Section 1 Definitions 1.1 Definitions of Common Terms This chapter provides definitions of common terms used in the report, including company names, subsidiary names, reporting period, and meanings of key brands (VGRASS, Teenie Weenie, Yuanxian), ensuring clear understanding of the report content - The reporting period refers to January 1, 2025, to June 30, 202517 - The company's main brands include high-end women's wear VGRASS, mid-to-high-end casual wear Teenie Weenie, and high-end brand Yuanxian based on Yunjin craftsmanship17 Section 2 Company Profile and Key Financial Indicators 2.1 Company Information This section outlines the basic information of Jinhong Fashion Group Co., Ltd., including its Chinese and English names, abbreviation, and legal representative - The company's Chinese name is Jinhong Fashion Group Co., Ltd., abbreviated as Jinhong Group, and the legal representative is Wang Zhiqin22 2.2 Contact Person and Contact Information This section provides contact information for the company's Board Secretary and Securities Affairs Representative, including names, addresses, phone numbers, and email addresses - The Board Secretary is Tao Weimin, and the Securities Affairs Representative is Xia Tian; both have the contact address at No. 240 Chating East Street, Jianye District, Nanjing, and the email address is securities@vgrass.com23 2.3 Brief Introduction to Changes in Basic Information This section introduces the historical changes in the company's registered address and confirms the current registered and office addresses - The company's registered address has changed from 43rd Floor, No. 1 Hanzhong Road, Baixia District, Nanjing, to 60th Floor, No. 1 Zhongshan South Road, Qinhuai District, Nanjing, with the office address at No. 240 Chating East Street, Jianye District, Nanjing24 2.4 Brief Introduction to Changes in Information Disclosure and Document Custody Locations This section specifies the company's designated information disclosure newspaper, report publication website, and report custody location - The company's designated information disclosure newspaper is "Securities Times", the report publication website is www.sse.com.cn, and the report custody location is the company's Board Office25 2.5 Overview of Company Shares This section provides the company's stock listing information, including stock type, listing exchange, stock abbreviation, and code - The company's A-shares are listed on the Shanghai Stock Exchange, with the stock abbreviation Jinhong Group and stock code 603518; the previous stock abbreviation was VGRASS26 2.6 Company's Major Accounting Data and Financial Indicators During this reporting period, the company's operating revenue and net profit both decreased year-on-year, and net cash flow from operating activities significantly reduced, but net assets attributable to shareholders of the listed company slightly increased Major Accounting Data (January-June 2025 vs. Same Period Last Year) | Indicator | Current Reporting Period (Jan-Jun) | Same Period Last Year | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,993,528,765.48 Yuan | 2,077,503,866.60 Yuan | -4.04 | | Total Profit | 148,448,432.66 Yuan | 192,514,901.97 Yuan | -22.89 | | Net Profit Attributable to Shareholders of the Listed Company | 113,722,790.40 Yuan | 147,742,947.74 Yuan | -23.03 | | Net Cash Flow from Operating Activities | 197,512,666.66 Yuan | 360,606,479.77 Yuan | -45.23 | | Net Assets Attributable to Shareholders of the Listed Company (End of Period) | 3,632,383,778.21 Yuan | 3,616,184,831.82 Yuan | 0.45 | | Total Assets (End of Period) | 5,314,107,261.92 Yuan | 5,919,697,328.68 Yuan | -10.23 | Major Financial Indicators (January-June 2025 vs. Same Period Last Year) | Indicator | Current Reporting Period (Jan-Jun) | Same Period Last Year | Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (Yuan/share) | 0.33 | 0.43 | -23.26 | | Diluted Earnings Per Share (Yuan/share) | 0.33 | 0.43 | -23.26 | | Basic Earnings Per Share After Deducting Non-recurring Gains and Losses (Yuan/share) | 0.31 | 0.41 | -24.39 | | Weighted Average Return on Net Assets (%) | 3.12 | 4.26 | Decreased by 1.14 percentage points | | Weighted Average Return on Net Assets After Deducting Non-recurring Gains and Losses (%) | 3.01 | 4.04 | Decreased by 1.03 percentage points | 2.7 Non-recurring Gains and Losses Items and Amounts The company's total non-recurring gains and losses for this reporting period amounted to 4.27 million Yuan, primarily including government subsidies and gains/losses from disposal of non-current assets Non-recurring Gains and Losses Items and Amounts | Non-recurring Gains and Losses Item | Amount (Yuan) | | :--- | :--- | | Gains/losses from disposal of non-current assets | -231,904.38 | | Government subsidies included in current profit and loss | 5,011,835.80 | | Other non-operating income and expenses apart from the above | 910,810.36 | | Less: Income tax impact | 1,422,685.45 | | Total | 4,268,056.33 | Section 3 Management Discussion and Analysis 3.1 Description of the Company's Industry and Main Business During the Reporting Period The company primarily engages in the design, production, marketing, and sales of mid-to-high-end apparel, with three major brands: Teenie Weenie, VGRASS, and Yuanxian. During the reporting period, the apparel industry showed structural differentiation, with "Guochao" (national trend) and technology driving new growth, consumers becoming more rational, and online-offline channels deepening integration. The company received multiple honors in compliance, technology, and design, confirming industry development trends - The company's main business covers the design, research and development, manufacturing, brand marketing, and terminal sales of mid-to-high-end apparel38 - In the first half of 2025, China's GDP grew by 5.3% year-on-year, and total retail sales of consumer goods increased by 5.0%, with retail sales of apparel, footwear, headwear, and knitwear growing by 3.1%60 - Industry growth drivers shifted towards cultural confidence and technological breakthroughs, with the new Chinese style apparel market expanding, functional technologies widely applied, and consumers prioritizing functional demands61 - The company received honors such as the "2024-2025 China Digital Logistics Innovation Application Golden Ant Innovation Award" and "2024 Top 100 Apparel Enterprises", solidifying its industry position63 3.1.1 Company's Main Business The company's main business revolves around three core brands: Teenie Weenie, positioned as mid-to-high-end new retro academic style, targeting Gen Z and children, with online revenue accounting for approximately 40% and IP licensing business growing rapidly; VGRASS, positioned as high-end women's wear, rooted in intangible cultural heritage Yunjin, targeting urban elite women; and Yuanxian brand, inheriting Yunjin craftsmanship, targeting "Guochao" culture enthusiasts, with online revenue exceeding 50%, developing Yunjin products that combine art and practicality - Teenie Weenie brand accurately targets Gen Z consumers and children, with online channel revenue accounting for approximately 40%, becoming a significant driver of the company's performance growth42 - Teenie Weenie brand's IP licensing business showed rapid growth, covering four major categories: home textiles, loungewear, women's bags, and children's shoes, with 22.79 million Yuan in revenue in the first half of the year, a 62% year-on-year increase4346 - VGRASS brand is a high-end women's wear brand independently established in 1997, with "body-shaping" as its brand DNA, integrating intangible cultural heritage Yunjin culture, targeting urban elite women5152 - Yuanxian brand inherits Yunjin weaving techniques, targeting "Guochao" culture enthusiasts, with online channel revenue exceeding 50%, developing high-end decorative art pieces, apparel accessories, and museum cultural and creative products5657 3.1.2 Company's Business Model During the reporting period, the company's business model did not undergo significant changes, continuing to follow the model disclosed in the 2024 annual report - The company's business model did not undergo significant changes during the reporting period, as detailed in the company's 2024 annual report59 3.1.3 Industry Development Status The textile and apparel industry showed structural differentiation in the first half of 2025, with "Guochao" and technology driving new growth. Consumer behavior became more rational, online and offline channels accelerated integration, and the company gained industry recognition in compliance, technology, and