Important Notice Board of Directors and Management Statement The company's board of directors, directors, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content, and bear legal responsibility - The company's board of directors and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content, and bear legal responsibility3 - All company directors attended the board meeting4 - This semi-annual report was not audited5 Profit Distribution Plan The company's board of directors did not approve any profit distribution or capital reserve to share capital increase plan for this reporting period - There is no profit distribution or capital reserve to share capital increase plan for this reporting period6 Forward-Looking Statement Risk Disclosure The company reminds investors that forward-looking descriptions, such as business plans and development strategies, do not constitute substantial commitments and involve investment risks - Forward-looking descriptions in the report, such as business plans and development strategies, do not constitute substantial commitments by the company to investors6 - Investors should be aware of investment risks6 Fund Occupation and External Guarantees During the reporting period, the company had no non-operating fund occupation by controlling shareholders or other related parties, nor any external guarantees provided in violation of decision-making procedures - There was no non-operating fund occupation by controlling shareholders or other related parties7 - There were no external guarantees provided in violation of decision-making procedures8 Significant Risk Warning The company's risks are detailed in "Section III Management Discussion and Analysis" under "V. Other Disclosures (I) Potential Risks," reminding investors to be aware of investment risks - The company's risks are detailed in “Section III Management Discussion and Analysis” under “V. Other Disclosures (I) Potential Risks”7 - Investors should be aware of investment risks7 Section I Definitions Definitions of Common Terms This section defines common terms used in the report, including company names, major shareholders, subsidiaries, and core businesses (commercial chain, logistics supply chain, food industry), ensuring clear understanding of the report content - “Company”, “the Company”, “Liqun Shares”, and “Liqun Commercial Group” all refer to Liqun Commercial Group Co., Ltd14 - “Commercial Chain Business” encompasses offline formats such as department stores, shopping malls, hypermarkets, convenience stores, fresh food community stores, and category-specific stores, as well as online O2O and B2B formats14 - “Logistics Supply Chain Business” refers to the company's brand agency and buyout operations, relying on a smart logistics warehousing system to meet internal distribution needs and provide goods to third-party distributors14 - “Food Industry” refers to the company's food technology subsidiary specializing in food R&D, production, and sales14 Section II Company Profile and Key Financial Indicators Company Basic Information This section lists the company's Chinese name, abbreviation, foreign name, and abbreviation, and provides definitions of common terms used during the reporting period, clarifying the references to the company and its main related parties - The company's Chinese name is Liqun Commercial Group Co., Ltd., abbreviated as Liqun Shares13 - The company's foreign name is Liqun Commercial Group Co.,Ltd., abbreviated as Liqun Co.,Ltd.13 Contact Information This section provides the names, contact addresses, phone numbers, faxes, and email addresses of the company's Board Secretary and Securities Affairs Representative for investor communication - The Board Secretary is Wu Lei, and the Securities Affairs Representative is Cui Na16 - Contact address for both is No. 83 Haier Road, Laoshan District, Qingdao, phone 0532-58668898, fax 0532-58668998, email lqzhengquan@iliqun.com16 Changes in Basic Information The company's registered address is No. 78 Xiangjiang Road, Qingdao Economic and Technological Development Zone, and its office address is No. 83 Haier Road, Laoshan District, Qingdao, with no historical changes during the reporting period - The company's registered address is No. 78 Xiangjiang Road, Qingdao Economic and Technological Development Zone, and its office address is No. 83 Haier Road, Laoshan District, Qingdao17 - There were no historical changes to the company's registered or office addresses during the reporting period17 Information Disclosure The company designates China Securities Journal, Shanghai Securities News, Securities Times, and Securities Daily as information disclosure newspapers, with the semi-annual report published on www.sse.com.cn and available at the company's securities department, with no changes during the reporting period - The company's selected information disclosure newspapers are China Securities Journal, Shanghai Securities News, Securities Times, and Securities Daily18 - The semi-annual report is published on www.sse.com.cn, and the physical location for inspection is the company's securities department18 - There were no changes in information disclosure or storage locations during the reporting period18 Company Stock Information The company's A-shares are listed on the Shanghai Stock Exchange, with the stock abbreviation Liqun Shares and stock code 601366, and no previous stock abbreviation - The company's stock type is A-shares, listed on the Shanghai Stock Exchange19 - The stock abbreviation is Liqun Shares, and the stock code is 60136619 Key Accounting Data and Financial Indicators In H1 2025, the company's operating revenue decreased by 3.08% YoY to 3.718 billion yuan, and net profit attributable to parent company significantly decreased by 65.94% to 7.40 million yuan, mainly due to macro environment and store adjustments 2025 H1 Key Accounting Data | Key Accounting Data | Current Period (Jan-Jun) (yuan) | Prior Year Period (yuan) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 3,718,227,431.01 | 3,836,243,051.71 | -3.08 | | Total Profit | 20,707,787.60 | 48,303,120.39 | -57.13 | | Net Profit Attributable to Listed Company Shareholders | 7,400,759.37 | 21,728,230.86 | -65.94 | | Net Profit Attributable to Listed Company Shareholders (Excluding Non-Recurring Gains/Losses) | -44,784,745.01 | -43,128,312.96 | -3.84 | | Net