proportion of Total Assets | Proportion Change | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 1,071,680,944.83 | 25.86% | 1,190,464,338.28 | 27.10% | -1.24% | | | Contract Assets | 30,431,265.73 | 0.73% | 72,265,885.53 | 1.65% | -0.92% | Decrease in contract assets recognized from transaction service contracts | | Investment Properties | 553,310,458.59 | 13.35% | 524,562,117.58 | 11.94% | 1.41% | | | Short-term Borrowings | 0.00 | 0.00% | 21,000,000.00 | 0.48% | -0.48% | Bank short-term borrowings repaid | | Lease Liabilities | 11,534,427.66 | 0.28% | 35,045,335.22 | 0.80% | -0.52% | Decreased by CNY 19.97 million due to disposal of subsidiaries | | Loans | 56,531,321.13 | 1.36% | 82,789,614.93 | 1.88% | -0.52% | Proactive control of financial services business loan scale reduced, existing loans gradually recovered | - As of the end of the reporting period, the company obtained comprehensive credit lines from Ping An Bank using real estate as collateral, with the total original book value of related properties amounting to CNY 373.86 million9798 - The company's monetary funds totaling CNY 22.84 million are restricted from use due to bank guarantee deposits, frozen litigation deposits, and co-managed account balances99 Investment Status Analysis During the reporting period, the company's investment amounted to CNY 103.14 million, a significant increase of 8,409.74% compared to the prior year, with no major equity or non-equity investments, securities, or derivative investments. Investment Amount Change | Indicator | Amount (CNY) | | :--- | :--- | | Investment Amount for the Reporting Period | 103,138,000.00 | | Investment Amount for the Prior Year Period | 1,212,000.00 | | Change Percentage | 8,409.74% | - The company had no securities investments or derivative investments during the reporting period101102 - The company had no use of raised funds during the reporting period103 Significant Asset and Equity Disposals The company did not dispose of any significant assets or equity during the reporting period. - The company did not dispose of any significant assets during the reporting period104 - The company did not dispose of any significant equity during the reporting period105 Analysis of Major Holding and Participating Companies Key subsidiaries include Xianfeng Jushan, Worldunion Microfinance, Beijing Anxinhang, Shandong Worldunion, Hengqin Worldunion Asset Management, and Zhuhai Hongpu, with new establishments and deregistrations optimizing business layout. Financial Overview of Major Subsidiaries (Unit: CNY) | Company Name | Company Type | Main Business | Operating Revenue | Net Profit | | :--- | :--- | :--- | :--- | :--- | | Xianfeng Jushan | Subsidiary | E-commerce and Development | 287,982,622.32 | -8,318,613.97 | | Worldunion Microfinance | Subsidiary | Microfinance | 5,171,453.80 | 7,497,941.47 | | Beijing Anxinhang | Subsidiary | Property Management | 205,565,326.26 | 6,675,245.05 | | Shandong Worldunion | Subsidiary | Real Estate Agency | 55,151,674.77 | 4,794,462.42 | | Hengqin Worldunion Asset Management | Subsidiary | Property Management | 107,113,148.76 | 4,402,299.38 | | Zhuhai Hongpu | Subsidiary | Apartment Hotel Management | 33,798,009.34 | 11,000,539.64 | - During the reporting period, the company invested in and established 9 subsidiaries, including Worldunion (Suzhou) Real Estate Consulting Co., Ltd. and Shixin (Guangzhou) Culture Communication Co., Ltd108 - The company deregistered 11 subsidiaries, including Beijing Worldunion Xingye Real Estate Brokerage Co., Ltd. and Qingdao Jushan E-commerce Co., Ltd., to optimize its business layout108 - Hengqin Worldunion Asset Management's operating revenue increased by 12.38% year-on-year, and Zhuhai Hongpu's operating revenue increased by 22.53% year-on-year112 Information on Structured Entities Controlled by the Company The company did not control any structured entities during the reporting period. - The company did not control any structured entities during the reporting period113 Risks Faced by the Company and Countermeasures The company faces risks from real estate market policy changes, regional operational inexperience, increased overdue accounts and bad debts, and talent development lags, addressed by market monitoring, operational guidance, a "four-in-one" collection system, and enhanced corporate culture. - The company faces market uncertainty risks due to changes in