天音控股(000829) - 2025 Q2 - 季度财报

Section I Important Notice, Table of Contents, and Definitions Important Notice The company's board and management guarantee report accuracy and plans no cash dividends, bonus shares, or capital reserve conversions. - The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report[6] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[7] Table of Contents This section outlines the report's nine main chapters, covering company profile, financials, management analysis, governance, and key events. - The report contains nine main chapters, covering company operations, finance, governance, and significant events[9] Definitions This section defines key terms, abbreviations, company entities, regulatory bodies, and business terminology for report clarity. - Defines regulatory bodies such as the China Securities Regulatory Commission (CSRC), Shenzhen Stock Exchange (SZSE), and Shenzhen State-owned Assets Supervision and Administration Commission (SASAC)[12] - Explains the names of the company and its main subsidiaries, such as Telling Telecommunication, Palmtop Lottery, Tianfujin, etc[12] - Clarifies business-related terms such as APR (Apple Premium Reseller), MONO (Apple Independent Store), HES (Huawei Authorized Experience Store), O2O (Online to Offline), and AI (Artificial Intelligence)[12] Section II Company Profile and Key Financial Indicators Company Profile This section provides essential company details, including stock information, legal representative, and registered and office addresses. - Stock Abbreviation: Telling Telecommunication Holdings, Stock Code: 000829, Listing Exchange: Shenzhen Stock Exchange[14] - The company's legal representative is Huang Shaowen[14] - The company's registered address is No. 60 Yingbin Avenue, Ganzhou Economic and Technological Development Zone, Ganzhou City, Jiangxi Province, and its office address is Block D, Desheng Shangcheng, No. 117 Dewai Street, Xicheng District, Beijing[16] Key Accounting Data and Financial Indicators Operating revenue decreased by 9.26%, net profit turned to loss with a 739.66% decline, while operating cash flow significantly increased by 558.41%. Key Accounting Data and Financial Indicators (Current Reporting Period vs. Prior Year Period) | Indicator | Current Reporting Period (CNY) | Prior Year Period (CNY) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 46,325,759,161.12 | 51,051,540,849.53 | -9.26% | | Net Profit Attributable to Shareholders of the Listed Company | -62,535,395.17 | 9,776,393.85 | -739.66% | | Net Profit Attributable to Shareholders of the Listed Company After Deducting Non-Recurring Gains and Losses | -69,875,296.93 | 2,155,285.20 | -3,342.04% | | Net Cash Flow from Operating Activities | 1,051,669,185.36 | 159,729,522.67 | 558.41% | | Basic Earnings Per Share (CNY/share) | -0.0610 | 0.0095 | -742.11% | | Diluted Earnings Per Share (CNY/share) | -0.0610 | 0.0095 | -742.11% | | Weighted Average Return on Net Assets | -2.12% | 0.33% | -2.45% | | Period-End Indicators | End of Current Reporting Period (CNY) | End of Prior Year (CNY) | Change (%) | | Total Assets | 24,561,046,405.17 | 22,957,174,933.89 | 6.99% | | Net Assets Attributable to Shareholders of the Listed Company | 2,914,749,691.05 | 2,988,409,811.29 | -2.46% | Differences in Accounting Data Under Domestic and Overseas Accounting Standards The company's financial reports show no differences in net profit or net assets under domestic or international accounting standards. - The company's financial reports for the current period show no differences in net profit and net assets under International Accounting Standards and Chinese Accounting Standards[19] - The company's financial reports for the current period show no differences in net profit and net assets under overseas accounting standards and Chinese Accounting Standards[20] Non-Recurring Gains and Losses and Amounts Non-recurring gains and losses totaled CNY 7.34 million, mainly from government grants and fair value changes, impacting net profit. Non-Recurring Gains and Losses and Amounts | Item | Amount (CNY) | | :--- | :--- | | Gains or losses from disposal of non-current assets | -36,944.56 | | Government grants recognized in current period profit/loss | 11,748,419.86 | | Gains or losses from changes in fair value of financial assets and liabilities, and disposal of financial assets and liabilities, except for effective hedging activities related to the company's normal business operations | 3,177,288.13 | | Other non-operating income and expenses apart from the above | -3,951,743.68 | | Other profit/loss items that meet the definition of non-recurring gains and losses | 973,171.21 | | Less: Income tax impact | 914,876.86 | | Impact on minority interests (after tax) | 3,655,412.34 | | Total | 7,339,901.76 | - The company does not classify non-recurring gains and losses listed in "Interpretive Announcement No. 1 on Information Disclosure by Companies Issuing Securities to the Public—Non-Recurring Gains and Losses" as recurring gains and losses[24] Section III Management Discussion and Analysis Main Businesses Engaged in During the Reporting Period The company, an intelligent terminal omni-channel service provider, offers sales, e-commerce, lottery, mobile virtual network, and after-sales services, leveraging a digital platform. - The company is a leading intelligent terminal omni-channel integrated service provider in China, with businesses covering intelligent terminal sales services, lottery, mobile virtual network operation, mobile phone after-sales services, etc[26] - Intelligent Terminal Sales Business: Core business, deeply cooperating with leading brands such as Apple, Samsung, and Huawei, forming a full-channel coverage system, with categories horizontally expanding to 3C digital products, smart wearables, smart home devices, etc[26] - E-commerce Business: Driven by digitalization, adopting a "1+N" category expansion strategy to build a "retail + distribution + service" multi-format model, deeply cultivating the electronics industry[29] - Lottery Business: Covers mainstream lottery game R&D, channel sales, marketing management, terminal supply, and overseas business services; subsidiary Suicai Technology is a professional lottery equipment and software service provider[30] - Mobile Virtual