Important Notice, Table of Contents, and Definitions Important Notice This section emphasizes the truthfulness, accuracy, and completeness of the company's semi-annual report, while also alerting investors to forward-looking statement risks and operational risks detailed in Section 3 - Company's board of directors, supervisory board, and senior management guarantee the report's content is true, accurate, and complete, free from false records, misleading statements, or major omissions4 - Company's responsible person, chief accountant, and head of accounting department declare the financial report is true, accurate, and complete4 - This report contains forward-looking statements regarding future plans, which do not constitute substantial commitments, and investors should remain aware of associated risks4 Reference Documents This section lists all important documents publicly disclosed by the company during the reporting period, including signed financial statements and original announcements - Reference documents include financial statements signed by the company's responsible person, chief accountant, and head of accounting department9 - Reference documents also include originals of all company documents and announcements publicly disclosed during the reporting period10 Definitions This section provides definitions for common terms used in the report, clarifying the meanings of keywords such as "Company," "Lingnan Group," "Guangzhou Friendship," "Yuan," "10,000 Yuan," and "Reporting Period" - "Company" and "the Company" refer to Guangzhou Guangbai Co., Ltd12 - "Reporting Period" refers to January 1, 2025, to June 30, 202512 Company Profile and Key Financial Indicators 1. Company Profile This section provides the company's stock information, Chinese and English names, legal representative, and other basic details, confirming its listing on the Shenzhen Stock Exchange - Company stock abbreviation: Guangbai Shares14 - Stock code: 00218714 - Stock exchange listed on: Shenzhen Stock Exchange14 - Legal representative: Kang Yongping14 2. Contact Persons and Methods This section discloses the names, addresses, phone numbers, faxes, and email addresses of the company's board secretary and securities affairs representative for investor communication - Board Secretary: Su Zhaozhong15 - Securities Affairs Representative: Li Ya15 - Contact address: 11th Floor, No. 12 Xihu Road, Yuexiu District, Guangzhou, Guangdong Province15 3. Other Information This section states that the company's contact information, information disclosure, and storage locations, as well as other relevant data, remained unchanged during the reporting period, referring to the 2024 annual report for details - Company's registered address, office address, website, and email address remained unchanged during the reporting period16 - Information disclosure and storage locations remained unchanged during the reporting period17 4. Key Accounting Data and Financial Indicators This section presents the company's key accounting data and financial indicators for the current reporting period compared to the same period last year, showing significant declines in operating revenue and net profit, as well as reductions in total assets and net assets - The company does not need to retrospectively adjust or restate prior year accounting data18 - Company Key Financial Indicators Year-on-Year Change | Indicator | Current Reporting Period (Yuan) | Prior Year Same Period (Yuan) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 2,247,926,961.69 | 3,172,631,469.41 | -29.15% | | Net Profit Attributable to Shareholders of Listed Company | -15,353,667.45 | 20,027,430.65 | -176.66% | | Net Cash Flow from Operating Activities | -141,857,620.96 | 153,563,541.03 | -192.38% | | Basic Earnings Per Share | -0.02 | 0.03 | -166.67% | | Total Assets (End of Period) | 7,185,810,796.88 | 9,108,767,896.32 | -21.11% | | Net Assets Attributable to Shareholders of Listed Company (End of Period) | 4,045,366,550.95 | 4,070,550,970.05 | -0.62% | 5. Differences in Accounting Data Under Domestic and Overseas Accounting Standards This section states that there are no differences in net profit and net assets between financial reports disclosed under international or overseas accounting standards and Chinese accounting standards during the reporting period - The company's financial reports disclosed under international accounting standards and Chinese accounting standards show no differences in net profit and net assets during the reporting period20 - The company's financial reports disclosed under overseas accounting standards and Chinese accounting standards show no differences in net profit and net assets during the reporting period21 6. Non-Recurring Gains and Losses Items and Amounts This section lists the specific amounts of the company's non-recurring gains and losses items for the reporting period, totaling -3.36 million Yuan, primarily including disposal gains/losses of non-current assets, government subsidies, and fair value changes - Company Non-Recurring Gains and Losses Items and Amounts | Item | Amount (Yuan) | | :--- | :--- | | Gains/losses on disposal of non-current assets | 7,626,338.64 | | Government subsidies recognized in current profit or loss | 450,000.00 | | Gains/losses from changes in fair value and disposal of financial assets and liabilities | -13,280,881.69 | | Other non-operating income and expenses apart from the above | -56,467.94 | | Less: Income tax impact | -1,847,828.90 | | Minority interest impact (after tax) | -48,840.53 | | Total | -3,364,341.56 | - The company has no other profit and loss items that meet the definition of non-recurring gains and losses24 Management Discussion and Analysis 1. Main Business Activities During the Reporting Period This section details the company's primary business activities within the department store retail industry, including its operating models and a summary of significant declines in revenue and net profit, alongside strategic adjustments and digital transformation efforts - The company operates in the department store retail industry, with national social consumer goods retail sales growing by 5% and department store retail sales by 1.2% in the first half of 202526 - The company's main business models include consignment sales, direct purchase sales, and property leasing, which remained unchanged during the reporting period27 - In the first half of 2025, the company achieved operating revenue of 2.248 billion Yuan, a year-on-year decrease of 925 million Yuan or 29.15%, and net profit attributable to the parent company of -15.35 million Yuan, a 176.66% decrease year-on-year28 (1) Industry Overview During the Reporting Period This