Section I Important Notice, Table of Contents and Definitions Important Notice The board guarantees report accuracy, cautions on forward-looking statements, and confirms no dividend distribution. - The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content, with no false records, misleading statements, or major omissions3 - The company's responsible person, head of accounting, and head of accounting department declare the financial report is true, accurate, and complete3 - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for this half-year period4 Catalogue of Reference Documents Reference documents for the period include signed financial statements and original company disclosures published in 'Securities Times'. - Reference documents include financial statements signed and sealed by the legal representative, head of accounting, and head of accounting department8 - Reference documents also include originals of all company documents and announcements disclosed in 'Securities Times' during the reporting period8 Definitions This section defines key terms, including company specifics, reporting period, currency, and relevant technologies like holographic projection, AR, AI, and AIGC. - “Fengshang Culture” refers to Fengshang Culture Group Co., Ltd., formerly known as Beijing Fengshang Century Culture Media Co., Ltd. and Beijing Fengshang Culture Media Group Co., Ltd9 - “Reporting Period” refers to the first half of 20259 - “Holographic Projection” refers to the technology that records and reproduces real three-dimensional images of objects using the principle of interference, extended to commercial activities such as stage performances and exhibitions9 - “AIGC” refers to various types of content automatically generated by artificial intelligence technology, including text, images, audio, and video9 Section II Company Profile and Key Financial Indicators I. Company Profile Fengshang Culture Group Co., Ltd. is listed on the Shenzhen Stock Exchange under stock code 300860, with Sha Xiaolan as its legal representative. Company Basic Information | Metric | Content | | :--- | :--- | | Stock Abbreviation | Fengshang Culture | | Stock Code | 300860 | | Stock Exchange | Shenzhen Stock Exchange | | Company's Chinese Name | Fengshang Culture Group Co., Ltd. | | Legal Representative | Sha Xiaolan | II. Contact Person and Contact Information The company's Board Secretary is Li Yong and Securities Affairs Representative is Cong Jiazhi, both located at 16th Floor, Tower A, Gehua Building, No. 1 Qinglong Hutong, Dongcheng District, Beijing, with provided contact details. Contact Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Li Yong | 16th Floor, Tower A, Gehua Building, No. 1 Qinglong Hutong, Dongcheng District, Beijing | (Office) 010-56316555 (Investor Hotline) 010-56316566 | 010-56316556 | fssj@fssjart.com | | Securities Affairs Representative | Cong Jiazhi | 16th Floor, Tower A, Gehua Building, No. 1 Qinglong Hutong, Dongcheng District, Beijing | (Office) 010-56316555 (Investor Hotline) 010-56316566 | 010-56316556 | fssj@fssjart.com | III. Other Information During the reporting period, there were no changes in the company's contact information, information disclosure, or registration status, with details available in the 2024 annual report. - The company's registered address, office address, postal code, website, and email address remained unchanged during the reporting period13 - Information disclosure and storage locations remained unchanged during the reporting period14 - The company's registration status remained unchanged during the reporting period15 IV. Key Accounting Data and Financial Indicators The company saw slight revenue decline, significant drops in net profit and operating cash flow, and reduced total and net assets during the reporting period. Key Accounting Data and Financial Indicators (Year-on-Year) | Metric | Current Period (RMB) | Prior Year Period (RMB) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 190,614,121.78 | 194,084,600.95 | -1.79% | | Net Profit Attributable to Shareholders of Listed Company | 13,459,374.59 | 20,257,439.40 | -33.56% | | Net Profit Attributable to Shareholders of Listed Company After Non-Recurring Items | -8,367,947.23 | -492,259.45 | -1,599.91% | | Net Cash Flow from Operating Activities | -59,521,680.61 | 23,605,378.84 | -352.15% | | Basic Earnings Per Share (RMB/share) | 0.07 | 0.11 | -36.36% | | Diluted Earnings Per Share (RMB/share) | 0.07 | 0.11 | -36.36% | | Weighted Average Return on Net Assets | 0.42% | 0.62% | -0.20% | | Period-End Metric | Current Period End (RMB) | Prior Year End (RMB) | Period-End vs. Prior Year End Change | | Total Assets | 3,472,590,727.51 | 3,670,308,283.68 | -5.39% | | Net Assets Attributable to Shareholders of Listed Company | 3,153,031,441.40 | 3,185,225,277.47 | -1.01% | V. Differences in Accounting Data Under Domestic and Overseas Accounting Standards During the reporting period, the company reported no differences in net profit and net assets between financial statements prepared under international or overseas accounting standards and those under Chinese accounting standards. - The company's reporting period shows no differences in net profit and net assets between financial reports disclosed under international accounting standards and Chinese accounting standards17 - The company's reporting period shows no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese accounting standards18 VI. Non-Recurring Gains and Losses and Amounts During the reporting period, the company's total non-recurring gains and losses amounted to RMB 21,827,321.82, primarily from fair value changes and investment income from the disposal of trading financial assets, as well as government subsidies. Non-Recurring Gains and Losses and Amounts | Item | Amount (RMB) | Explanation | | :--- | :--- | :--- | | Gains and losses from disposal of non-current assets | 104,545.32 | | | Government subsidies recognized in current profit or loss | 2,398,335.32 | | | Gains and losses from changes in fair value of financial assets and liabilities held by non-financial enterprises, and gains and losses from disposal of financial assets and liabilities | 23,535,748.17 | Fair value changes and investment income from disposal of trading financial assets | | Other non-operating income and expenses apart from the above | -49,977.87 | | | Less: Income tax impact | 3,600,673.53 | | | Impact on minority interests (after tax) | 560,655.59 | | | Total | 21,827,321.82 | | - The company has no other profit or loss items that meet the definition of non-recurring gains and losses, nor does it classify