Network Operation Business: Cooperates with China Mobile, China Unicom, and China Telecom to purchase voice, SMS, and data traffic, and independently designs package tariffs and business brands for operation[31] - "Yixiuge" Mobile Phone After-Sales Service Business: Self-built brand, providing one-stop ecological services such as mobile phone repair, accessory sales, new phone sales, mobile phone recycling, and second-hand phone sales, adopting a "direct chain + brand franchise" model[32] Analysis of Core Competencies The company enhances core competencies through business model innovation, AI empowerment in retail and lottery, and talent development, achieving synergy and efficiency. - Deepening Main Business Model Innovation: Centering on the "Integrated Industry Digital Network Platform" strategy, establishing three business objectives for retail (self-operated, national subsidy service providers, national subsidy O2O), distribution (platform self-operated, key accounts, market distribution), and services (supply chain finance, customer service live broadcast agency operations, warehousing and distribution services), achieving multi-channel synergy and digital empowerment[34] - AI Technology Deeply Empowering New Retail: Subsidiary Shanghai Nengliang relies on big data and machine learning to generate e-commerce indices, launched an AI recommendation system to improve procurement efficiency; introduced Nengliang AI intelligent agents for platform customer service and operational analysis, and built an HR intelligent agent "Able"[36][37] - AI and Large Models Restructuring Lottery Business Ecosystem: Subsidiary Suicai Technology uses AI and large model technology to restructure the lottery digital business support platform, achieving business breakthroughs in human-computer interaction, intelligent customer service, intelligent betting, intelligent marketing, intelligent analysis, intelligent warehousing, intelligent operations, intelligent decision-making, and smart large screens[38] - Deepening Talent System to Empower Organizational Development: Systematically upgraded the cadre management system, strengthening the capabilities of the core team through comprehensive organizational inventory, special inventory, executive strategic training, new cadre training camps, and the "Flying Eagle Program"[39] Main Business Analysis Main businesses diversified, with strong intelligent terminal sales, e-commerce growth, lottery expansion, and mobile virtual network innovation, despite a 9.26% revenue decrease, offset by 367.96% overseas growth. - Intelligent Terminal Sales Business: Maintains deep cooperation with leading manufacturers such as Apple, Samsung, and Huawei, holding a leading market share. Apple business through online multi-platform instant retail projects (JD, Meituan, Tmall, Douyin, WeChat mini-programs) to expand capacity, with some Tmall stores participating in national subsidies. Huawei business continues HES authorized experience store image upgrades and channel penetration, with 58 new stores and 33 upgrades. Samsung business optimizes offline channel layout, adding 58 managed stores, and online Douyin content e-commerce single-month GMV exceeded CNY 5 million. Overseas business, with Shenzhen as a hub, is expanding into the Middle East, Africa, South America, and Russian markets, innovating with a parallel car export platform. WIKO products are deeply integrated into the HarmonyOS ecosystem, with all series products certified by HarmonyOS Connect[41][42][43][44] - E-commerce Business: Nengliang E-commerce, driven by technological innovation, achieved leapfrog growth in sales scale. Its stores reached 441, a 25% increase from last year, with 77 stores exceeding CNY 50 million in sales. Actively participates in national subsidy programs for home appliances and mobile phones[45] - Lottery Business: Overall performance showed stable growth, with domestic business frequently winning bids in lottery projects across nearly twenty provinces and cities, upgraded lottery digital platform in operation, and the first batch of domestically produced terminals sold offline nationwide. Overseas business successfully won the South African national lottery project, with Brazilian, Mongolian, and Jamaican projects maintaining stable operations, and business expansion in Chile, Ghana, and Ethiopia entering a breakthrough phase[46][47] - Mobile Virtual Network Operation Business: Telling Mobile achieved success in "government and enterprise and innovative businesses," with order-based innovative businesses growing by 49% year-on-year[48] - Mobile Phone After-Sales Repair Business: "Yixiuge" brand deeply cultivates full life cycle mobile phone services, obtained Apple genuine parts provider qualification, with store count exceeding 300, covering over 20 provinces and 60 cities, and a digital platform initially built[49] Major Financial Data Year-on-Year Changes | Indicator | Current Reporting Period (CNY) | Prior Year Period (CNY) | Year-on-Year Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 46,325,759,161.12 | 51,051,540,849.53 | -9.26% | | | Operating Cost | 45,173,623,568.96 | 49,760,854,995.76 | -9.22% | | | Selling Expenses | 676,041,840.34 | 647,089,444.03 | 4.47% | | | Administrative Expenses | 165,094,896.72 | 155,149,203.41 | 6.41% | | | Financial Expenses | 240,785,463.63 | 334,023,972.85 | -27.91% | | | Income Tax Expense | 17,396,388.71 | 26,798,250.19 | -35.08% | Total profit decreased this period, leading to reduced income tax expense | | R&D Investment | 46,337,271.55 | 45,682,197.42 | 1.43% | | | Net Cash Flow from Operating Activities | 1,051,669,185.36 | 159,729,522.67 | 558.41% | Increase in payables this period, leading to reduced cash outflow | | Net Cash Flow from Investing Activities | -76,851,251.87 | -147,055,508.30 | 47.74% | Reduced investment in Super Headquarters project this period | | Net Cash Flow from Financing Activities | 18,655,315.55 | 378,810,161.73 | -95.08% | Increased loan repayment expenditure this period compared to prior year period | | Net Increase in Cash and Cash Equivalents | 993,657,467.28 | 391,747,479.03 | 153.65% | Due to increased net cash flow from operating activities this period | Operating Revenue Composition (by Industry, Product, Region) | Category | Item | Amount for Current