美凯龙(601828) - 2025 Q2 - 季度财报

Section 1 Definitions The section defines key terms used in the report, including "Red Star Macalline," "self-operated malls," and "managed malls" - "Red Star Macalline" refers to Red Star Macalline Home Furnishing Group Co., Ltd. and its controlled subsidiaries[11] - "Self-operated malls" refers to malls held, repurchased, leased, or operated by the company's controlled subsidiaries, whose performance is consolidated[11] - "Managed malls" refers to malls managed under management agreements[12] Section 2 Company Profile and Key Financial Indicators This section provides an overview of the company's basic information, contact details, stock information, and key financial performance metrics I. Company Information Details the full legal name of the company and its legal representative - Company's Chinese Name: Red Star Macalline Home Furnishing Group Co., Ltd.[14] - Legal Representative: Li Yupeng[14] II. Contact Person and Contact Information Discloses contact information for the Board Secretary Qiu Zhe and Securities Affairs Representative Li Duo, including address, phone, and email - Board Secretary: Qiu Zhe; Securities Affairs Representative: Li Duo[15] - Contact Address: Macalline Global Center, No. 2/5, Lane 1466, Shenchang Road, Minhang District, Shanghai[15] III. Brief Introduction to Changes in Basic Information The company's registered address, office address, website, and email address remained unchanged - Company's Registered Address: Room F801, 6th Floor, No. 518 Linyu Road, Pudong New Area, Shanghai[16] - Company's Office Address: Macalline Global Center, No. 2/5, Lane 1466, Shenchang Road, Minhang District, Shanghai[16] IV. Brief Introduction to Changes in Information Disclosure and Document Custody Locations The company designates Shanghai Securities News and other newspapers for information disclosure, with the semi-annual report published on the SSE website, and document custody locations unchanged - Designated Information Disclosure Newspapers: Shanghai Securities News, China Securities Journal, Securities Times, Securities Daily[17] - Website Address for Semi-Annual Report Publication: www.sse.com.cn[17](index=17&type=chunk) V. Company Stock Overview The company's A-shares are listed on the Shanghai Stock Exchange (stock code 601828), and H-shares on the Hong Kong Stock Exchange (stock code 01528) - A-shares: Shanghai Stock Exchange, stock code 601828[18] - H-shares: Hong Kong Stock Exchange, stock code 01528[18] VII. Company's Key Accounting Data and Financial Indicators During the reporting period, operating revenue decreased by 21.01% year-on-year, net profit attributable to shareholders was -1.90 billion yuan, net cash flow from operating activities turned positive, and total assets and net assets slightly declined Key Accounting Data (January-June 2025 vs. Prior Period) | Indicator | Current Reporting Period (Jan-Jun, billion yuan) | Prior Period (billion yuan) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 3.337 | 4.225 | -21.01 | | Total Profit | -1.986 | -1.409 | N/A | | Net Profit Attributable to Shareholders of the Listed Company | -1.900 | -1.253 | N/A | | Net Cash Flow from Operating Activities | 0.202 | -0.821 | N/A | | Net Assets Attributable to Shareholders of the Listed Company (Period-end) | 44.403 | 46.490 | -4.49 | | Total Assets (Period-end) | 115.435 | 116.237 | -0.69 | VIII. Differences in Accounting Data Under Domestic and International Accounting Standards The company discloses financial reports under both International and Chinese accounting standards, with the main difference being the measurement of investment properties, which are fair valued under international standards without depreciation or amortization Differences in Net Profit and Net Assets Attributable to Shareholders of the Listed Company Under Domestic and International Accounting Standards | Indicator | Current Period (Net Profit, billion yuan) | Prior Period (Net Profit, billion yuan) | Period-end (Net Assets, billion yuan) | Period-beginning (Net Assets, billion yuan) | | :--- | :--- | :--- | :--- | :--- | | Under Chinese Accounting Standards | -1.900 | -1.253 | 44.403 | 46.490 | | Under International Accounting Standards | -1.955 | -1.337 | 46.057 | 48.198 | - The main difference is that under International Financial Reporting Standards, right-of-use assets