non-recurring gains and losses as recurring gains and losses21 Section III Management Discussion and Analysis I. Company's Main Business Activities During the Reporting Period Revenue and profit declined, but assets remained high; C-end market expansion with cultural tourism IPs improved stability. (I) Key Operating Performance During the Reporting Period Operating revenue decreased by 1.79% to RMB 190.61 million, with profit declines, yet C-end market expansion showed growth momentum. Report Period Key Operating Data | Metric | Amount (RMB 10,000) | YoY Change | | :--- | :--- | :--- | | Operating Revenue | 19,061.41 | -1.79% | | Total Profit | 1,707.74 | -37.19% | | Net Profit Attributable to Shareholders of Listed Company | 1,345.94 | -33.56% | | Total Assets (Period-End) | 347,259.07 | -5.39% | | Net Assets Attributable to Shareholders of Listed Company (Period-End) | 315,303.14 | -1.01% | - The company's large-scale cultural performance projects and cultural tourism performance projects have cycles of 6-12 months and 12-24 months, respectively23 - The company leverages its B-end large-project experience and brand influence to actively expand into the C-end market, creating unique cultural IP images or stories23 1. Steady Sales Expansion The company secured RMB 52.59 million in new contracts for cultural tourism and winter sports events, with total outstanding orders reaching RMB 247.18 million by June 30, 2025, and an additional RMB 44 million project in August. - The company implemented a sales policy of "market penetration for large-scale cultural performance activities and further extension of the cultural tourism performance industry chain, shifting from passive waiting to active outreach"24 - During the reporting period, the company won and signed contracts for the opening and closing ceremonies of the First Winter Games of Shaanxi Province and the Zhengzhou Fangdingyi Cultural Tourism Performance Project, with a cumulative contract value of RMB 52.59 million24 Company Outstanding Orders as of June 30, 2025 | Project Type | Amount (RMB 10,000) | Project Cycle | | :--- | :--- | :--- | | Large-scale Cultural Performances | 4,899.00 | Approx. 6-12 months | | Cultural Tourism Performances | 19,819.29 | Approx. 12-24 months | | Total | 24,718.29 | — | - In August 2025, the company successfully won the Xiangyang Ancient City Performance Creative Planning and Design Project, valued at RMB 44 million24 2. Stable Growth in Large-Scale Cultural Performance Business In the first half of 2025, the cultural industry grew steadily, with the company's large-scale cultural performance business revenue reaching RMB 86.19 million, a 116.66% year-on-year increase, driven by successful projects like the 9th Asian Winter Games opening and closing ceremonies. - In the first half of 2025, cultural enterprises achieved operating revenue of RMB 7,129.2 billion, a year-on-year increase of 7.4%25 - During the reporting period, the company achieved operating revenue of RMB 86.19 million from large-scale cultural performance activities, a year-on-year increase of 116.66%26 - The company successfully completed large-scale cultural performance projects, including the opening and closing ceremonies of the 9th Asian Winter Games, showcasing "Asian style, Chinese grandeur, Heilongjiang characteristics, and Harbin charm" through technology and creative innovation26 3. Diversified Demand in Cultural Tourism Performance Market, Building an IP Matrix As cultural consumption shifts towards "experiential" and "creative" models, the cultural tourism performance market is diversifying, with the company's revenue in this segment decreasing by 35.01% to RMB 99.06 million, while it continues to innovate "digital performances" and build a "sea-land-air" IP matrix, launching successful new IPs like "A Dream of Datong". - During the reporting period, the company's cultural tourism performance business operating revenue was RMB 99.06 million, a year-on-year decrease of 35.01%28 - The company continues to explore the innovative boundaries of "digital performances," building a three-dimensional performance IP matrix spanning "sea, land, and air"28 - The new cultural tourism performance IP "A Dream of Datong," creatively produced by Fengshang Culture, had a successful debut with tickets quickly selling out and social media topic views exceeding ten million28 4. C-End Business Flourishes with Multiple Hot-Selling Products The domestic tourism market strongly recovered in the first half of 2025, leading to strong performance in the company's C-end business, with projects like Shanghai "Sky632" seeing a 24.84% increase in visitors and others gaining market recognition, which helps reduce accounts receivable pressure and enhance business stability. - In the first half of 2025, domestic residents made 3.285 billion trips, a year-on-year increase of 20.6%; travel expenses amounted to RMB 3.15 trillion, a year-on-year increase of 15.2%29 - Shanghai "Sky632" received nearly 5,000 visitors per day during the May Day holiday, a year-on-year increase of 24.84%29 - "Xianghu·Yayun" successfully premiered its 2025 performance season, creating a visual feast of "Oriental aesthetics + traditional culture + technology empowerment"30 - "Sea of Qingdao" was recognized as one of the "2025 Top Ten Internet-Famous Check-in Spots in Qingdao," and "Time Travel" immersive VR experience center earned a reputation as a "must-visit time-traveling adventure"31 - The expansion of C-end business will alleviate accounts receivable pressure and enhance overall business stability, becoming a key focus for the company's business development32 (II) Main Business and Products The company primarily offers creative design and production services for large-scale cultural performances, cultural tourism performances, landscape art lighting and performances, and virtual performance products, while gradually building and operating core cultural tourism IP content to transition from B-end to C-end business. - Creative design and production services for large-scale cultural performance activities: Combining artistic pursuit with cultural technology to provide creative design and on-site production services35 - Creative design and production services for cultural tourism performances: Providing services for live-action tourism performances, theme park tourism performances, and transitioning to self-operated cultural tourism products35 - Creative design and production services for virtual performance products: Leveraging AI large models and 3D cultural tourism/stage art materials to achieve efficient conversion from data resources to