design innovation - In the first half of 2025, retail sales of apparel, footwear, headwear, and knitwear increased by 3.1% year-on-year, while national online retail sales increased by 8.5% year-on-year60 - Industry growth momentum shifted towards cultural confidence and technological breakthroughs, with the new Chinese style apparel market continuously expanding and functional technologies widely applied61 - The company received honors such as the "2024-2025 China Digital Logistics Innovation Application Golden Ant Innovation Award" and "2024 Top 100 Apparel Enterprises"63 3.2 Discussion and Analysis of Operating Conditions During the reporting period, the company's operating revenue decreased by 4.04% year-on-year to 1.99 billion Yuan, and net profit attributable to the parent company decreased by 23.03% year-on-year to 114 million Yuan, primarily due to the impact of convertible bond interest and reduced government subsidies. Excluding non-recurring factors, net profit was largely flat compared to the same period last year. Teenie Weenie IP licensing business and Yuanxian brand revenue achieved rapid growth, while Teenie Weenie main brand and VGRASS brand revenue slightly declined. The company focused on brand culture, product matrix, omni-channel layout, digitalized operations, and organizational talent upgrades - During the reporting period, the company achieved operating revenue of 1.99 billion Yuan, a year-on-year decrease of 4.04%; net profit attributable to shareholders of the listed company was 114 million Yuan, a year-on-year decrease of 23.03%64 - The decrease in net profit was mainly due to the 27.53 million Yuan impact from interest payment on convertible bonds maturing in January of this year, and a 4.81 million Yuan impact from reduced government subsidies year-on-year64 Brand Business Revenue Growth (Million Yuan) | Brand | Main Business Revenue (Million Yuan) | Year-on-Year Growth (%) | | :--- | :--- | :--- | | Teenie Weenie Brand IP Licensing Business | 22.79 | 61.97 | | Yuanxian Brand | 51.57 | 20.95 | | Teenie Weenie Brand | 1,560.25 | -3.78 | | VGRASS Brand | 351.37 | -11.57 | 3.2.1 Overall Operating Performance During the reporting period, the company's operating revenue decreased by 4.04% year-on-year, and net profit attributable to shareholders of the listed company decreased by 23.03% year-on-year, mainly due to non-recurring factors such as convertible bond interest expenses and reduced government subsidies. Excluding these factors, net profit was largely flat compared to the same period last year. Teenie Weenie IP licensing business and Yuanxian brand achieved rapid growth, while Teenie Weenie main brand and VGRASS brand revenue declined - Company operating revenue was 1.99 billion Yuan, a year-on-year decrease of 4.04%; net profit attributable to shareholders of the listed company was 114 million Yuan, a year-on-year decrease of 23.03%64 - The decrease in net profit was mainly due to the 27.53 million Yuan impact from interest payment on convertible bonds maturing and a 4.81 million Yuan impact from reduced government subsidies64 - Teenie Weenie brand IP licensing business revenue increased by 61.97% year-on-year, and Yuanxian brand main business revenue increased by 20.95% year-on-year65 3.2.2 Key Initiatives During the Reporting Period During the reporting period, the company focused on six key areas: strengthening brand culture through diversified marketing and cross-industry collaborations; focusing on customer needs and expanding scenario-based product matrices; optimizing online and offline omni-channel layouts; building a digitalized operational system to improve efficiency; advancing governance structure and talent system upgrades; and analyzing major operating data - Teenie Weenie brand upgraded its endorsement system, newly signed male brand ambassador Wang Xingyue, and launched a "Guofeng" (national style) children's wear collection in collaboration with the Yunjin Museum68 - VGRASS brand hosted the "City Fireworks" brand family banquet event, launched a summer resort co-branded series, with total online dissemination exceeding 30 million views70 - Yuanxian brand promoted intangible cultural heritage Yunjin through central media reports and international exhibitions, and innovated marketing models to attract