section describes the overall performance of the department store retail industry in the first half of 2025, noting growth in national social consumer goods retail sales and department store retail sales, with Guangzhou's consumer market continuing to recover - National social consumer goods retail sales increased by 5% year-on-year in the first half of 202526 - Retail sales of department stores above designated size increased by 1.2% year-on-year26 - Guangzhou's consumer market showed strong demand for household appliances and stable sales for quality goods like gold, silver, jewelry, and cosmetics26 (2) Company Business Overview This section outlines the company's primary engagement in department store retail, encompassing various formats such as department stores, shopping malls, supermarkets, specialty stores, and online sales, detailing its core operating models - The company's main business is department store retail, with operating formats including department stores, shopping malls, supermarkets, specialty stores, and online product sales27 - Key operating models include: consignment sales, direct purchase sales, and property leasing27 - The company's main business and operating models did not undergo significant changes during the reporting period27 (3) Overview of Company Operations During the Reporting Period This section summarizes the company's operating performance in the first half of 2025, highlighting significant declines in operating revenue and net profit due to market changes, online retail impact, and strategic exits from inefficient stores, while actively pursuing new business formats and digital transformation - During the reporting period, the company achieved operating revenue of 2.248 billion Yuan, a year-on-year decrease of 925 million Yuan or 29.15%28 - Net profit attributable to the parent company was -15.35 million Yuan, a year-on-year decrease of 35.38 million Yuan or 176.66%28 - The company adjusted its business layout, strategically exited individual inefficient stores, vigorously expanded new business formats such as duty-free shops, and comprehensively promoted digital transformation28 - The company ranked 40th in the "2024 China Chain Top 100" announced by the China Chain Store & Franchise Association29 (4) Store Operations During the Reporting Period This section details the operating status of the company's 27 directly operated stores across Guangzhou and other Guangdong cities as of the end of the reporting period, including store count, format distribution, operating area, and first-half operating revenue, with 3 new supermarket stores and 2 closed department stores - As of the end of the reporting period, the company operated 27 stores in Guangzhou and other cities in Guangdong Province, with a total operating area of approximately 610,000 square meters3031 - In the first half of 2025, the company's store operating revenue was 1.738 billion Yuan31 - During the reporting period, the company added 3 supermarket stores and closed 2 department stores (Guangbai Dongshan Store, Guangbai Rhein Hui Store)31 - Comparable Store Performance by Region and Format in H1 2025 | Region | Format | Number | Store Efficiency (Yuan/m2) | Sales YoY Change | Operating Revenue YoY Change | Net Profit YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Guangzhou City | Comprehensive Department Store | 12 | 10071 | -22.85% | -27.78% | -143.35% | | Guangzhou City | Shopping Mall | 4 | 3433 | -12.30% | -9.36% | -36.15% | | Other Cities in Guangdong Province | Comprehensive Department Store | 4 | 1142 | -25.19% | -16.53% | 5.12% | | Other Cities in Guangdong Province | Shopping Mall | 1 | 444 | -17.75% | -19.79% | -15.24% | (3) Online Sales Performance During the Reporting Period This section details the company's online sales strategies and achievements during the reporting period, with over 3.36 million members and 198.23 million Yuan in online sales transactions through self-built and third-party platforms, actively promoting "digital transformation of physical retail" - As of the end of June 2025, the company's total membership exceeded 3.36 million34 - During the reporting period, the company achieved online sales transactions of 198.23 million Yuan and operating revenue of 134.91 million Yuan through its self-built platforms "Guangbaihui" and "Youyiwanglegou," and linked third-party online sales platforms34 - The company pioneered the "66 E-commerce Festival" to achieve deep online-offline linkage, taking "digital transformation of physical retail" as a breakthrough34 (4) Procurement, Warehousing, and Logistics During the Reporting Period This section outlines the company's commodity procurement, inventory management, and warehousing logistics in the first half of the year, including the proportion of purchases from the top five suppliers, inventory management policies, and outsourced logistics distribution - In the first half of 2025, the company's purchases from its top five suppliers totaled 1.268 billion Yuan, accounting for 39.24% of the total purchases during the reporting period35 - The company's inventory management policy primarily aims to maintain reasonable inventory levels, accelerate capital turnover, and ensure the safety of goods at all circulation stages35 - The company's logistics and distribution services are fully outsourced, with logistics and distribution expenses of approximately 14.90 million Yuan during the reporting period35 2. Analysis of Core Competencies This section elaborates on the company's four core competencies: superior store locations, extensive supplier resources, high brand recognition, and an experienced management team, noting their stability during the reporting period - The company's main stores are strategically located in prime commercial areas of Guangzhou and other cities in Guangdong Province, offering significant geographical advantages36 - The company has established strong long-term cooperative relationships with over 3,000 international and domestic well-known brand suppliers36 - As a leading department store chain in Guangdong Province, the company enjoys high brand recognition in Guangzhou and across the province36 - The company's experienced management team possesses deep insights into the department store industry, having established market-driven operating models and management systems37 3. Main Business Analysis This section analyzes the financial performance of the company's main business, showing significant declines in both operating revenue and costs, reduced selling, general, and administrative expenses, but a shift to negative net cash flow from operating activities due to decreased retail gross profit, increased prepayments, and higher