creative content, promoting intelligent and scenario-based digital performances36 - Comprehensive services for cultural tourism core IP content building and operation: Gradually creating core cultural tourism IP content for C-end consumers to enhance business stability, with operated projects including Shanghai Tower "Sky632 Art Space" and "Xianghu·Yayun"3637 (III) Company's Competitive Position in the Industry As a leading "performance technology" enterprise, the company has successfully delivered numerous national and international major projects, earning recognition as a national cultural industry demonstration base, and holds a leading position in the high-end cultural creative market through its "creativity + technology" integration, while the industry's high-end market consolidation favors strong brands. - The company has successfully created a series of influential major projects, including the opening and closing ceremonies of the 9th Asian Winter Games, the 19th Asian Games in Hangzhou, and lighting design for the Beijing Winter Olympics opening and closing ceremonies38 - The company was selected as one of the first national cultural industry demonstration bases and cultural and technology integration demonstration bases, committed to developing "performance technology"39 - Competition in the high-end cultural creative market requires excellent creative design advantages and extensive experience in major projects, with the market generally showing a trend towards concentration among leading brand enterprises40 II. Core Competitiveness Analysis The company's core competitiveness stems from its creative design, extensive major project experience, strong brand influence, high-caliber team, comprehensive service model, and digital empowerment, ensuring its leading position and sustained growth in the cultural creative industry. (I) Creative and Design Advantages The company boasts an experienced creative design team capable of understanding client needs, integrating cutting-edge technologies like holographic projection and virtual reality into cultural contexts, ensuring unique and artistic works, and maintaining an effective creative mechanism and project organization process. - The company has multiple experienced creative design personnel, and the team possesses rich creative inspiration and project experience, enabling them to accurately and quickly grasp client needs41 - The company applies cutting-edge technologies such as holographic projection, composite structure projection, virtual reality, and augmented reality real-time interaction to cultural contexts41 - The company has developed an effective creative mechanism, project organization process, and knowledge management system to ensure continuous improvement in creative design capabilities41 (II) Advantages of Extensive Major Project Experience Leveraging its creative design capabilities and brand recognition, the company has participated in numerous national major projects, accumulating extensive experience and high-quality client resources, thereby enhancing its creative design capabilities and market competitiveness. - The company has participated in a series of influential major projects, including large-scale cultural celebrations, opening and closing ceremonies of sports events, and television variety shows42 - Undertaking national major projects is an acknowledgment of the company's comprehensive strength, as these projects have high thresholds and require ensuring creativity and safety42 - Extensive experience in major projects has enhanced the company's creative design capabilities and brand influence, maintaining its advantageous position in market competition42 (III) Brand Advantage The company has built a strong reputation in the industry through its excellent creative design, production capabilities, and quality services, establishing the "Fengshang Culture" brand, which aids in securing orders, improving pricing power, controlling costs, and attracting talent. - The company's excellent creative design and production capabilities, along with its high-quality service level, have been highly recognized by clients, building a strong reputation in the industry43 - The brand recognition and influence of "Fengshang Culture" help the company improve its order acquisition ability and bargaining power, control procurement costs, enhance customer loyalty, and attract talent43 (IV) Team and Talent Advantages The company's management team possesses deep industry background and experience, supported by efficient internal management systems and a high-caliber, professional, innovative, versatile, and collaborative talent pool capable of executing multiple large-scale projects simultaneously, thereby boosting operational efficiency and overall competitiveness. - The company's management team possesses years of industry professional background and rich enterprise management experience, with a deep understanding of industry development45 - The company has a high-level, professional design team with outstanding creative design capabilities and an experienced, technically skilled production team45 - The company's team has established a complete division of labor system and work processes, capable of executing multiple large-scale projects simultaneously, improving operational efficiency and reducing operating costs45 (V) Full-Process Service Business Model Advantage The company offers a comprehensive "creative planning + solution design + equipment leasing and sales + project production + after-sales service" solution, enabling flexible response to client needs, ensuring creative effectiveness, and enhancing service value, expanding client base, and strengthening client loyalty. - The company provides a full-process solution encompassing "creative planning + solution design + equipment leasing and sales + project production + after-sales service"46 - This model fully leverages the company's creative design capabilities and resource integration abilities, allowing for flexible secondary design and development, and reducing client coordination costs46 - Diversified services effectively increase service added value, expand the client base, and enhance client loyalty46 (VI) Digital Empowerment Technology Application Advantage The company actively embraces cutting-edge technologies, integrating AI, digital humans, AR, 3D dual-wire systems, naked-eye 3D visual effects, and pioneering low-altitude drone flight performances into its creative chain, driving the cultural industry towards intelligence and scenario-based applications, and consistently delivering high-quality cultural