中百集团(000759) - 2025 Q2 - 季度财报

Important Notice, Table of Contents, and Definitions Important Notice The company's board, supervisory board, and senior management guarantee the report's accuracy, while also advising investors to review operating risks - The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content[4] - Company head Wang Meifang, chief accountant Hu Jian, and head of accounting department Yao Yun declare the financial report is true, accurate, and complete[4] - The company advises investors to read "Section III Management Discussion and Analysis," specifically "X. Risks Faced by the Company and Countermeasures"[5] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[6] Table of Contents This report's clear table of contents lists nine main chapters, covering key information from important notices to financial reports, with corresponding page numbers Report Chapter Overview | Chapter | Title | Page | | :--- | :--- | :--- | | Section I | Important Notice, Table of Contents, and Definitions | 1 | | Section II | Company Profile and Key Financial Indicators | 6 | | Section III | Management Discussion and Analysis | 9 | | Section IV | Corporate Governance, Environment, and Society | 19 | | Section V | Significant Matters | 20 | | Section VI | Share Changes and Shareholder Information | 27 | | Section VII | Bond-Related Information | 30 | | Section VIII | Financial Report | 31 | | Section IX | Other Submitted Data | 124 | Reference Documents Catalog Reference documents include signed and sealed financial statements and original public announcements, all available at the company's securities affairs department - Reference documents include signed and sealed financial statements, original copies of publicly disclosed company documents, and announcements[10] - All reference documents are fully available at the company's securities affairs department[11] Definitions This section defines common terms used in the report, such as company names, subsidiaries, regulatory bodies, and the reporting period, ensuring accurate understanding Key Definitions | Term | Definition | | :--- | :--- | | Company, the Company, or Zhongbai Group | Zhongbai Holding Group Co., Ltd. | | Zhongbai Warehouse Supermarket | Zhongbai Warehouse Supermarket Co., Ltd. | | Zhongbai Convenience Store, Zhongbai Lawson | Wuhan Zhongbai Convenience Store Co., Ltd. | | Reporting Period, this Reporting Period | January 1, 2025 - June 30, 2025 | Company Profile and Key Financial Indicators I. Company Profile Zhongbai Group, stock code 000759, is listed on the Shenzhen Stock Exchange, with Wang Meifang as its legal representative Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Zhongbai Group | | Stock Code | 000759 | | Listed Stock Exchange | Shenzhen Stock Exchange | | Chinese Name | Zhongbai Holding Group Co., Ltd. | | Legal Representative | Wang Meifang | II. Contact Persons and Information The company provides contact details for its Board Secretary Li Huibin and Securities Affairs Representative Zhang Jing, facilitating investor communication Company Contact Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Li Huibin | No. 630 Xinhua Road, Jianghan District, Wuhan, Hubei Province | 027-82833891 | 027-82832006 | LIHB@WHZB.COM | | Securities Affairs Representative | Zhang Jing | No. 630 Xinhua Road, Jianghan District, Wuhan, Hubei Province | 027-82832006 | 027-82832006 | ZBJTZQB@WHZB.COM | III. Other Information The company's contact information, disclosure, and storage locations remained unchanged during the reporting period, as detailed in the 2024 annual report - The company's registered address, office address, postal code, website, and email address remained unchanged during the reporting period[17] - Information disclosure and storage locations remained unchanged during the reporting period[17] - Other relevant information showed no changes during the reporting period[17] IV. Key Accounting Data and Financial Indicators The company's operating revenue decreased by 19.13%, net profit attributable to shareholders expanded to -254.87 million yuan, and operating cash flow significantly declined by 67.68% Key Accounting Data and Financial Indicators (Current Period/End vs. Prior Period/End) | Indicator | Current Period/End (yuan) | Prior Period/End (yuan) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 4,618,067,271.98 | 5,710,508,781.00 | -19.13% | | Net Profit Attributable to Shareholders of Listed Company | -254,870,565.92 | -141,989,574.35 | -79.50% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains/Losses) | -228,911,811.35 | -152,981,438.53 | -49.63% | | Net Cash Flow from Operating Activities | 130,127,843.15 | 402,584,698.06 | -67.68% | | Basic Earnings Per Share | -0.38 | -0.21 | -80.95% | | Diluted Earnings Per Share | -0.38 | -0.21 | -80.95% | | Weighted Average Return on Net Assets | -15.34% | -6.38% | -8.96% | | Total Assets | 9,915,003,633.85 | 10,704,198,980.26 | -7.37% | | Net Assets Attributable to Shareholders of Listed Company | 1,535,642,366.67 | 1,787,942,337.97 | -14.11% | V. Differences in Accounting Data Under Domestic and International Accounting Standards The company reported no differences in net profit and net assets between international/overseas accounting standards and Chinese accounting standards during the period - The company's financial reports for the period show no differences in net profit and net assets between international accounting standards and Chinese accounting standards[19] - The company's financial reports for the period show no differences in net profit and net assets between overseas accounting standards and Chinese accounting standards[19] VI. Non-Recurring Gains and Losses Items and Amounts