central and local government regulatory policies113 - The company established a Settlement Operations Center to build a "four-in-one" collection system encompassing "contract review, spare parts management, litigation follow-up, and asset disposal" to address overdue and bad debt risks113 - The company actively strengthens corporate culture inheritance, enhances management leadership, improves incentive mechanisms and performance appraisal systems, and cultivates future potential talent to address talent development lag risks114 Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan The company did not formulate a market value management system or disclose a valuation enhancement plan during the reporting period. - The company did not formulate a market value management system during the reporting period115 - The company did not disclose a valuation enhancement plan during the reporting period115 Implementation of "Quality and Return Dual Enhancement" Action Plan The company did not disclose an announcement regarding the "Quality and Return Dual Enhancement" action plan during the reporting period. - The company did not disclose an announcement regarding the "Quality and Return Dual Enhancement" action plan during the reporting period115 Part IV. Corporate Governance, Environment, and Society Changes in Company Directors, Supervisors, and Senior Management During the reporting period, there were multiple changes in the company's directors, supervisors, and senior management, including the departure of Chairman Hu Jia and the election of Chen Weicheng as the new Chairman. Changes in Directors, Supervisors, and Senior Management | Name | Position | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | Hu Jia | Chairman | Departure | January 16, 2025 | Personal reasons | | Chen Weicheng | Chairman | Election | January 16, 2025 | Elected | | Zhuo Jiaxin | Director | Election | February 11, 2025 | Elected | | Huo Jiazhen | Supervisor | Departure | May 16, 2025 | Dismissed | | Yu Kebiao | Employee Supervisor | Departure | May 16, 2025 | Dismissed | | Xue Wen | Director | Departure | July 24, 2025 | Personal reasons | Profit Distribution and Capital Reserve Conversion to Share Capital in This Reporting Period The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period. - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period118 Implementation of Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures implemented during the reporting period. - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period119 Environmental Information Disclosure The listed company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law. - The listed company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law120 Social Responsibility The company actively fulfills its social responsibilities through educational philanthropy, employee care, and client support, achieving an AA-level Wind ESG rating, steadily improving for three consecutive years. - The company actively responded to the rural revitalization strategy by launching educational charity initiatives, collaborating with local governments to donate learning supplies to Da'an Town Central Primary School120 - The company cares for employees through diverse activities, enhancing team cohesion and sense of belonging120 - The company's Wind ESG rating rose to AA in the first half of the year, achieving steady improvement for three consecutive years120 Part V. Significant Matters Commitments Fulfilled and Overdue Unfulfilled by Actual Controller, Shareholders, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period During the reporting period, there were no commitments by the company's actual controller, shareholders, related parties, acquirers, or the company that were either fulfilled or overdue and unfulfilled. - During the reporting period, there were no commitments by the company's actual controller, shareholders, related parties, acquirers, or the company that were either fulfilled or overdue and unfulfilled as of the end of the reporting period122 Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties from the Listed Company During the reporting period, there were no non-operating funds occupied by the controlling shareholder or other related parties from the listed company. - During the reporting period, there were no non-operating funds occupied by the controlling shareholder or other related parties from