Report Overview Financial Summary For the six months ended June 30, 2025, total revenue decreased by 6.2% year-on-year to CNY 77.32 billion, primarily due to a decline in automobile sales revenue, with gross profit down 14.6% and profit attributable to owners of the parent company significantly decreasing by 36.0% - Financial Performance (CNY million) | Indicator (CNY million) | H1 2025 | H1 2024 | YoY Change | | :------------------ | :----------- | :----------- | :------- | | Total Revenue | 77,322.1 | 82,421.4 | (6.2)% | | Automobile Sales Revenue | 63,945.6 | 69,052.3 | (7.4)% | | Boutique and After-sales Service Revenue | 13,376.5 | 13,369.1 | 0.1% | | Of which After-sales Service Revenue | 11,445.3 | 10,964.1 | 4.4% | | Total Gross Profit | 4,209.3 | 4,926.2 | (14.6)% | | Automobile Sales Gross Profit | (2,130.8) | (1,372.1) | 55.3% | | Boutique and After-sales Service Gross Profit | 6,340.1 | 6,298.3 | 0.7% | | Of which After-sales Service Gross Profit | 5,440.5 | 5,035.0 | 8.1% | | Profit for the Year | 924.1 | 1,500.0 | (38.4)% | | Profit Attributable to Owners of the Parent Company| 1,011.4 | 1,579.6 | (36.0)% | | Basic Earnings Per Share (CNY)| 0.427 | 0.662 | (35.5)% | Operating Parameters During the reporting period, new car sales slightly decreased, but used car sales increased, reflecting changes in market structure - Operating Metrics (Units) | Indicator (Units) | H1 2025 | H1 2024 | YoY Change | | :-------- | :----------- | :----------- | :------- | | New Car Sales | 228,649 | 232,543 | (1.7)% | | Luxury Brand Sales| 142,406 | 142,634 | (0.2)% | | Used Car Sales| 111,244 | 101,525 | 9.6% | Strategic Update Strategic Focus and Market Dynamics The company maintains its core strategy focusing on business density in central cities, brand concentration, customer service, and operational efficiency, while government policies aim to curb industry "involution" and high-interest car loans - The company's strategic focus emphasizes optimizing business density in central cities, brand concentration in local markets, customer service, and operational efficiency within properties5 - Favorable government policies address industry "involution" and regulate "high-interest, high-rebate" car loan products, alleviating downward pressure on retail prices5 Building a Premium Automotive Service Brand Since June 2023, the company has strategically transformed to become a premium automotive service brand in China, adapting to the market shift from new car sales to existing car ownership, with after-sales service as the primary profit source - Strategic transformation since June 2023 aims to establish a premium automotive service brand in China, adapting to the market shift from new car (incremental) to existing car (stock) market6 - After-sales service, driven by the customer base, has become the primary profit source with the development of new energy vehicles6 - The strategic focus is on the luxury customer segment, with an estimated 20.1 million luxury car owners in 32 central cities, of which Zhongsheng serves 14.6%6 Strengthening Local Market Business Density and Brand Concentration Through extensive network optimization, the company enhances business density and brand dominance in central cities to improve bargaining power and customer loyalty, resulting in significant growth in active customer numbers - Over the past 12 months, the company completed its largest network optimization, closing 37 authorized dealerships while adding 57 new authorized dealerships and 20 repair service centers5 - More than 46% of stores (203 out of 439) are brand-dominant dealers in their local markets, with 89 being exclusive dealers8 - As of June end 2025, active customers reached 4.54 million, a 15.2% year-on-year increase, with 3.8 million subscribers on the Zhongsheng GO WeChat membership platform7 - The Zhongsheng GO membership system and direct WeChat Work connection (covering 10.5 million customers) are core initiatives driving digital and intensive operations7 Business Review and Outlook After-sales Service Business After-sales service business performed strongly, with both revenue and gross profit increasing, driven by a rise in active customers and workshop visits, despite temporary impacts from network adjustments on overall visits - After-sales Service Performance (CNY) | Indicator (CNY) | H1 2025 | H1 2024 | YoY Change | | :------------ | :----------- | :----------- | :------- | | After-sales Service Revenue | 11.45 billion | 10.96 billion | 4.4% | | After-sales Service Gross Profit | 5.44 billion | 5.035 billion | 8.1% | | Active Customers | 4.54 million individuals | - | 15.2% | | After-sales Visits | 4 million visits | - | 1.7% | | Same-store After-sales Visits | - | - | 4.5% | | Same-store After-sales Revenue | 813 million | - | 7.9% | - Large-scale network optimization (adding 57 stores, exiting 37 stores) had a temporary impact on overall after-sales visit growth, but same-store performance was strong10 - The second half of the year is expected to see continued ramp-up of new networks and deepening market consolidation, driving sustained growth in after-sales service, especially in the luxury market11 - The company brokered 990,000 car insurance renewal policies, a 10.6% year-on-year increase, bringing total policies to 1.2 million (including new car policies), up 8.6% year-on-year11 New Car Business New car sales slightly decreased, but the AITO brand contributed to growth, and the proportion of luxury brand sales increased, with the company confident in a full-year gross profit recovery despite current margin pressure - Sales and Structure: New car sales were 229,000 units, a 1.7% year-on-year decrease; the AITO brand contributed 11,000 units of growth, and luxury brand sales proportion increased to 62.3%12 - Gross Margin Pressure: New car gross margin entered negative territory, with the average comparable transaction price per vehicle decreasing by 12.5% (approximately CNY 33,000); OEMs provided additional subsidies of approximately CNY 19,000 (7.0%) per vehicle to alleviate pressure12 - Future Outlook: New car gross profit is expected to recover due to AITO sales ramp-up, enhanced local market dominance, new product cycles from major OEMs, and government efforts to curb "involution"13 - Brand Portfolio: The company operates 439 authorized dealerships, with Toyota (107), Lexus (58), and Mercedes-Benz (108) as key partners; the luxury brand portfolio includes AITO, HIMA, Audi, Volvo, BMW, and Jaguar Land Rover13 Used Car Business Used car sales increased year-on-year, but revenue and gross profit significantly declined due to "trade-in" policies and new car price wars, compressing per-unit comprehensive profit - Sales Growth: Approximately 111,000 used cars were sold, a 9.6% year-on-year increase14 - Revenue and Profit Decline: Used car business revenue decreased by 27.0% to CNY 6.02 billion, with average revenue per vehicle down 33.4% year-on-year; comprehensive profit was approximately CNY 300 million, a 60.2% year-on-year decrease14 - Key Reasons: Government "trade-in" policies led to the acquisition of a large number of older vehicles (nearly 80% over 6 years old), lowering average revenue per vehicle; new car market price wars squeezed profit margins14 - Future Outlook: Short-term profit contribution growth is limited, but the company believes in the long-term immense value and will prudently manage with a focus on high-turnover wholesale models15 Market Review The passenger car market experienced sales growth but declining average prices and severe "involution," with traditional brands rebounding, luxury brands declining but entering new product cycles, and AITO performing strongly amidst market consolidation Passenger Car Market Overview In the first half of the year, China's passenger car new car sales grew, but total retail sales of automotive consumer goods remained almost flat, with average transaction prices continuing to fall, indicating severe industry "involution" - Sales Growth: New passenger car insurance registrations reached 10.72 million units in the first half, a 7.9% year-on-year increase, primarily stimulated by "trade-in" policies17 - Price Decline: Total retail sales of automotive consumer goods remained almost flat, with sales in the over CNY 250,000 price segment declining by 440,000 units, and average transaction prices continuing to fall17 - Government Regulation: Official media called for addressing "involution," and the State Administration for Market Regulation strengthened oversight17 Performance of Traditional and Luxury Brands Traditional mid-to-high-end brands like Toyota and Volkswagen saw sales rebound, and Lexus maintained growth, while German luxury brands generally experienced sales declines but are about to launch new product cycles - Traditional Brands Rebound: Toyota and Volkswagen sales rebounded, growing by 7.7% and 0.5% respectively, with new models catching up in intelligent cockpit and assisted driving features18 - Lexus: Insurance registrations increased by 7.1% year-on-year in the first half, maintaining stable growth due to strong synergy between the brand and dealers19 - German Luxury Brands Decline: Mercedes-Benz sales decreased by 14.5%, BMW by 19.5%, and Audi by 15.0%, primarily affected by entry-level and EQ series models19 - New Product Cycle: New Audi A5L and Mercedes-Benz CLA, among others, will be launched in the second half, featuring localized software technology19 New Energy Brands and Market Consolidation The AITO brand performed remarkably, with sales surging, especially in the high-end price segment, while market consolidation continues to offer opportunities for leading dealer groups to attract customers and expand their markets - AITO Performance: Delivered 11,000 new cars in the first half, with sales in the over CNY 300,000 price segment surging by nearly 80% year-on-year, benefiting from the M9 facelift and new M8 models20 - Market Consolidation Opportunities: Ongoing dealer consolidation presents significant opportunities for leading dealer groups like Zhongsheng to attract customers from exiting dealers20 - Audi Cooperation Model: Zhongsheng will expand its regional market under a cooperation model similar to Audi's, with more favorable terms than usual, and 11 new Audi dealerships will commence operations in the second half20 - Used Car Market: Transaction volume slightly increased by 2.0% in the first half, but transaction prices remained low, with expectations for a restorative growth once new car market order is normalized20 Financial Performance Analysis Revenue Analysis Total revenue decreased by 6.2% year-on-year during the reporting period, primarily due to declining new and used car sales, while after-sales service revenue maintained growth, with new car sales remaining the main revenue source - Revenue Breakdown (CNY million) | Revenue Type (CNY million) | H1 2025 | H1 2024 | YoY Change | Primary Reason | | :-------------------- | :----------- | :----------- | :------- | :------- | | New Car Sales | 57,931.0 | 60,812.0 | (4.7)% | Sales volume decline and average price decrease | | Used Car Sales | 6,014.6 | 8,240.3 | (27.0)% | Average price decrease | | After-sales Service | 11,445.3 | 10,964.1 | 4.4% | Increase in visits and average value per visit | | Boutiques, etc. | 1,931.2 | 2,405.0 | (19.7)% | Decrease in maintenance package sales | | Total Revenue | 77,322.1 | 82,421.4 | (6.2)% | - | - Revenue Composition: New car sales accounted for 74.9% of total revenue, used car sales for 7.8%, and boutique and after-sales services for 17.3%83 - Major Brand Contribution: Mercedes-Benz was the highest-contributing brand to new car sales revenue, accounting for 35.1% of total new car sales83 Cost and Gross Profit Analysis Sales and service costs decreased, but total gross profit declined by 14.6% year-on-year, with gross margin falling to 5.4%, as new car sales recorded an increased gross loss and used car gross profit significantly decreased - Sales and Service Costs: CNY 73.113 billion, a 5.7% year-on-year decrease, primarily due to lower new car sales volume, increased OEM rebates, and reduced used car procurement prices84 - Gross Profit Breakdown (CNY million) | Gross Profit Type (CNY million) | H1 2025 | H1 2024 | YoY Change | Primary Reason | | :-------------------- | :----------- | :----------- | :------- | :------- | | New Car Sales | (2,387.8) | (1,990.1) | 20.0% | Sales volume decline, intensified market competition leading to increased gross loss | | Used Car Sales | 257.0 | 618.0 | (58.4)% | Decrease in per-unit value, compressed profit margins | | After-sales Service | 5,440.5 | 5,035.0 | 8.1% | Increase in visits, higher average value per visit, optimized cost structure | | Boutiques, etc. | 899.6 | 1,263.3 | (28.8)% | Decrease in maintenance package sales, lower gross margin | | Total Gross Profit | 4,209.3 | 4,926.2 | (14.6)% | - | - Gross Margin: Total gross margin was 5.4%, compared to 6.0% in the prior year period88 Other Income and Gains, Net Other income and gains, net, decreased by 5.9% year-on-year, with commission income falling due to lower new car sales, but interest income increasing due to higher average cash balances - Total: CNY 2.229 billion, a 5.9% year-on-year decrease89 - Commission Income: CNY 1.845 billion, a 5.0% year-on-year decrease, primarily affected by lower new car sales89 - Interest Income: CNY 301.8 million, a 34.6% year-on-year increase, mainly due to higher average cash balances during the period91 Expenses and Operating Profit Sales and distribution expenses and administrative expenses remained stable, but operating profit significantly decreased by 30.9% year-on-year due to increased new car sales gross loss and decreased used car gross profit - Sales and Distribution Expenses: CNY 3.434 billion, a 0.4% year-on-year decrease, remaining stable92 - Administrative Expenses: CNY 1.099 billion, a 0.8% year-on-year increase, remaining stable93 - Operating