Cash Flow from Operating Activities | 293,844,362.30 | 310,345,739.88 | -5.32 | | Net Assets Attributable to Listed Company Shareholders (Period-End/Prior Year-End) | 4,185,201,174.57 | 4,315,652,648.62 | -3.02 | 2025 H1 Key Financial Indicators | Key Financial Indicators | Current Period (Jan-Jun) | Prior Year Period | YoY Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (yuan/share) | 0.01 | 0.03 | -66.67 | | Diluted Earnings Per Share (yuan/share) | 0.01 | 0.02 | -50.00 | | Basic Earnings Per Share (Excluding Non-Recurring Gains/Losses) (yuan/share) | -0.05 | -0.05 | 0.00 | | Weighted Average Return on Net Assets (%) | 0.17 | 0.51 | Decreased by 0.34 percentage points | | Weighted Average Return on Net Assets (Excluding Non-Recurring Gains/Losses) (%) | -1.04 | -1.03 | Decreased by 0.01 percentage points | - The decrease in operating revenue was primarily due to the macroeconomic environment, insufficient resident consumption capacity and confidence, diversion of customer traffic by e-commerce platforms and emerging retail models, and the company's closure of underperforming leased stores23 - The decline in operating revenue directly led to a decrease in total profit and net cash flow from operating activities24 Non-Recurring Gains and Losses During the reporting period, the company's total non-recurring gains and losses amounted to 52.1855 million yuan, primarily from disposal gains/losses of non-current assets (54.7133 million yuan), due to early termination and recognition of asset disposal gains/losses from closing some leased stores 2025 H1 Non-Recurring Gains and Losses Items and Amounts | Non-Recurring Gains and Losses Item | Amount (yuan) | Notes (if applicable) | | :--- | :--- | :--- | | Disposal gains/losses of non-current assets, including the reversal of impairment provisions already made | 54,713,293.81 | Primarily due to the company closing some leased stores, leading to early termination and recognition of related asset disposal gains/losses | | Government grants recognized in current profit/loss, excluding those closely related to the company's normal operations, compliant with national policies, enjoyed according to established standards, and having a continuous impact on the company's profit/loss | 3,102,083.17 | | | Other non-operating income and expenses apart from the above items | -2,921,968.01 | | | Less: Income tax impact | 2,706,664.74 | | | Minority interest impact (after tax) | 1,239.85 | | | Total | 52,185,504.38 | | Section III Management Discussion and Analysis Industry and Main Business Overview The company's main business includes 'commercial chain, logistics supply chain, and food industry,' adhering to a 'full industry chain operation' strategy, with a focus on social distribution, food production, and integrated domestic and foreign trade Company's Main Businesses The company's main businesses cover three segments: logistics supply chain, food industry, and commercial chain, focusing on internal retail needs, third-party distribution, R&D, production, sales of private-label products, and online/offline omni-channel development - The company's strategic orientation is “retail as the foundation, supply chain integration as the direction”, with main business formats including commercial chain, logistics supply chain, and food industry30 - The logistics supply chain business operates over 600,000 square meters of smart logistics centers, nearly 30 brand operating companies, and distributes goods to over 2,000 third-party commercial enterprises, government, military, schools, and other social channels32 - The food industry segment has built over 110,000 square meters of food production and processing workshops, developing over 500 types of products including soy products, fresh rice and noodle products, frozen rice and noodle products, baked bread, Chinese pastries, braised cooked food, marinated processed products, bento boxes, sushi, pre-made dishes, and sea cucumbers, with multiple private brands35 - The commercial chain operates various offline formats such as department stores, shopping malls, hypermarkets, convenience stores, fresh food community stores, and category-specific stores, as well as online O2O and B2B formats37 - As of the end of the reporting period, the company had 63 large stores and 164 convenience stores and category-specific stores37 Industry Situation Description In H1 2025, the global economy faced growth challenges, while the domestic economy maintained steady development, with GDP growing by 5.3% YoY, and social consumer goods retail sales increasing by 5.0% - In H1 2025, China's GDP was 66.0536 trillion yuan, a 5.3% YoY increase39 - Total retail sales of consumer goods in H1 were 24.5456 trillion yuan, a 5.0% YoY increase40 - Commodity retail sales grew by 5.1%, and catering revenue grew by 4.3%40 - National online retail sales reached 7.4295 trillion yuan, an 8.5% YoY increase40 - The consumer goods trade-in policy continued to show effects, with retail sales of household appliances and audio-visual equipment increasing by 30.7%40 - Consumer expectations and confidence still have room for improvement, indicating insufficient domestic effective demand40 Analysis of Operating Performance The company actively responded to market changes in H1, optimizing commercial chain operations, expanding logistics supply chain markets, and enhancing food industry R&D, achieving significant growth in external sales Commercial Chain Segment Operating Optimization The commercial chain segment optimized operations by intensifying store adjustments and regional layout, closing 9 hypermarkets and 27 small stores, while opening 9 new small stores, and achieving 21% YoY growth in home appliance sales and over 10% growth in e-commerce sales - The company intensified store adjustments, closing 9 hypermarkets, opening 8 convenience stores and fresh food community stores, 1 category-specific store, and closing 20 convenience stores and fresh food community stores, and 7 category-specific stores42 - Nord Plaza introduced Qingdao's first “Juchao Food Market” project, creating a 24-hour supporting shopping center43 - Zibo Shopping Plaza introduced Zibo's first JD Outlet store, with mall sales increasing by 4% YoY in July after its opening43 - In H1, the company's home appliance category sales increased by 21% YoY46 - In H1 2025, the