involved in subleasing and fixed assets used for rental meet the definition of investment properties, which are subsequently measured at fair value without depreciation or amortization[22][23] IX. Non-recurring Gains and Losses Items and Amounts During the reporting period, total non-recurring gains and losses amounted to -1.298 billion yuan, primarily due to losses from changes in the fair value of investment properties - Total non-recurring gains and losses amounted to -1.298 billion yuan[26] - Of which, gains and losses from changes in fair value of investment properties measured at fair value amounted to -2.042 billion yuan[26] Section 3 Management Discussion and Analysis This section analyzes the company's industry, business operations, core competitiveness, and financial performance during the reporting period, along with potential risks I. Explanation of the Company's Industry and Main Business Operations During the Reporting Period As a leading home furnishing and furniture mall operator in China, the company expands its market through self-operated, managed, franchised, and strategic cooperation models; in H1 2025, the macroeconomic environment was stable, and the home retail market benefited from trade-in policies, while the real estate market remained in a bottoming-out and transformation phase - The company's main business models include self-operated malls, managed malls, franchised malls, and strategic cooperation malls, providing comprehensive home furnishing consumption services[29] - In H1 2025, China's GDP grew by 5.3% year-on-year, with steady growth in per capita disposable income and consumption expenditure[31] - In H1, total retail sales of consumer goods increased by 5% year-on-year, with furniture sales up 22.9% and home appliances and audio-visual equipment up 30.7%, indicating strong performance in real estate post-cycle categories[32] - As of the end of the reporting period, the company operated 76 self-operated malls, 235 managed malls, 7 strategic cooperation malls, and 23 franchised home furnishing and building materials projects, covering 189 cities nationwide, with a total operating area of 19,361,762 square meters[34] II. Discussion and Analysis of Operating Performance In H1, the company actively responded to market changes, advanced its "3+Star Ecosystem" strategy, upgraded high-end appliance, home improvement, and new energy vehicle formats, and implemented national trade-in policies, strengthening digital and online-offline integrated operations to enhance efficiency and performance (I) Steadily Advancing "3+Star Ecosystem," Accelerating Format Integration Model The company is rapidly growing its high-end appliance business, developing M+ home improvement design centers, and expanding its new energy vehicle formats - High-end appliance business grew rapidly, with appliance operating area accounting for 9.4% by the end of June, and a plan to build 40 "Mega-E Smart Electric Oasis" ecological benchmarks in the next three years[36] - M+ Home Improvement Design Center has developed 731,000 square meters, introduced over 1,000 design studios, and collaborated with nearly 5,000 designers, building China's largest home improvement design service network[38] - New energy vehicle formats have entered 50 malls, covering 44 cities, collaborating with over 30 brands, with an operating area of 261,000 square meters, an increase of 97,000 square meters from the end of 2024[39] (II) Actively Responding to Trade-in Policies, Unleashing Consumption Potential from Existing Stock The company actively participated in national trade-in programs, generating significant sales and subsidies - National mall trade-in orders totaled 743,000, with sales of 7.31 billion yuan, and central government subsidies of 1.17 billion yuan, accounting for approximately 16% of sales[39] (III) Focusing on Digital and Intelligent Empowerment, Enhancing Management Efficiency The company enhanced its digital capabilities in merchant recruitment, consumer engagement, and operational analytics, leveraging AI for improved efficiency - Merchant recruitment management added features like auxiliary comparison of preferential details and automatic calculation of average rent, improving audit quality and efficiency[40] - Consumer-facing upgrades to Macalline Mini Program, Huanxin Mini Program, and Yingchuang Huixuan Mini