young consumer groups73 - Teenie Weenie launched Bearnova, a new sub-brand for emerging teenage girls, and the children's wear division strengthened the development of technology-enabled spine protection product lines77 - Yuanxian brand launched limited edition "Golden Scale Auspiciousness" and "Blooming Prosperity" round fans in collaboration with the Palace Museum for its 100th anniversary, among other high-end cultural products85 - The company deepened strategic cooperation with leading industry suppliers, comprehensively upgraded SAP and OA systems, and built an intelligent data platform96 - The company optimized its governance structure, added a Procurement Management Committee, deepened matrix organizational reform, and established a "High-Potential Cadre Talent Pool" to cultivate future leaders9798 3.2.3 Analysis of Major Operating Data During the Reporting Period During the reporting period, the company's main business revenue decreased by 4.77% year-on-year, and gross profit margin decreased by 0.69 percentage points. Teenie Weenie IP licensing business revenue increased by 61.97% year-on-year, and Yuanxian brand revenue increased by 20.95% year-on-year. VGRASS and Teenie Weenie main brand revenues both declined. The total number of offline stores decreased by 6.11%, but VGRASS and Teenie Weenie's directly operated stores showed good average monthly sales, with average unit prices increasing. Online channel gross profit margin increased by 0.11 percentage points, while offline channel gross profit margin decreased by 1.24 percentage points Main Business by Brand (January-June 2025 vs. Same Period Last Year) | Brand | Operating Revenue (Yuan) | Year-on-Year Change in Operating Revenue (%) | Gross Profit Margin (%) | Year-on-Year Change in Gross Profit Margin (%) | | :--- | :--- | :--- | :--- | :--- | | VGRASS | 351,366,053.88 | -11.57 | 73.58 | Decreased by 1.93 percentage points | | Yunjin | 51,567,660.52 | 20.95 | 74.94 | Decreased by 1.27 percentage points | | TEENIE WEENIE | 1,560,251,892.30 | -3.78 | 67.27 | Decreased by 0.31 percentage points | | Total | 1,963,185,606.70 | -4.77 | 68.60 | Decreased by 0.69 percentage points | Main Business by Product (January-June 2025 vs. Same Period Last Year) | Product | Operating Revenue (Yuan) | Year-on-Year Change in Operating Revenue (%) | Gross Profit Margin (%) | Year-on-Year Change in Gross Profit Margin (%) | | :--- | :--- | :--- | :--- | :--- | | VGRASS-Dresses | 141,753,604.48 | -13.44 | 72.97 | Decreased by 3.25 percentage points | | VGRASS-Tops | 123,845,912.37 | -3.90 | 75.74 | Decreased by 1.95 percentage points | | VGRASS-Outerwear | 44,549,134.24 | -24.14 | 73.68 | Increased by 1.80 percentage points | | Yunjin-Woven Brocade | 51,567,660.52 | 20.95 | 74.94 | Decreased by 1.27 percentage points | | TEENIE WEENIE-Women's Wear | 1,011,237,454.38 | -7.64 | 66.46 | Decreased by 0.62 percentage points | | TEENIE WEENIE-Men's Wear | 192,557,324.84 | 4.37 | 66.93 | Decreased by 1.40 percentage points | | TEENIE WEENIE-Children's Wear | 333,670,886.81 | 1.68 | 67.74 | Increased by 0.24 percentage points | | IP Licensing | 22,786,226.27 | 61.97 | 99.41 | Decreased by 0.09 percentage points | Physical Store Changes (2025 vs. 2024) | Brand | Number at End of 2024 | Number at End of Reporting Period | New Openings | Closures | Change in Store Count Year-on-Year (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | VGRASS | 186 | 181 | 6 | 11 | -1.63 | | TEENIE WEENIE | 1047 | 1,001 | 42 | 88 | -6.88 | | Yunjin | 1 | 1 | 0 | 0 | 0.00 | | Total | 1234 | 1183 | 48 | 99 | -6.11 | Online and Offline Sales Channel Profitability (January-June 2025 vs. Same Period Last Year) | Channel Type | Operating Revenue (Yuan) | Year-on-Year Change in Operating Revenue (%) | Gross Profit Margin (%) | Year-on-Year Change in Gross Profit Margin (%) | | :--- | :--- | :--- | :--- | :--- | | Online | 738,518,139.05 | -5.92 | 64.01 | Increased by 0.11 percentage points | | Offline | 1,224,667,467.65 | -4.07 | 71.37 | Decreased by 1.24 percentage points | Brand Average Unit Price Changes (2025 vs. 2024) | Brand | 2024 Average Tag Price (Yuan) | 2025 Average Tag Price (Yuan) | Change (%) | | :--- | :--- | :--- | :--- | | VGRASS | 3292 | 3356 | 1.96 | | TEENIE WEENIE | 742 | 750 | 1.01 | 3.3 Analysis of Core Competitiveness