company's online platforms achieved sales revenue of 252 million yuan, an increase of over 10% YoY47 Logistics Supply Chain Segment Market Expansion The logistics supply chain segment continuously optimized its system, actively expanded external markets, established partnerships with over 5,000 brands nationwide, and served over 2,000 clients, achieving sales revenue of 3.015 billion yuan in H1 - The company has established partnerships with over 5,000 brands nationwide, and the logistics supply chain serves over 2,000 clients48 Logistics Supply Chain Business Sales Data | Indicator | Amount (billion yuan) | Share (%) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Logistics Supply Chain Business Sales Revenue | 3.015 | 52.66 (of total pre-consolidation revenue) | - | | Logistics Supply Chain External Sales Revenue | 1.118 | 37.09 (of total logistics supply chain revenue) | -4.50 | | External Sales Revenue as % of Total Company Revenue | - | 30.08 | -0.45 percentage points | Food Industry Integrated Domestic and Foreign Trade The food industry segment intensified production and R&D, with cumulative outbound shipments of over 9,700 tons in H1, a nearly 80% YoY increase, of which external sales accounted for 7,816 tons, up over 110% YoY - In H1 2025, the company's food industry segment had cumulative outbound shipments of over 9,700 tons, a nearly 80% YoY increase49 - External sales business outbound shipments reached 7,816 tons, an increase of over 110% YoY49 - In H1, Fushengjia Food's vermicelli export revenue exceeded 4 million yuan, and Fumanxing Food's french fries export revenue exceeded 9 million yuan, with external sales accounting for over 40%4950 - The food industry segment has developed and produced over 500 types of products, with private brands accounting for over 10% in categories such as pastries, rice, flour, grains, oils, and soy products4550 Core Competitiveness Analysis The company's core competitiveness lies in its brand influence and terminal channel advantages, a mature smart logistics supply chain system, an experienced buyer team and brand operation capabilities, digital and information management, and a comprehensive talent reserve and training mechanism - The “Liqun” brand has a 90-year history, strong influence in Shandong and nationwide, with over 200 chain stores across various formats, totaling over 2 million square meters of operating area53 - The company operates 4 large smart logistics centers with a total warehousing area exceeding 600,000 square meters, utilizing international first-class intelligent warehousing and picking equipment for unmanned operations55 - The company owns nearly 30 brand operating subsidiaries, representing nearly 800 well-known domestic and international brands, and has established partnerships with over 5,000 brands nationwide56 - The company has built a smart supply chain information management platform, applying IoT, robotics, big data, and AI technologies to achieve comprehensive digital transformation of its main businesses57 - With over 20 years of retail operating history, the company has cultivated a large number of professional talents and established a fair, open, and just promotion mechanism and compensation assessment system5859 Key Operating Performance During the reporting period, the company's operating revenue, total profit, net profit attributable to parent company, and net cash flow from operating activities all decreased YoY, primarily due to macro-economic impacts and store adjustments Main Business Financial Analysis The company's operating revenue decreased by 3.08% YoY, mainly due to macro-economic conditions and store adjustments, while financial expenses decreased due to reduced lease financing costs and convertible bond interest Financial Statement Related Item Changes Analysis | Item | Current Period Amount (yuan) | Prior Year Period Amount (yuan) | Change Ratio (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 3,718,227,431.01 | 3,836,243,051.71 | -3.08 | | Operating Cost | 2,554,871,959.45 | 2,624,615,440.62 | -2.66 | | Selling Expenses | 648,347,624.21 | 679,626,956.45 | -4.60 | | Administrative Expenses | 306,295,472.90 | 328,036,666.26 | -6.63 | | Financial Expenses | 163,706,761.46 | 172,454,690.29 | -5.07 | | Net Cash Flow from Operating Activities | 293,844,362.30 | 310,345,739.88 | -5.32 | | Net Cash Flow from Investing Activities | -123,899,712.85 | -139,964,117.55 | 11.48 | | Net Cash Flow from Financing Activities | -243,201,305.28 | -90,032,432.92 | -170.13 | - The decrease in operating revenue was primarily due to the macroeconomic environment and the company's closure of some leased stores60 - The decrease in financial expenses was mainly due to reduced lease financing expenses from closing some leased stores, and reduced interest due to a decrease in the balance of convertible corporate bonds61 - The change in net cash flow from financing activities was primarily due to an increase in cash payments for share repurchases in the current period compared to the same period last year61 Asset and Liability Situation Analysis At the end of the reporting period, the company's total assets were 15.153 billion yuan, total liabilities were 10.947 billion yuan, and the asset-liability ratio was 72.24%, with significant changes in various asset and liability items Asset and Liability Status Changes | Item Name | Current Period-End Amount (yuan) | Current Period-End % of Total Assets | Prior Year-End Amount (yuan) | Prior Year-End % of Total Assets | Change % from Prior Year-End | | :--- | :--- | :--- | :--- | :--- | :--- | | Prepayments | 550,037,467.94 | 3.63 | 750,855,687.96 | 4.63 | -26.75 | | Other Receivables | 237,082,438.90 | 1.56 | 181,329,030.04 | 1.12 | 30.75 | | Notes Payable | 304,242,361.58 | 2.01 | 567,284,896.12 | 3.50 | -46.37 | | Contract Liabilities | 379,151,342.10 | 2.50 | 623,911,346.66 | 3.85 | -39.23 | | Non-Current Liabilities Due Within One Year | 1,565,754,717.59 | 10.33 | 285,313,610.54 | 1.76 | 448.78 | | Other Current Liabilities | 47,370,801.93 | 0.31 | 83,937,107.39 | 0.52 | -43.56 | | Bonds Payable | 0 | 0 | 1,286,608,513.40 | 7.93 | -100.00 | | Treasury Stock | 331,622,197.05 | 2.19 | 211,029,271.12 | 1.30 | 57.15 | - Non-current liabilities due within one year increased by 448.78%, primarily because convertible corporate bonds will mature