Period (CNY) | Proportion of Operating Revenue (%) | Amount for Prior Year Period (CNY) | Proportion of Operating Revenue (%) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | By Industry | Telecommunication | 32,183,370,513.23 | 69.47% | 36,785,108,790.58 | 72.05% | -12.51% | | | Retail E-commerce | 13,519,966,905.57 | 29.18% | 13,958,197,260.81 | 27.34% | -3.14% | | | Lottery Business | 114,436,212.66 | 0.25% | 103,891,002.92 | 0.20% | 10.15% | | | Other | 507,985,529.66 | 1.10% | 204,343,795.22 | 0.40% | 148.59% | | By Product | Telecommunication Product Sales | 32,112,359,596.95 | 69.32% | 36,702,226,070.13 | 71.89% | -12.51% | | | Retail E-commerce | 13,519,966,905.57 | 29.18% | 13,958,197,260.81 | 27.34% | -3.14% | | | Telecommunication Product Repair | 71,010,916.28 | 0.15% | 82,882,720.45 | 0.16% | -14.32% | | | Lottery Business | 114,436,212.66 | 0.25% | 103,891,002.92 | 0.20% | 10.15% | | | Other | 507,985,529.66 | 1.10% | 204,343,795.22 | 0.40% | 148.59% | | By Region | East Region | 16,478,821,345.28 | 35.57% | 17,780,505,208.44 | 34.83% | -7.32% | | | South Region | 18,162,433,530.39 | 39.21% | 20,628,061,958.14 | 40.41% | -11.95% | | | West Region | 1,833,406,859.19 | 3.96% | 2,184,119,995.97 | 4.28% | -16.06% | | | North Region | 7,267,219,518.35 | 15.69% | 9,906,691,798.99 | 19.41% | -26.64% | | | Overseas | 2,583,877,907.91 | 5.58% | 552,161,887.99 | 1.08% | 367.96% | Non-Main Business Analysis Non-main businesses negatively impacted total profit due to increased asset impairment losses, with limited contributions from investment income and fair value changes. Non-Main Business Analysis | Item | Amount (CNY) | Proportion of Total Profit (%) | Reason for Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | 3,463,165.25 | 11.49% | Equity method accounting for associates, cash dividends from other equity instruments | No | | Fair Value Change Gains/Losses | 3,177,288.13 | 10.54% | Fair value changes in stocks held by the company | No | | Asset Impairment | -29,223,713.85 | -96.96% | Provision for inventory depreciation | No | | Non-Operating Income | 1,950,361.59 | 6.47% | Mainly insurance claims, clearing of unpayable debts, etc | No | | Non-Operating Expenses | 5,902,105.27 | 19.58% | Mainly after-sales compensation, etc | No | Analysis of Assets and Liabilities Total assets grew 6.99% driven by cash and receivables, while liabilities increased due to short-term borrowings and payables; some assets are restricted by pledges and guarantees. Significant Changes in Asset Composition | Item | End of Current Reporting Period (CNY) | Proportion of Total Assets (%) | End of Prior Year (CNY) | Proportion of Total Assets (%) | Change Rate (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 5,350,957,889.77 | 21.79% | 4,061,667,873.67 | 17.69% | 4.10% | | Accounts Receivable | 3,464,121,622.26 | 14.10% | 2,062,058,357.22 | 8.98% | 5.12% | | Inventories | 4,882,298,663.43 | 19.88% | 4,343,459,278.10 | 18.92% | 0.96% | | Investment Properties | 3,324,706,295.28 | 13.54% | 3,324,706,295.28 | 14.48% | -0.94% | | Short-Term Borrowings | 11,107,162,572.53 | 45.22% | 10,477,899,281.87 | 45.64% | -0.42% | | Contract Liabilities | 1,088,057,968.11 | 4.43% | 1,776,004,493.24 | 7.74% | -3.31% | | Long-Term Borrowings | 1,294,328,887.99 | 5.27% | 1,372,446,937.93 | 5.98% | -0.71% | Assets and Liabilities Measured at Fair Value | Item | Beginning Balance (CNY) | Fair Value Change Gain/Loss for the Period (CNY) | Accumulated Fair Value Changes Recognized in Equity (CNY) | Ending Balance (CNY) | | :--- | :--- | :--- | :--- | :--- | | Trading Financial Assets | 0.00 | 3,177,288.13 | 4,219,270.28 | 10,240,646.82 | | Other Equity Instrument Investments | 993,226,594.20 | 0.00 | 0.00 | 993,226,594.20 | | Other Non-Current Financial Assets | 127,254,506.63 | 0.00 | 0.00 | 124,191,610.89 | | Investment Properties | 3,324,706,295.28 | 0.00 | 0.00 | 3,324,706,295.28 | | Total | 4,445,187,396.11 | 3,177,288.13 | 4,219,270.28 | 4,452,365,147.19 | Asset Restriction Status | Item | Book Balance (CNY) | Ending Book Value (CNY) | Restriction Type | Reason for Restriction | | :--- | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 2,178,026,228.69 | 2,178,026,228.69 | Pledge | Acceptance bill margin, time deposit certificates, letter of guarantee margin, pledged deposit certificates, etc | | Fixed Assets | 164,480,573.74 | 27,220,930.41 | Guarantee | Credit mortgage | | Telling Building Land Use Rights | 1,948,675,505.00 | 1,948,675,505.00 | Guarantee | Credit mortgage | | Total | 4,291,182,307.43 | 4,153,922,664.10 | | | Analysis of Investment Status Total investment decreased by 39.79% year-on-year, primarily in the Shenzhen Bay Super Headquarters project and securities, with no derivative investments or raised funds utilization. Investment Amount for the Reporting Period | Indicator | Amount (CNY) | | :--- | :--- | | Investment Amount for the Reporting Period | 92,119,944.77 | | Investment Amount for Prior Year Period | 152,986,527.80 | | Change Rate | -39.79% | - No significant equity investments during the reporting period[65] - The ongoing significant non-equity investment is the Telling Building self-construction project, with a cumulative investment of CNY 4,054,759,068.18 at period-end, reaching 96.00% completion[66] Securities Investment Status | Security Type | Security Code | Security Name | Beginning Book Value (CNY) | Fair Value Change Gain/Loss for the Period (CNY) | Ending Book Value (CNY) | | :--- | :--- | :--- | :--- | :--- | :--- | | Domestic and Overseas Stocks | 06682 | 4Paradigm | 0.00 | 3,177,288.13 | 10,240,646.82 | | Total | | | 0.00 | 3,177,288.13 | 10,240,646.82 | - The company had no derivative investments or use of raised funds during the reporting period[69][70] Significant Asset and Equity Sales The company had no significant asset or equity sales during the reporting period. - The company did not sell significant assets during the reporting period[71] - The company did not sell significant equity during the reporting period[72] Analysis of Major Holding and Associate Companies This section analyzes major subsidiaries and associates impacting net profit by over 10%, and lists new/deregistered subsidiaries, with no significant operational or performance impact. Major Subsidiaries and Associate Companies with 10% or