The company's total non-recurring gains and losses amounted to -25.96 million yuan, primarily due to negative non-operating income and expenses, impacting net profit negatively Non-Recurring Gains and Losses Items and Amounts | Item | Amount (yuan) | Description | | :--- | :--- | :--- | | Gains or losses from disposal of non-current assets | 10,405,307.58 | | | Government grants recognized in current profit or loss (excluding those with continuous impact) | 3,240,373.02 | | | Other non-operating income and expenses apart from the above items | -39,479,911.04 | | | Less: Income tax impact | 95,319.24 | | | Impact on minority interests (after tax) | 29,204.89 | | | Total | -25,958,754.57 | | - The company has no other profit or loss items that meet the definition of non-recurring gains and losses[22] - The company has not classified 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 losses[22] Management Discussion and Analysis I. Main Business Activities During the Reporting Period Zhongbai Group, a leading retail company in Hubei, operates diverse formats and a modern commercial ecosystem, but experienced declines in revenue and net profit in H1 2025 - The company primarily engages in commercial retail, covering various formats such as hypermarkets, community supermarkets, convenience stores, shopping malls, and appliance stores, supported by digital intelligence technology, logistics, and food processing[24] - In the first half of 2025, China's GDP grew by 5.3%, total retail sales of consumer goods increased by 5.0%, and online retail sales grew by 8.5%; among retail formats above designated size, convenience stores, supermarkets, and specialty stores experienced faster growth[25] Company Market Position | Ranking Institution | Ranking | | :--- | :--- | | 2024 China Retail Top 100 | No. 34 | | 2024 China Chain Store Top 100 | No. 33 | | 2024 China Supermarket Top 100 | No. 9 | Company Overall Operating Performance (H1 2025) | Indicator | Amount/Ratio | | :--- | :--- | | Operating Revenue | 4.62 billion yuan | | Year-on-year Decrease | 19.13% | | Net Profit Attributable to Shareholders of Listed Company | -255 million yuan | | Year-on-year Decrease | 79.50% | - Driving operational quality improvement: 14 warehouse format stores and 55 community supermarket format stores were renovated, with customer traffic increasing by 9% and 6% respectively; 89 new outlets were added, while 177 unprofitable outlets were closed; private label product sales reached 328 million yuan[27] - Driving reform and transformation breakthroughs: entered the hard discount segment with the opening of the first Xiaobaihui discount store and a new generation food supermarket; launched local life service platform "Baobao Life," with "Zhongbai Neighbor Buy" sales growing by 16% year-on-year; accumulated approximately 500 live streaming sessions[28] - Focusing on improving operational efficiency: accelerated the disposal of existing assets, completed government repurchase of idle land plots and asset appraisal and listing of gas station assets, reducing vacant area by over 17,000 square meters in the first half; Hankoubei Fresh Produce Central Warehouse commenced operations[29] - Concentrating on enhancing management efficiency: streamlined organizational structure, eliminated regional levels outside the city for warehouse supermarket companies; optimized employment models, piloting "position-level separation"; strengthened internal control management, conducting inspections in key areas[29] Store Operating Performance at End of Reporting Period | Operating Format | Number of Stores | Operating Revenue (ten thousand yuan) | | :--- | :--- | :--- | | Hypermarket | 134 | 292,591.88 | | Community Supermarket | 476 | 64,349.49 | | Convenience Store | 875 | 87,918.98 | | Department Store Shopping Mall | 7 | 10,770.09 | | Appliance Specialty Store | 14 | 7,083.36 | | Community Canteen | 4 | 272.79 | | Qianshuang Light Food Station | 16 | 298.25 | | Total | 1526 | 463,286.84 | Store Changes (H1 2025) | Operating Format | New Stores Added | Stores Closed | | :--- | :--- | :--- | | Hypermarket | 0 | 13 | | Community Supermarket | 18 | 109 | | Convenience Store | 68 | 53 | | Community Canteen | 1 | 2 | | Qianshuang Light Food Station | 2 | 0 | | Total | 89 | 177 | Store Efficiency (H1 2025) | Operating Format | Sales Productivity per Square Meter per Month (yuan/sqm/month) | Comparable Store Operating Revenue Growth Rate (%) | | :--- | :--- | :--- | | Hypermarket | 1,203 | -12.09% | | Community Supermarket | 1,344 | -14.47% | | Convenience Store | 2,573 | -4.93% | | Department Store Shopping Mall | 207 | -8.17% | | Appliance Specialty Store | 866 | -16.90% | - During the reporting period, the company's online business achieved sales of approximately 850 million yuan[35] - The company's top five suppliers accounted for 621 million yuan in purchases, representing 17.76% of total annual procurement[36] - The company implements inventory management policies such as intelligent replenishment, sales-driven procurement, enhanced control of abnormal store indicators, and timely handling of abnormal inventory[36] - Policies for handling slow-moving and expired goods include timely removal and sealing, discount processing, and freezing of warehouse products with shelf-life issues[36] - Zhongbai Logistics operates 8 logistics parks within Hubei province and 2 outside, with a total land area of 560,000 square meters and a total warehouse area of 350,000 square meters, providing integrated warehousing and distribution services[37][38] Warehousing and Logistics Expenses (H1 2025) | Expense Type | Amount (ten thousand yuan) | Proportion | | :--- | :--- | :--- | | Warehousing