taxes - During the reporting period, the company's main business revenue was 2.145 billion Yuan, a 29.63% decrease compared to the same period last year38 - During the reporting period, the company's main business cost was 1.728 billion Yuan, a 31.54% decrease compared to the same period last year38 - Net cash flow from operating activities was -141.86 million Yuan, a 192.38% decrease compared to the same period last year39 Overview This section summarizes the year-on-year changes and primary reasons for the company's main business revenue, costs, selling expenses, administrative expenses, financial expenses, and net cash flow from operating activities during the reporting period, indicating performance pressure - Main business revenue decreased by 29.63% year-on-year, primarily due to structural changes in the consumer market, impact from online retail models, and the exit of inefficient stores38 - Main business cost decreased by 31.54% year-on-year, primarily due to reduced sales revenue and changes in sales structure38 - Net cash flow from operating activities was -141.86 million Yuan, a 192.38% decrease year-on-year, mainly due to reduced retail gross profit, increased prepayments for goods, and higher payments for corporate income tax and value-added tax39 Key Financial Data Year-on-Year Changes This section presents a table detailing the year-on-year changes in the company's operating revenue, operating costs, various expenses, and net cash flow for the current reporting period compared to the same period last year, along with reasons for these changes - Company Key Financial Data Year-on-Year Changes | Indicator | Current Reporting Period (Yuan) | Prior Year Same Period (Yuan) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 2,247,926,961.69 | 3,172,631,469.41 | -29.15% | | | Operating Cost | 1,734,549,698.25 | 2,532,377,687.22 | -31.51% | Decreased due to reduced sales revenue and changes in structure | | Selling Expenses | 407,260,061.89 | 458,225,753.10 | -11.12% | | | Administrative Expenses | 64,436,978.68 | 65,992,430.22 | -2.36% | | | Financial Expenses | 14,167,570.34 | 25,915,472.89 | -45.33% | Borrowing interest expenses and lease liability interest amortization decreased year-on-year | | Income Tax Expense | -1,570,425.96 | 13,774,825.98 | -111.40% | Primarily decreased with total profit | | Net Cash Flow from Operating Activities | -141,857,620.96 | 153,563,541.03 | -192.38% | Primarily due to reduced retail gross profit, increased prepayments for goods, and higher payments for corporate income tax and value-added tax | | Net Cash Flow from Investing Activities | 598,813,510.42 | -261,528,047.57 | 328.97% | Primarily due to the recovery of matured time deposits and cessation of further investment in this period | | Net Cash Flow from Financing Activities | -965,561,322.16 | -231,508,942.34 | -317.07% | Primarily due to: 1. Reduced external borrowings after repaying bank loans in this period; 2. Reduced rental payments in this period | Composition of Operating Revenue This section discloses the composition of the company's operating revenue by industry, product, and region, indicating that commercial revenue remains the primary source but significantly declined year-on-year, with Guangzhou contributing the vast majority of revenue - Total operating revenue was 2.248 billion Yuan, a 29.15% decrease year-on-year42 - By industry, commercial revenue was 1.980 billion Yuan, accounting for 88.09% of operating revenue, a 31.12% decrease year-on-year42 - By region, Guangzhou City revenue was 2.231 billion Yuan, accounting for 99.25% of operating revenue, a 29.18% decrease year-on-year42 Industries, Products, or Regions Accounting for Over 10% of Company's Operating Revenue or Operating Profit This section details industries and regions contributing over 10% to the company's operating revenue or profit, showing that commercial and Guangzhou City are major sources, with commercial gross margin improving while other Guangdong cities' gross margin declined - Industries, Products, or Regions Accounting for Over 10% of Company's Operating Revenue or Operating Profit | | Operating Revenue (Yuan) | Operating Cost (Yuan) | Gross Margin | Operating Revenue YoY Change | Operating Cost YoY Change | Gross Margin YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | By Industry | | | | | | | | Commercial | 1,980,349,004.12 | 1,670,562,733.44 | 15.64% | -31.12% | -32.24% | 1.39% | | Leasing | 164,890,190.92 | 57,884,585.20 | 64.90% | -5.05% | -2.86% | -0.79% | | By Region | | | | | | | | Guangzhou City | 2,231,077,377.97 | 1,729,972,875.81 | 22.46% | -29.18% | -31.57% | 2.70% | | Other Cities in Guangdong Province | 16,849,583.72 | 4,576,822.44 | 72.84% | -24.24% | 2.85% | -7.15% | 4. Non-Core Business Analysis This section analyzes the impact of non-core businesses on total profit, indicating that fair value changes and investment income negatively affected total profit, while non-operating income and expenses also had some influence - Impact of Non-Core Business on Total Profit | Item | Amount (Yuan) | Proportion of Total Profit | Reason for Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | -3,357,819.35 | 20.07% | Income from associates and trading financial assets | Yes | | Gains/Losses from Changes in Fair Value | -13,631,094.14 | 81.49% | Fair value changes of trading financial assets | Yes | | Non-Operating Income | 702,136.47 | -4.20% | Primarily income from payables outstanding for over three years | No | | Non-Operating Expenses | 912,426.38 | -5.45% | Primarily store closure compensation expenses | No | 5. Analysis of Assets and Liabilities This section analyzes the composition and significant changes in the company's assets and liabilities at period-end, showing substantial reductions in monetary funds, short-term borrowings, and lease liabilities, with increased proportions of investment properties and fixed assets, reflecting adjustments in asset structure and financing - Total assets at period-end were 7.186 billion Yuan, a 21.11% decrease from the end of the previous year19 - Monetary funds at period-end were 1.807 billion Yuan, accounting for 25.15% of total assets, a 7.13% decrease from the end of the previous year46 - Short-term borrowings at period-end were 463.04 million Yuan, accounting for 6.44% of total assets, a 7.20% decrease from the end of the previous year46 - Lease liabilities at period-end were 830.08 million Yuan, accounting for 11.55% of total assets, a 3.48% decrease from the end of the previous year46 1. Significant Changes in Asset Composition This section details the comparison of the company's asset composition at period-end with the end of the previous year, showing a