Profit: CNY 1.905 billion, a 30.9% year-on-year decrease; operating profit margin was 2.5%, compared to 3.3% in the prior year period94 Finance Costs and Income Tax Finance costs decreased due to lower financing interest rates, and income tax expense also decreased due to lower operating profit - Finance Costs: CNY 681.4 million, a 14.0% year-on-year decrease, primarily due to lower financing interest rates95 - Income Tax Expense: CNY 296.9 million, a 36.1% year-on-year decrease, primarily due to lower operating profit97 Profit Attributable to Owners of the Parent Company Profit attributable to owners of the parent company was CNY 1.0114 billion, a significant year-on-year decrease of 36.0% - Profit Attributable to Parent: CNY 1.0114 billion, a 36.0% year-on-year decrease98 Liquidity and Financial Resources Cash Flow Cash balance decreased at the end of the reporting period, primarily due to financing activities, with net cash inflow from operating activities significantly increasing and net cash outflow from financing activities also increasing - Cash and Cash Equivalents (CNY million) | Indicator (CNY million) | June 30, 2025 | Dec 31, 2024 | Change | | :------------------ | :------------ | :------------- | :--- | | Cash and Cash Equivalents | 12,859.3 | 18,687.5 | (5,828.2) | | Cash in Transit | 123.7 | 60.0 | 63.7 | | Time Deposits and Pledged Bank Deposits | 7,054.2 | 4,256.5 | 2,797.7 | | Total Cash | 20,037.2 | 23,004.0 | (2,966.8) | - Net Cash Inflow from Operating Activities: CNY 5.9484 billion, a CNY 3.0228 billion increase year-on-year, primarily due to reduced inventories and increased trade and bills payables101 - Net Cash Outflow from Investing Activities: CNY 941.0 million, primarily for the acquisition of property, plant, and equipment102 - Net Cash Outflow from Financing Activities: CNY 10.8302 billion, primarily for repayment of bank loans, redemption of convertible bonds, payment of lease liabilities, and finance interest103 Bank Loans and Other Borrowings Total bank loans and other borrowings decreased, mainly due to a reduction in inventory financing scale as inventory decreased, and the company continued to optimize its financing channel structure - Total: CNY 28.6016 billion, a decrease from CNY 32.0392 billion at the end of 2024104 - Reason: Inventory financing scale decreased due to reduced inventory, and the company continued to optimize its inventory financing channel structure104 - Annual Interest Rate: Ranged from 1.0% to 6.0%104 Convertible Bonds The company redeemed and cancelled all outstanding zero-coupon convertible bonds due in 2025 on May 21, 2025 - Redemption: On May 21, 2025, the company redeemed and cancelled all outstanding 2025 convertible bonds totaling HKD 3.124 billion at 117.49% of their principal amount107 - Status: As of the date of this announcement, there are no outstanding 2025 convertible bonds107 Bonds The company redeemed and cancelled all outstanding 3.00% bonds due in 2026 on August 27, 2025, and issued USD 600 million of 5.98% bonds due in 2028 in July 2024 - 2026 Bonds: The company redeemed and cancelled all outstanding 3.00% bonds due in 2026 on August 27, 2025109 - 2028 Bonds: In July 2024, the company issued bonds with a total principal amount of USD 600 million, due in January 2028, with a coupon rate of 5.98%110 Panda Bonds The company has been approved to register Panda Bonds with a total amount not exceeding CNY 5 billion and completed the first issuance of CNY 1 billion in August 2024 - Registration Approval: Approved by the National Association of Financial Market Institutional Investors to register Panda Bonds with a total amount not exceeding CNY 5 billion111 - First Issuance: The first issuance of CNY 1 billion was completed in August 2024, with a coupon rate of 3.5% and a three-year term111 Other Financial Information Capital Expenditure and Investments Total capital expenditure increased year-on-year during the reporting period, primarily for property, plant, and equipment, land use rights, and business acquisitions - Total Capital Expenditure: CNY 818.7 million, an increase from CNY 618.7 million in the prior year period113 - Usage: Primarily for property, plant, and equipment (excluding automobiles), land use rights, and business acquisitions113 Inventory Analysis Total inventory decreased, but average inventory turnover days increased, and the company is taking measures to optimize its inventory structure - Total Inventory: CNY 17.0196 billion, a decrease from CNY 18.4769 billion at the end of 2024114 - Average Inventory Turnover Days: 38.3 days, an increase from 36.2 days in the prior year period, mainly due to the