Expenses | 5,779 | | | Transportation Expenses | 16,239 | | | Of which: Self-owned Logistics Expenses | 270 | 1.66% | | Of which: Outsourced Logistics Expenses | 15,968 | 98.34% | | Total | 22,017 | | II. Analysis of Core Competencies The company's core strengths lie in its deep roots in the Central China market, diverse retail formats, robust logistics, and fresh food processing, supported by continuous supply chain upgrades and digital integration - The company is deeply rooted in the Central China market, focusing on three major industries: chain operations, logistics, and fresh food processing[39] - The company possesses significant regional brand advantages, with rich formats and a sound system, meeting consumers' "15-minute convenient living circle" needs[39] - The company accelerates supply chain upgrades, increases direct sourcing and private label penetration, and possesses a comprehensive smart logistics and fresh food processing system[39] - The company promotes multi-format synergy and omni-channel integration, expanding home delivery services through its self-developed e-commerce platform and third-party platforms, enhancing shopping experience and customer loyalty[39] III. Analysis of Main Business The company's main business revenue decreased by 19.13%, primarily due to lower revenue and gross profit, significantly impacting operating cash flow, while investment cash flow increased due to fund recovery Year-on-Year Changes in Key Financial Data | Indicator | Current Period (yuan) | Prior Period (yuan) | Year-on-Year Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 4,618,067,271.98 | 5,710,508,781.00 | -19.13% | | | Operating Cost | 3,554,171,802.66 | 4,466,010,295.71 | -20.42% | | | Selling Expenses | 940,665,044.58 | 1,044,954,301.69 | -9.98% | | | Administrative Expenses | 234,537,278.72 | 242,702,617.04 | -3.36% | | | Financial Expenses | 50,288,845.33 | 54,417,896.28 | -7.59% | | | Income Tax Expense | 6,765,170.41 | 10,843,913.78 | -37.61% | | | Net Cash Flow from Operating Activities | 130,127,843.15 | 402,584,698.06 | -67.68% | Operating revenue decreased, gross profit decreased | | Net Cash Flow from Investing Activities | -2,560,895.97 | -110,973,993.29 | 97.69% | Recovery of Donghu Bairui Fund investment | | Net Cash Flow from Financing Activities | -192,281,081.60 | -271,190,735.76 | 29.10% | Cash paid for other financing activities decreased year-on-year | | Net Increase in Cash and Cash Equivalents | -64,714,134.42 | 20,419,969.01 | -416.92% | Net cash flow from operating activities decreased | - The company's profit structure or sources of profit did not undergo significant changes during the reporting period[42] Composition of Operating Revenue (by Industry, Product, Region) | Category | Item | Current Period Amount (yuan) | Proportion of Operating Revenue | Prior Period Amount (yuan) | Proportion of Operating Revenue | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | By Industry | Supermarket | 4,207,176,442.61 | 91.10% | 5,120,812,312.44 | 89.67% | -17.84% | | | Department Store | 105,757,880.04 | 2.29% | 116,325,966.83 | 2.04% | -9.08% | | | Other | 667,778,286.00 | 14.46% | 794,178,684.13 | 13.91% | -15.92% | | | Offset | -362,645,336.67 | -7.85% | -320,808,182.40 | -5.62% | -13.04% | | By Product | Operating Revenue | 4,618,067,271.98 | 100.00% | 5,710,508,781.00 | 100.00% | -19.13% | | By Region | Hubei Region | 4,425,924,961.81 | 95.84% | 5,507,130,335.09 | 96.44% | -19.63% | | | Chongqing Region | 54,330,526.01 | 1.18% | 40,148,084.99 | 0.70% | 35.33% | | | Hunan Region | 131,653,973.86 | 2.85% | 157,496,663.44 | 2.76% | -16.41% | | | Henan Region | 6,157,810.30 | 0.13% | 5,733,697.48 | 0.10% | 7.40% | Industries, Products, or Regions Accounting for Over 10% of Company's Operating Revenue or Operating Profit | Category | Item | Operating Revenue (yuan) | Operating Cost (yuan) | Gross Profit Margin | Operating Revenue Year-on-Year Change (%) | Operating Cost Year-on-Year Change (%) | Gross Profit Margin Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | By Industry | Supermarket | 4,207,176,442.61 | 3,225,374,875.61 | 23.34% | -17.84% | -18.86% | 0.97% | | | Department Store | 105,757,880.04 | 35,922,935.33 | 66.03% | -9.08% | 2.42% | -3.82% | | | Other | 667,778,286.00 | 575,689,915.61 | 13.79% | -15.92% | -17.06% | 1.19% | | By Product | Operating Revenue | 4,618,067,271.98 | 3,554,171,802.66 | 23.04% | -19.13% | -20.42% | 1.25% | | By Region | Hubei Region | 4,425,924,961.81 | 3,406,035,053.17 | 23.04% | -19.63% | -20.90% | 1.23% | | | Chongqing Region | 54,330,526.01 | 49,306,516.61 | 9.25% | 35.33% | 58.06% | -13.05% | | | Hunan Region | 131,653,973.86 | 94,055,119.77 | 28.56% | -16.41% | -24.31% | 7.46% | | | Henan Region | 6,157,810.30 | 4,775,113.11 | 22.45% | 7.40% | 10.02% | -1.85% | IV. Analysis of Non-Core Business Non-core business negatively impacted total profit, with significant non-operating expenses from store closures and asset write-offs, while investment income and credit impairment losses were also negative Non-Core Business Analysis | Item | Amount (yuan) | Proportion of Total Profit | Reason for Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | -4,228,905.55 | -1.71% | | Not sustainable | | Non-operating Income | 1,830,045.91 | 0.74% | | Not sustainable | | Non-operating Expenses | 43,912,902.00 | 17.81% | Mainly store closure losses and asset write-offs of Zhongbai Warehouse Supermarket | Not sustainable | | Credit Impairment Loss | -12,044,821.90 | -4.88% | Mainly provision for bad debts on receivables | Not sustainable | | Other Income | 3,303,095.66 | 1.34% | Mainly government grants received | Not sustainable | | Asset Disposal Income | 13,008,252.63 | 5.28% | Mainly gains from disposal of non-current assets | Not sustainable | V. Analysis of Assets and Liabilities The company's total assets and net assets attributable to shareholders both decreased, with significant reductions in inventory and long-term equity investments, while fixed assets, construction in progress, and right-of-use assets increased their proportion Significant Changes in Asset Composition | Item | Amount at End of Current Period (yuan) | Proportion of Total Assets | Amount at End of Prior Year (yuan) | Proportion of Total Assets | Change in Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 877,067,074.18 | 8.85% | 945,847,341.30 | 8.84% | 0.01% | | Accounts Receivable | 501,236,737.82 | 5.06% | 461,613,359.64 | 4.31% | 0.75% | | Inventories | 1,000,150,617.98 | 10.09% | 1,516,769,406.81 | 14.17% | -4.08% | | Long-term Equity Investments | 69,149,317.22 | 0.70% | 151,302,873.65 | 1.41% | -0.71% | | Fixed Assets | 3,961,667,912.40 | 39.96% | 4,046,137,874.66 | 37.80% | 2.16% | | Construction in Progress | 247,776,926.52 | 2.50% | 142,455,063.56 | 1.33% | 1.17% | | Right-of-Use Assets | 2,014,676,024.39 | 20.32% | 2,111,207,198.49 | 19.72% | 0.60% | | Short-term Borrowings | 1,349,468,769.30 | 13.61% | 1,299,556,821.18 | 12.14% | 1.47% | | Contract Liabilities | 2,180,648,782.92 | 21.99% | 2,252,111,220.09 | 21.04% | 0.95% | | Lease Liabilities | 1,885,407,024.64 | 19.02% | 1,967,252,092.80 | 18.38% | 0.64% | - The measurement attributes of the company's main assets did not undergo significant changes during the reporting period[51] Asset Rights Restricted as of End of Reporting Period | Item | Book Value at Year-End (yuan) | Reason for Restriction | | :--- | :--- | :--- | | Cash and Cash Equivalents | 34,510,484.60 | Bank acceptance bill margin | | Cash and Cash Equivalents | 24,074,632.09 | Pre-litigation preservation frozen funds | | Cash and Cash Equivalents | 30,000,000.00 | Letter of guarantee margin | | Total | 88,585,116.69 | | VI. Analysis of Investment Status The company's investment increased by 138.30% year-on-year, primarily in non-equity investments like the Jiangxia Zhongbai Modern Industrial Park Phase II project, with no securities or derivative investments Overall Investment Situation | Indicator | Amount (yuan) | | :--- | :--- | | Investment Amount During Reporting Period | 193,766,366.35 | | Investment Amount in Prior Period | 81,310,949.68 | | Change (%) | 138.30% | - The company had no significant equity investments during the reporting period[54] Significant Non-Equity Investments in Progress | Project Name | Investment Method | Is it Fixed Asset Investment | Industry | Amount Invested in Current Period (yuan) | Cumulative Actual Investment Amount as of End of Reporting Period (yuan) | Source of Funds | Project Progress | Estimated Income (yuan) | Cumulative Income Realized as of End of Reporting Period (yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Jiangxia Zhongbai Modern Industrial Park Phase II | Self-built | Yes | Logistics | 108,178,207.97 | 239,048,128.20 | Self-raised | 90.00% | 0.00 | 0.00 | - The company had no securities investments or derivative investments during the reporting period[56] - The company had no use of raised funds during the reporting period[56] VII. 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 significant assets during the reporting period[57] - The company did not dispose of significant equity during the reporting period[57] VIII. Analysis of Major Holding and Participating Companies Key subsidiaries include Zhongbai Warehouse Supermarket, which reported a net loss of 215 million yuan, significantly impacting overall performance, and Hubei Zhonghui Rice Industry Co., Ltd. lost control due to court-appointed liquidation Major Subsidiaries and Participating Companies with Over 10% Impact on Company's Net Profit | Company Name | Company Type | Main Business | Registered Capital (ten thousand yuan) | Total Assets (yuan) | Net Assets (yuan) | Operating Revenue (yuan) | Operating Profit (yuan) | Net Profit (yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zhongbai Warehouse Supermarket Co., Ltd. | Subsidiary | Goods Sales | 70300 | 7,284,049,428.78 | 262,627,367.49 | 4,159,440,568.34 | -171,502,418.57 | -214,825,287.92 | | Wuhan Zhongbai Department Store Co., Ltd. | Subsidiary | Goods Sales | 29718 | 1,737,240,288.36 | 300,227,217.20 | 178,296,390.35 | 6,248,567.34 | 3,895,353.03 | | Wuhan Zhongbai Logistics Distribution Co., Ltd. | Subsidiary | Logistics Distribution | 25800 | 1,079,016,271.98 | 129,187,163.43 | 233,385,027.74 | -33,119,660.50 | -34,397,939.11 | | Zhongbai Group Wuhan Fresh Food Processing and Distribution Co., Ltd. | Subsidiary | Food Processing and Distribution | 30000 | 698,372,638.82 | 278,936,291.89 | 281,707,960.16 | 8,189,676.73 | 6,108,319.92 | - The company did not acquire or dispose of any subsidiaries during the reporting period[58] IX. Structured Entities Controlled by the Company The company did not control any structured entities during the reporting period - The company had no controlled structured entities during the reporting period[58] X. Risks Faced by the Company and Countermeasures The company faces intense industry competition, macroeconomic volatility, changing consumer habits, and the impact of online retail, which it addresses through strategic transformation, supply chain reform, and digital empowerment - The company faces risks from intense industry competition, macroeconomic fluctuations, changing consumer habits, increased online retail penetration, and channel diversion due to the development of offline discount and membership stores[58] - The company's format transformation and new