During the Reporting Period The company's core competitiveness lies in the synergistic development of its multi-brand matrix, the industrialization and innovation of cultural IP, global design collaboration, and the construction of a scenario-based retail ecosystem. Through differentiated brand positioning, resource integration, revitalization of intangible cultural heritage techniques and IP operations, a global design network, and online-offline integration, the company effectively enhanced market coverage, product premium, and operational efficiency - The company built a pyramid-shaped brand matrix, with VGRASS, Teenie Weenie, and Yuanxian achieving intensive integration of R&D, supply chain, and channel resources through differentiated customer positioning and complementary strategic layouts121123 - The company uses "intangible cultural heritage revitalization + Little Bear family IP operation" as dual engines, systematically integrating Yunjin weaving techniques into modern product systems and deeply developing the derivative value of the Little Bear family IP126128129 - The company established R&D and design centers in Seoul, Shanghai, and Nanjing, forming an integrated design system of "global insight - local innovation - agile delivery"130 - The company built an omni-channel immersive consumption ecosystem through innovative store formats (city flagship stores, composite stores) and online-offline integration models ("fashion show as live stream", private domain content pool)131136138 3.4 Major Operating Conditions During the Reporting Period This section provides a detailed analysis of the company's financial statement item changes, asset and liability status, and restrictions on major assets during the reporting period. Operating revenue and costs decreased with market conditions, management expenses decreased due to reduced share-based payments and consulting fees, and financial expenses significantly increased due to higher interest on maturing convertible bonds. Net cash flow from operating activities decreased, net cash outflow from investing activities increased, and net cash outflow from financing activities significantly increased. The asset and liability structure changed, with decreases in monetary funds, accounts receivable, accounts payable, and non-current liabilities due within one year, and increases in prepayments and construction in progress. Some fixed assets and intangible assets are restricted due to long-term loan collateral Financial Statement Related Item Changes (January-June 2025 vs. Same Period Last Year) | Item | Current Period Amount (Yuan) | Same Period Last Year Amount (Yuan) | Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 1,993,528,765.48 | 2,077,503,866.60 | -4.04 | Changes in external consumption environment | | Operating Cost | 618,793,266.27 | 635,356,040.53 | -2.61 | Decreased with revenue | | Selling Expenses | 1,020,549,201.81 | 1,049,010,491.36 | -2.71 | Revenue decrease | | Administrative Expenses | 88,580,206.40 | 101,114,920.36 | -12.40 | Decrease in share-based payments and consulting service fees | | Financial Expenses | 58,802,733.27 | 33,398,360.53 | 76.06 | Convertible bonds redeemed at maturity, increased interest expense | | R&D Expenses | 70,252,762.93 | 65,112,111.93 | 7.90 | R&D team enrichment and adjustment, increased labor costs | | Net Cash Flow from Operating Activities | 197,512,666.66 | 360,606,479.77 | -45.23 | Decreased sales collection, increased procurement expenditure, etc | | Net Cash Flow from Investing Activities | -47,516,530.46 | -20,575,493.16 | -130.94 | Increased cash paid for acquisition of fixed assets, intangible assets, and other long-term assets | | Net Cash Flow from Financing Activities | -583,272,105.29 | -316,343,474.21 | -84.38 | Increased repayment of debt, distribution of dividends, and payment of interest | Asset and Liability Status Changes (End of Period vs. End of Last Year) | Item Name | Current Period End Amount (Yuan) | Proportion to Total Assets at Period End (%) | Last Year End Amount (Yuan) | Proportion to Total Assets at Last Year End (%) | Change from Last Year End (%) | Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 358,812,747.21 | 6.75 | 791,793,318.22 | 13.38 | -54.68 | Increased cash outflow for debt repayment and dividend