decrease in the proportion of monetary funds, right-of-use assets, and short-term borrowings, while accounts receivable, inventories, investment properties, and fixed assets increased - Significant Changes in Asset Composition | Item | Amount at End of Current Reporting Period (Yuan) | Proportion of Total Assets | Amount at End of Previous Year (Yuan) | Proportion of Total Assets | Change in Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 1,807,480,189.45 | 25.15% | 2,940,472,703.68 | 32.28% | -7.13% | | Accounts Receivable | 72,931,898.67 | 1.01% | 35,945,524.30 | 0.39% | 0.62% | | Inventories | 245,452,000.67 | 3.42% | 249,980,001.80 | 2.74% | 0.68% | | Investment Properties | 1,362,400,520.18 | 18.96% | 1,366,602,194.73 | 15.00% | 3.96% | | Fixed Assets | 863,519,887.53 | 12.02% | 899,817,045.09 | 9.88% | 2.14% | | Right-of-Use Assets | 851,763,733.39 | 11.85% | 1,480,503,635.98 | 16.25% | -4.40% | | Short-term Borrowings | 463,038,681.65 | 6.44% | 1,242,460,471.49 | 13.64% | -7.20% | | Lease Liabilities | 830,084,442.55 | 11.55% | 1,369,153,649.03 | 15.03% | -3.48% | 3. Assets and Liabilities Measured at Fair Value This section discloses the company's financial assets and liabilities measured at fair value at period-end, primarily including trading financial assets, other equity instrument investments, and other non-current financial assets, totaling 890.94 million Yuan - Total financial assets measured at fair value at period-end were 884.89 million Yuan, with total fair value change losses of -13.63 million Yuan for the current period48 - Trading financial assets had a period-end balance of 70.46 million Yuan, with fair value change gains of 608,162.96 Yuan for the current period48 - Other equity instrument investments had a period-end balance of 260.61 million Yuan, with cumulative fair value changes of 22.40 million Yuan recognized in equity48 - Other non-current financial assets had a period-end balance of 559.86 million Yuan, with fair value change losses of -14.24 million Yuan for the current period48 4. Asset Rights Restricted as of the End of the Reporting Period This section discloses the company's restricted asset rights as of the end of the reporting period, primarily 37.85 million Yuan in monetary funds, restricted due to bank acceptance bill guarantees - As of the end of the reporting period, the company's monetary funds with restricted ownership or use rights totaled 37.85 million Yuan50 - The primary reason for restriction was 36.51 million Yuan in bank acceptance bill guarantees50 6. Investment Analysis This section outlines the company's investment activities during the reporting period, primarily involving financial asset investments, including securities investments, with no significant equity investments, non-equity investments, or use of raised funds - The company had no use of raised funds during the reporting period55 - The company's securities investments primarily consist of fund investments, totaling 70.46 million Yuan at period-end53 4. Financial Asset Investments This section details the company's securities investments during the reporting period, primarily various fund investments, with a total fair value of 70.46 million Yuan at period-end, and discloses the fair value change gains/losses for the current period - The company's securities investments are primarily fund investments, with a total fair value of 70.46 million Yuan at period-end53 - Total fair value change gains from securities investments for the current reporting period were 608,162.96 Yuan53 - The company had no derivative investments during the reporting period54 8. Analysis of Major Holding and Participating Companies This section analyzes the company's major holding subsidiaries and participating companies that significantly impact its net profit (over 10%), including the financial data for Guangzhou Friendship Group Co., Ltd. and Guangzhou Xindaxin Co., Ltd - Guangzhou Friendship Group Co., Ltd. is a subsidiary with a registered capital of 100 million Yuan, total assets of 3.516 billion Yuan, and net profit of 15.75 million Yuan59 - Guangzhou Xindaxin Co., Ltd. is a subsidiary with a registered capital of 30 million Yuan, total assets of 235.40 million Yuan, and net profit of -5.91 million Yuan59 - The company did not acquire or dispose of any subsidiaries during the reporting period59 10. Risks Faced by the Company and Countermeasures This section identifies the company's risks related to changing consumer behavior and intensifying market competition, proposing countermeasures such as upgrading products and services, deepening digital transformation, expanding new business formats, and optimizing cost efficiency - The company faces risks from changing consumer preferences and consumption structures, which may pressure operating revenue growth and extend the cultivation period for new stores60 - The company will further upgrade products and services, enrich experiential elements, deepen supply-side structural reform, actively broaden marketing channels, and align with evolving consumer trends in market布局60 - The company faces risks from intensifying market competition, with increased rivalry between traditional physical retail and emerging formats like e-commerce, and heightened regional retail market competition60 - The company will continue to deepen regional development, enhance new technology applications, accelerate digital transformation and upgrading, expedite research into new business formats, and further optimize cost efficiency, strengthening budget control and expense management60 Corporate Governance, Environment, and Society 2. Profit Distribution and Capital Reserve to Share Capital Conversion for the Current Reporting Period This section discloses the company's profit distribution plan for the current reporting period, stating the decision not to distribute cash dividends, bonus shares, or convert capital reserves into share capital - The company plans not to distribute cash dividends for the half-year period64 - The company plans not to issue bonus shares64 - The company plans not to convert capital reserves into share capital64 5. Social Responsibility Performance This section details the company's active fulfillment of social responsibilities in the first half of 2025, particularly its significant achievements in rural revitalization, consumer assistance, and integrity building, earning multiple honors - In the first half of 2025, the company actively fulfilled its social responsibilities, especially in rural revitalization, by assisting rural development through various means such as consumer assistance, industrial cooperation, and party building initiatives66 - The company expanded lychee