company adjusting inventory levels based on market changes115 Interest Rate Risk and Foreign Exchange Risk The company does not use derivative instruments to hedge interest rate risk but uses cross-currency interest rate swaps to hedge foreign exchange risk - Interest Rate Risk: No hedging for interest rate risk, primarily related to floating-rate debt obligations116 - Foreign Exchange Risk: Uses cross-currency interest rate swaps to hedge foreign exchange risk116 Pledge of Assets The company pledged assets as collateral for bank and other loans, totaling CNY 13.2 billion - Pledged Assets Amount: CNY 13.2 billion, an increase from CNY 12.2 billion at the end of 2024117 Capital Gearing Ratio The capital gearing ratio slightly decreased, remaining at 42.1% - Capital Gearing Ratio: 42.1%, a slight decrease from 42.5% at the end of 2024120 Share Option Scheme The share option scheme expired in 2020, but existing share options can still be exercised according to the scheme terms, with no share options granted, exercised, cancelled, or lapsed during the reporting period - Scheme Status: The share option scheme expired on March 25, 2020, but existing share options remain valid121 - Outstanding Share Options: As of June 30, 2025, there were 5,500,000 outstanding share options with an exercise price of HKD 22.6062122 Financial Statements Interim Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, the company's revenue, gross profit, operating profit, and profit for the period all decreased year-on-year - Interim Condensed Consolidated Statement of Profit or Loss (CNY thousand) | Indicator (CNY thousand) | H1 2025 | H1 2024 | | :---------------- | :----------- | :----------- | | Revenue | 77,322,084 | 82,421,409 | | Cost of Sales and Services| (73,112,804) | (77,495,184) | | Gross Profit | 4,209,280 | 4,926,225 | | Other Income and Gains, Net| 2,229,015 | 2,367,526 | | Sales and Distribution Costs | (3,434,209) | (3,447,486) | | Administrative Expenses | (1,099,038) | (1,090,505) | | Operating Profit | 1,905,048 | 2,755,760 | | Finance Costs | (681,412) | (792,249) | | Profit Before Tax | 1,220,972 | 1,964,449 | | Income Tax Expense | (296,903) | (464,422) | | Profit for the Period | 924,069 | 1,500,027 | | Profit Attributable to Owners of the Parent Company| 1,011,351 | 1,579,552 | Interim Condensed Consolidated Statement of Comprehensive Income Total comprehensive income for the reporting period was CNY 782 million, a year-on-year decrease, primarily due to lower profit for the period and exchange differences - Interim Condensed Consolidated Statement of Comprehensive Income (CNY thousand) | Indicator (CNY thousand) | H1 2025 | H1 2024 | | :---------------- | :----------- | :----------- | | Profit for the Period | 924,069 | 1,500,027 | | Other Comprehensive Loss | (141,887) | (105,195) | | Total Comprehensive Income for the Period | 782,182 | 1,394,832 | | Attributable to Owners of the Parent Company | 869,464 | 1,474,357 | Interim Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's total assets and total liabilities both decreased, while net assets slightly increased - Interim Condensed Consolidated Statement of Financial Position (CNY thousand) | Indicator (CNY thousand) | June 30, 2025 | Dec 31, 2024 | | :---------------- | :------------ | :------------- | | Total Non-current Assets | 44,465,540 | 44,590,820 | | Total Current Assets | 63,465,403 | 65,579,729 | | Total Current Liabilities | 38,630,268 | 40,018,779 | | Total Non-current Liabilities | 21,624,435 | 23,233,953 | | Net Assets | 47,676,240 | 46,917,817 | | Total Equity | 47,676,240 | 46,917,817 | Interim Condensed Consolidated Statement of Changes in Equity During the reporting period, equity attributable to owners of the parent company increased, primarily due to profit for the period, but partially offset by exchange fluctuations and convertible bond redemption - Interim Condensed Consolidated Statement of Changes in Equity (CNY thousand) | Indicator (CNY thousand) | H1 2025 | H1 2024 | | :---------------- | :----------- | :----------- | | Equity Attributable to Owners of the Parent Company at Beginning of Period | 46,829,441 | 45,797,296 | | Profit for the Year | 1,011,351 | 1,579,552 | | Other Comprehensive Loss for the Year | (141,887) | (105,195) | | Total Comprehensive Income for the Year | 869,464 | 1,474,357 | | Redemption of Convertible Bonds | (20,884) | - | | Equity Attributable to Owners of the Parent Company at End of Period | 47,675,771 | 45,487,875 | Interim Condensed Consolidated Statement of Cash Flows During the reporting period, net cash inflow from operating activities significantly increased, net cash outflow