More Impact on Company Net Profit | Company Name | Company Type | Main Business | Registered Capital (CNY) | Total Assets (CNY) | Net Assets (CNY) | Operating Revenue (CNY) | Net Profit (CNY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Telling Telecommunication Co., Ltd. | Subsidiary | Commercial wholesale and retail | 1,200,000,000.00 | 19,994,308,202.13 | 3,336,011,818.38 | 32,716,044,660.12 | -57,951,365.33 | | Shenzhen Telling Technology Development Co., Ltd. | Subsidiary | Commercial wholesale and retail, telecommunication product repair | 9,489,348.00 | 2,502,383,970.45 | 139,267,779.95 | 3,032,492,519.25 | 2,144,878.57 | | Gongqingcheng Tianshihe Investment Management Partnership (Limited Partnership) | Subsidiary | Investment management, project investment, industrial investment | 500,000,000.00 | 4,554,228,050.82 | 255,564,412.71 | 13,077,327,506.77 | 31,424,430.37 | | Shenzhen Tianliancai Investment Co., Ltd. | Subsidiary | Investment consulting, investment advisory, industrial investment | 119,000,000.00 | 31,948,735.15 | -219,611,953.60 | 1,440,712.65 | -9,799,285.80 | | Gongqingcheng Chuangdongfang Huake Equity Investment Partnership (Limited Partnership) | Associate Company | Capital market services | 1,300,000,000.00 | 432,063,530.58 | 306,089,811.45 | 181,684,353.04 | 19,666,684.07 | - During the reporting period, the company established 38 new subsidiaries and deregistered 1 subsidiary (Telling Telecom Europe, S.L.), with these changes having no significant impact on overall production, operations, and performance[74] Structured Entities Controlled by the Company The company had no structured entities under its control during the reporting period. - The company had no structured entities under its control during the reporting period[75] Risks Faced by the Company and Countermeasures The company faces macroeconomic, new business, and lottery risks, addressed by strategic adherence, flexible market strategies, and continuous technological innovation. - Risks of Macroeconomic Cyclical Fluctuations: Global economic uncertainties and uneven recovery of the domestic consumer market may affect demand in the intelligent terminal market. The company will firmly implement the "Integrated Industry Digital Network Platform" strategy, accelerating the layout of online, new track, and overseas businesses[76] - Risks of New Business Expansion Falling Short of Expectations: New business layouts involve high upfront investment costs and uncertainties due to industry competition and national subsidy policies. The company will closely monitor industry changes and flexibly adjust market and operational management strategies[77] - Risks Related to Lottery Business: Project progress may be delayed due to customer budget adjustments, and policy adjustments may lead to short-term market fluctuations. The company will continue to promote technological innovation and channel optimization to seize new development opportunities[78] Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan The company has not formulated a market value management system or disclosed a valuation enhancement plan. - The company has not formulated a market value management system[79] - The company has not disclosed a valuation enhancement plan[79] Implementation of "Quality and Return Dual Improvement" Action Plan The company's "Quality and Return Dual Improvement" plan aims to enhance quality and investment value through core business focus, strategic implementation, improved disclosure, standardized operations, and strengthened investor returns. - Focusing on Main Business and Promoting High-Quality Development: Optimizing business structure and concentrating resources on developing mobile intelligent terminal sales, e-commerce services, lottery business, etc., as core businesses[80] - Accelerating Strategic Implementation and Enhancing Core Competitiveness: Comprehensively advancing the "Integrated Industry Digital Network Platform" strategy, improving core competitiveness from supply chain, consumption chain, and digitalization aspects[81] - Improving Information Disclosure Quality and Perfecting Corporate Governance: Strictly adhering to laws and regulations, ensuring truthful, accurate, complete, and timely information disclosure, and continuously improving the company's corporate governance structure and internal control system[82] - Standardizing Operations and Strengthening Investor and Media Relations Management: Operating strictly in accordance with regulations, improving the internal control system, attaching great importance to investor relations management, and communicating through various channels and platforms[83][84] - Continuous Cash Dividends and Strengthening Investor Returns: The company highly values reasonable returns to investors and is committed to providing continuous and stable cash dividends, with the proportion of cash dividends to net profit attributable to the parent company maintained at around 30% in the past three years[85] Section IV Corporate Governance, Environment, and Society Changes in Directors, Supervisors, and Senior Management No changes occurred in the company's directors, supervisors, or senior management during the reporting period. - The company's directors, supervisors, and senior management had no changes during the reporting period[87] Profit Distribution and Capital Reserve Conversion to Share Capital for the Current Reporting Period The company plans no cash dividends, bonus shares, or capital reserve conversions for the semi-annual period. - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period[88] Implementation of Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company had no equity incentive, employee stock ownership, or other employee incentive plans or their implementation during the reporting period. - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period[89] Environmental Information Disclosure Status The company and its main subsidiaries are not legally required to disclose environmental information. - The listed company and its main subsidiaries are not included in the list of enterprises required by law to disclose environmental information[90] Social Responsibility Status The company actively fulfills social responsibilities by protecting stakeholder rights, prioritizing environmental