sales channels through online instant retail, offline exhibitions, live streaming, and union procurement, selling and purchasing over 30,000 catties of lychees, with online platforms and supermarket stores selling over 330,000 Yuan worth of lychees66 - The company deepened communication mechanisms with Hezhang County, Bijie City, precisely matching local needs and ensuring 200,000 Yuan in assistance funds were disbursed on time, providing solid financial support for proposed assistance projects66 - Guangbai Shares and Guangzhou Friendship were awarded the "Industry Leader Award" and "Excellence Quality Award" by the China Quality Certification Centre, and recognized as "2024 Guangzhou Consumer Assistance Active Participation Units" by the Guangzhou Municipal Bureau of Commerce and Guangzhou Municipal Cooperation Office67 Significant Events 1. Commitments Fulfilled by the Company's Actual Controller, Shareholders, Related Parties, Acquirers, and Other Committed Parties During the Reporting Period, and Commitments Overdue and Unfulfilled as of the End of the Reporting Period This section discloses that the performance commitments made by the performance guarantors (Guangzhou Guangshang Capital Management Co., Ltd. and Guangzhou Guangshang Xinshi Industrial Investment Fund Partnership) during the company's asset restructuring have been fulfilled, with a commitment period of three years - The performance guarantors committed that if the target company failed to achieve the cumulative net profit target during the performance commitment period, Guangshang Capital would prioritize compensating Guangbai Shares with the listed company shares it obtained through this transaction69 - Commitments made during the asset restructuring have been fulfilled69 - The commitment period was three years, starting from August 21, 202069 8. Litigation Matters This section discloses that the company had no significant litigation or arbitration matters during the reporting period, but other litigation matters, including concluded and unconcluded cases, totaled 44.44 million Yuan in involved amounts - The company had no significant litigation or arbitration matters during the current reporting period75 - Other Litigation Matters | Basic Information of Litigation (Arbitration) | Amount Involved (10,000 Yuan) | Provision for Liabilities Formed | Progress of Litigation (Arbitration) | Outcome and Impact of Litigation (Arbitration) | Execution Status of Litigation (Arbitration) Judgment | | :--- | :--- | :--- | :--- | :--- | :--- | | Summary of Concluded Litigation and Arbitration | 1,155.38 | No | Concluded | Concluded | Concluded | | Summary of Unconcluded Litigation and Arbitration | 3,288.31 | No | Under review | Under review | Under review | 11. Significant Related-Party Transactions This section discloses other significant related-party transactions during the reporting period, specifically the joint investment with China Duty Free Group Co., Ltd., Guangzhou Lingnan Group Holdings Co., Ltd., and Guangzhou Baiyun International Airport Co., Ltd. to establish China Duty Free City Duty Free Goods (Guangzhou) Co., Ltd - On May 16, 2025, the company's Seventh Board of Directors' Twenty-Second Meeting approved the "Proposal on Joint Investment to Establish Guangzhou City Duty Free Shop Co., Ltd. and Related-Party Transaction"84 - The company, China Duty Free Group Co., Ltd., Guangzhou Lingnan Group Holdings Co., Ltd., and Guangzhou Baiyun International Airport Co., Ltd. signed a "Joint Venture Contract for China Duty Free City Duty Free Goods (Guangzhou) Co., Ltd." to jointly invest in establishing China Duty Free City Duty Free Goods (Guangzhou) Co., Ltd84 - The company invested 8.775 million Yuan of its own funds, accounting for 19.50% of the registered capital84 12. Major Contracts and Their Performance This section discloses the company's entrustment and leasing matters during the reporting period, including entrusted operation and management of Guangzhou Women and Children's Products Co., Ltd. and Guangzhou 8-Character Chain Store Co., Ltd., as well as two leasing projects that generated profits exceeding 10% of total profit - On January 1, 2025, the company signed an "Entrustment Agreement" with Lingnan Group and Guangzhou Women and Children's Products Co., Ltd., entrusting the company to operate and manage Guangzhou Women and Children's Products Co., Ltd. for a term from January 1, 2025, to December 31, 2025, with a monthly entrustment fee of 10,000 Yuan87 - On February 27, 2025, the company signed a "Management Entrustment Agreement" with Guangzhou Grain Group Co., Ltd. and Guangzhou 8-Character Chain Store Co., Ltd., entrusting the company to operate and manage Guangzhou 8-Character Chain Store Co., Ltd. for a three-year term, with a management fee calculated as 120,000 Yuan per year or 0.0008% of annual operating revenue, whichever is higher87 - Leasing Projects Generating Profit Exceeding 10% of the Company's Total Profit for the Reporting Period | Lessor Name | Lessee Name | Leased Asset Information | Lease Start Date | Lease End Date | Lease Income (10,000 Yuan) | Impact of Lease Income on Company | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Guangzhou Friendship Property Management Co., Ltd. | Property at 1 Sanhang Road, New China Building, 1st to 3rd Floor, Guangzhou City | Buildings | September 16, 2011 | March 31, 2025 | 2,577.22 | Accounts for 154.07% of the company's total profit (absolute value) for the reporting period | | Guangzhou Guangbai Co., Ltd. | Lease Contract | Buildings | April 01, 2025 | October 15, 2026 | 2,482.64 | Accounts for 148.41% of the company's total profit (absolute value) for the reporting period | 13. Explanation of Other Significant Matters This section details the company's repurchase and cancellation of compensation shares and receipt of cash dividends due to Guangzhou Friendship's failure to meet its 2024 performance commitment from a major asset restructuring, confirming the compensation plan's fulfillment - The company repurchased and canceled 3,144,299 shares of Lingnan Capital's compensation shares due to Guangzhou Friendship's failure to meet its 2024 performance commitment from a major asset restructuring96 - The company received 1,509,263.52 Yuan in cash dividends that Lingnan Capital should return from its compensation shares obtained during the company's 2021, 2023, and 2024 profit distributions97 - The 3,144,299 compensation shares from Lingnan Capital were repurchased and canceled by the company at a total price of 1 Yuan, with the share repurchase and cancellation procedures completed on July 1, 2025, fulfilling the compensation plan97 Share Changes and Shareholder Information 1. Share