products. - The company actively embraces cutting-edge technologies, applying the latest advancements such as AI and digital humans to virtual performance products, and heavily investing in R&D46 - The company has accumulated a vast amount of 3D cultural tourism and stage art materials, leveraging AI large models to achieve efficient conversion from data resources to creative content46 - The company pioneered the introduction of low-altitude drone flight performances and is fully engaged in practical applications based on technologies such as AIGC and spatial computing46 III. Main Business Analysis During the reporting period, the company's main business operating revenue slightly decreased, while operating costs and selling expenses increased, leading to a significant reduction in income tax expense. Large-scale cultural performance revenue grew substantially with improved gross margin, but cultural tourism performance revenue and its gross margin declined. Overview For an overview of the main business, please refer to the relevant content in "I. Company's Main Business Activities During the Reporting Period". - For an overview of the main business, please refer to the relevant content in "I. Company's Main Business Activities During the Reporting Period"47 Year-on-Year Changes in Key Financial Data During the reporting period, the company's operating revenue slightly decreased by 1.79%, while operating costs and selling expenses increased by 13.27% and 33.28%, respectively. Income tax expense significantly dropped by 58.35% due to reduced profit, and net cash flow from operating activities turned negative, primarily impacted by project settlement cycles. Year-on-Year Changes in Key Financial Data | Metric | Current Period (RMB) | Prior Year Period (RMB) | YoY Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 190,614,121.78 | 194,084,600.95 | -1.79% | | | Operating Cost | 142,909,115.48 | 126,167,076.07 | 13.27% | Higher labor and other costs during Harbin Asian Winter Games over Chinese New Year | | Selling Expenses | 9,529,304.76 | 7,149,944.26 | 33.28% | Increased initial project development and marketing investment for performance operation projects | | Income Tax Expense | 3,853,141.55 | 9,251,889.07 | -58.35% | Decrease in profit | | Net Cash Flow from Operating Activities | -59,521,680.61 | 23,605,378.84 | -352.15% | Longer settlement cycles for some projects affecting customer collections | | Net Cash Flow from Investing Activities | 31,893,266.70 | 107,172,432.04 | -70.24% | Increased investment in trading financial assets | | Net Cash Flow from Financing Activities | -55,475,778.12 | -135,344,242.92 | 59.01% | Reduced funds used for shareholder dividend payments | - The company's profit composition or sources of profit did not undergo significant changes during the reporting period48 Products or Services Accounting for Over 10% of Revenue During the reporting period, large-scale cultural performance activities saw a 116.66% year-on-year increase in revenue and an 11.08% improvement in gross margin, while cultural tourism performance revenue decreased by 35.01% with a 7.12% decline in gross margin. Products or Services Accounting for Over 10% of Revenue | Product or Service | Operating Revenue (RMB 10,000) | Operating Cost (RMB 10,000) | Gross Margin | YoY Change in Operating Revenue | YoY Change in Operating Cost | YoY Change in Gross Margin | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Large-scale Cultural Performances | 8,619.42 | 7,629.59 | 11.48% | 116.66% | 92.55% | 11.08% | | Cultural Tourism Performances | 9,906.16 | 6,281.47 | 36.59% | -35.01% | -26.79% | -7.12% | IV. Non-Main Business Analysis During the reporting period, non-main business activities significantly contributed to total profit, with investment income accounting for 135.58%, primarily from the disposal of trading financial assets. Fair value changes and credit impairment losses negatively impacted total profit, while government subsidies provided a positive contribution, though these non-main business revenues are mostly non-sustainable. Non-Main Business Analysis | Item | Amount (RMB) | Proportion of Total Profit | Reason for Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | 23,154,099.09 | 135.58% | Investment income from disposal of trading financial assets | No | | Fair Value Change Gains and Losses | -825,979.09 | -4.84% | Fair value changes of trading financial assets | No | | Asset Impairment | -174,350.25 | -1.02% | Provision for bad debts on contract assets | No | | Non-Operating Income | 8,366.92 | 0.05% | Income from disposal of non-current assets | No | | Non-Operating Expenses | 58,344.79 | 0.34% | | No | | Credit Impairment Losses | -6,662,786.16 | -39.02% | Provision for bad debts on accounts receivable | No | | Other Income | 2,398,335.32 | 14.04% | Government subsidies and individual income tax handling fee refunds | No | V. Analysis of Assets and Liabilities At the end of the reporting period, the company's total assets and net assets attributable to shareholders both decreased. The asset structure showed a significant increase in the proportion of trading financial assets, while monetary funds, accounts receivable, and contract liabilities decreased. The company holds overseas assets in Hong Kong, primarily for international cultural performance and tourism performance businesses. Financial assets measured at fair value totaled RMB 2.39 billion, mainly trading financial assets. 1. Significant Changes in Asset Composition At the end of the reporting period, the company's total assets decreased by 5.39% compared to the end of the previous year. The proportion of trading financial assets in total assets increased by 3.38%, while monetary funds, accounts receivable, and contract liabilities decreased. Significant Changes in Asset Composition | Item | Current Period End Amount (RMB) | Proportion of Total Assets | Prior Year End Amount (RMB) | Proportion of Total Assets | Change in Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 456,785,214.04 | 13.15% | 537,768,761.32 | 14.65% | -1.50% | | Accounts Receivable | 259,912,248.29 | 7.48% | 306,188,460.99 | 8.34% | -0.86% | | Contract Assets | 11,236,745.35 | 0.32% | 10,079,201.47 | 0.27% | 0.05% | | Inventories | 45,581,176.95 | 1.31% | 65,949,563.45 | 1.80% | -0.49% | | Contract Liabilities | 74,830,224.23 | 2.15% | 186,578,615.23 | 5.08% | -2.93% | | Trading Financial Assets | 2,392,614,530.26 | 68.90% | 2,404,743,298.20 | 65.52% | 3.38% | 2. Major Overseas Assets The company holds monetary funds in Hong Kong as overseas assets, equivalent to RMB 1,081,800.65, representing 0.04% of