protection, and engaging in social welfare while pursuing high-quality development. - Protection of Shareholder and Creditor Rights: Strictly adheres to laws and regulations, accurately, truthfully, completely, and timely discloses information, and communicates with investors through various channels to ensure equal right to know[91] - Protection of Employee Rights: Complies with labor laws and regulations, establishes legal employment systems, pays social insurance in accordance with the law, and cares for employees through paid annual leave, full medical examinations, and holiday benefits[92] - Protection of Supplier, Customer, and Consumer Rights: Seeks healthy win-win relationships, honest transactions, and fair competition, establishes strategic partnerships with suppliers and customers, and safeguards customer and consumer interests by improving service quality[93] - Environmental Protection: Actively promotes national environmental protection policies, raises employee environmental awareness, and advocates for a resource-saving society. The self-built brand "Yixiuge" mobile phone recycling business promotes the environmental significance of mobile phone recycling, fostering green consumption[94][95] - Social Welfare: Company employees actively engage in public welfare, serving as volunteers and spreading care[95] Section V Significant Events Commitments: Fulfillment of Commitments by Actual Controller, Shareholders, Related Parties, Acquirers, and the Company During the Reporting Period and Overdue Unfulfilled Commitments as of the End of the Reporting Period The actual controller, shareholders, and related parties continued fulfilling commitments regarding independence, competition, related party transactions, and share lock-ups, with no overdue matters. Commitment Fulfillment Status | Commitment Reason | Commitment Party | Commitment Type | Summary of Commitment Content | Fulfillment Status | | :--- | :--- | :--- | :--- | :--- | | Commitments made in acquisition report or equity change report | Shenzhen Investment Holdings Co., Ltd. | Commitment to maintain the independence of the listed company | Ensure the independence of the listed company's personnel, assets, finance, organization, and business | Ongoing | | | Shenzhen Investment Holdings Co., Ltd. | Commitment to avoid horizontal competition | Will not actively seek to directly or indirectly operate businesses that compete with Telling Telecommunication Holdings | Ongoing | | | Shenzhen Investment Holdings Co., Ltd. | Commitment to standardize related party transactions | Minimize related party transactions, and conduct them on fair and equitable principles when unavoidable | Ongoing | | | Hong Kong Yiliang, Li Haidong | Commitment to avoid competition | Not to engage in businesses that compete with the main business of the target company and its controlled enterprises | Ongoing | | Commitments made during asset restructuring | All directors, supervisors, and senior management of the listed company | Other commitments | Guarantee the truthfulness, accuracy, and completeness of the information provided for this transaction | Ongoing | | | Transaction counterparty Tianfujin | Commitment to the truthfulness, accuracy, and completeness of information provided | Guarantee the truthfulness, accuracy, and completeness of information provided for this transaction | Ongoing | | | Supporting financing subscriber Shenzhen Investment Holdings | Commitment to the truthfulness, accuracy, and completeness of information provided | Guarantee the truthfulness, accuracy, and completeness of information provided for this transaction | Ongoing | | | Transaction counterparty Tianfujin | Commitment to reduce and standardize related party transactions | Minimize and standardize related party transactions with Telling Telecommunication Holdings | Ongoing | | | Supporting financing subscriber Shenzhen Investment Holdings | Commitment to reduce and standardize related party transactions | Continue to comply with the commitment to standardize related party transactions | Ongoing | | | Transaction counterparty Tianfujin | Commitment to avoid horizontal competition | Avoid engaging in any form of business that competes with Telling Telecommunication Holdings | Ongoing | | | Supporting financing subscriber Shenzhen Investment Holdings | Commitment to avoid horizontal competition | Continue to comply with the commitment to avoid horizontal competition | Ongoing | | | Transaction counterparty Tianfujin, supporting financing subscriber Shenzhen Investment Holdings | Letter of commitment to maintain the independence of the listed company | Guarantee the independence of Telling Telecommunication Holdings and Telling Telecommunication Co., Ltd.'s personnel, organization, assets, business, and finance | Ongoing | | | Transaction counterparty Tianfujin | Commitment regarding clear ownership of target assets | Guarantee legal ownership of Telling Telecommunication equity, with clear ownership and no disputes | Ongoing | | | Declaration and commitment regarding related party relationships and concerted action relationships between transaction parties and shareholders holding 5% or more of the company's shares before the transaction | No related party relationships or concerted action relationships, not seeking control of the listed company | Ongoing | | | Supporting financing subscriber Shenzhen Investment Holdings | Declaration and commitment regarding related party relationships and concerted action relationships between transaction parties and shareholders holding 5% or more of the company's shares before the transaction | No related party relationships or concerted action relationships | Ongoing | | | Directors and senior management of the listed company | Commitment regarding measures to mitigate dilution of immediate returns | Commit to faithfully and diligently perform duties, not harm company interests, and support linking compensation system with return measures | Ongoing | | Commitments made during initial public offering or refinancing | Directors, supervisors, and senior management of the listed company | Commitment to the truthfulness, accuracy, and completeness of information provided | Commit that the content of the prospectus is true, accurate, and complete | Ongoing | | | Issuer's