in April 2026 and were reclassified to this item64 - Overseas assets amounted to 225.3066 million yuan, accounting for 1.49% of total assets65 Period-End Major Asset Restriction Status | Item | Book Balance (yuan) | Book Value (yuan) | Restriction Type | Restriction Details | | :--- | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 106,865,548.57 | 106,865,548.57 | Deposit | Notes payable deposit | | Cash and Bank Balances | 333,881.23 | 333,881.23 | Deposit | Letter of guarantee deposit | | Cash and Bank Balances | 4,573,831.56 | 4,573,831.56 | Deposit | Migrant worker wage deposit | | Cash and Bank Balances | 25,302,936.62 | 25,302,936.62 | Freeze | Litigation freeze | | Investment Properties | 23,233,619.76 | 14,191,536.33 | Mortgage | Loan mortgage | | Fixed Assets | 1,099,311,268.56 | 725,934,618.78 | Mortgage | Loan mortgage | | Intangible Assets | 28,445,027.08 | 22,951,610.01 | Mortgage | Loan mortgage | | Total | 1,288,066,113.38 | 900,153,963.10 | | | Other Disclosures The company faces macro-economic, industry competition, and cross-regional operating risks, while actively implementing profit distribution and share repurchase plans, and revising governance structures Potential Risks The company faces macro-economic risks such as sluggish global economic growth and escalating trade frictions, with insufficient domestic demand and weak consumer confidence, alongside intensified retail industry competition and challenges in cross-regional operations - Macroeconomic risks: sluggish global economic growth, escalating trade frictions, insufficient domestic demand, and weak resident consumption confidence70 - Industry competition risks: the retail industry faces challenges of insufficient consumption power and sluggish growth, with emerging retail models (instant retail, unmanned retail, discount stores) intensifying competition and restricting the development of offline retail enterprises71 - Cross-regional operating risks: the company's operations cover multiple provinces and cities in East China, facing challenges in improving operational capabilities and efficiency, leveraging logistics base synergy, reserving professional talents and expanding brand influence72 Other Disclosures The company actively implemented its "Quality Improvement, Efficiency Enhancement, and Return Focus" action plan, executing the 2024 profit distribution, distributing 17.03 million yuan in cash dividends, and cumulatively repurchasing 24.3081 million shares totaling 121 million yuan - The company implemented the 2024 profit distribution plan, distributing 17.03 million yuan in cash dividends, accounting for 62.51% of the net profit attributable to listed company shareholders for that year73 - In H1 2025, the company cumulatively repurchased 24,308,069 shares, with a repurchase amount of 121 million yuan73 - The company completed the revision of its articles of association and relevant internal control systems, abolishing the supervisory board, strengthening the functions of the audit committee, and improving the company's governance structure of two boards and one layer74 - The company successfully completed the re-election of the board of directors and the appointment of the new management team74 Section IV Corporate Governance, Environment, and Society Changes in Directors and Senior Management During the reporting period, the company's board of directors underwent re-election, with Xu Ruize elected as Chairman, Wang Benpeng appointed as President, and new Vice Presidents, Assistant Presidents, CFO, Procurement Director, and Board Secretary appointed Changes in Directors and Senior Management | Name | Position Held | Change Type | | :--- | :--- | :--- | | Xu Ruize | Chairman | Election | | Wang Benpeng | Director/President | Election/Appointment | | Hu Peifeng | Director/Vice President | Election/Appointment | | Xu Decai | Director/CFO | Election/Appointment | | Li Weihong | Director/Procurement Director | Election/Appointment | | Gao Wei | Director | Election | | Wang Zhuquan | Independent Director | Election | | Jiang Hui | Independent Director | Election | | Li Yong | Independent Director | Election | | Wang Wen | Vice President | Appointment | | Lu Cuirong | Vice President | Appointment | | Zhang Yuanshuang | Assistant President | Appointment | | Zhang Bing | Assistant President | Appointment | | Wu Lei | Board Secretary | Appointment | | Xu Gongzao | Chairman | Resignation | | Ding Lin | Director | Resignation | | Wang Wen | Director | Resignation | | Dai Guoqiang | Independent Director | Resignation | | Sun Jianqiang | Independent Director | Resignation | | Jiang Shenglu | Independent Director | Resignation | - On May 15, 2025, the company held a staff and workers' representative meeting and elected Li Weihong as the employee representative director for the tenth board of directors76 - On May 16, 2025, the company held its 2024 Annual General Meeting of Shareholders and conducted the re-election of the board of directors77 - On the same day, the company held the first meeting of the tenth board of directors, electing Xu Ruize as Chairman and appointing the new senior management team77 Profit Distribution or Capital Reserve to Share Capital Increase Plan The company did not propose any profit distribution or capital reserve to share capital increase plan for this semi-annual period - The proposed profit distribution plan and capital reserve to share capital increase plan for this semi-annual period is “No”78 Equity Incentive and Employee Stock Ownership Plans During the reporting period, there were no developments or changes in the company's equity incentive plans, employee stock ownership plans, or other employee incentive measures - During the reporting period, there were no developments or changes in the company's equity incentive plans, employee stock ownership plans, or other employee incentive measures79 Rural Revitalization Initiatives The company supports rural revitalization through 'direct sourcing from origin' and 'contract farming,' procuring over 16,000 tons of fruits and vegetables worth over 50 million yuan in H1, and actively responding to paired assistance for Gansu - The company promotes rural revitalization and increases farmers' income through “direct sourcing from origin” and “contract farming”79 - In H1, the company procured tens of thousands of