Program accumulated 1.47 million effective customer leads, reducing customer acquisition costs[40] - Built merchant evaluation models, occupancy rate improvement incentive models, marketing ROI models, and established an AI service platform to advance intelligent customer service and AI training assistants[41] (IV) Deep Integration of Online and Offline, Omnichannel User Traffic Operation The company integrated online and offline channels to enhance user engagement and drive sales, leveraging platforms like Douyin and Xiaohongshu - Through platforms like Douyin Local Life and Xiaohongshu, the company linked live streaming to create an "online seeding - offline experience" closed loop, with customer leads from Douyin growing by over 2 times year-on-year[41][48] - Offline, the company solidified trade-in programs, launched joint brand marketing with government and enterprise dual subsidies, and advanced the "Ten Thousand Projects Service Plan" and "Home Service System" to enhance user experience[42] III. Analysis of Core Competitiveness During the Reporting Period The company's core competitiveness stems from its extensive national retail network, strong brand influence, unique commercial properties, agile light-asset model, optimized category and format layouts, robust innovation and digital capabilities, integrated marketing, superior customer experience, and an experienced management team bolstered by state-owned capital investment - The company possesses a national home furnishing and furniture retail network, with the "Red Star Macalline" brand enjoying high recognition and influence in China[43] - Core commercial properties form a strong moat, with nearly 80% of self-operated malls located in prime areas of first and second-tier cities; the light-asset model (managed, franchised) supports expansion into lower-tier markets[44][45] - Continuously optimizing category and format layouts, successfully entering the high-end appliance market, creating "Mega-E Smart Electric Oasis," and introducing high-frequency consumption formats, M+ high-end design centers, and new energy vehicle formats[45][46][47] - Strong innovation and digital operational capabilities, pioneering new retail models for home furnishing consumption through "Tmall City Station," "Gold Medal Shopping Guide, Ten Thousand People Live Stream," and Douyin Local Life to achieve online-offline integration[47][48] - A national integrated marketing network enhances channel value, achieving precise matching between brands and consumers through accurate user and product profiling[50] - Consistently strengthening consumer shopping experience by providing an attractive shopping environment, the widest range of product choices, product quality and green environmental protection assurance, and continuously optimized customer service[51][52] - Possesses a highly innovative and experienced management team, and the introduction of state-owned shareholders like C&D Inc. and Lianfa Group brings new opportunities for governance structure optimization and business synergy[53][54] IV. Main Operating Performance During the Reporting Period During the reporting period, the company's operating revenue decreased by 21.01% year-on-year, mainly due to weakened home retail demand, increased merchant retention incentives, and fewer managed malls; operating costs, selling expenses, administrative expenses, and R&D expenses all decreased, as did financial expenses due to lower financing costs; increased fair value change losses on investment properties led to a significant decline in total profit; the company's asset-liability structure remained stable, with a low proportion of overseas assets (I) Analysis of Main Business Operations Major Accounting Data Changes (January-June 2025 vs. Prior Period) | Item | Current Period (billion yuan) | Prior Period (billion yuan) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 3.337 | 4.225 | -21.01 | | Operating Cost | 1.285 | 1.662 | -22.68 | | Selling Expenses | 0.366 | 0.463 | -20.91 | | Administrative Expenses | 0.375 | 0.485 | -22.65 | | Financial Expenses | 1.089 | 1.269 | -14.25 | | R&D Expenses | 0.003 | 0.007 | -55.76 | | Gains from Changes in Fair Value | -2.096 | -0.919 | N/A | | Net Cash Flow from Operating Activities | 0.202 | -0.821 | N/A | - Operating revenue decreased primarily due to weakened demand in the home retail