controlling shareholder Shenzhen Investment Holdings | Commitment to the truthfulness, accuracy, and completeness of information provided | Commit that the content of the prospectus is true, accurate, and complete | Ongoing | | | Issuance of A-shares to specific objects, measures to mitigate dilution of immediate returns, and commitments by relevant parties | Commit to faithfully and diligently perform duties, not harm company interests, and support linking compensation system with return measures | Ongoing | | | Issuer's controlling shareholder Shenzhen Investment Holdings | Issuance of A-shares to specific objects, measures to mitigate dilution of immediate returns, and commitments by relevant parties | Commit not to overstep authority in interfering with the issuer's business management activities, and not to infringe upon or harm the issuer's interests | Ongoing | | | Refinancing subscriber | Share lock-up commitment | Shares subscribed by Shenzhen Investment Holdings shall not be transferred within 18 months from the end of the issuance, and shares subscribed by other subscribers shall not be transferred within 6 months | Ongoing | Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties of the Listed Company No non-operating funds were occupied by the controlling shareholder or other related parties during the reporting period. - During the reporting period, there were no non-operating funds occupied by the controlling shareholder and other related parties of the listed company[110] Illegal External Guarantees The company had no illegal external guarantees during the reporting period. - The company had no illegal external guarantees during the reporting period[111] Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was not audited. - The company's semi-annual report was not audited[112] Explanation by the Board of Directors and Supervisory Board on the "Non-Standard Audit Report" of the Accounting Firm for the Current Reporting Period Not applicable, as the company's semi-annual report was unaudited, no non-standard audit report exists. Explanation by the Board of Directors on the "Non-Standard Audit Report" for the Prior Year Not applicable, as the company had no non-standard audit report for the prior year. Bankruptcy and Reorganization Matters The company had no bankruptcy or reorganization matters during the reporting period. - The company had no bankruptcy and reorganization matters during the reporting period[113] Litigation Matters The company had no significant litigation, arbitration, or other legal matters during the current reporting period. - The company had no significant litigation or arbitration matters during the current reporting period[114] Penalties and Rectification Status The company had no penalties or rectification matters during the reporting period. - The company had no penalties or rectification matters during the reporting period[114] Integrity Status of the Company, its Controlling Shareholder, and Actual Controller Not applicable. Significant Related Party Transactions The company engaged in daily related party transactions for mobile phone procurement and sales at market prices, and a subsidiary collaborated on a CNY 300 million financing credit business. Related Party Transactions Related to Daily Operations | Related Party | Related Party Transaction Type | Related Party Transaction Content | Transaction Amount (CNY ten thousands) | Proportion of Similar Transactions (%) | Exceeded Approved Limit | | :--- | :--- | :--- | :--- | :--- | :--- | | Shenzhen Aisidi Co., Ltd. | Procurement | Mobile phone sales and procurement | 6,245.71 | 0.60% | No | | Beijing Jingtianxun East Technology Co., Ltd. | Procurement | Mobile phone sales and procurement | 6,870.29 | 0.07% | No | | Total | | | 69,327.44 | | | - The company had no related party transactions involving asset or equity acquisition/disposal, or joint external investments during the reporting period[117][118] - The company had no non-operating related party creditor-debtor transactions, nor any dealings with related financial companies during the reporting period[119][120][121] - The company's controlling subsidiary, Shanghai Nengliang Electronic Technology Co., Ltd., and its wholly-owned subsidiaries plan to collaborate with Shenzhen Dandanzengxin Financing Guarantee Co., Ltd. or its related parties on financing credit business, with a total amount not exceeding CNY 300 million, constituting a related party transaction[122] Significant Contracts and Their Fulfillment The company had no entrustment, contracting, or leasing, but significant external guarantees for subsidiaries, totaling 700.37% of net assets, primarily joint liability and mortgage guarantees. - The company had no entrustment, contracting, or leasing situations during the reporting period[124][125][126] External Guarantees by the Company and its Subsidiaries (Excluding Guarantees for Subsidiaries) | Guaranteed Party Name | Guaranteed Amount Limit (CNY ten thousands) | Actual Guaranteed Amount (CNY ten thousands) | Guarantee Type | Guarantee Period | Fulfilled | Related Party Guarantee | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shenzhen Dandanzengxin Financing Guarantee Co., Ltd. | 5,000 | 5,000 | Joint liability guarantee | Five months | No | Yes | | Shenzhen Dandanzengxin Financing Guarantee Co., Ltd. | 5,000 | 5,000 | Joint liability guarantee | Five months | No | Yes | | Total Approved External Guarantee Limit for the Reporting Period (A1) | 30,000 | | | | | | | Total Actual External Guarantee Amount for the Reporting Period (A2) | 10,000 | | | | | | | Total Approved External Guarantee Limit at Period-End (A3) | 30,000 | | | | | | | Total Actual External Guarantee Balance at Period-End (A4) | 10,000 | | | | | | Company Guarantees for Subsidiaries (Partial) | Guaranteed Party Name | Guaranteed Amount Limit (CNY ten thousands) | Actual Guaranteed Amount (CNY ten thousands) | Guarantee Type | Collateral | Guarantee Period | Fulfilled | Related Party Guarantee | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Telling Telecommunication Co., Ltd. | 340,000 | 49.31 | Joint liability guarantee, mortgage | Land located at the intersection of Baishi Road and Shenwan Road, Nanshan District, Shenzhen | Ten years | No | Yes | | Telling Telecommunication Co., Ltd. | 187,160 | 