from investing activities increased, and net cash outflow from financing activities significantly increased, leading to a net decrease in cash and cash equivalents - Interim Condensed Consolidated Statement of Cash Flows (CNY thousand) | Indicator (CNY thousand) | H1 2025 | H1 2024 | | :---------------- | :----------- | :----------- | | Net Cash from Operating Activities | 5,948,368 | 2,925,583 | | Net Cash Used in Investing Activities | (940,993) | (433,293) | | Net Cash Used in Financing Activities | (10,830,217) | (942,448) | | Net (Decrease)/Increase in Cash and Cash Equivalents | (5,822,842) | 1,549,842 | | Cash and Cash Equivalents at End of Period | 12,859,286 | 17,146,435 | Notes to the Interim Condensed Consolidated Financial Information 1. General Information Zhongsheng Group Holdings Limited and its subsidiaries primarily engage in automobile sales and services in mainland China, incorporated in the Cayman Islands and listed on the Main Board of the Hong Kong Stock Exchange - Main Business: Automobile sales and services in mainland China32 - Place of Incorporation and Listing: Incorporated in the Cayman Islands and listed on the Main Board of the Hong Kong Stock Exchange3233 2. Basis of Preparation and Accounting Policies The interim condensed consolidated financial information is prepared in accordance with HKAS 34 and should be read in conjunction with the annual consolidated financial statements, with no significant impact from the newly adopted HKAS 21 amendment - Basis of Preparation: HKAS 34 "Interim Financial Reporting"35 - Changes in Accounting Policies: The first-time adoption of HKAS 21 (Amendment) "Lack of Exchangeability" has no impact on the financial information3638 3. Operating Segment Information The Group operates as a single business unit, namely the automobile sales and related services segment, with no geographical segment information presented as over 90% of its operations are in mainland China - Single Operating Segment: Automobile sales and related services39 - Geographical Concentration: Over 90% of revenue, operating profit, and non-current assets (excluding deferred tax assets) are derived from mainland China, thus no geographical segment information is presented41 4. Revenue, Other Income and Gains, Net A detailed classification of revenue and other income and gains is provided, including automobile sales, boutique and after-sales services, commission income, and interest income - Revenue (CNY thousand) | Revenue Type (CNY thousand) | H1 2025 | H1 2024 | | :-------------------- | :----------- | :----------- | | Automobile Sales | 63,945,559 | 69,052,326 | | Boutique and After-sales Services | 13,376,525 | 13,369,083 | | Total | 77,322,084 | 82,421,409 | - Other Income and Gains, Net (CNY thousand) | Other Income and Gains, Net (CNY thousand) | H1 2025 | H1 2024 | | :---------------------------- | :----------- | :----------- | | Commission Income | 1,845,060 | 1,941,569 | | Interest Income | 301,848 | 224,321 | | Government Subsidies | 1,150 | 65,897 | | Total | 2,229,015 | 2,367,526 | 5. Profit Before Tax Profit before tax was CNY 1.221 billion, a year-on-year decrease, primarily affected by factors such as staff welfare expenses, cost of inventories sold, and depreciation and amortization - Profit Before Tax Components (CNY thousand) | Item (CNY thousand) | H1 2025 | H1 2024 | | :---------------- | :----------- | :----------- | | Staff Welfare Expenses | 2,797,547 | 2,644,648 | | Cost of Inventories Sold | 70,827,726 | 75,762,131 | | Depreciation and Impairment of Property, Plant and Equipment | 867,930 | 1,022,091 | | Depreciation of Right-of-Use Assets | 442,878 | 393,382 | | Promotion and Advertising | 495,938 | 210,961 | | Write-down of Inventories to Net Realizable Value | 44,991 | 13,006 | 6. Finance Costs Finance costs were CNY 681 million, a year-on-year decrease, primarily comprising interest on bank borrowings, convertible bonds, other borrowings, and lease liabilities - Finance Costs Breakdown (CNY thousand) | Item (CNY thousand) | H1 2025 | H1 2024 | | :---------------- | :----------- | :----------- | | Interest Expense on Bank Borrowings | 381,664 | 561,868 | | Interest Expense on Convertible Bonds| 21,399 | 54,146 | | Interest Expense on Other Borrowings | 149,530 | 53,198 | | Interest Expense on Lease Liabilities | 159,944 | 160,404 | | Total | 681,412 | 792,249 | 7. Income Tax Income tax expense was CNY 297 million, a year-on-year decrease, primarily consisting of current PRC enterprise income tax and deferred tax - Income Tax Breakdown (CNY thousand) | Item (CNY thousand) | H1 2025 | H1 2024 | | :---------------- | :----------- | :----------- | | Current