business exploration carry risks of long cultivation periods, initial losses, and high digital transformation investment[58] - The company continues to close unprofitable stores, incurring significant losses, which, combined with fixed cost burdens like labor and depreciation, leads to sustained increases in losses[58] - The company's countermeasures include: establishing a transformation task force, optimizing organizational structure and incentive mechanisms, continuously promoting store adjustments and upgrades, exploring asset-light development models, resolutely closing unprofitable stores, and reducing the loss-making scope across various formats[58] - The company's countermeasures include: deepening supply chain reform, promoting collaborative procurement across formats and private label development, expanding fresh food scale; digitally empowering online business, and strengthening internal control and security management[58] XI. Implementation of Market Value Management System and Valuation Enhancement Plan The company has established a market value management system to enhance investment value and shareholder returns through various strategies, but has not disclosed a specific valuation enhancement plan - The company has established a market value management system but has not disclosed a valuation enhancement plan[59] - The market value management system aims to enhance investment value and investor returns, safeguarding investor interests[59] - The company will promote a reasonable reflection of its quality in investment value through mergers and acquisitions, equity incentives, employee stock ownership plans, cash dividends, investor relations management, information disclosure, and share repurchases[59] XII. Implementation of the "Dual Enhancement of Quality and Returns" Action Plan The company did not disclose any announcements regarding the "Dual Enhancement of Quality and Returns" action plan during the reporting period - The company did not disclose any announcements regarding the "Dual Enhancement of Quality and Returns" action plan during the reporting period[60] Corporate Governance, Environment, and Society I. Changes in Directors, Supervisors, and Senior Management There were no changes in the company's directors, supervisors, or senior management during the reporting period, as detailed in the 2024 annual report - The company's directors, supervisors, and senior management did not change during the reporting period[62] II. Profit Distribution and Capital Reserve Conversion to Share Capital in Current 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 period[63] III. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company approved the repurchase and cancellation of 7,397,104 restricted shares due to changes in incentive recipients and unmet performance targets, reducing total share capital - The company approved the proposal to repurchase and cancel a portion of restricted shares due to changes in personal circumstances of some incentive recipients and unmet performance targets for the second lifting of restrictions period[64] - Approved the repurchase and cancellation of a total of 7,397,104 restricted shares, changing the company's total share capital from 669,971,694 shares to 662,574,590 shares[64] - The company is currently processing the relevant procedures for repurchase and cancellation[64] IV. Environmental Information Disclosure The company and its subsidiary, Zhongbai Group Wuhan Fresh Food Processing and Distribution Co., Ltd., are listed as legally required environmental information disclosure enterprises - The listed company and its major subsidiary, Zhongbai Group Wuhan Fresh Food Processing and Distribution Co., Ltd., have been included in the list of enterprises required to disclose environmental information by law[64] - The environmental information disclosure report of Zhongbai Group Wuhan Fresh Food Processing and Distribution Co., Ltd. can be found on the Enterprise Environmental Information Disclosure System (Hubei)[64] V. Social Responsibility The company actively fulfills its social responsibilities by engaging in poverty alleviation procurement, supporting agricultural sales through "State-owned Enterprise Linking Villages" initiatives, and conducting community outreach - In the first half of 2025, the company carried out targeted poverty alleviation procurement in 24 key impoverished counties and districts nationwide, purchasing a total of 2,071 tons of products, with a procurement amount of 43.39 million yuan[65] - As an industry对接 enterprise for the "State-owned Enterprise Linking Villages" initiative, the company organized online agricultural product live streams and farmer assistance live streams to help sell local agricultural products[65] - The company carried out "Community Co-construction and Heartwarming Condolence" activities, providing supplies to disadvantaged residents and families within its jurisdiction[65] Significant Matters I. Fulfillment of Commitments by Actual Controller, Shareholders, Related Parties, Acquirers, and the Company During the Reporting Period and Overdue Unfulfilled Commitments as of the End of the Reporting Period Wuhan Shanglian (Group) Co., Ltd., the company's largest shareholder, is currently fulfilling its commitment to resolve horizontal competition within five years, with no overdue unfulfilled commitments Fulfillment of Commitments | Commitment Reason | Promising Party | Commitment Type | Commitment Content | Commitment Date | Commitment Period | Fulfillment Status | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Commitments made in acquisition report or equity change report | Wuhan Shanglian (Group) Co., Ltd. | Commitment