the listed company123 Irregular External Guarantees The company had no irregular external guarantees during the reporting period. - The company had no irregular external guarantees during the reporting period124 Appointment and Dismissal of Accounting Firms The company's semi-annual report was not audited. - The company's semi-annual report was not audited125 Board of Directors' and Supervisory Board's Explanation on "Non-Standard Audit Report" for This Reporting Period As there was no non-standard audit report during the reporting period, the Board of Directors and Supervisory Board have no explanation to provide. - The company had no non-standard audit report during the reporting period126 Board of Directors' Explanation on "Non-Standard Audit Report" for the Prior Year As there was no non-standard audit report in the prior year, the Board of Directors has no explanation to provide. - The company had no non-standard audit report in the prior year126 Bankruptcy and Reorganization Related Matters The company had no bankruptcy or reorganization related matters during the reporting period. - The company had no bankruptcy or reorganization related matters during the reporting period126 Litigation Matters The company had no major litigation or arbitration matters, but faced multiple other lawsuits totaling approximately CNY 163 million across Big Transaction, financial services, Big Asset Management, and labor disputes. - The company had no major litigation or arbitration matters during the reporting period127 Overview of Other Litigation Matters | Basic Situation of Litigation (Arbitration) | Amount Involved (CNY ten thousand) | Provision for Estimated Liabilities | Litigation (Arbitration) Progress | Litigation (Arbitration) Outcome and Impact | | :--- | :--- | :--- | :--- | :--- | | Big Transaction Business Litigation | 11,728.94 | No | Some cases concluded, some judgments being enforced, some in first or second instance, some filed and awaiting hearing | Concluded cases: developers paid service fees to the company; litigated cases: judgments ordered defendant developers to pay service fees to the company | | Financial Business Loan-related Litigation | 340.05 | No | Cases in first instance, judgment rendered awaiting effectiveness | Judgment ordered defendant to repay outstanding loans to the company | | Big Asset Management Business Litigation | 4,248.41 | No | Some cases concluded, some judgments being enforced, some in first instance, some filed and awaiting hearing | Concluded cases: defendants paid amounts to the company; litigated cases: judgments ordered clients to pay amounts to the company | | Labor Dispute Cases | 330.36 | No | Some cases concluded, some in first or second instance, some filed and awaiting hearing | Some cases ordered the company to pay fees, some dismissed plaintiffs' individual claims, some mediation cases involved company payments | | Other Disputes | 98.5 | No | Settled/Mediated/Withdrawn | Settled/Mediated/Withdrawn | Penalties and Rectification The company had no penalties or rectification situations during the reporting period. - The company had no penalties or rectification situations during the reporting period129 Integrity Status of the Company, its Controlling Shareholder, and Actual Controller During the reporting period, there were no integrity issues concerning the company, its controlling shareholder, or actual controller. - During the reporting period, there were no integrity issues concerning the company, its controlling shareholder, or actual controller130 Significant Related Party Transactions The company had no significant related party transactions concerning daily operations, asset/equity acquisition/disposal, or joint external investments, but disclosed a related party transaction with Zhuhai Dahengqin Science City Development Management Co., Ltd. for property services. - During the reporting period, the company had no related party transactions related to daily operations, asset or equity acquisition/disposal, or joint external investments130131132 - During the reporting period, there were no non-operating related party creditor-debtor transactions133 - The company signed a related party transaction proposal with Zhuhai Dahengqin Science City Development Management Co., Ltd., where Hengqin Worldunion provides preliminary property services, with a maximum amount of CNY 63.82 million and actual revenue of