the company's net assets, primarily used for undertaking overseas large-scale cultural performances and cultural tourism performance businesses, with Hong Kong serving as an external communication window. Major Overseas Assets | Specific Content of Asset | Reason for Formation | Asset Scale (RMB) | Location | Operating Model | Proportion of Overseas Assets to Company's Net Assets | Significant Impairment Risk | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | Operating Revenue | 1,081,800.65 | Hong Kong, China | Hong Kong serves as an external communication window for undertaking overseas large-scale cultural performances and cultural tourism performances | 0.04% | No | 3. Assets and Liabilities Measured at Fair Value At the end of the reporting period, the company's total financial assets measured at fair value amounted to RMB 2,392,614,530.26, primarily trading financial assets, with a fair value change loss of RMB 825,979.09 for the current period. There were no financial liabilities measured at fair value during the reporting period. Assets and Liabilities Measured at Fair Value | Item | Beginning Balance (RMB) | Fair Value Change Gains/Losses for Current Period (RMB) | Amount Purchased in Current Period (RMB) | Amount Sold in Current Period (RMB) | Ending Balance (RMB) | | :--- | :--- | :--- | :--- | :--- | :--- | | Trading Financial Assets | 2,404,743,298.20 | -825,979.09 | 3,928,575,508.86 | 3,939,878,297.71 | 2,392,614,530.26 | | Subtotal of Financial Assets | 2,404,743,298.20 | -825,979.09 | 3,928,575,508.86 | 3,939,878,297.71 | 2,392,614,530.26 | | Financial Liabilities | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | - The measurement attributes of the company's major assets did not undergo significant changes during the reporting period57 4. Asset Rights Restriction Status as of the End of the Reporting Period As of the end of the reporting period, the company had no asset rights restriction situations. - As of the end of the reporting period, the company had no asset rights restriction situations58 VI. Investment Analysis During the reporting period, the company's total investment increased by 34.42%, primarily due to investments in financial assets measured at fair value. The overall utilization rate of raised funds was 46.04%, mainly allocated to creative production and comprehensive application centers, creative R&D and display centers, information system construction, and working capital. The company also engaged in large-scale entrusted wealth management but no derivative investments or entrusted loans. 1. Overall Situation During the reporting period, the company's total investment amounted to RMB 3,967,575,508.86, representing a 34.42% increase compared to the same period last year. Report Period Investment Amount | Current Period Investment Amount (RMB) | Prior Year Period Investment Amount (RMB) | Change Rate | | :--- | :--- | :--- | | 3,967,575,508.86 | 2,951,620,608.78 | 34.42% | 2. Significant Equity Investments Acquired During the Reporting Period During the reporting period, the company did not acquire any significant equity investments. - The company had no significant equity investments requiring disclosure during the reporting period59 3. Significant Non-Equity Investments Underway During the Reporting Period During the reporting period, the company did not undertake any significant non-equity investments. - The company had no significant non-equity investments underway during the reporting period60 4. Financial Assets Measured at Fair Value At the end of the reporting period, the company's total financial assets measured at fair value amounted to RMB 2,392,614,530.26, primarily comprising stocks and other financial products, with a fair value change loss of RMB 825,979.09 for the current period and cumulative investment income of RMB 23,154,099.09. Financial Assets Measured at Fair Value | Asset Category | Initial Investment Cost (RMB) | Fair Value Change Gains/Losses for Current Period (RMB) | Amount Purchased in Current Period (RMB) | Amount Sold in Current Period (RMB) | Cumulative Investment Income (RMB) | Ending Balance (RMB) | Source of Funds | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Stocks | 3,006,473.12 | 149,478.88 | 0.00 | 0.00 | 0.00 | 3,155,952.00 | Own Funds | | Others | 2,401,736,825.08 | -975,457.97 | 3,928,575,508.86 | 3,939,878,297.71 | 23,154,099.09 | 2,389,458,578.26 | Own Funds and Raised Funds | | Total | 2,404,743,298.20 | -825,979.09 | 3,928,575,508.86 | 3,939,878,297.71 | 23,154,099.09 | 2,392,614,530.26 | -- | 5. Use of Raised Funds The company's net proceeds from its 2020 initial public offering were RMB 2,272.33 million, with RMB 1,046.07 million cumulatively used as of the reporting period end, representing a 46.04% utilization rate. Funds were primarily allocated to creative production, R&D, information systems, and working capital, with the latter fully utilized, and no changes to raised fund projects occurred during the period. (1) Overall Use of Raised Funds The company's net proceeds from its 2020 initial public offering were RMB 2,272.33 million, with RMB 5.84 million used in the current period and a cumulative total of RMB 1,046.07 million used, representing a 46.04% utilization rate, with unused funds primarily held in dedicated accounts and cash management. Overall Use of Raised Funds | Fundraising Year | Fundraising Method | Net Raised Funds (1) (RMB 10,000) | Total Raised Funds Used in Current Period (RMB 10,000) | Total Raised Funds Cumulatively Used (2) (RMB 10,000) | Raised Funds Utilization Rate at Period End (3)=(2)/(1) | | :--- | :--- | :--- | :--- | :--- | :--- | | 2020 | Initial Public Offering | 227,233.14 | 584.42 | 104,606.99 | 46.04% | | Total | -- | 227,233.14 | 584.42 | 104,606.99 | 46.04% | - The dedicated raised funds account generated cumulative interest income of RMB 13.03 million and incurred handling fees of RMB 0.01 million in the first half of 202564 (2) Status of Committed Raised Fund Projects Committed raised fund projects include creative production and comprehensive application centers, creative R&D and display centers, enterprise management and decision-making information system construction, and supplementary working capital, with the latter fully invested and the creative R&D and display center project at 93.66% completion, though none have yet achieved their expected benefits, and project feasibility remains unchanged. Status of Committed Raised Fund Projects | Committed Investment Project | Committed Investment Total (RMB 10,000) | Adjusted Investment Total (1) (RMB 10,000) | Amount Invested in Current Period (RMB 