regarding horizontal competition | Resolve horizontal competition between the two companies within 5 years | October 2024 | 5 years | In progress | - Was the commitment fulfilled on time: Yes[67] - If the commitment was overdue and unfulfilled, a detailed explanation of the specific reasons for non-fulfillment and the next work plan should be provided: None[67] II. Non-Operating Funds Occupied by Controlling Shareholders and Other Related Parties from the Listed Company The company reported no non-operating funds occupied by controlling shareholders or other related parties during the reporting period - The company reported no non-operating funds occupied by controlling shareholders or other related parties from the listed company during the reporting period[68] III. Irregular External Guarantees The company reported no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period[69] 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[70] V. Board of Directors' and Supervisory Board's Explanations on the Accounting Firm's "Non-Standard Audit Report" for the Current Period The company's board of directors and supervisory board provided no explanations regarding a "non-standard audit report" from the accounting firm for the current period - The company's board of directors and supervisory board provided no explanations regarding a "non-standard audit report" from the accounting firm for the current period[70] VI. Board of Directors' Explanations on the "Non-Standard Audit Report" for the Previous Year The company's board of directors provided no explanations regarding the "non-standard audit report" for the previous year - The company's board of directors provided no explanations regarding the "non-standard audit report" for the previous year[70] VII. Bankruptcy and Reorganization Matters The company had no bankruptcy or reorganization matters during the reporting period - The company had no bankruptcy or reorganization matters during the reporting period[70] VIII. Litigation Matters The company had no significant litigation or arbitration matters, with other disputes totaling 141.84 million yuan in value, not expected to significantly impact operations - The company had no significant litigation or arbitration matters during the reporting period[71] Other Litigation Matters | Basic Information of Litigation (Arbitration) | Amount Involved (ten thousand yuan) | Whether a Provision is Formed | Litigation (Arbitration) Progress | Litigation (Arbitration) Outcome and Impact | | :--- | :--- | :--- | :--- | :--- | | Disputes over property leases, labor employment, transportation contracts, sales contracts, etc. | 14,183.51 | No | Not applicable | Does not constitute a significant impact on the company's operations | IX. Penalties and Rectification The company reported no penalties or rectification situations during the reporting period - The company had no penalties or rectification situations during the reporting period[72] X. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller The company reported no integrity issues concerning itself, its controlling shareholder, or its actual controller during the reporting period - The company reported no integrity issues concerning itself, its controlling shareholder, or its actual controller during the reporting period[72] XI. Significant Related-Party Transactions The company reported no significant related-party transactions during the period, including those related to daily operations, asset/equity acquisitions, joint investments, or intercompany debt - The company had no related-party transactions related to daily operations during the reporting period[72] - The company had no related-party transactions involving asset or equity acquisitions/disposals during the reporting period[72] - The company had no related-party transactions involving joint external investments during the reporting period[72] - The company had no related-party creditor-debtor relationships during the reporting period[72] - There were no deposits, loans, credit lines, or other financial transactions between the company and related financial companies or related parties[72] - The company had no other significant related-party transactions during the reporting period[73] XII. Significant Contracts and Their Fulfillment The company has no trust or contracting arrangements, but provides joint liability guarantees for subsidiaries, with a total outstanding guarantee balance of 1.36 billion yuan, representing 88.32% of net assets - The company had no trust arrangements during the reporting period[74] - The company had no contracting arrangements during the reporting period[74] - Matters related to leases during the reporting period are detailed in "Section VIII Financial Report, VII. 54 Leases"[74] - The company had no lease projects that generated profit or loss exceeding 10% of the company's total profit during the reporting period[74] Company's Guarantees for Subsidiaries | Guaranteed Party Name | Guarantee Limit (ten thousand yuan) | Actual Guarantee Amount (ten thousand yuan) | Guarantee Type | Guarantee Period | Is it Fulfilled | Is it a Related-Party Guarantee | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zhongbai Warehouse Supermarket Co., Ltd. | 25,000 | 10,000 | Joint and several liability guarantee | 1 year | No | No | | Zhongbai Warehouse Xiaogan Shopping Plaza Co., Ltd. | 10,000 | | Joint and several liability guarantee | 1 year | | No | | Wuhan Zhongbai Convenience Store Co., Ltd. | 10,000 | | Joint and several liability guarantee | 1 year | | No | | Zhongbai Warehouse Supermarket Co., Ltd. and other subsidiaries | 75,000 | 21,563.97 | Joint and several liability guarantee | 1 year | No | No | | Zhongbai Warehouse Supermarket Co., Ltd. and other subsidiaries | 60,000 | 21,770 | Joint and several liability guarantee | 1 year | No | No | | Zhongbai Warehouse Supermarket Co., Ltd. and its wholly-owned subsidiaries | 40,000 | 14,901.26 | Joint and several liability guarantee | 1 year | No | No | | Wuhan Zhongbai Convenience Store Co., Ltd. and its wholly-owned subsidiaries | 10,000 | | Joint and several liability guarantee | 1 year | No | | | Wuhan Zhongbai Modern Food Processing Logistics Distribution Co., Ltd. | 3,000 | | Joint and several liability guarantee | 1 year | No | | | Zhongbai Warehouse Supermarket Co., Ltd. | 15,000 | 4,000 | Joint and several liability guarantee | 1 year | No | No | | Zhongbai Warehouse Xiaogan Shopping Plaza Co., Ltd. | 10,000 | | Joint and several liability guarantee | 1 year | | | | Zhongbai Warehouse Xianning Shopping Plaza Co., Ltd. | 10,000 | | Joint and several liability guarantee | 1 year | | | | Wuhan Hanpeng Logistics Development Co., Ltd. | 5,000 | | Joint and several liability guarantee | 1 year | | | | Wuhan Zhongbai Convenience Store Co., Ltd. | 5,000 | | Joint and several liability guarantee | 1 year | | | | Zhongbai Holding Group Co., Ltd. wholly-owned subsidiaries | 30,000 | | Joint and several liability guarantee | 1 year | | | | Zhongbai Warehouse Supermarket Co., Ltd. | 15,000 | | Joint and several liability guarantee | 1 year | | | | Zhongbai Warehouse Xiaogan Shopping Plaza Co., Ltd. | 15,000 | 12,000 | Joint and several liability guarantee | 1 year | No | No | | Zhongbai Warehouse Xianning Shopping Plaza Co., Ltd. | 15,000 | 12,000 | Joint and several liability guarantee | 1 year | No | No | | Wuhan Zhongbai Convenience Store Co., Ltd. | 10,000 | | Joint and several liability guarantee | 1 year | | | | Wuhan Zhizhiyun Technology Co., Ltd. | 3,000 | | Joint and several liability guarantee | 1 year | | | | Zhongbai Group Wuhan Fresh Food Processing and Distribution Co., Ltd. | 1,000 | | Joint and several liability guarantee | 1 year | | | | Wuhan Zhongbai Logistics Distribution Co., Ltd. | 1,000 | | Joint and several liability guarantee | 1 year | | | | Wuhan Hanpeng Logistics Development Co., Ltd. | 1,000 | | Joint and several liability guarantee | 1 year | | | | Wuhan Zhongbai Modern Food Processing Logistics Distribution Co., Ltd. | 5,000 | 1,000 | Joint and several liability guarantee | 1 year | No | No | | Wuhan Zhongbai Xinchen Environmental Packaging Technology Co., Ltd. | 1,000 | | Joint and several liability guarantee | 1 year | | | | Zhongbai Warehouse Supermarket Co., Ltd. | 33,000 | 17,697.69 | Joint and several liability guarantee | 1 year | No | No | | Zhongbai Warehouse Xiaogan Shopping Plaza Co., Ltd. | 11,000 | | Joint and several liability guarantee | 1 year | | | | Wuhan Zhongbai Department Store Co., Ltd. | 550 | | Joint and several liability guarantee | 1 year | | | | Zhongbai Group Wuhan Fresh Food Processing and Distribution Co., Ltd. | 550 | | Joint and several liability guarantee | 1 year | | | | Wuhan Zhongbai Xinchen Environmental Packaging Technology Co., Ltd. | 1,100 | | Joint and several liability guarantee | 1 year | | | | Wuhan Zhongbai Logistics Distribution Co., Ltd. | 14,300 | 1,000 | Joint and several liability guarantee | 1 year | No | No | | Wuhan Hanpeng Logistics Development Co., Ltd. | 16,500 | 1,000 | Joint and several liability guarantee | 1 year | No | No | | Wuhan Zhongbai Modern Food Processing Logistics Distribution Co., Ltd. | 4,400 | 1,000 | Joint and several liability guarantee | 1 year | No | No | | Wuhan Zhongbai Convenience Store Co., Ltd. | 5,500 | 2,000 | Joint and several liability guarantee | 1 year | No | No | | Zhongbai Warehouse Supermarket Co., Ltd. | 15,000 | | Joint and several liability guarantee | 1 year | | | | Zhongbai Warehouse Xiaogan Shopping Plaza Co., Ltd. | 13,000 | | Joint and several liability guarantee | 1 year | | | | Wuhan Zhongbai Convenience Store Co., Ltd. | 10,000 | | Joint and several liability guarantee | 1 year | | | | Wuhan Zhongbai Logistics Distribution Co., Ltd. | 3,000 | | Joint and several liability guarantee | 1 year | | | | Zhongbai Warehouse Supermarket Co., Ltd. | 35,000 | 6,000 | Joint and several liability guarantee | 1 year | No | No | | Wuhan Zhongbai Convenience Store Co., Ltd. | 5,000 | | Joint and several liability guarantee | 1 year | | | | Wuhan Zhongbai Department Store Co., Ltd. | 5,000 | 325.89 | Joint and several liability guarantee | 1 year | No | No | | Changsha Senhuojia Commercial and Trade Co., Ltd. | 5,000 | 2,000 | Joint and several liability guarantee | 1 year | No | No | | Zhongbai Warehouse Supermarket Co., Ltd. and its wholly-owned subsidiaries | 30,000 | 5,500 | Joint and several liability guarantee | 1 year | No | No | | Wuhan Zhongbai Convenience Store Co., Ltd. and its wholly-owned subsidiaries | 10,000 | | Joint and several liability guarantee | 1 year | | | | Zhongbai Warehouse Supermarket Co., Ltd. and its wholly-owned subsidiaries | 30,000 | 1,871.67 | Joint and several liability guarantee | 1 year | No | No | | Zhongbai Warehouse Supermarket Co., Ltd. and its wholly-owned subsidiaries | 22,000 | | Joint and several liability guarantee | 1 year | | | | Wuhan Zhongbai Convenience Store Co., Ltd. and its wholly-owned subsidiaries | 12,000 | | Joint and several liability guarantee | 1 year | | | | Wuhan Zhongbai Logistics Distribution Co., Ltd. and its wholly-owned subsidiaries | 2,000 | | Joint and several liability guarantee | 1 year | | | | Zhongbai Group Wuhan Fresh Food Processing and Distribution Co., Ltd. | 2,000 | | Joint and several liability guarantee | 1 year | | | | Wuhan Zhizhiyun Technology Co., Ltd. | 2,000 | | Joint and several