CNY 1.10 million generated during the reporting period136 Significant Contracts and Their Performance The company had no entrustment, contracting, leasing, or wealth management matters, but disclosed several significant guarantees with a zero actual guarantee balance at period-end, and a major contract for transferring Worldunion Tongchuang Real Estate Stable No. 1 Fund shares for CNY 248 million. - The company had no entrustment, contracting, or leasing matters during the reporting period137138139 Total Company Guarantees (Unit: CNY ten thousand) | Indicator | Amount | | :--- | :--- | | Total Approved Guarantee Amount for the Reporting Period (A1+B1+C1) | 0 | | Total Actual Guarantee Amount Incurred for the Reporting Period (A2+B2+C2) | 1,100 | | Total Approved Guarantee Amount as of End of Reporting Period (A3+B3+C3) | 52,000 | | Total Actual Guarantee Balance as of End of Reporting Period (A4+B4+C4) | 0 | - The company had no wealth management activities during the reporting period144 - The company signed a contract with Shenzhen Weiyue Technology Co., Ltd. to transfer shares of Worldunion Tongchuang Real Estate Stable No. 1 Fund for a transaction price of CNY 248 million145 Explanation of Other Significant Matters The company's proposed change of Chinese name and registered address to Zhuhai Hengqin New Area has been suspended due to industry changes, while the controlling shareholder's commitment to avoid horizontal competition has been extended to August 28, 2026. - The company intended to change its Chinese name to "World Union Group Co., Ltd." and its registered address to "25th Floor, 3018 Huandao East Road, Hengqin New Area, Zhuhai City," but due to industry changes, the company has suspended related matters147 - The controlling shareholder, Dahengqin Group Co., Ltd.'s commitment to avoid horizontal competition has been extended to August 28, 2026, and is currently still in progress148 Significant Matters of Company Subsidiaries The company had no significant matters concerning its subsidiaries during the reporting period. - The company had no significant matters concerning its subsidiaries during the reporting period149 Part VI. Share Changes and Shareholder Information Share Change Situation The company's total share capital remained unchanged at 1,992,829,038 shares, with restricted shares increasing by 153,350 due to domestic natural person holdings, and no share repurchase progress. Share Change Situation (Unit: shares) | Item | Quantity Before Change | Proportion Before Change | Net Increase/Decrease in This Change | Quantity After Change | Proportion After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 16,899,462 | 0.85% | 153,350 | 17,052,812 | 0.86% | | 3. Other Domestic Shares | 3,174,755 | 0.16% | 153,350 | 3,328,105 | 0.17% | | II. Unrestricted Shares | 1,975,929,576 | 99.15% | -153,350 | 1,975,776,226 | 99.14% | | III. Total Shares | 1,992,829,038 | 100.00% | 0 | 1,992,829,038 | 100.00% | Restricted Share Change Situation (Unit: shares) | Shareholder Name | Restricted Shares at Beginning of Period | Restricted Shares Released This Period | Restricted Shares Increased This Period | Restricted Shares at End of Period | Reason for Restriction | | :--- | :--- | :--- | :--- | :--- | :--- | | Yu Kebiao | 46,050 | 0 | 15,350 | 61,400 | Senior management lock-up shares | - The company had no progress on share repurchase implementation152 Securities Issuance and Listing The company had no securities issuance or listing during the reporting period. - The company had no securities issuance or listing during the reporting period155 Company Shareholder Number and Shareholding As of the end of the reporting period, there were 61,427 common shareholders, with Worldunion Real Estate Consulting (China) Co., Ltd. and Zhuhai Dahengqin Group Co., Ltd. holding the highest combined voting rights. - The total number of common shareholders at the end of the reporting period was 61,427 households156 Shareholding of Shareholders Holding 5% or More or Top 10 Shareholders (Unit: shares) | Shareholder Name | Shareholder Nature | Shareholding Ratio | Number of Shares Held at End of Reporting Period | Number of Restricted Shares Held | Number of Unrestricted Shares Held | | :--- | :--- | :--- | :--- | :--- | :--- | | Worldunion Real Estate Consulting (China) Co., Ltd. | Overseas Legal Person | 30.27% | 603,238,739 | 0 | 603,238,739 | | Zhuhai Dahengqin