market, increased incentives for merchant retention, and a reduction in the number of managed malls and other business segment projects, as well as slower progress[56] - Comprehensive gross profit margin was 61.5%, an increase of 0.8 percentage points compared to the prior period[69] - Revenue from architectural decoration services decreased by 51.1% year-on-year, with gross profit margin decreasing by 15.5 percentage points[66] (III) Analysis of Assets and Liabilities - Period-end trading financial assets decreased by 95.02% compared to period-beginning, mainly due to investment recovery[73] - Period-end other equity instrument investments decreased by 41.28% compared to period-beginning, mainly due to disposal of investments and fair value changes[73] - Period-end notes payable decreased by 100.00% compared to period-beginning, mainly due to maturity and settlement[73] - Period-end other non-current liabilities increased by 52.28% compared to period-beginning, mainly due to new commercial real estate mortgage-backed securities[73] - Overseas assets accounted for 0.26% of total assets[74] - As of the end of the reporting period, the company's major asset restrictions are detailed in "Financial Report VII, 31. Assets with Restricted Ownership or Use Rights"[76] (IV) Analysis of Investment Status - The company primarily invests in home furnishing malls, upstream and downstream sectors of the home furnishing industry, and warehousing logistics[77] Securities Investment Status (January-June 2025) | Asset Category | Period-beginning (yuan) | Gains/Losses from Fair Value Changes in Current Period (yuan) | Cumulative Fair Value Changes Included in Equity (yuan) | Amount Purchased in Current Period (yuan) | Amount Sold/Redeemed in Current Period (yuan) | Period-end (yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Trading Financial Assets | 144,634,242.51 | 77,865,931.22 | - | - | 215,295,511.22 | 7,204,662.51 | | Other Non-current Financial Assets | 160,878,765.36 | -53,848,720.14 | - | 10,213,500.00 | -18,206,045.22 | 98,937,500.00 | | Other Equity Instrument Investments | 1,230,891,718.94 | - | -238,265,845.73 | - | 269,821,581.99 | 722,804,291.22 | | Accounts Receivable Financing | 11,764,612.37 | - | - | - | 11,764,612.37 | 5,577,135.92 | | Total | 1,548,169,339.18 | -53,848,720.14 | -238,265,845.73 | 93,656,567.14 | 496,981,705.58 | 834,523,589.65 | (VI) Analysis of Major Controlled and Invested Companies - During the reporting period, the company acquired 9 subsidiaries through equity acquisition, including Yantai Red Star International Home Furnishing Management Co., Ltd. and Tianjin Red Star Macalline International Home Furnishing Plaza Co., Ltd.[81] - These equity acquisitions had no significant impact on overall production, operations, or performance[81] (VII) Information on Structured Entities Controlled by the Company Financial Data of Major Structured Entities (January-June 2025) | Company Name | Registered Capital (ten thousand yuan) | Total Assets (ten thousand yuan) | Net Assets (ten thousand yuan) | Operating Revenue (ten thousand yuan) | Operating Profit (ten thousand yuan) | Net Profit (ten thousand yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Wuhan Red Star Macalline Expo Home Furnishing Plaza Development Co., Ltd. | 55,287.87 | 129,207.79 | 37,909.36 | 2,554.76 | -15,089.56 | -11,168.48 | | Chengdu Changyi Red Star Macalline Home Furnishing Market Operation Management Co., Ltd. | 2,000.00 | 55,792.62 | 38,861.86 | 912.80 | -12,570.61 | -9,399.75 | | Shenyang Mingdu Home Furnishing Plaza Co., Ltd. | 25,500.00 | 45,190.00 | -21,485.47 | 1,045.48 | -10,241.53 | -9,223.04 | V. Other Disclosure Matters The company faces risks such as macroeconomic slowdown, real estate industry cyclical fluctuations, talent shortages and turnover, challenges in expanding new businesses, and fair value changes in investment properties; the company plans to address these challenges through stable operations, efficiency improvements, talent development, and seizing industry opportunities (I) Potential Risks - Macroeconomic slowdown and cyclical fluctuations in the real estate industry may weaken demand in the home furnishing and furniture retail sector, negatively impacting the company's operating performance[85] - Risks of talent shortage and turnover, which the company addresses through talent