PRC Enterprise Income Tax | 541,654 | 358,736 | | Deferred Tax | (244,751) | 105,686 | | Total | 296,903 | 464,422 | 8. Dividends The Board does not propose to declare any interim dividend for the six months ended June 30, 2025 - Interim Dividend: No interim dividend proposed48 9. Earnings Per Share Attributable to Ordinary Equity Holders of the Parent Company Both basic and diluted earnings per share decreased year-on-year, reflecting the reduction in profit for the period - Earnings Per Share (CNY) | Indicator (CNY) | H1 2025 | H1 2024 | | :-------------- | :----------- | :----------- | | Basic EPS | 0.427 | 0.662 | | Diluted EPS | 0.427 | 0.662 | - Calculation Basis: Based on profit for the period attributable to ordinary equity holders of the parent company and the weighted average number of ordinary shares outstanding49 10. Inventories Inventories primarily consist of automobiles, spare parts, and others, with total value decreasing and an inventory provision recognized - Inventories Breakdown (CNY thousand) | Inventory Type (CNY thousand) | June 30, 2025 | Dec 31, 2024 | | :-------------------- | :------------ | :------------- | | Automobiles | 14,923,220 | 16,311,581 | | Spare Parts and Others | 2,207,823 | 2,231,755 | | Inventory Provision | (111,466) | (66,475) | | Total | 17,019,577 | 18,476,861 | 11. Trade Receivables Net trade receivables slightly increased, and the company maintains strict control over credit risk, with an aging analysis disclosed - Trade Receivables (CNY thousand) | Indicator (CNY thousand) | June 30, 2025 | Dec 31, 2024 | | :---------------- | :------------ | :------------- | | Net Carrying Amount | 4,660,900 | 4,653,569 | - Credit Concentration Risk: 20.4% of trade receivables are from the top five customers52 - Aging Analysis: CNY 4,399,628 thousand are within three months53 12. Bank Loans and Other Borrowings Total bank loans and other borrowings decreased, including bank loans, other borrowings, and syndicated term loans - Bank Loans and Other Borrowings (CNY thousand) | Borrowing Type (CNY thousand) | June 30, 2025 | Dec 31, 2024 | | :-------------------- | :------------ | :------------- | | Bank Loans and Overdrafts | 17,923,634 | 19,993,567 | | Other Borrowings | 8,157,183 | 9,531,920 | | Syndicated Term Loans | 2,520,793 | 2,513,682 | | Total Bank Loans and Other Borrowings| 28,601,610 | 32,039,169 | 13. Trade and Bills Payables Total trade and bills payables increased, primarily composed of trade payables and bills payable, with an aging analysis disclosed - Trade and Bills Payables (CNY thousand) | Type (CNY thousand) | June 30, 2025 | Dec 31, 2024 | | :---------------- | :------------ | :------------- | | Trade Payables | 3,953,363 | 2,907,697 | | Bills Payable | 12,340,901 | 9,700,103 | | Total | 16,294,264 | 12,607,800 | - Aging Analysis: CNY 15,568,223 thousand are within three months56 14. Convertible Bonds The company redeemed all zero-coupon convertible bonds due in 2025 during the reporting period, with the liability component reduced to zero - Redemption: On May 21, 2025, all unconverted 2025 convertible bonds were redeemed at 117.49% of their principal amount57 - Liability Component: The liability component was zero at the end of the period58 15. Share Capital The company's authorized share capital is 1 trillion shares of HKD 0.0001 each, with 2,385,668,363 ordinary shares issued and fully paid - Authorized Share Capital: 1,000,000,000,000 shares of HKD 0.0001 each59 - Issued Share Capital: 2,385,668,363 ordinary shares59 16. Share Option Scheme The share option scheme expired in 2020, but there are still 5,500,000 outstanding share options with an exercise price of HKD 22.60 - Outstanding Share Options: 5,500,000 options with an exercise price of HKD 22.60, exercisable until April 25, 20286263 - Period Changes: No share options were granted, exercised, cancelled, or lapsed during the period62 17. Business Combinations During the reporting period, the company acquired 100% equity in three automobile sales and service companies for a total consideration of CNY 79.23 million, resulting in goodwill - Acquisitions: Acquired 100% equity in Beijing Zhongsheng Jiefeng, Wuhan Zhongsheng Lexus, and Shaoxing Zhongsheng Lexus6667 - Total Consideration: CNY 79.23 million68 - Financial Impact: Contributed CNY 195.067 million in revenue and CNY 850 thousand in profit, resulting in goodwill of CNY 43.82 million68 18. Contingent Liabilities As of June 30, 2025, the Group and the Company had no significant contingent liabilities - No significant contingent liabilities69 19. Commitments As of the end of the reporting period, the Group had