10,000 | Joint liability guarantee | None | Three months | No | Yes | | Telling Information Service (Beijing) Co., Ltd. | 20,000 | 10,000 | Joint liability guarantee | None | One year | No | Yes | | Shenzhen Tianlian Terminal Co., Ltd. | 150,000 | 10,000 | Joint liability guarantee | None | Four months | No | Yes | | Shenzhen Telling Technology Development Co., Ltd. | 10,000 | 10,000 | Joint liability guarantee | None | Half year | No | Yes | | Shanghai Nengliang Electronic Technology Co., Ltd. | 13,000 | 3,430 | Joint liability guarantee | None | Half year | No | Yes | | Total Approved Guarantee Limit for Subsidiaries for the Reporting Period (B1) | 1,842,500 | | | | | | | | Total Actual Guarantee Amount for Subsidiaries for the Reporting Period (B2) | 1,671,336 | | | | | | | | Total Approved Guarantee Limit for Subsidiaries at Period-End (B3) | 4,183,312 | | | | | | | | Total Actual Guarantee Balance for Subsidiaries at Period-End (B4) | 1,975,999.65 | | | | | | | Total Company Guarantees | Indicator | Amount (CNY ten thousands) | | :--- | :--- | | Total Approved Guarantee Limit for the Reporting Period (A1+B1+C1) | 1,982,500 | | Total Actual Guarantee Amount for the Reporting Period (A2+B2+C2) | 1,756,733.5 | | Total Approved Guarantee Limit at Period-End (A3+B3+C3) | 4,337,312 | | Total Actual Guarantee Balance at Period-End (A4+B4+C4) | 2,041,397.15 | | Proportion of Actual Total Guarantee Amount to Company Net Assets | 700.37% | | Of which: Guarantee Balance for Shareholders, Actual Controllers, and their Related Parties (D) | 10,000 | | Debt Guarantee Balance Provided Directly or Indirectly for Guaranteed Parties with Asset-Liability Ratio Exceeding 70% (E) | 2,021,397.15 | | Amount of Guarantees Exceeding 50% of Net Assets (F) | 1,885,659.66 | | Total of the Above Three Guarantee Amounts (D+E+F) | 3,917,056.81 | - The company had no entrusted wealth management or other significant contracts during the reporting period[160][161] Explanation of Other Significant Matters The company plans a non-public bond issuance up to CNY 1.2 billion and adjusted its 2023 A-share issuance, reducing funds and extending the resolution's validity. - Non-Public Issuance of Corporate Bonds: The company拟向深圳证券交易所申请面向专业投资者非公开发行公司债券，额度不超过（含）CNY 1.2 billion，期限不超过（含）5年[162] - Non-Public Issuance of A-Shares to Specific Objects: The company adjusted its 2023 non-public issuance of A-shares plan, reducing the maximum total raised funds from CNY 1.847 billion to CNY 1.708 billion. Concurrently, to ensure the smooth progress of the issuance, the validity period of the shareholders' meeting resolution for this issuance is proposed to be extended by 12 months to August 20, 2026[163][164] Significant Matters of Company Subsidiaries Arbitration confirmed Telling Telecommunication's claim for CNY 24,830,580.21 performance compensation and CNY 782,673.49 interest from Tianfujin, requiring a refund to Xufuyuebang due to a lower arbitrated amount. - The Shenzhen International Arbitration Court ruled that Tianfujin shall pay Telling Telecommunication performance compensation of CNY 24,830,580.21, and overdue payment interest of CNY 782,673.49[165] - The arbitration fee of CNY 246,684 for the case shall be borne by Telling Telecommunication[165] - Given that the arbitrated amount is lower than the initial transfer price, Telling Telecommunication will refund the difference between the arbitrated amount and the initial transfer price to Xufuyuebang, as stipulated in the "Creditor's Rights Transfer Agreement"[165] Section VI Changes in Shares and Shareholder Information Changes in Shares The company's total shares and capital structure remained unchanged, with no shifts in restricted or unrestricted share numbers or proportions. Changes in Shares | Item | Number Before Change (shares) | Proportion Before Change (%) | Increase/Decrease in This Change (shares) | Number After Change (shares) | Proportion After Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 970,769 | 0.09% | 0 | 970,769 | 0.09% | | II. Unrestricted Shares | 1,024,129,669 | 99.91% | 0 | 1,024,129,669 | 99.91% | | III. Total Shares | 1,025,100,438 | 100.00% | 0 | 1,025,100,438 | 100.00% | - The reasons for share changes, approval status, transfer status, progress of share repurchase implementation, and impact on financial indicators are not applicable or have no significant changes during the reporting period[169] Issuance and Listing of Securities The company had no issuance or listing of securities during the reporting period. - The company had no issuance and listing of securities during the reporting period[169] Number of Shareholders and Shareholding Status of the Company As of period-end, the company had 88,020 ordinary shareholders, with Shenzhen Investment Holdings as the largest at 19.03%; some top shareholders had pledged/frozen shares and concerted action relationships. - The total number of ordinary shareholders at the end of the reporting period was 88,020[170] Shareholding Status of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Percentage (%) | Number of Shares Held at Period-End (shares) | Number of Unrestricted Shares Held (shares) | Pledge, Mark, or Freeze Status | | :--- | :--- | :--- | :--- | :--- | :--- | | Shenzhen Investment Holdings Co., Ltd. | State-owned Legal Person | 19.03% | 195,032,514 | 195,032,514 | Not applicable: 0 | | Shenzhen Tianfujin Venture Capital Co., Ltd. | Domestic Non-State-owned Legal Person | 9.80% | 100,474,022 | 100,474,022 | Frozen: 100,473,933 | | China Huajian Investment Holdings Co., Ltd. | Domestic Non-State-owned Legal Person | 4.65% | 47,641,582 | 47,641,582 | Pledged: 8,300,000 | | He Zhiping | Overseas Natural Person | 3.16% | 32,440,000 | 32,440,000 | Pledged: 14,100,000 | | Shenzhen Dingpeng Investment Co., Ltd. | Domestic Non-State-owned Legal Person | 1.20% | 12,300,010 | 12,300,010 | Pledged: 7,000,000 | | Zhang Qiu | Domestic Natural Person | 0.75% | 7,706,900 | 7,706,900 | Not applicable: 0 | | Wu Guizhou | Domestic Natural Person | 0.74% | 7,612,000 | 7,612,000 | Not applicable: 0 | | China Merchants Bank Co., Ltd. - Southern CSI 1000 ETF | Other | 0.74% | 7,568,514 | 7,568,514 | Not applicable: 0 | | Beijing International Trust Co., Ltd. - Telling Telecommunication Holdings Equity Investment Trust (formerly Gannan Fruit Industry) | Other | 0.73% | 7,513,319 | 7,513,319 | Not applicable: 0 | | Li Dongyuan | Domestic Natural Person | 0.62% | 6,320,400 | 6,320,400 | Not applicable: 0 | - Shenzhen Investment Holdings Co., Ltd. and Shenzhen Tianfujin Venture Capital Co., Ltd. signed a "Concerted Action Agreement" on August 20, 2018. China Huajian Investment Holdings Co., Ltd. and its actual controller Mr. He Zhiping, and Beijing Henghua Zhisheng Management Consulting Partnership (Limited Partnership) signed a "Concerted Action Agreement"[171][172] Changes in Shareholdings of Directors, Supervisors, and Senior Management Shareholdings of directors, supervisors, and senior management remained unchanged during the reporting period. - The shareholdings of the company's directors, supervisors, and senior management did not change during the reporting period[173] Changes in Controlling Shareholder or Actual Controller The company's controlling shareholder and actual controller remained unchanged during the reporting period. - The company's controlling shareholder did not change during the reporting period[174] - The company's actual controller did not change during the reporting period[174] Preferred Shares Related Information The company had no preferred shares during the reporting period. - The company had no preferred shares during the reporting period[175] Section VII Bond Related Information Bond Related Information The company had no bond-related information to disclose during the reporting period. - The company had no bond-related information during the reporting period[177] Section VIII Financial Report Audit Report The company's semi-annual financial report was not audited. - The company's semi-annual financial report was not audited[179] Financial Statements This section presents the consolidated and parent company financial statements for H1 2025, including balance sheet, income statement, cash flow, and equity changes, reflecting the company's financial position and results. - The consolidated balance sheet shows total assets of CNY 24,561,046,405.17 and total liabilities of CNY 21,551,598,865.62 at period-end[181][183] - The consolidated income statement shows total operating revenue of CNY 46,325,759,161.12 and net profit attributable to parent company shareholders of CNY -62,535,395.17 for the current period[189][190] - The consolidated cash flow statement shows net cash flow from operating activities of CNY 1,051,669,185.36[193][194] Company Basic Information This section provides the company's basic information, including name, address, legal representative, industry, business scope, main activities, history, and consolidated financial statement scope. - Company Name: Telling Telecommunication Holdings Co., Ltd., Registered Address: No. 60 Yingbin Avenue, Ganzhou Economic and Technological Development Zone, Ganzhou City, Jiangxi Province, Legal Representative: Huang Shaowen[208] - The company's industry nature is the telecommunication electronic product sales industry, and its actual main operating activities include intelligent terminal sales, lottery, mobile virtual network operation, and mobile internet businesses[208] - Company Historical Evolution: Originally named Jiangxi Gannan Fruit Industry Co., Ltd., it acquired 70% equity of Telling Telecommunication Co., Ltd. in 2003 and was renamed Telling Telecommunication Holdings Co., Ltd. in 2007[209] Subsidiaries in the Consolidated Financial Statements for the Current Period | Subsidiary Name | Shareholding Percentage (%) | Voting Rights Percentage (%) | | :--- | :--- | :--- | | Telling Telecommunication Co., Ltd. | 100.00 | 100.00 | | Shenzhen Telling Technology Development Co., Ltd. | 100.00 | 100.00 | | Jiangxi Gannan Fruit Industry Co., Ltd. | 100.00 | 100.00 | | Shenzhen Tianliancai Investment Co., Ltd. | 100.00 | 100.00 | | Telling Telecommunication Holdings International Co., Ltd. | 100.00 | 100.00 | | Gongqingcheng Tianshihe Investment Management Partnership (Limited Partnership) | 99.99 | 99.99 | Basis of Financial Statement Preparation Financial statements are prepared on a going concern basis, adhering to Accounting Standards for Business Enterprises and CSRC regulations, confirming the company's 12-month going concern ability. - The company prepares its financial statements on a going concern basis, in accordance with the "Accounting Standards for Business Enterprises" issued by the Ministry of Finance and relevant regulations of the CSRC[212] - The company has the ability to continue as a going concern for at least 12 months from the end of the current reporting period, with no significant matters affecting its going concern ability[213] Significant Accounting Policies and Accounting Estimates This section details significant accounting policies and estimates for financial statement preparation, covering business combinations, financial instruments, revenue, impairment, compensation, grants, deferred tax, and leases, ensuring report reliability. - Statement of Compliance with Accounting Standards for Business Enterprises: The financial statements prepared by the company comply with the requirements of Accounting Standards for Business Enterprises, truthfully and completely reflecting the company's financial position, operating results, and cash flows for the reporting period[214] - Method for Determining Materiality Thresholds: For example, significant individually impaired accounts receivable exceed CNY 1 million, and significant construction in progress projects exceed CNY 10 million[215] - Accounting Treatment for Business Combinations: Distinguishes between same control and non-same control business combinations, and details the measurement of assets and liabilities and the recognition of goodwill[216][217][218][219] - Financial Instruments: Classified as financial assets and liabilities measured at amortized cost, at fair value through other comprehensive income, and at fair value through profit or loss, with detailed recognition criteria and measurement methods[234][235][237][238][239][240][241][243][244][245][246][247][248][249][250] - Revenue Recognition Principles: Revenue is recognized when the customer obtains control of the related goods or services, distinguishing between performance obligations satisfied over time or at a point in time based on their nature[347][348][349][3