Group Co., Ltd. | State-owned Legal Person | 16.26% | 324,077,841 | 0 | 324,077,841 | | Urumqi Zhuoqun Chuangzhan Equity Investment Partnership (Limited Partnership) | Domestic Non-state-owned Legal Person | 2.26% | 44,972,955 | 0 | 44,972,955 | | Hong Kong Securities Clearing Company Limited | Overseas Legal Person | 2.01% | 40,136,356 | 0 | 40,136,356 | | Shenzhen Zhongzhilian Gao Investment Management Partnership (Limited Partnership) | Domestic Non-state-owned Legal Person | 1.97% | 39,184,257 | 0 | 39,184,257 | | Chen Jinsong | Overseas Natural Person | 0.92% | 18,299,610 | 13,724,707 | 4,574,903 | | Industrial and Commercial Bank of China Co., Ltd. - Southern CSI All-Share Real Estate ETF | Other | 0.76% | 15,236,791 | 0 | 15,236,791 | | Wang Lianwei | Domestic Natural Person | 0.44% | 8,676,302 | 0 | 8,676,302 | | Ding Zhixian | Domestic Natural Person | 0.36% | 7,146,300 | 0 | 7,146,300 | | Boshi Fund - Agricultural Bank of China - Boshi CSI Financial Asset Management Plan | Other | 0.28% | 5,604,620 | 0 | 5,604,620 | - Dahengqin is the shareholder with the highest single voting rights proportion and is the controlling shareholder of the company. Chen Jinsong is one of the actual controllers of Worldunion China157159 - Company shareholder Worldunion China and Dahengqin signed a "Share Voting Rights Entrustment Agreement," where Worldunion China intends to entrust Dahengqin to exercise the voting rights corresponding to its 285,285,934 shares of Worldunion157 Changes in Shareholdings of Directors, Supervisors, and Senior Management The shareholdings of the company's directors, supervisors, and senior management remained unchanged during the reporting period, as detailed in the 2024 annual report. - The shareholdings of the company's directors, supervisors, and senior management did not change during the reporting period; details can be found in the 2024 annual report160 Changes in Controlling Shareholder or Actual Controller The company's controlling shareholder and actual controller remained unchanged during the reporting period. - The company's controlling shareholder did not change during the reporting period161 - The company's actual controller did not change during the reporting period161 Preferred Share Related Information The company had no preferred shares during the reporting period. - The company had no preferred shares during the reporting period162 Part VII. Bond Related Information Bond Related Information The company had no bond-related matters during the reporting period. - The company had no bond-related matters during the reporting period164 Part VIII. Financial Report Audit Report The company's semi-annual financial report was not audited. - The company's semi-annual financial report was not audited166 Financial Statements This section provides the consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for H1 2025, reflecting the company's financial position and operating results. - This section includes the consolidated balance sheet, parent company balance sheet, consolidated income statement, parent company income statement, consolidated cash flow statement, parent company cash flow statement, consolidated statement of changes in owners' equity, and parent company statement of changes in owners' equity167172174177179182184194 Company Basic Information Shenzhen World Union Group Co., Ltd., established in 1993, is an A-share listed real estate comprehensive service provider, controlled by Zhuhai Dahengqin Group Co., Ltd., with the ultimate control by Zhuhai Municipal People's Government State-owned Assets Supervision and Administration Commission. - Shenzhen World Union Group Co., Ltd. was established in 1993 and is the first A-share listed comprehensive real estate service provider in China201 - The Group's main business scope includes real estate consulting, agency, brokerage, microfinance, property leasing, property management, commercial operation management, investment management, etc201 - The company's controlling shareholder is Zhuhai Dahengqin Group Co., Ltd., and the Group's ultimate controlling party is the Zhuhai Municipal People's Government State-owned Assets Supervision and Administration Commission201 Basis of Financial Statement Preparation These financial statements are prepared in accordance with accounting standards issued by the Ministry of Finance and relevant regulations of the China Securities