contractual commitments related to buildings - Building Contractual Commitments: CNY 14.237 million70 20. Related Party Transactions and Balances Disclosed transactions with joint ventures and associates, including sales and purchases of goods, loan repayments, and interest income, as well as related receivables and payables balances - Related Party Transactions (CNY thousand) | Transaction Type (CNY thousand) | H1 2025 | H1 2024 | | :-------------------- | :----------- | :----------- | | Sales of Goods to Joint Ventures | 20,000 | 79,859 | | Purchases of Goods or Services from Joint Ventures | 37,537 | 64,521 | | Purchases of Goods from Associates | 796 | 4,609 | - Related Party Balances (CNY thousand) | Balance Type (CNY thousand) | June 30, 2025 | Dec 31, 2024 | | :-------------------- | :------------ | :------------- | | Amounts Due from Related Parties | 7,750 | 7,712 | | Amounts Due to Related Parties | 3,221 | 6,319 | - Key Management Personnel Remuneration: CNY 30.728 million74 21. Fair Value and Fair Value Hierarchy of Financial Instruments Disclosed the carrying amounts and fair values of financial assets and liabilities, classified by fair value hierarchy - Financial Assets (CNY thousand) | Financial Assets (CNY thousand) | June 30, 2025 (Unaudited) | Dec 31, 2024 (Audited) | | :-------------------- | :------------------- | :-------------------- | | Financial Assets at FVTPL | 104,751 | 124,669 | | Financial Assets at FVOCI | — | 20,674 | | Total | 104,751 | 145,343 | - Financial Liabilities (CNY thousand) | Financial Liabilities (CNY thousand) | June 30, 2025 (Unaudited) | Dec 31, 2024 (Audited) | | :-------------------- | :------------------- | :-------------------- | | Financial Liabilities at FVOCI | 81,768 | — | - Fair Value Hierarchy: Listed equity investments are based on active market quotes (Level 1), while cross-currency interest rate swaps use significant observable inputs (Level 2)777980 Corporate Governance and Other Information Compliance with Corporate Governance Code The company has adopted and complied with the Corporate Governance Code in Appendix C1 of the Listing Rules - Compliance Status: Adopted and complied with the Corporate Governance Code125 Standard Securities Dealing Code for Directors of Listed Issuers The company has adopted and complied with the Standard Securities Dealing Code for Directors in Appendix C3 of the Listing Rules - Compliance Status: Adopted and complied with the Standard Securities Dealing Code126 Purchase, Sale or Redemption of Listed Securities During the reporting period, neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities, and the company holds 18,674,500 treasury shares - No purchase, sale, or redemption of listed securities127 - Treasury Shares: Holds 18,674,500 treasury shares, which were not sold127 Employees and Remuneration Policy The company values its employees as precious assets, committed to providing a harmonious and efficient work environment, diverse training, and attractive remuneration packages, incentivizing employees through performance-based compensation - Employee Count: 28,943 employees, an increase from 26,357 at the end of 2024128 - Remuneration Policy: Provides attractive remuneration packages, incentivizing employees with performance-based compensation, cash bonuses, and awards128 Audit Committee The Audit Committee, composed of three independent non-executive directors, has reviewed the Group's accounting policies, internal controls, and interim financial statements, deeming them compliant with relevant regulations - Composition: Composed of three independent non-executive directors129 - Responsibilities: Reviewed accounting policies, internal controls, and interim financial statements, deeming them compliant with regulations129 Interim Dividend The Board recommends not to declare any interim dividend for the six months ended June 30, 2025 - No interim dividend declared130 Events After Reporting Period No significant events affecting the Group occurred after the reporting period - No significant events after the reporting period124 Acknowledgements and Forward-Looking Statements The Board expresses gratitude to employees, management, shareholders, and partners, noting that the report contains forward-looking statements based on existing information and assumptions, involving risks and uncertainties, and should not be unduly relied upon - Acknowledgements: Expresses gratitude to employees, management, shareholders, and partners133 - Forward-Looking Statements: Based on existing information and assumptions, involving risks and uncertainties, and should not be unduly relied upon134
中升控股(00881) - 2025 - 中期业绩