vegetables and fruits, including pineapples, watermelons, star fruits, lychees, onions, potatoes, and garlic, with a procurement amount exceeding 50 million yuan and a quantity exceeding 16,000 tons80 - The company consistently procures specialty agricultural products from areas such as Longnan and Wuwei in Gansu each year, helping local farmers increase income80 - The company's food industry segment expanded cooperation with farmers in parts of Shandong, Hebei, and Inner Mongolia, reducing the risk of agricultural product overstocking through a “contract farming + large-scale acquisition” model81 - As a Qingdao municipal grain emergency guarantee enterprise, the company completed the “vegetable basket” project's summer reserve work in H1, reserving over 1,200 tons of potatoes, onions, and garlic sprouts, over 900 tons of rice, over 800 tons of flour, and over 700 tons of edible oil81 Section V Significant Matters Fulfillment of Commitments All commitments made by the company's actual controllers, shareholders, related parties, and the company itself, either during or continuing into the reporting period, have been strictly fulfilled, primarily including commitments to resolve horizontal competition, related party transactions, implement return enhancement measures, and equity incentives Fulfillment of Commitments | Commitment Background | Commitment Type | Promisor | Commitment Date | Has Performance Deadline | Commitment Period | Timely and Strictly Fulfilled | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Commitments related to initial public offering | Resolve horizontal competition | Liqun Group, Juntai Industrial, Liqun Investment | 2017 | No | Long-term | Yes | | Commitments related to initial public offering | Resolve horizontal competition | Xu Gongzao, Zhao Qinxia, Xu Ruize | 2017 | No | Long-term | Yes | | Commitments related to initial public offering | Resolve related party transactions | Liqun Group, Juntai Industrial, Liqun Investment | 2017 | No | Long-term | Yes | | Commitments related to initial public offering | Resolve related party transactions | Xu Gongzao, Zhao Qinxia, Xu Ruize | 2017 | No | Long-term | Yes | | Commitments related to initial public offering | Other | Actual controllers, largest shareholders, company directors, senior management | 2017 | No | Long-term | Yes | | Commitments related to initial public offering | Other | Liqun Group | 2017 | No | Long-term | Yes | | Commitments related to refinancing | Other | Company directors, senior management | 2020 | No | Long-term | Yes | | Commitments related to refinancing | Other | Liqun Group, Xu Gongzao, Zhao Qinxia, Xu Ruize | 2020 | No | Long-term | Yes | | Commitments related to equity incentives | Other | Company | 2021 | No | Long-term | Yes | | Commitments related to equity incentives | Other | Incentive recipients | 2021 | No | Long-term | Yes | - Liqun Group, Juntai Industrial, Liqun Investment, and Xu Gongzao, Zhao Qinxia, Xu Ruize committed to avoid horizontal competition and grant Liqun Department Store priority development rights8485 - Related parties committed to minimize and reduce related party transactions with Liqun Department Store, and if unavoidable, to conduct them according to fair and open market principles and fulfill approval procedures8687 - The company and incentive recipients committed to diligently implement return enhancement measures, with equity incentive exercise conditions linked to the execution of these measures8990 Fund Occupation and Irregular Guarantees During the reporting period, the company had no non-operating fund occupation by controlling shareholders or other related parties, nor any irregular guarantees - There was no non-operating fund occupation by controlling shareholders or other related parties during the reporting period91 - There were no irregular guarantees during the reporting period91 Significant Litigation and Arbitration The company had no significant litigation or arbitration matters during this reporting period - The company had no significant litigation or arbitration matters during this reporting period92 Significant Related Party Transactions In H1 2025, the company engaged in daily operating related party transactions, including commodity purchases and sales, labor services, property leasing, and commercial factoring, all within the annual estimated limits, and provided commercial factoring services to related parties Daily Operating Related Party Transactions In H1 2025, the company engaged in various daily operating related party transactions, including purchasing 25.946 million yuan in goods, selling 26.6475 million yuan in goods, accepting 14.7541 million yuan in labor services, providing 4.5026 million yuan in labor services, leasing out 7.6114 million yuan in properties, leasing in 122.1992 million yuan in properties, and providing 9.7 million yuan in commercial factoring, all within annual estimated limits - In H1 2025, the company's actual purchases of goods from related parties amounted to 25.946 million yuan, against an estimated amount of 100 million yuan93 - In H1 2025, the company's actual sales of goods to related parties amounted to 26.6475 million yuan, against an estimated amount of 100 million yuan93 - In H1 2025, the company's actual acceptance of labor services from related parties amounted to 14.7541 million yuan, against an estimated amount of 56 million yuan94 - In H1 2025, the company's actual rental income from properties and counters leased to related parties amounted to 7.6114 million yuan, against an estimated amount of 18 million yuan94 - In H1 2025, the company's actual rental expenses for properties leased from related parties amounted to 122.1992 million yuan, against an estimated amount of 280 million yuan94 - In H1 2025, the company's actual provision of commercial factoring to related parties amounted to 9.7 million yuan, against an estimated amount of 30 million yuan94 Related Party Financial Services The company provided commercial factoring services to related parties Shandong Ruilang Pharmaceutical Co., Ltd. and Liqun Group Co., Ltd. Wholesale Branch, totaling 7.7 million yuan and 2 million yuan respectively, with actual amounts matching the total Related Party Credit or Other Financial Services | Related Party | Related Relationship | Business Type | Total Amount (yuan) | Actual