Change Information This section discloses that during the reporting period, the company's share repurchase and cancellation due to performance commitment compensation resulted in a decrease in state-owned legal person shares and an increase in other domestic shares, while the total number of shares remained unchanged - Share Change Information | | Number Before This Change (Shares) | Proportion Before This Change | Change (Increase/Decrease) Subtotal (Shares) | Number After This Change (Shares) | Proportion After This Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 186,927,966 | 26.55% | 0 | 186,927,966 | 26.55% | | 2. State-owned Legal Person Shares | 123,878,934 | 17.60% | -3,144,299 | 120,734,635 | 17.15% | | 3. Other Domestic Shares | 63,049,032 | 8.96% | 3,144,299 | 66,193,331 | 9.40% | | III. Total Shares | 704,038,932 | 100.00% | 0 | 704,038,932 | 100.00% | - The reason for share changes was the company's repurchase and cancellation of compensation shares due to Guangzhou Friendship's failure to meet its 2024 performance commitment from a major asset restructuring102 - On June 30, 2025, the company completed the transfer procedures for the repurchase of 3,144,299 compensation shares from Lingnan Capital at a total price of 1.00 Yuan at the Shenzhen Branch of China Securities Depository and Clearing Corporation Limited105 3. Company Shareholder Numbers and Shareholding This section details the total number of common shareholders at the end of the reporting period and the shareholding of the top ten shareholders, including their related-party relationships, indicating Guangzhou Lingnan Business Travel Investment Group Co., Ltd. and its concerted parties as the controlling shareholders - Total number of common shareholders at the end of the reporting period was 40,095106 - Shareholding of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Proportion | Number of Shares Held at End of Reporting Period (Shares) | Change in Shares During Reporting Period (Shares) | | :--- | :--- | :--- | :--- | :--- | | Guangzhou Lingnan Business Travel Investment Group Co., Ltd. | State-owned Legal Person | 28.41% | 200,025,169.00 | 0 | | Guangzhou Lingnan Capital Management Co., Ltd. | State-owned Legal Person | 17.15% | 120,734,635.00 | -3,144,299.00 | | Guangzhou Commercial Trade Industrial Investment Fund Management Co., Ltd. - Guangzhou Guangshang Xinshi Industrial Investment Fund Partnership (Limited Partnership) | Other | 8.96% | 63,049,032.00 | 0 | | BOC Financial Asset Investment Co., Ltd. | State-owned Legal Person | 5.97% | 42,042,932.00 | -21,006,100.00 | - Among the above shareholders, Guangzhou Lingnan Business Travel Investment Group Co., Ltd., Guangzhou Lingnan Capital Management Co., Ltd., Guangzhou Commercial Trade Industrial Investment Fund Management Co., Ltd. - Guangzhou Guangshang Xinshi Industrial Investment Fund Partnership (Limited Partnership), and Guangzhou Lingnan Group Holdings Co., Ltd. are concerted parties107 Bond-Related Information Bond-Related Information This section provides information regarding the company's bonds, if any, and their relevant details Financial Report 2. Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the first half of 2025, directly reflecting its financial position and operating results - Consolidated total assets: 7.186 billion Yuan, total liabilities: 3.126 billion Yuan, total owners' equity: 4.060 billion Yuan118119 - Consolidated total operating revenue: 2.248 billion Yuan, net profit: -15.16 million Yuan, net profit attributable to parent company shareholders: -15.35 million Yuan125127 - Consolidated net cash flow from operating activities: -141.86 million Yuan, net cash flow from investing activities: 598.81 million Yuan, net cash flow from financing activities: -965.56 million Yuan130 1. Consolidated Balance Sheet This section details the company's consolidated assets, liabilities, and owners' equity as of June 30, 2025, reflecting its financial position at period-end, with significant reductions in both current assets and current liabilities - Consolidated total assets: 7.186 billion Yuan118 - Consolidated total liabilities: 3.126 billion Yuan119 - Total owners' equity attributable to the parent company: 4.045 billion Yuan119 - Monetary funds at period-end were 1.807 billion Yuan, a significant decrease from 2.940 billion Yuan at the beginning of the period117 - Short-term borrowings at period-end were 463.04 million Yuan, a significant decrease from 1.242 billion Yuan at the beginning of the period119 3. Consolidated Income Statement This section details the company's consolidated profit for the first half of 2025, showing significant declines in both total operating revenue and total operating costs, with the company shifting from profit to loss, resulting in negative net profit and net profit attributable to parent company shareholders - Total operating revenue: 2.248 billion Yuan125 - Total operating costs: 2.256 billion Yuan125 - Total profit: -16.73 million Yuan127 - Net profit: -15.16 million Yuan127 - Net profit attributable to parent company shareholders: -15.35 million Yuan127 - Basic and diluted earnings per share were both -0.02 Yuan/share127 5. Consolidated Cash Flow Statement This section details the company's consolidated cash flow for the first half of 2025, showing a shift from positive to negative net cash flow from operating activities, significant outflows from financing activities, a shift from negative to positive net cash flow from investing activities, and a substantial decrease in cash and cash equivalents at period-end - Net cash flow from operating activities: -141.86 million Yuan130 - Net cash flow from investing activities: 598.81 million Yuan130 - Net cash flow from financing activities: -965.56 million Yuan130 - Net increase in cash and cash equivalents: -508.61 million Yuan130 - Cash and cash equivalents at period-end: 381.43 million Yuan130 7. Consolidated Statement of Changes in Owners' Equity This section details the company's consolidated owners' equity changes for the first half of 2025, showing a slight decrease in total owners' equity attributable to the parent company, primarily due to net profit losses and an increase in treasury stock - Total owners' equity attributable to the parent company at period-end was 4.045 billion Yuan, compared to 4.071 billion Yuan at the beginning of the period119 - Total comprehensive income for the current period was 1.66 million Yuan125 - Treasury stock increased by 25.25 million Yuan in the current period133 - Undistributed profits decreased by 45.67 million Yuan in the current period133 3. Company Basic Information This section introduces Guangzhou Guangbai Co., Ltd.'s establishment