10,000) | Cumulative Investment at Period End (2) (RMB 10,000) | Investment Progress at Period End (3)=(2)/(1) | Achieved Expected Benefits | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Creative Production and Comprehensive Application Center Project | 64,283.97 | 64,283.97 | 374.03 | 10,237.96 | 15.93% | N/A | | Creative R&D and Display Center Project | 5,416.25 | 5,416.25 | 188.7 | 5,072.69 | 93.66% | N/A | | Enterprise Management and Decision-Making Information System Construction Project | 1,496.62 | 1,496.62 | 21.69 | 486.34 | 32.50% | N/A | | Supplementary Working Capital | 60,000 | 60,000 | 0 | 60,000 | 100.00% | N/A | | Subtotal of Committed Investment Projects | 131,196.84 | 131,196.84 | 584.42 | 75,796.99 | -- | -- | | Subtotal of Over-Raised Funds Investment | 96,036.3 | 96,036.3 | 0 | 28,810 | -- | -- | | Total | 227,233.14 | 227,233.14 | 584.42 | 104,606.99 | -- | -- | - Over-raised funds amounted to RMB 960.36 million, of which RMB 288.10 million has been permanently used to supplement working capital67 - As of June 30, 2025, unused raised funds are held in dedicated raised funds accounts67 (3) Changes in Raised Fund Projects During the reporting period, there were no changes in the company's raised fund projects. - The company had no changes in raised fund projects during the reporting period68 6. Entrusted Wealth Management, Derivative Investments, and Entrusted Loans During the reporting period, the company's entrusted wealth management amounted to RMB 3,187.75 million, with an outstanding balance of RMB 2,473 million, primarily consisting of bank and brokerage wealth management products funded by both own and raised capital. The company did not engage in derivative investments or entrusted loans during this period. Entrusted Wealth Management Overview | Specific Type | Source of Entrusted Wealth Management Funds | Amount of Entrusted Wealth Management (RMB 10,000) | Unexpired Balance (RMB 10,000) | | :--- | :--- | :--- | :--- | | Bank Wealth Management Products | Own Funds | 142,775 | 117,100 | | Bank Wealth Management Products | Raised Funds | 166,000 | 120,200 | | Brokerage Wealth Management Products | Own Funds | 10,000 | 10,000 | | Total | | 318,775 | 247,300 | - The company had no derivative investments during the reporting period70 - The company had no entrusted loans during the reporting period71 VII. Disposal of Major Assets and Equity During the reporting period, the company did not dispose of any major assets or equity. - The company did not dispose of any major assets during the reporting period72 - The company did not dispose of any major equity during the reporting period73 VIII. Analysis of Major Holding and Participating Companies During the reporting period, the company had no significant holding or participating company information requiring disclosure. - The company had no significant holding or participating company information requiring disclosure during the reporting period74 IX. Information on Structured Entities Controlled by the Company During the reporting period, the company had no structured entities under its control. - The company had no structured entities under its control during the reporting period75 X. Risks Faced by the Company and Countermeasures The company faces risks related to executing national major projects, intensifying market competition, slowing investment growth in downstream industries, increasing accounts receivable, and gross margin fluctuations, necessitating continuous enhancement of creative design capabilities and improved accounts receivable management. - Risks in executing national major projects: Projects demand extremely high creative design, safety, and confidentiality, and any issues could significantly harm business operations75 - Market competition risks: The cultural creative industry is becoming more market-oriented, with new entrants intensifying competition, and the high-end market consolidating towards leading brands75 - Risks of slowing investment growth in downstream industries: The company's business is closely linked to the performance, tourism, and landscape art lighting industries, and a decline in macroeconomic prosperity could affect business operations75 - Risks of increasing accounts receivable: As the scale of operations expands, accounts receivable may increase, and poor management could impact operating results76 - Risks of gross margin fluctuations: The company's products and services are highly customized, leading to potential fluctuations in overall gross margin77 XI. Registration Form for Research, Communication, Interview, and Other Activities During the Reporting Period During the reporting period, the company held its 2024 annual performance briefing on April 28, 2025, via the Panorama Network "Investor Relations Interactive Platform" for online communication with investors. Registration Form for Research, Communication, Interview, and Other Activities During the Reporting Period | Reception Time | Reception Venue | Reception Method | Type of Reception Object | Main Content Discussed and Materials Provided | Index of Basic Survey Information | | :--- | :--- | :--- | :--- | :--- | :--- | | April 28, 2025 | Panorama Network "Investor Relations Interactive Platform" | Online platform communication | Other (Investors participating in online interaction) | 2024 Annual Performance Briefing | http://www.cninfo.com.cn/ | XII. Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan The company's board of directors approved the "Market Value Management System" on January 9, 2025, but has not yet disclosed a valuation enhancement plan. - The company has formulated a market value management system, approved at the fifth meeting of the fourth board of directors on January 9, 2025, which reviewed and passed the "Proposal on Formulating the Company's Market Value Management System"79 - The company has not yet disclosed a valuation enhancement plan79 XIII. Implementation of "Quality and Return Dual Improvement" Action Plan The company has not yet disclosed its "Quality and Return Dual Improvement" action plan announcement. - The company has not yet disclosed its "Quality and Return Dual Improvement" action plan announcement80 Section IV Corporate Governance, Environment and Society I. Changes in Company Directors, Supervisors, and Senior Management During the reporting period, the company's board of directors saw changes, with Mr. Yu Fushen resigning as director due to work reassignment but retaining his deputy general manager position, and Mr. Miao Peiru resigning as director for personal reasons, no longer holding any company positions. Concurrently, Ms. Wu