Regulatory Commission, on a going concern basis. - These financial statements are prepared in accordance with the "Basic Standards for Enterprise Accounting Standards" and various specific accounting standards issued by the Ministry of Finance, and other relevant regulations203 - These financial statements are prepared on a going concern basis204 Significant Accounting Policies and Estimates The Group has established detailed accounting policies and estimates covering financial instrument classification, revenue recognition, asset impairment, consolidation, and lease accounting to accurately reflect its financial position and operating results, with no significant changes during the period. - Specific accounting policies and estimates formulated by the Group based on its actual production and operation characteristics include bad debt provisions for accounts receivable, depreciation of fixed assets, amortization of intangible assets, loan loss provisions, asset securitization, revenue recognition and measurement, etc205 - Financial assets are classified at initial recognition as: financial assets measured at amortized cost, financial assets measured at fair value through other comprehensive income, and financial assets measured at fair value through profit or loss230 - The company recognizes revenue when it satisfies a performance obligation in a contract, i.e., when the customer obtains control of the related goods or services314 - During the reporting period, the company did not classify non-recurring gains and losses items listed in "Interpretive Announcement No. 1 on Information Disclosure by Companies Issuing Securities to the Public - Non-recurring Gains and Losses" as recurring gains and losses28 Taxation The company's main taxes include VAT, urban maintenance and construction tax, and corporate income tax, with varying rates based on business nature and region, and some subsidiaries enjoying tax incentives. Major Taxes and Tax Rates | Tax Type | Tax Base | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax | Sales of goods and taxable services revenue | 1%, 3%, 5%, 6%, 9%, 13% | | Urban Maintenance and Construction Tax | Turnover tax amount | 7%, 5% | | Corporate Income Tax | Taxable income | 25%, 16.5%, 15%, 5% | | Education Surcharge | Turnover tax amount | 3% | | Local Education Surcharge | Turnover tax amount | 2% | | Property Tax for Self-Use | 70% of original property value | 1.2% | | Property Tax for Rental | Rental income | 12% | | Land Appreciation Tax | Appreciation amount from real estate transfer | Progressive rates from 30%-60% | - Chongqing Worldunion Junhui Real Estate Operation Management Co., Ltd. enjoys the Western Development corporate income tax policy, with a reduced tax rate of 15%369 - Shenzhen Xianfeng Jushan Technology Co., Ltd. is recognized as a national high-tech enterprise, applying a 15% corporate income tax rate370371 - VAT is exempted for small-scale VAT taxpayers with monthly sales of less than or equal to CNY 100,000; taxable sales revenue subject to a 3% levy rate is reduced to a 1% levy rate372 Notes to Consolidated Financial Statement Items This section details the period-end and beginning balances and changes for consolidated financial statement items, including restricted monetary funds and investment properties, fully repaid short-term borrowings, and impairment provisions for accounts receivable from Evergrande Group. - As of the end of the reporting period, CNY 22.84 million of monetary funds were restricted from use due to performance guarantee deposits, litigation deposits, co-managed account funds, etc378 - The carrying value of accounts receivable at period-end was CNY 564.90 million, of which the book balance of accounts receivable for which bad debt provisions were individually recognized was CNY 1.295 billion, with bad debt provisions of CNY 1.222 billion397 - The period-end balance of short-term borrowings was CNY 0, with a beginning balance of CNY 21 million, as bank short-term borrowings have been repaid519 - In H1 2025, operating revenue was CNY 1.034 billion, and operating costs were CNY 947.50 million559 - The company's total accounts receivable from Evergrande Group and its related parties amounted to CNY 1.186 billion, for which credit impairment losses and asset impairment losses have been recognized694 Research and Development Expenses In H1 2025, total R&D expenses were CNY 10.66 