background, listing information, registered capital, registered address, headquarters address, main business activities, and its parent company and ultimate actual controller - The company was listed on the Shenzhen Stock Exchange on November 22, 2007, with stock code 002187145 - As of June 30, 2025, the company's total issued share capital was 704,038,932 shares, with a registered capital of 704,038,932.00 Yuan145 - Main business activities: operating in the department store retail industry, primarily engaged in department store retail, wholesale, and property leasing services148 - The company's parent company is Guangzhou Lingnan Business Travel Investment Group Co., Ltd., and its ultimate actual controller is the Guangzhou Municipal People's Government State-owned Assets Supervision and Administration Commission149 5. Significant Accounting Policies and Estimates This section outlines the enterprise accounting standards followed in preparing the company's financial statements and highlights specific accounting policies and estimates for financial instruments, inventories, investment properties, fixed assets, intangible asset amortization, and revenue recognition - These financial statements are prepared in accordance with the Enterprise Accounting Standards issued by the Ministry of Finance, their application guidelines, interpretations, and other relevant regulations151 - These financial statements are presented on a going concern basis, with accounting based on the accrual basis152 - The company determines its accounting policies for financial instrument expected credit loss recognition, inventory valuation, investment property measurement model, fixed asset depreciation, intangible asset amortization, and revenue recognition based on its production and operation characteristics153 9. Financial Instruments This section details the company's accounting policies for the recognition, derecognition, classification, measurement, derivative financial instruments, fair value determination, and impairment of financial instruments, including methods for measuring expected credit losses and criteria for assessing significant increases in credit risk - At initial recognition, the company classifies financial assets into three categories: measured at amortized cost, measured at fair value through other comprehensive income, and measured at fair value through profit or loss, based on the business model for managing financial assets and the contractual cash flow characteristics of the financial assets175 - The company's financial liabilities are classified at initial recognition as: financial liabilities measured at fair value through profit or loss, and financial liabilities measured at amortized cost181 - The company performs impairment accounting and recognizes loss provisions for receivables such as notes receivable, accounts receivable, and contract assets, based on expected credit losses190193 - If overdue for more than 30 days, the company determines that the credit risk of the financial instrument has significantly increased201 10. Inventories This section outlines the company's policies for inventory classification, recognition, issuance valuation methods, criteria for determining and accruing inventory impairment provisions, inventory system, and amortization methods for low-value consumables - The company's inventories are classified into raw materials, low-value consumables, merchandise inventory, and consigned processing materials210 - The company uses the retail price method for retail merchandise accounting; individual costing method for self-operated gold; first-in, first-out method for wholesale merchandise inventory issuance; and first-in, first-out method for e-commerce merchandise inventory issuance212 - At the balance sheet date, inventories are measured at the lower of cost and net realizable value; when net realizable value is below cost, an inventory impairment provision is accrued213215 - The company adopts the perpetual inventory system217 23. Revenue This section details the company's accounting policies for revenue recognition and measurement, including general principles, timing of performance obligation fulfillment, indicators of customer control transfer, and specific revenue recognition methods for consignment sales, direct purchase sales, property leasing, advance receipts, and e-commerce - The company recognizes revenue when it fulfills its performance obligations in the contract, i.e., when the customer obtains control of the related goods or services269 - Consignment sales: The company recognizes revenue when goods are sold and payment or payment vouchers are received, acting as an agent and recognizing revenue on a net basis278 - Direct purchase sales: The company recognizes revenue when goods are sold and payment or payment vouchers are received, acting as the principal and recognizing revenue based on the total consideration received or receivable from the customer279280 - E-commerce business revenue: The company recognizes operating revenue and operating costs after the agreed return period expires282 26. Leases This section details the company's accounting treatment for leases as a lessee and lessor, including initial and subsequent measurement of right-of-use assets and lease liabilities, simplified treatment for short-term and low-value asset leases, lease modifications, and classification and revenue recognition for finance and operating leases - As a lessee, at the commencement date of the lease term, the company recognizes the right to use the leased asset over the lease term as a right-of-use asset and the present value of unpaid lease payments as a lease liability291 - The company recognizes lease payments for short-term leases and leases of low-value assets as relevant asset costs or current profit or loss on a straight-line basis over the lease term295297 - As a lessor, the company classifies leases that substantially transfer all the risks and rewards incidental to ownership of an asset as finance leases, and all other leases as operating leases301 - For operating leases, the company recognizes rental income as current profit or loss on a straight-line basis or another more systematic and rational method over the lease term304 7. Notes to Consolidated Financial Statement Items This section provides detailed notes for each item in the company's consolidated financial statements, including monetary funds, accounts receivable, inventories, investment properties, fixed assets, short-term borrowings, contract liabilities, share capital, capital reserves, undistributed profits, operating revenue and costs, financial expenses, and cash flows, offering specific data to understand