Yan and Mr. Zheng Junjie were elected as non-independent directors. Changes in Company Directors, Supervisors, and Senior Management | Name | Position Held | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | Yu Fushen | Director | Appointment/Removal | March 11, 2025 | Work reassignment | | Miao Peiru | Director | Resignation | March 11, 2025 | Personal reasons | | Wu Yan | Director | Election | March 11, 2025 | Work reassignment | | Zheng Junjie | Director | Election | March 11, 2025 | Work reassignment | II. Profit Distribution and Capital Reserve Conversion to Share Capital for the Current Reporting Period The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for this half-year period. - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the half-year period83 III. Implementation of Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures During the reporting period, the company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures, nor any implementation thereof. - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures, nor any implementation thereof, during the reporting period84 IV. Environmental Information Disclosure The company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law. - The listed company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law85 V. Social Responsibility During the reporting period, the company had no social responsibility matters requiring disclosure. - The company had no social responsibility matters requiring disclosure85 Section V Important Matters I. Commitments Fulfilled and Overdue Unfulfilled Commitments by Actual Controller, Shareholders, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period During the reporting period, there were no commitments by the company's actual controller, shareholders, related parties, acquirers, or the company that were fulfilled or overdue and unfulfilled as of the end of the reporting period. - The company's reporting period shows no commitments by the actual controller, shareholders, related parties, acquirers, or the company that were fulfilled during the reporting period or overdue and unfulfilled as of the end of the reporting period87 II. Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties of the Listed Company During the reporting period, the company had no non-operating funds occupied by controlling shareholders or other related parties. - The company's reporting period shows no non-operating funds occupied by controlling shareholders or other related parties of the listed company88 III. Irregular External Guarantees During the reporting period, the company had no irregular external guarantees. - The company had no irregular external guarantees during the reporting period89 IV. Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was not audited. - The company's semi-annual report was not audited90 V. Explanation by the Board of Directors, Supervisory Board, and Audit Committee on the "Non-Standard Audit Report" for the Current Reporting Period The company did not have a non-standard audit report for the current reporting period. - The company did not have a non-standard audit report for the reporting period91 VI. Explanation by the Board of Directors on the "Non-Standard Audit Report" for the Previous Year The company did not have a non-standard audit report for the previous year. - The company did not have a non-standard audit report for the previous year91 VII. Matters Related to Bankruptcy and Reorganization During the reporting period, the company did not experience any bankruptcy or reorganization-related matters. - The company did not experience any bankruptcy or reorganization-related matters during the reporting period91 VIII. Litigation Matters During the reporting period, the company had no significant litigation or arbitration matters; among other litigation, three cases totaling RMB 191.58 million were concluded in the company's favor, and two ongoing cases totaling RMB 61.29 million are awaiting judgment, with no expected material adverse impact on operations. - The company had no significant litigation or arbitration matters in this reporting period92 Other Litigation Matters | Basic Information of Litigation (Arbitration) | Amount Involved (RMB 10,000) | Provision for Estimated Liabilities | Litigation (Arbitration) Progress | Litigation (Arbitration) Outcome and Impact | Status of Litigation (Arbitration) Judgment Enforcement | | :--- | :--- | :--- | :--- | :--- | :--- | | Cumulative concluded cases as of period end in the past twelve months (company or subsidiary as plaintiff) | 19,157.71 | No | 3 cases, concluded, all in our favor | No significant adverse impact on company operations | Under compulsory enforcement | | Unconcluded cases as of period end (company or subsidiary as plaintiff) | 6,129.09 | No | 2 cases, already heard, awaiting judgment | No significant adverse impact on company operations | Awaiting judgment | IX. Penalties and Rectification Status During the reporting period, the company had no penalties or rectification situations. - The company had no penalties or rectification situations during the reporting period94 X. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller During the reporting period, the company, its controlling shareholder, and actual controller had no integrity issues. - The company, its controlling shareholder, and actual controller had no integrity issues95 XI. Significant Related Party Transactions During the reporting period, the company had no related party transactions related to daily operations, asset or equity acquisitions/disposals, joint external investments, related party creditor-debtor relationships, or dealings with affiliated financial companies. - The company had no related party transactions related to daily operations during the reporting period95 - The company had no related party transactions involving asset or equity acquisitions or disposals during the reporting period96 - The company had no related party transactions involving joint external investments during the reporting period97 - The company had no related party creditor-debtor relationships during the reporting period98 - The company had no deposits, loans, credit lines, or other financial business with affiliated financial companies or financial companies controlled by the company and related parties99100 - The company had no other significant related party transactions during the reporting period101 XII. Significant Contracts and Their Performance During the reporting period, the company had no entrustment, contracting, or leasing matters, nor any significant guarantees. No significant contracts related to daily operations or other major contracts occurred. - The company had no entrustment situations during the reporting period102 - The company had no contracting situations during the reporting period103 - The company had no leasing situations during the reporting period104 - The company had no significant guarantee situations during the reporting period105 - The company had no other significant contracts during the reporting period107 XIII. Explanation of Other Significant Matters The company completed its share repurchase plan, acquiring 1,546,200 shares for a total of RMB 50,101,871.78, with the repurchase price cap adjusted due to equity distribution. Board members changed, and Xinyongzhonghe Certified Public Accountants was re-appointed as the 2024 auditor. Additionally, a shareholder holding over 5%, Hexie Chengzhang Phase II, completed its share reduction plan, divesting 2,425,720 shares. 