Amount (yuan) | | :--- | :--- | :--- | :--- | :--- | | Shandong Ruilang Pharmaceutical Co., Ltd. | Subsidiary of largest shareholder | Provide commercial factoring | 7,700,000.00 | 7,700,000.00 | | Liqun Group Co., Ltd. Wholesale Branch | Branch of largest shareholder | Provide commercial factoring | 2,000,000.00 | 2,000,000.00 | Fulfillment of Significant Contracts During the reporting period, the company had no external guarantees, but provided guarantees totaling 1.523 billion yuan to subsidiaries, accounting for 36.20% of the company's net assets, with 539 million yuan for entities with an asset-liability ratio exceeding 70% Company Guarantee Total Amount | Indicator | Amount (yuan) | | :--- | :--- | | Total guarantees provided to subsidiaries during the reporting period | 714,794,052.09 | | Total outstanding guarantees to subsidiaries at period-end (B) | 1,522,769,235.05 | | Total guarantees (A+B) | 1,522,769,235.05 | | Total guarantees as % of company's net assets | 36.20 | | Amount of guarantees provided to shareholders, actual controllers, and their related parties (C) | 0.00 | | Amount of debt guarantees provided directly or indirectly to guaranteed entities with an asset-liability ratio exceeding 70% (D) | 538,940,178.11 | | Amount of guarantees exceeding 50% of net assets (E) | 0.00 | | Total of the above three guarantee amounts (C+D+E) | 538,940,178.11 | - The company's external guarantees (excluding guarantees to subsidiaries) had zero occurrence and zero outstanding balance during the reporting period100 - Explanation for potential joint and several liability for unexpired guarantees is “None”100 Section VI Share Changes and Shareholder Information Share Capital Changes During the reporting period, the company's total share capital increased by 616 shares due to convertible bond conversion, from 913,932,327 shares to 913,932,943 shares, with the proportion of unrestricted tradable shares remaining at 100% Share Change Table | | Quantity Before Change | % Before Change | Change Increase/Decrease (+,-) Other | Change Increase/Decrease (+,-) Subtotal | Quantity After Change | % After Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 0 | - | - | - | 0 | - | | II. Unrestricted Tradable Shares | 913,932,327 | 100 | 616 | 616 | 913,932,943 | 100 | | 1. RMB Ordinary Shares | 913,932,327 | 100 | 616 | 616 | 913,932,943 | 100 | | III. Total Shares | 913,932,327 | 100 | 616 | 616 | 913,932,943 | 100 | - During the reporting period, a total of 3,700 shares were converted from convertible bonds, of which 3,084 shares originated from the company's share repurchases, and 616 shares from “newly issued shares,” leading to an increase in share capital104 Shareholder Information As of the end of the reporting period, the company had 28,522 common shareholders, with Liqun Group Co., Ltd. as the largest shareholder (18.72%) and Qingdao Juntai Industrial Development Co., Ltd. as the second largest (13.37%) - As of the end of the reporting period, the total number of common shareholders was 28,522106 Top Ten Shareholders' Shareholding as of Period-End | Shareholder Name | Change During Reporting Period | Shares Held at Period-End | Percentage (%) | Shareholder Nature | | :--- | :--- | :--- | :--- | :--- | | Liqun Group Co., Ltd. | 0 | 171,129,589 | 18.72 | Domestic Non-State-Owned Legal Person | | Qingdao Juntai Industrial Development Co., Ltd. | 0 | 122,170,664 | 13.37 | Domestic Non-State-Owned Legal Person | | Qingdao Liqun Investment Co., Ltd. | 0 | 57,737,580 | 6.32 | Domestic Non-State-Owned Legal Person | | Qingdao Hengrongtai Asset Management Co., Ltd. | 0 | 42,049,587 | 4.60 | Domestic Non-State-Owned Legal Person | | Lianyungang Jiaruibao Commercial Development Co., Ltd. | -1,874,700 | 40,137,274 | 4.39 | Domestic Non-State-Owned Legal Person | | Xu Gongzao | 0 | 21,166,523 | 2.32 | Domestic Natural Person | | Qingdao Haitaixing Machinery Co., Ltd. | -5,075,000 | 20,540,084 | 2.25 | Domestic Non-State-Owned Legal Person | | Li Lin | -444,000 | 14,644,343 | 1.60 | Domestic Natural Person | | Shen Jun | +7,270,000 | 12,070,000 | 1.32 | Domestic Natural Person | | Zhang Yuehua | +35,000 | 9,750,474 | 1.07 | Domestic Natural Person | - At the end of the reporting period, Liqun Commercial Group Co., Ltd.'s dedicated securities account for share repurchases held 62,559,912 shares of the company108 - Xu Gongzao, Zhao Qinxia, and Xu Ruize are the company's actual controllers108 Section VII Bond-Related Information Convertible Corporate Bonds On April 1, 2020, the company issued 1.8 billion yuan in convertible corporate bonds (Liqun Convertible Bonds) with a 6-year term, convertible from October 8, 2020, to March 31, 2026, with 11,945 bondholders and cumulative conversion of 103,487,670 shares - The company publicly issued 18 million A-share convertible corporate bonds on April 1, 2020, with a total issuance amount of 1.8 billion yuan and a term of 6 years111 - The conversion period is from October 8, 2020, to March 31, 2026111 - At period-end, the number of convertible bondholders was 11,945112 Convertible Bond Changes During Reporting Period | Convertible Corporate Bond Name | Amount Before Change (yuan) | Change Increase/Decrease (Conversion) (yuan) | Amount After Change (yuan) | | :--- | :--- | :--- | :--- | | Liqun Commercial Group Co., Ltd. Convertible Corporate Bonds | 1,296,676,000 | 18,000 | 1,296,658,000 | Cumulative Convertible Bond Conversion Status During Reporting Period | Convertible Corporate Bond Name | Liqun Commercial Group Co., Ltd. Convertible Corporate Bonds | | :--- | :--- | | Conversion Amount During Reporting Period (yuan) | 18,000 | | Conversion Shares During Reporting Period (shares) | 3,700 | | Cumulative Conversion Shares (shares) | 103,487,670 | | Cumulative Conversion Shares as % of Total Shares Issued Before Conversion | 12.03 | | Unconverted Bond Amount (yuan) | 1,296,658,000 | | Unconverted Bonds as % of Total Bond Issuance | 72.0366 | - As of the end of this reporting period, the latest conversion price is 4.84 yuan119 - At the end of the reporting period, the company's total assets were 15.153 billion yuan, total liabilities were 10.947 billion yuan, and the asset-liability ratio was 72.24%120 - The company's main credit rating is AA, with a stable outlook120 Section VIII Financial Report Financial Statements This section presents