the company's financial position and operating results - Restricted monetary funds at period-end totaled 37.85 million Yuan, primarily for bank acceptance bill guarantees320 - Accounts receivable at period-end had a book balance of 77.92 million Yuan, with bad debt provisions of 4.99 million Yuan327 - Inventories at period-end had a book value of 245.45 million Yuan, with inventory impairment provisions of 1.68 million Yuan366 - Investment properties at period-end had a book value of 1.362 billion Yuan379 - Fixed assets at period-end had a book value of 863.52 million Yuan385 - Short-term borrowings at period-end totaled 463.04 million Yuan, a significant decrease from the beginning of the period412 - Contract liabilities at period-end totaled 550.05 million Yuan, primarily for advance receipts for integral cards424 - Operating revenue was 2.248 billion Yuan, and operating costs were 1.735 billion Yuan458 - Financial expenses were 14.17 million Yuan, a 45.33% decrease from the previous period470 1. Monetary Funds This section discloses the composition of the company's monetary funds at period-end, including cash on hand, bank deposits, and other monetary funds, detailing restricted monetary funds, primarily for bank acceptance bill guarantees - Total monetary funds at period-end were 1.807 billion Yuan, a decrease from 2.940 billion Yuan at the beginning of the period320 - Restricted monetary funds at period-end totaled 37.85 million Yuan320 - Restricted monetary funds were primarily 36.51 million Yuan for bank acceptance bill guarantees320 3. Accounts Receivable This section details the company's accounts receivable by aging, bad debt provision methods, and period-end balance, showing an increase in total accounts receivable and provisions for bad debts both individually and by portfolio - The book balance of accounts receivable at period-end was 77.92 million Yuan, an increase from 41.00 million Yuan at the beginning of the period325 - Total bad debt provisions at period-end were 4.99 million Yuan, with a provision rate of 6.40%327 - Accounts receivable for which bad debt provisions were individually accrued totaled 3.42 million Yuan, with a provision rate of 100.00%327 - Actual write-offs of accounts receivable for the current period totaled 75,351.44 Yuan336 4. Other Receivables This section discloses the nature of the company's other receivables, aging, bad debt provision methods, and period-end balance, showing a slight decrease in total other receivables and provisions for bad debts both individually and by portfolio - The book balance of other receivables at period-end was 108.94 million Yuan, a slight decrease from 109.80 million Yuan at the beginning of the period343345 - Total bad debt provisions at period-end were 5.24 million Yuan, with a provision rate of 4.81%348 - Other receivables for which bad debt provisions were individually accrued totaled 4.13 million Yuan, with a provision rate of 100.00%348 - Actual write-offs of other receivables for the current period totaled 12,407.00 Yuan358 11. Investment Properties This section discloses the company's investment properties measured using the cost model, including houses, buildings, and land use rights, along with their period-end book original value, accumulated depreciation and amortization, and investment properties for which property certificates have not been obtained - Total book original value of investment properties at period-end was 2.004 billion Yuan378 - Total accumulated depreciation and amortization at period-end was 641.48 million Yuan379 - Total book value at period-end was 1.362 billion Yuan379 - The increase for the current period was 94.36 million Yuan, primarily due to transfers from inventories, fixed assets, and construction in progress378 - Investment properties for which property certificates have not been obtained had a total book value of 81.35 million Yuan381 12. Fixed Assets This section discloses the company's fixed assets at period-end, including their composition, book original value, accumulated depreciation, and book value, as well as temporarily idle fixed assets and those for which property certificates have not been obtained - Total book original value of fixed assets at period-end was 2.002 billion Yuan384 - Total accumulated depreciation at period-end was 1.139 billion Yuan384 - Total book value at period-end was 863.52 million Yuan385 - Fixed assets increased by 80.55 million Yuan in the current period, primarily due to purchases and transfers from investment properties384 - Fixed assets for which property certificates have not been obtained had a total book value of 155.03 million Yuan389 14. Right-of-Use Assets This section discloses the company's right-of-use assets at period-end, including their book original value, accumulated depreciation, and book value, primarily consisting of houses and buildings, with a decrease in right-of-use assets during the current period - Total book original value of right-of-use assets at period-end was 2.272 billion Yuan395 - Total accumulated depreciation at period-end was 1.421 billion Yuan395 - Total book value at period-end was 851.76 million Yuan, a decrease from 1.481 billion Yuan at the beginning of the period396 - Right-of-use assets decreased by 529.04 million Yuan in the current period, primarily due to disposals395 17. Deferred Income Tax Assets/Deferred Income Tax Liabilities This section discloses the company's unoffset deferred income tax assets and liabilities at period-end, as well as unrecognized deferred income tax assets, reflecting the impact of temporary differences on future income tax - Total unoffset deferred income tax assets at period-end were 482.79 million Yuan403 - Total unoffset deferred income tax liabilities at period-end were 282.55 million Yuan405 - Total unrecognized deferred income tax assets were 60.76 million Yuan407 - Deferred income tax assets primarily arose from lease liabilities, deductible losses, and redeemable member points403 - Deferred income tax liabilities primarily arose from right-of-use assets and fair value changes of other equity instrument investments405 20. Short-term Borrowings This section discloses the classification of the company's short-term borrowings at period-end, all of which are credit borrowings and have significantly decreased from the beginning of the period - Total short-term borrowings at period-end were 463.04 million Yuan412 - All borrowings were credit borrowings412 - Short-term borrowings significantly decreased from 1.242 billion Yuan at the beginning of the period412 25. Contract Liabilities This section discloses the composition of the company's contract liabilities at perio
广百股份(002187) - 2025 Q2 - 季度财报