development and reserve plans[86] - Expansion into new businesses may face new challenges, which the company will address by leveraging the influence of existing businesses to provide resource support[87] - Changes in the fair value of investment properties are influenced by macroeconomic conditions, the real estate market, and the home furnishing consumption environment, which may adversely affect financial position and operating performance[88][89] Section 4 Corporate Governance, Environment and Society This section covers changes in the company's directors and senior management, profit distribution plans, and employee incentive schemes I. Changes in Company Directors and Senior Management During the reporting period, Director Wang Wenhuai, Chairman Zheng Yongda, and Deputy General Manager Jiang Xiaozhong resigned; Li Yupeng was elected as a non-executive director and then re-designated as an executive director and chairman; Ye Yanliu was elected as a non-executive director - Director Wang Wenhuai resigned due to work arrangements[92] - Zheng Yongda resigned as chairman and director due to work reasons[92] - Li Yupeng was elected as a non-executive director, then re-designated as an executive director and elected as chairman[93] - Deputy General Manager Jiang Xiaozhong resigned due to termination of employment contract[93] - Ye Yanliu was elected as a non-executive director[93] II. Profit Distribution or Capital Reserve Conversion Plan The company's board of directors does not recommend distributing an interim dividend for the six months ended June 30, 2025, nor is there a capital reserve conversion plan - No profit distribution plan or capital reserve conversion plan[94] - The board of directors does not recommend distributing an interim dividend for H1 2025[94] III. Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures and Their Impact During the reporting period, there were no developments or changes in the company's equity incentive plans, employee stock ownership plans, or other employee incentive measures - No developments or changes in equity incentive plans, employee stock ownership plans, or other employee incentive measures[95][96] Section 5 Significant Matters This section details the fulfillment of commitments, legal and regulatory compliance, significant related party transactions, major contracts, use of raised funds, and other important post-balance sheet events I. Fulfillment of Commitments The company's controlling shareholder C&D Inc., indirect controlling shareholder C&D Group, former controlling shareholder Red Star Holding, and former actual controller Che Jianxing, along with other related parties, have strictly fulfilled their commitments regarding related party transactions, competition, share lock-ups, and other matters - Controlling shareholder C&D Inc. and indirect controlling shareholder C&D Group strictly fulfilled their commitments to resolve related party transactions and competition[98][99][100] - Controlling shareholder C&D Inc. committed not to transfer the Macalline shares acquired through this transaction within 18 months after the completion of the transaction[100] - Former actual controller Che Jianxing and his close family members fulfilled commitments regarding share lock-ups, avoiding competition, and related party fund occupation[101][103][104] - The company and relevant parties fulfilled commitments regarding the truthfulness of the prospectus, return enhancement measures, and restrictive measures for unfulfilled commitments[106][107][108] - The company committed not to directly or indirectly use the raised funds for quasi-financial businesses, and not to add new capital investment in quasi-financial businesses before the funds are fully utilized or within 36 months of their arrival[109] VIII. Alleged Violations, Penalties, and Rectification by the Listed Company, its Directors, Senior Management, Controlling Shareholders, and Actual Controllers During the reporting period, Mr. Che Jianxing, a director of the company, was investigated and placed under detention by the Yunnan Provincial Supervisory Commission for personal reasons - Mr. Che Jianxing, a director of the company, was investigated and placed under detention by the Yunnan Provincial Supervisory Commission for personal reasons[111] X. Significant Related Party Transactions During the reporting period, the