liability guarantee | 1 year | | | | Zhongbai Warehouse Supermarket Co., Ltd. | 30,000 | | Joint and several liability guarantee | 1 year | | | | Zhongbai Warehouse Xiaogan Shopping Plaza Co., Ltd. | 30,000 | | Joint and several liability guarantee | 1 year | | | | Zhongbai Holding Group Co., Ltd. wholly-owned subsidiaries | 30,000 | | Joint and several liability guarantee | 1 year | | | Company's Total Guarantee Amount | Indicator | Amount (ten thousand yuan) | | :--- | :--- | | Total approved guarantee limit during reporting period | 752,900.00 | | Total actual guarantee amount incurred during reporting period | 110,717.21 | | Total approved guarantee limit at end of reporting period | 407,700.00 | | Total actual guarantee balance at end of reporting period | 135,630.47 | | Proportion of total actual guarantee to company's net assets | 88.32% | | Balance of guarantees provided for shareholders, actual controllers, and their related parties | 0.00 | | Balance of debt guarantees directly or indirectly provided for guaranteed parties with asset-liability ratio exceeding 70% | 135,630.47 | | Amount of total guarantee exceeding 50% of net assets | 0.00 | | Total of the above three guarantee amounts | 135,630.47 | | Explanation of guarantee liability incurred or evidence indicating potential joint and several liability for unexpired guarantee contracts during the reporting period | None | | Explanation of external guarantees provided in violation of prescribed procedures | None | - The company had no entrusted wealth management during the reporting period[79] - The company had no other significant contracts during the reporting period[80] XIII. Explanation of Other Significant Matters The company's largest shareholder, Wushanglian, completed its share increase plan, acquiring 6,810,200 shares for 20.26 million yuan, increasing its and its concerted parties' total stake to 35.58% - The company's largest shareholder, Wushanglian, has completed its share increase plan, cumulatively increasing its holdings by 6,810,200 shares, representing 1.02% of the company's total share capital[82] - The amount of this share increase was 20,255,924 yuan[82] - After the increase, Wushanglian and its concerted party, Huahan Investment, collectively hold 35.58% of the shares[82] XIV. Significant Matters of Company Subsidiaries The company reported no significant matters concerning its subsidiaries during the reporting period - The company had no significant matters concerning its subsidiaries during the reporting period[83] Share Changes and Shareholder Information I. Share Change Information The company's total share capital remained unchanged at 669,971,694 shares during the reporting period, with no alterations to the structure of restricted and unrestricted shares Share Change Information | Item | Quantity Before Change (shares) | Proportion Before Change | Net Change (increase/decrease) in Current Period (shares) | Quantity After Change (shares) | Proportion After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 14,265,669 | 2.13% | 0 | 14,265,669 | 2.13% | | II. Unrestricted Shares | 655,706,025 | 97.87% | 0 | 655,706,025 | 97.87% | | III. Total Shares | 669,971,694 | 100.00% | 0 | 669,971,694 | 100.00% | - Reason for share change: Not applicable[86] - Approval status of share change: Not applicable[86] - Transfer status of share change: Not applicable[86] - Implementation progress of share repurchase: Not applicable[86] - Implementation progress of reducing repurchased shares through centralized bidding: Not applicable[86] - Impact of share changes on basic and diluted earnings per share, net assets per share attributable to common shareholders, and other financial indicators for the most recent year and period: Not applicable[86] - Other content deemed necessary by the company or required by securities regulatory authorities to be disclosed: Not applicable[87] - Changes in restricted shares: Not applicable[87] II. Securities Issuance and Listing The company had no securities issuance or listing activities during the reporting period - The company had no securities issuance or listing activities during the reporting period[87] III. Number of Shareholders and Shareholding Information As of the reporting period end, the company had 110,858 common shareholders, with Wuhan Shanglian (Group) Co., Ltd. and its concerted parties holding a combined 35.58% Total Number of Common Shareholders at End of Reporting Period | Indicator | Number | | :--- | :--- | | Total number of common shareholders at end of reporting period | 110,858 | | Total number of preferred shareholders with restored voting rights at end of reporting period (if any) | 0 | Shareholding Information of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Ratio | Number of Shares Held at End of Reporting Period (shares) | Changes in Holdings During Reporting Period (shares) | Number of Restricted Shares Held (shares) | Number of Unrestricted Shares Held (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Wuhan Shanglian (Group) Co., Ltd. | State-owned Legal Person | 21.42% | 143,494,290 | 130,000 | 64,741 | 143,429,549 | | Wuhan Huahan Investment Management Co., Ltd. | State-owned Legal Person | 14.16% | 94,853,195 | 0 | 0 | 94,853,195 | | Li Xinsheng | Domestic Natural Person | 1.00% | 6,726,800 | 2,817,400 | 0 | 6,726,800 | | Wuhan Urban Construction Group Co., Ltd. | State-owned Legal Person | 0.94% | 6,296,831 | 0 | 0 | 6,296,831 | | Hubei Furong Zihong Commercial Logistics Group Co., Ltd. | Domestic Non-State-owned Legal Person | 0.58% | 3,899,500 | 3,899,500 | 0 | 3,899,500 | | Liang Xucan | Domestic Natural Person | 0.23% | 1,564,300 | 1,564,300 | 0 | 1,564,300 | | Li Menglun