million, a 18.08% year-on-year decrease, with all expenses recognized in current profit or loss, primarily comprising salaries, bonuses, insurance, and technical collaboration fees. R&D Expenses (H1 2025 vs. H1 2024) | Item | H1 2025 Amount (CNY) | H1 2024 Amount (CNY) | | :--- | :--- | :--- | | Salaries | 6,297,087.24 | 8,550,619.12 | | Bonuses | 1,238,048.04 | 1,387,699.68 | | Insurance Premiums | 1,368,732.61 | 1,409,201.32 | | Technical Collaboration Fees | 1,373,087.02 | 1,254,201.50 | | Telecom Network Fees | 249,031.05 | 252,913.69 | | Other | 133,521.03 | 157,959.21 | | Total | 10,659,506.99 | 13,012,594.52 | | Of which: Expensed R&D | 10,659,506.99 | 13,012,594.52 | - All R&D expenses were expensed and recognized in current profit or loss609 Changes in Consolidation Scope During the reporting period, the company lost control over Chengdu Hongpu Kaijia Hotel Management Co., Ltd. through equity disposal, established nine new subsidiaries, and deregistered eleven others to optimize its business layout. - The company disposed of 100% equity in Chengdu Hongpu Kaijia Hotel Management Co., Ltd., losing control on June 30, 2025, and recognized a difference of CNY 10.33 million between the disposal price and the share of the subsidiary's net assets on the consolidated financial statements610 - During the reporting period, the company invested in and established 9 subsidiaries, including Worldunion (Suzhou) Real Estate Consulting Co., Ltd. and Shixin (Guangzhou) Culture Communication Co., Ltd612 - During the reporting period, the company deregistered 11 subsidiaries, including Beijing Worldunion Xingye Real Estate Brokerage Co., Ltd. and Qingdao Jushan E-commerce Co., Ltd.612 Interests in Other Entities The company's interests in subsidiaries are detailed, including registered capital, shareholding, and acquisition methods, with some differences between shareholding and voting rights managed through entrustment or articles of association. - The company holds power over multiple subsidiaries, enjoys variable returns through participation in relevant activities, and has the ability to use its power to affect the amount of returns, thereby including them in the scope of consolidation628 - The company holds 45% equity in Qingdao Worldunion Operations through its subsidiary Qingdao Junhui, but enjoys 55% of the voting rights, enabling it to control its financial and operational decisions623 - The company achieved control over Worldunion Kexin and Shenzhen Yuntai Junhui through voting rights entrustment agreements625 - Tianjin Runze Fund Sales Co., Ltd.'s equity attributable to parent company shareholders was CNY -14.30 million, with a net profit of CNY 111,827.03638 Government Grants During the reporting period, the company recognized CNY 3.22 million in government grants in current profit or loss, primarily from maternity allowances, tax reductions, and social security subsidies. Government Grants Recognized in Current Profit or Loss (Unit: CNY) | Category | Government Grant Amount | Listed Item | Amount Recognized in Current Profit or Loss | | :--- | :--- | :--- | :--- | | Maternity Allowance | 963,712.88 | Other Income | 963,712.88 | | Tax Reductions and Exemptions | 829,107.22 | Other Income | 829,107.22 | | Individual Income Tax Handling Fee Refund | 601,187.56 | Other Income | 601,187.56 | | Social Security Subsidies | 462,539.29 | Other Income | 462,539.29 | | Rental Subsidies | 275,616.00 | Other Income | 275,616.00 | | Job Stabilization Subsidies | 82,809.77 | Other Income | 82,809.77 | | Other | 9,444.86 | Other Income | 9,444.86 | | Total | 3,224,417.58 | | 3,224,417.58 | Risks Related to Financial Instruments The company faces credit, liquidity, and market risks (including exchange rate and interest rate risks), which are managed through diversified investments, credit assessments, cash flow monitoring, and hedging strategies. - The company faces credit risk, liquidity risk, and market risk (including exchange rate risk, interest rate risk, and other price risks)646 - The company controls credit risk exposure by assessing customer creditworthiness, regularly monitoring credit records, and setting credit terms648 - The company manages liquidity risk by monitoring cash balances, rolling cash flow forecasts, and obtaining commitments for backup funding649 Foreign Exchange Risk Sensitivity Analysis (H1 2025) | Item | Exchange
世联行(002285) - 2025 Q2 - 季度财报