the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for H1 2025, showing total assets of 15.153 billion yuan and total liabilities of 10.947 billion yuan Consolidated Balance Sheet Key Data | Item | June 30, 2025 (yuan) | December 31, 2024 (yuan) | | :--- | :--- | :--- | | Total Current Assets | 4,461,378,508.48 | 5,099,514,276.38 | | Total Non-Current Assets | 10,691,835,602.79 | 11,120,932,118.66 | | Total Assets | 15,153,214,111.27 | 16,220,446,395.04 | | Total Current Liabilities | 8,978,086,506.93 | 8,317,262,954.39 | | Total Non-Current Liabilities | 1,968,590,661.56 | 3,560,656,230.81 | | Total Liabilities | 10,946,677,168.49 | 11,877,919,185.20 | | Total Owners' Equity Attributable to Parent Company | 4,185,201,174.57 | 4,315,652,648.62 | | Total Owners' Equity | 4,206,536,942.78 | 4,342,527,209.84 | Consolidated Income Statement Key Data | Item | 2025 H1 (yuan) | 2024 H1 (yuan) | | :--- | :--- | :--- | | Total Operating Revenue | 3,718,227,431.01 | 3,836,243,051.71 | | Total Operating Costs | 3,731,844,852.70 | 3,848,658,007.28 | | Total Profit | 20,707,787.60 | 48,303,120.39 | | Net Profit | 1,861,966.36 | 18,025,629.74 | | Net Profit Attributable to Parent Company Shareholders | 7,400,759.37 | 21,728,230.86 | | Minority Interest Profit/Loss | -5,538,793.01 | -3,702,601.12 | | Basic Earnings Per Share (yuan/share) | 0.01 | 0.03 | | Diluted Earnings Per Share (yuan/share) | 0.01 | 0.02 | Consolidated Cash Flow Statement Key Data | Item | 2025 H1 (yuan) | 2024 H1 (yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 293,844,362.30 | 310,345,739.88 | | Net Cash Flow from Investing Activities | -123,899,712.85 | -139,964,117.55 | | Net Cash Flow from Financing Activities | -243,201,305.28 | -90,032,432.92 | | Net Increase in Cash and Cash Equivalents | -73,489,119.53 | 81,212,571.16 | | Cash and Cash Equivalents at Period-End | 615,462,646.47 | 583,906,129.51 | Company Basic Information Liqun Shares first issued shares in April 2017, with registered capital changing to 860.5 million yuan, and in H1 2025, due to convertible bond conversion, total share capital increased to 913,932,943 shares, with Xu Ruize as the legal representative - The company first publicly issued shares on April 6, 2017, increasing its registered capital by 176 million yuan, with the registered capital after change being 860.5 million yuan164 - On April 1, 2020, the company issued 18 million convertible corporate bonds, totaling 1.8 billion yuan165 - In H1 2025, the company added 616 shares due to convertible bond conversion, bringing the total share capital to 913,932,943 shares as of June 30, 2025165 - The company's legal representative is Xu Ruize, and its main businesses include department stores, supermarkets, appliance wholesale and retail, food processing, and commercial property leasing166 Basis of Financial Statement Preparation The company's financial statements are prepared in accordance with "Enterprise Accounting Standards" and relevant regulations of the China Securities Regulatory Commission, presented on a going concern basis, with no significant doubts about its ability to continue as a going concern identified - The Group's financial statements are prepared in accordance with the “Enterprise Accounting Standards” promulgated by the Ministry of Finance and relevant regulations of the China Securities Regulatory Commission168 - The Group evaluated its ability to continue as a going concern for the 12 months from June 30, 2025, and found no significant doubts or circumstances regarding its ability to continue as a going concern169 Significant Accounting Policies and Estimates This section details the significant accounting policies and estimates followed in the company's financial statements, including classification, measurement, and impairment of financial instruments, inventory valuation and provision for impairment, as well as revenue recognition, government grants, and deferred income tax - The specific accounting policies and estimates formulated by the Group based on its actual production and operating characteristics include bad debt provisions for receivables, inventory impairment provisions, depreciation of fixed assets, amortization of intangible assets, and revenue recognition and measurement170 - The company uses RMB as its functional currency, and the financial statements of overseas subsidiaries are translated into RMB174 - The company classifies financial assets as measured at amortized cost, at fair value through other comprehensive income, or at fair value through profit or loss185 - The company performs impairment assessments for accounts receivable, notes receivable, other receivables, etc., based on expected credit losses195 - The company recognizes revenue when it has satisfied its performance obligations in the contract, i.e., when the customer obtains control of the related goods or services249 Taxation The company's main taxes include VAT (13%, 9%, 6%, 5%, 0%), consumption tax (5%), urban maintenance and construction tax (7%), and corporate income tax (25%, 20%, 16.5%), and it enjoys multiple tax incentives Main Tax Types and Rates | Tax Type | Tax Base | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax | Taxable value-added amount | 13%, 9%, 6%, 5%, 0% | | Consumption Tax | Gold and silver jewelry operating revenue | 5% | | Urban Maintenance and Construction Tax | Payable turnover tax | 7% | | Corporate Income Tax | Taxable income | 25%, 20%, 16.5% | | Education Surcharge | Payable turnover tax | 3% | | Local Education Surcharge | Payable turnover tax | 2% | - The company enjoys VAT exemption for contraceptives and related products, vegetables, and some fresh meat and egg products in circulation277 - The company's subsidiaries Fuxingxiang Logistics Group Co., Ltd. and Huaian Fuxingxiang Logistics Co., Ltd. are eligible for a 50% reduction in urban land use tax from January 1, 2023, to December 31, 2027277 - The company is exempt from VAT on wholesale and retail of books from January 1, 2024, to December 31, 2027278 - The company's income from the initial processing of grain is exempt from corporate income tax278 - Some subsidiaries pay corporate income tax at a rate of 20%, enjoying preferential policies for small low-profit enterprises278 Notes to Consolidated Financial Statement Items This section details the consolidated financial statement