1. Repurchase of Company Shares The company completed its share repurchase plan, acquiring 1,546,200 shares, representing 0.8098% of total share capital, for a total of RMB 50,101,871.78. The repurchased shares will be used for equity incentives or employee stock ownership plans, and the repurchase price cap was adjusted from RMB 65.49/share to RMB 46.55/share. - The company used its own funds to repurchase a portion of its public shares through centralized bidding, to be used for implementing equity incentive plans or employee stock ownership plans108 - The upper limit of the repurchase price was adjusted from no more than RMB 65.49/share to no more than RMB 46.55/share110 Share Repurchase Status | Metric | Data | | :--- | :--- | | Cumulative Repurchased Share Quantity | 1,546,200 shares | | Proportion of Company's Total Share Capital | 0.8098% | | Highest Transaction Price | 37.97 RMB/share | | Lowest Transaction Price | 19.59 RMB/share | | Total Transaction Amount | 50,101,871.78 RMB | | Source of Repurchase Funds | Company's Own Funds | 2. Resignation and By-election of Non-Independent Directors Mr. Yu Fushen resigned as director due to work adjustment but continues as deputy general manager; Mr. Miao Peiru resigned as director for personal reasons and no longer holds any positions in the company or its subsidiaries. The company has elected Ms. Wu Yan and Mr. Zheng Junjie as non-independent directors and adjusted the composition of the board's special committees. - Mr. Yu Fushen resigned as director due to work adjustment but continues to serve as the company's deputy general manager111 - Mr. Miao Peiru resigned as director for personal reasons and will no longer hold any positions in the company or its subsidiaries after his resignation111 - The company has elected Ms. Wu Yan and Mr. Zheng Junjie as non-independent directors of the fourth board of directors112 - Mr. Zheng Junjie serves as a member of the fourth board of directors' Strategy Committee112 3. Re-appointment of 2024 Annual Accounting Firm The company's board of directors and general meeting of shareholders have approved the re-appointment of Xinyongzhonghe Certified Public Accountants (Special General Partnership) as the company's auditor for the 2024 fiscal year. - The company has re-appointed Xinyongzhonghe Certified Public Accountants (Special General Partnership) as the company's auditor for the 2024 fiscal year112 4. Share Reduction by Shareholders Holding Over 5% Hexie Chengzhang Phase II (Yiwu) Investment Center (Limited Partnership), a shareholder holding over 5%, completed its share reduction plan, cumulatively divesting 2,425,720 shares, representing 1.27047% of total share capital. Following the reduction, its shareholding decreased to 4.99995%. - Hexie Chengzhang Phase II (Yiwu) Investment Center (Limited Partnership), a shareholder, planned to reduce its holdings by no more than 3,773,466 shares, or no more than 2.00% of the company's total share capital113 - As of March 10, 2025, Hexie Chengzhang Phase II cumulatively reduced its holdings by 2,425,720 shares, representing 1.27047% of the total share capital114 - After the reduction, Hexie Chengzhang Phase II holds a total of 9,546,472 shares, representing 4.99995% of the total share capital114 XIV. Significant Matters of Company Subsidiaries During the reporting period, the company had no significant matters concerning its subsidiaries requiring disclosure. - The company had no significant matters concerning its subsidiaries during the reporting period116 Section VI Share Changes and Shareholder Information I. Share Changes During the reporting period, the company's total share capital remained unchanged at 190,931,343 shares, with restricted shares accounting for 41.39% and unrestricted shares for 58.61%. The company completed its share repurchase plan, acquiring 1,546,200 shares for RMB 50,101,871.78, with the repurchase price cap adjusted. Share Changes | Item | Quantity Before Change (shares) | Proportion Before Change | Net Increase/Decrease in Current Change (shares) | Quantity After Change (shares) | Proportion After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 79,033,814 | 41.39% | 0 | 79,033,814 | 41.39% | | II. Unrestricted Shares | 111,897,529 | 58.61% | 0 | 111,897,529 | 58.61% | | III. Total Shares | 190,931,343 | 100.00% | 0 | 190,931,343 | 100.00% | - The company completed its share repurchase plan, and as of February 28, 2025, cumulatively repurchased 1,546,200 shares, representing 0.8098% of the company's total share capital, with a total transaction amount of RMB 50,101,871.78122 - Due to the 2023 profit distribution and capital reserve conversion to share capital plan, the repurchase price cap was adjusted from RMB 65.49/share to RMB 46.55/share121 II. Securities Issuance and Listing During the reporting period, the company had no securities issuance or listing activities. - The company had no securities issuance or listing activities during the reporting period122 III. Company Shareholder Numbers and Shareholding Status At the end of the reporting period, the company had 14,304 common shareholders. Among the top ten shareholders, Sha Xiaolan and his related parties (Wang Fangyun, Tibet Shenglan Culture Communication Partnership) held a high combined stake. Hexie Chengzhang Phase II (Yiwu) Investment Center (Limited Partnership) reduced its stake to 5.00% after the period's reduction. The company's dedicated share repurchase securities account held 2,480,620 shares, representing 1.30% of total shares. - The total number of common shareholders at the end of the reporting period was 14,304124 Shareholding Status of Shareholders Holding Over 5%
锋尚文化(300860) - 2025 Q2 - 季度财报