distribution | | Accounts Receivable | 246,467,718.70 | 4.64 | 433,400,443.21 | 7.32 | -43.13 | Seasonal impact of sales, decreased accounts receivable | | Prepayments | 66,338,481.05 | 1.25 | 40,057,401.07 | 0.68 | 65.61 | Increased prepayments for purchases and expenses | | Construction in Progress | 12,763,225.23 | 0.24 | 3,883,081.62 | 0.07 | 228.69 | Increased investment in ERP project | | Short-term Borrowings | 470,045,854.15 | 8.85 | 360,295,645.80 | 6.09 | 30.46 | Increased short-term borrowings | | Accounts Payable | 403,835,341.90 | 7.60 | 606,342,575.40 | 10.24 | -33.40 | Seasonal impact of payments, decreased accounts payable for purchases | | Taxes Payable | 12,446,444.12 | 0.23 | 29,102,669.35 | 0.49 | -57.23 | Seasonal impact of sales, decreased VAT payable | | Non-current Liabilities Due Within One Year | 255,987,166.63 | 4.82 | 617,537,116.57 | 10.43 | -58.55 | Convertible bonds issued by the company redeemed at maturity | | Long-term Borrowings | 137,488,931.35 | 2.59 | 211,570,154.33 | 3.57 | -35.01 | Repayment of syndicated loans | - As of the end of the reporting period, overseas assets amounted to 27.12 million Yuan, accounting for 0.51% of total assets151 Restrictions on Major Assets (End of Period) | Item | Book Value at Period End (Yuan) | Reason for Restriction | | :--- | :--- | :--- | | Fixed Assets | 6,562,285.89 | Collateral for long-term borrowings | | Fixed Assets | 3,293,685.00 | Collateral for company restructuring employee retirement plan | | Intangible Assets | 3,664,496.91 | Collateral for long-term borrowings | | Total | 13,520,467.80 | / | 3.5 Analysis of Major Holding and Participating Companies As of June 30, 2025, the company owns 4 first-tier subsidiaries and 5 second-tier subsidiaries, all of which are wholly-owned. Among them, Teenie Weenie (Shanghai) Commercial Co., Ltd. has the largest total assets and net assets, while Teenie Weenie Korea Co., Ltd. has the highest net profit - As of June 30, 2025, the company owns 4 first-tier subsidiaries and 5 second-tier subsidiaries, all of which are wholly-owned155 Financial Status of Major Subsidiaries (As of June 30, 2025) | Subsidiary Name | Registered Capital (Million Yuan) | Total Assets (Yuan) | Net Assets (Yuan) | Net Profit (Yuan) | | :--- | :--- | :--- | :--- | :--- | | Nanjing Hongjing Fashion Industry Co., Ltd. | 36.17 | 22,974,524.05 | 20,851,730.16 | 1,050,752.26 | | Shanghai VGRASS Fashion Co., Ltd. | 60.00 | 496,935,066.52 | 36,762,976.44 | -17,893,021.07 | | Nanjing Yunjin Research Institute Co., Ltd. | 50.00 | 137,506,902.25 | 110,283,258.03 | 14,585,591.58 | | Teenie Weenie (Shanghai) Commercial Co., Ltd. | 5,000.00 | 5,173,615,188.70 | 4,742,392,430.54 | 48,588,866.67 | | Shanghai Teenie Bear Commercial Co., Ltd. | 0.02 | 55,740,806.48 | -7,520,586.99 | 4,029,452.79 | | Beijing Teenie Weenie Commercial Co., Ltd. | 5.00 | 16,930,549.34 | -30,967,472.93 | -479,884.25 | | Chengdu Teenie Weenie Commercial Co., Ltd. | 0.02 | 86,946,894.07 | 53,721,546.36 | 1,714,331.02 | | Shenzhen Teenie Weenie Commercial Co., Ltd. | 1.00 | 43,857,866.49 | -15,989,169.57 | -769,002.70 | | Teenie Weenie Korea Co., Ltd. | 10,000 (Korean Won) | 7,069,516,013.87 (Korean Won) | 5,153,452,033.85 (Korean Won) | 620,633,221.00 (Korean Won) | 3.6 Other Disclosures The company faces risks from macroeconomic fluctuations, industry competition, and R&D design. To address these, the company will continuously improve product quality-price ratio, enhance core competitiveness, establish R&D and design centers globally, and combine retail data to improve product development accuracy - The company faces macroeconomic fluctuation risks, as mid-to-high-end apparel products are discretionary consumer goods, and changes in the domestic market environment may affect operating performance159 - The apparel industry is highly competitive, and the company needs to strengthen its product power, brand power, and retail power to solidify its industry position160 - R&D design risks stem from diversified consumer demands and changing fashion trends; the company has established multiple R&D and design centers globally and combines retail data to improve product development accuracy161 Section 4 Corporate Governance, Environment, and Society [4.1 Changes in Directors,
锦泓集团(603518) - 2025 Q2 - 季度财报