items, noting that restricted cash reached 137 million yuan, non-current liabilities due within one year increased significantly by 448.78% to 1.566 billion yuan due to convertible bond reclassification, and treasury stock increased by 57.15% to 332 million yuan due to share repurchases - At period-end, other cash and bank balances amounted to 118 million yuan, including bank acceptance bill deposits, letter of guarantee deposits, and migrant worker wage deposits, which are restricted in use282 - At period-end, bank deposits included 25.3029 million yuan frozen by court order due to litigation and 3.6738 million yuan for migrant worker wage deposits, both restricted in use282 - Accounts receivable balance at period-end was 262 million yuan, with a bad debt provision of 3.1246 million yuan, primarily calculated based on aging portfolios289291 - Inventory book value at period-end was 2.252 billion yuan, with an inventory impairment provision of 38.4268 million yuan, primarily calculated based on product categories and inventory age312314 - Non-current liabilities due within one year increased by 448.78% to 1.566 billion yuan, mainly because convertible corporate bonds will mature in April 2026 and were reclassified to this item64385 - Treasury stock increased by 57.15% to 332 million yuan, primarily due to an increase in the company's share repurchases during the reporting period64411 - Operating revenue decreased by 3.08% YoY to 3.718 billion yuan, and operating cost decreased by 2.66% YoY to 2.555 billion yuan60418 - Financial expenses decreased by 5.07% YoY to 164 million yuan, mainly due to reduced lease financing expenses and convertible bond interest61427 - Credit impairment losses amounted to -3.1588 million yuan, and asset impairment losses amounted to -18.7850 million yuan433434 Changes in Consolidation Scope During the reporting period, the company's consolidation scope changed, with the addition of three subsidiaries: Qingdao Fujicentral Kitchen Co., Ltd., Wuchang Zhenfeng Grain and Oil Co., Ltd., and Rizhao Qimu Youpin Commercial Co., Ltd., and the deregistration of Qingdao Qishang Footwear Co., Ltd - On March 13, 2025, the company's subsidiary Fuxingxiang Logistics Group Co., Ltd. established Qingdao Fujicentral Kitchen Co., Ltd.466 - On April 29, 2025, the company's second-tier subsidiary Qingdao Zhenfeng Grain and Oil Trade Co., Ltd. established Wuchang Zhenfeng Grain and Oil Co., Ltd.466 - On May 28, 2025, the company's subsidiary Rizhao Liqun Datang Shopping Center Co., Ltd. established Rizhao Qimu Youpin Commercial Co., Ltd.466 - On April 3, 2025, the company's second-tier subsidiary Qingdao Qishang Footwear Co., Ltd. was deregistered467 Interests in Other Entities This section lists the composition of the company's enterprise group, including numerous subsidiaries, and discloses the minority shareholder equity ratio, current period profit/loss, and period-end equity balance of the significant non-wholly-owned subsidiary Qingdao Jiaozhou Fuchang Tourism Development Co., Ltd - The company has numerous subsidiaries, covering sales, logistics, trade, investment, leasing, and other business natures, with most shareholding percentages at 100%469470471472473 Important Non-Wholly-Owned Subsidiary Financial Information | Subsidiary Name | Minority Shareholding Ratio (%) | Current Period Profit/Loss Attributable to Minority Shareholders (yuan) | Dividends Declared to Minority Shareholders in Current Period (yuan) | Minority Shareholder Equity Balance at Period-End (yuan) | | :--- | :--- | :--- | :--- | :--- | | Qingdao Jiaozhou Fuchang Tourism Development Co., Ltd. | 34.38 | -2,484,845.72 | 0 | 18,285,724.50 | Qingdao Jiaozhou Fuchang Tourism Development Co., Ltd. Current Period Amounts | Subsidiary Name | Operating Revenue (yuan) | Net Profit (yuan) | Total Comprehensive Income (yuan) | Cash Flow from Operating Activities (yuan) | | :--- | :--- | :--- | :--- | :--- | | Qingdao Jiaozhou Fuchang Tourism Development Co., Ltd. | 472,293.55 | -7,227,590.81 | -7,227,590.81 | 41,441.91 | Qingdao Jiaozhou Fuchang Tourism Development Co., Ltd. Period-End Balances | Subsidiary Name | Current Assets (yuan) | Non-Current Assets (yuan) | Total Assets (yuan) | Current Liabilities (yuan) | Non-Current Liabilities (yuan) | Total Liabilities (yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Qingdao Jiaozhou Fuchang Tourism Development Co., Ltd. | 527,811,852.56 | 496,983,615.64 | 1,024,795,468.20 | 972,830,330.70 | 0 | 972,830,330.70 | Government Grants At the end of the reporting period, the company had no government grants recognized at receivable amounts, with deferred income as the main liability item related to government grants, totaling 34.6691 million yuan at period-end, all asset-related - Government grants recognized at receivable amounts were 0 yuan at the end of the reporting period478 Liability Items Involving Government Grants | Financial Statement Item | Opening Balance (yuan) | New Grants in Current Period (yuan) | Amount Recognized in Non-Operating Income in Current Period (yuan) | Transferred to Other Income in Current Period (yuan) | Other Changes in Current Period (yuan) | Closing Balance (yuan) | Asset/Income Related | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Deferred Income | 35,350,528.65 | 380,000.00 | 0 | 1,061,435.17 | 0 | 34,669,093.48 | Asset-related | | Total | 35,350,528.65 | 380,000.00 | 0 | 1,061,435.17 | 0 | 34,669,093.48 | / | Government Grants Recognized in Current Profit/Loss | Type | Amount in Current Period (yuan) | Amount in Prior Period (yuan) | | :--- | :--- | :--- | | Asset-related | 1,061,435.17 | 935,394.46 | | Income-related | 2,420,648.00 | 10,334,704.42 | | Total | 3,482,083.17 | 11,270,098.88 | Financial Instrument Risk Management The company faces market risks (exchange rate, interest rate, price), credit risk, and liquidity risk, managed through timely foreign exchange settlement, balancing fixed and floating rate debt, scientific pricing, inventory impairment tests, credit approval, bad debt provisions, and ensuring sufficient liquid funds and bank credit lines - The Group's objective in risk management is to achieve an appropriate balance between risk and return, minimizing the negative impact of risks on the Group's operating performance483 - Exchange rate risk is primarily relate
利群股份(601366) - 2025 Q2 - 季度财报