company engaged in multiple daily operating related party transactions, including providing auxiliary services, purchasing goods, leasing in and out properties, and intercompany borrowings with the controlling shareholder (I) Related Party Transactions Related to Daily Operations - Actual amount of services provided to related parties was 10.456 million yuan, of which 2.6361 million yuan was for auxiliary services to C&D Inc. and its subsidiaries[114][115] - Actual amount of goods purchased and services received from related parties was 3.6389 million yuan, of which 2.1803 million yuan was for goods purchased from C&D Inc. and its subsidiaries[115] - Actual amount of property leased from related parties was 11.641 million yuan, and property leased out to related parties was 4.6538 million yuan[115] (IV) Related Party Creditor-Debtor Transactions - The company issued an "Announcement on Estimated Related Party Transaction Limits with Financial Institutions"[117] - The company issued an "Announcement on the Company Applying for Loans from the Controlling Shareholder and Related Party Transactions"[117] (VII) Other - The company issued an "Announcement on Estimated Related Party Transaction Limits with Financial Leasing Companies for 2025"[118] XI. Significant Contracts and Their Performance This section discloses the company's significant leasing contracts and guarantees during the reporting period; as a lessee, the company has multiple large-value leasing contracts; as a guaranteed party, it has multiple guarantees provided by related parties, with the total guarantee amount accounting for 33.75% of the company's net assets (I) Custody, Contracting, and Leasing Matters - The company has multiple large-value leasing contracts, such as a lease contract with China Agricultural Mechanization Science Research Institute involving 1.27 billion yuan, with a lease term until 2048[121] - A building materials hall lease contract with Beijing Beiyuan Xinghua Comprehensive Market Co., Ltd./Beijing Beiyuan Industrial Development Co., Ltd. involves 1.09 billion yuan, with a lease term until 2029[121] (II) Significant Guarantees Performed and Unperformed During the Reporting Period Company's Total Guarantee Amount | Indicator | Amount (billion yuan) | | :--- | :--- | | Total Guarantees Provided to Subsidiaries in Current Period | 5.141 | | Total Guarantees Provided to Subsidiaries at Period-end (B) | 15.963 | | Total Guarantees (A+B) | 15.963 | | Total Guarantees as % of Company's Net Assets | 33.75 | XII. Progress on Use of Proceeds from Fundraising The company's overall use of proceeds from fundraising shows that funds from the initial public offering and private placement have been largely invested; during the reporting period, the company temporarily used some idle proceeds to supplement working capital, of which 350 million yuan has been repaid, and another 1.01 billion yuan is not yet due (I) Overall Use of Proceeds from Fundraising Overall Use of Proceeds from Fundraising (As of Period-end) | Source of Proceeds | Net Total Proceeds (1) (billion yuan) | Cumulative Investment as of Period-end (2) (billion yuan) | Cumulative Investment Progress (%) (3)=(2)/(1) | | :--- | :--- | :--- | :--- | | Initial Public Offering | 3.094 | 3.050 | 101.44 | | Private Placement | 3.701 | 3.678 | 99.38 | | Total | 6.924 | 6.728 | 97.18 | (II) Details of Fundraising Projects - Tianjin Beichen Mall Project, Hohhot Yuquan Mall Project, Dongguan Wanjiang Mall Project, Harbin Songbei Mall Project, Urumqi Convention and Exhibition Mall Project, etc., have reached their intended usable state and are closed[128][129] - Xining World Expo Mall Project's cumulative investment as of period-end was 110.0125 million yuan, exceeding the planned use of proceeds of 110 million yuan, due to investment of interest income generated from the special fundraising account[130][136] - The permanent replenishment of working capital project's cumulative investment as of period-end was 373 million yuan, exceeding the planned use of proceeds of 311.8934 million yuan, due to unreplaced issuance expenses, cumulative bank deposit interest received, and previously mis-transferred amounts[132][136] (IV) Other Uses of Proceeds from Fundraising During the Reporting Period - On March 4, 2024, the company used 350 million yuan of idle proceeds to temporarily supplement working capital, which was fully repaid on March 3, 2025[139] - On October 24, 2024, the company used 1.01 billion yuan of idle proceeds to temporarily supplement working capital, which was not yet due for repayment as of June 30, 2025[140] - As of June 30, 2025, the company had no cash management activities involving idle proceeds[141] XIII. Explanation of Other Significant Matters During the reporting period, the company waived some voluntary commitments, experienced multiple changes in directors and senior management, planned to establish a commercial mortgage-backed securities special plan, and saw equity changes due to the court approval of its second largest shareholder's restructuring plan; post-period, further changes in directors and senior management occurred, the company abolished the supervisory board and revised its articles of association, shareholders and senior management disclosed reduction plans, and some shares are subject to judicial enforcement 1. Waiver of Certain Voluntary Commitments by the Company - The company waived voluntary commitments regarding compliance with national real estate macroeconomic control policies and other matters[143] 2. Changes in Directors and Senior Management - Director Wang Wenhuai, Chairman Zheng Yongda, and Deputy General Manager Jiang Xiaozhong resigned[144][145] - Li Yupeng was elected as a non-executive director, then re-designated as an executive director and elected as chairman[144] 3. Proposed Establishment of Commercial Mortgage-Backed Securities Special Plan - The company plans to establish a commercial mortgage-backed securities special plan, with a proposed issuance size of no more than 1.768 billion yuan and a term of no more than 15 years[146] 4. Court Approval of Restructuring Plan for the Company's Second Largest Shareholder and Equity Changes - Red Star Holding's restructuring plan was approved by the court, and 155,493,495 shares of the company (accounting for 3.57% of total share capital) held by it will be directly distributed to ordinary creditors as debt repayment[148] - After the distribution, the total shares held by Red Star Holding and its concerted parties will decrease from 1,023,955,993 shares to 868,462,498 shares[148] Post-Period Significant Matters - Executive Director and General Manager Che Jianxing resigned as General Manager, and Shi Yaofeng was appointed as General Manager[149] - Ye Yanliu was elected as a non-executive director, Li Jianhong resigned as a non-executive director, and Xu Guofeng was nominated as an additional non-executive director[149][150] - The company abolished the supervisory board, with the board's audit committee exercising the functions of the supervisory board, and revised the company's articles of association and some governance systems[152] - Shareholder Hangzhou Haoyue Enterprise Management Co., Ltd. and Board Secretary Ms. Qiu Zhe disclosed share reduction plans[153] - 43,023,000 shares of the company held by Changzhou Meikai Information Technology Co., Ltd., a shareholder holding over 5%, are subject to judicial enforcement[154] Section 6 Share Changes and Shareholder Information This section details changes in the company's share capital and provides an overview of its shareholder structure I. Share Capital Changes During the reporting period, there were no changes in the company's total share capital or share capital structure - During the reporting period, there were no changes in the company's total share capital or share capital structure[156] II. Shareholder Information As of the end of the reporting period, the company had 56,036 common shareholders; the top two shareholders were Xiamen C&D Inc. and Red Star Macalline Holding Group Co., Ltd., holding 23.95% and 21.53% respectively - Total number of common shareholders as of the end of the reporting period: 56,036 households[157] Top Ten Shareholders' Shareholding (As of Period-end) | Shareholder Name | Period-end Shareholding Quantity | Proportion (%) | Share Status | Quantity | | :--- | :--- | :--- | :--- | :--- | | Xiamen C&D Inc. | 1,042,958,475 | 23.95 | Unrestricted | - | | Red Star Macalline Holding Group Co., Ltd. | 937,619,721 | 21.53 | Pledged | 934,916,596 | | HKSCC Nominees Limited | 741,089,687 | 17.02 | Unknown | - | | Hangzhou Haoyue Enterprise Management Co., Ltd. | 290,747,243 | 6.68 | Unrestricted | - | | Lianfa Group Co., Ltd. | 261,283,961 | 6.00 | Unrestricted | - | | Changzhou Meikai Information Technology Co., Ltd. | 43,023,000 | 0.99 | Pledged | 43,023,000 | | Zhongrong Life Insurance Co., Ltd. - Participating Products | 42,999,969 | 0.99 | Unrestricted | - | | Red Star Macalline Holding Group Co., Ltd. - Red Star Macalline Holding Group Co., Ltd. 2019 Non-public Issuance Exchangeable Corporate Bonds (Phase I) Pledged Account | 42,705,632 | 0.98 | Unrestricted | - | | Huaan Fund - Industrial Bank - Qingdao City Investment Financial Holding Group Co., Ltd. | 24,301,336 | 0.56 | Unrestricted | - | | Hong Kong Securities Clearing Company Limited | 18,468,230 | 0.42 | Unrestricted | - | - Xiamen Municipal People's Government State-owned Assets Supervision and Administration Commission is the ultimate controlling party, holding 29.95% of the company's total share capital through controlled corporate interests[161] - Red Star Macalline Holding Group Co., Ltd. and its controlled corporate interests collectively hold 23.50% of the company's total share capital[161] Section 7 Bond-Related Information This section provides details on the company's corporate bonds and non-financial enterprise debt financing instruments, including their basic information, significant events, and key financial indicators I. Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments The company issued $249.7 million of 5.20% credit-enhanced bonds due in 2025; during the reporting period, the consolidated interest-bearing debt balance was 32.467 billion yuan, a year-on-year change of 9.80% 1. Basic Information on Corporate Bonds - Bond Name: $249,700,000 5.20% Credit Enhanced Bonds due 2025[173] - Bond Balance: $249.7 million; Interest Rate: 5.2%[173] - Repayment Method: Semi-annual interest payments, principal repaid in a lump sum at maturity[173] (IV) Significant Matters Related to Corporate Bonds During the Reporting Period - During the reporting period, the company had no non-operating intercompany receivables or fund borrowings[174] - As of the end of the reporting period, the company's consolidated interest-bearing debt balance was 32.467 billion yuan, a year-on-year change of 9.80%[178][179] - Among consolidated interest-bearing debt, bank loans accounted for 66.92%, and other interest-bearing debt accounted for 27.59%[179] - Overseas bond balance was 1.786 billion yuan, of which 1.788 billion yuan principal is due within 1 year[180] (VII) Key Accounting Data and Financial Indicators Key Financial Indicators (January-June 2025 vs. Prior Period) | Key Indicator | Current Period-end/Current Period (Jan-Jun) | Prior Year-end/Prior Period | Change (%) | | :--- | :--- | :--- | :--- | | Asset-Liability Ratio (%) | 59.02 | 57.40 | 2.82 | | EBITDA to Total Debt Ratio | -0.02 | 0.01 | -300.00 | | Interest Coverage Ratio | -0.81 | -0.08 | N/A | | Cash Interest Coverage Ratio | 1.39 | 0.59 | 135.59 | | EBITDA Interest Coverage Ratio | -0.58 | 0.19 | -405.26 | - The decline in EBITDA to total debt ratio, interest coverage ratio, and EBITDA interest coverage ratio was mainly due to a decrease in total profit[183] - The increase in cash interest coverage ratio was mainly due to improved operating cash flow[183] Section 8 Financial Report This section includes the audit report, financial statements, company's basic information, basis of financial statement preparation, significant accounting policies and estimates, taxation, notes to consolidated financial statement items, R&D expenses, changes in consolidation scope, interests in other entities, government grants, risks related to financial instruments, fair value disclosures, related parties and related party transactions, commitments and contingencies, events after the balance sheet date, other significant matters, notes to parent company financial statement items, and supplementary information I. Audit Report This semi-annual report is unaudited - This semi-annual report is unaudited[4] II. Financial Statements This section presents the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the first half of 2025, reflecting the financial position and operating results at the end of the reporting period - Includes Consolidated Balance Sheet (P73-75), Parent Company Balance Sheet (P75-77), Consolidated Income Statement (P78-79), Parent Company Income Statement (P79-80), Consolidated Cash Flow Statement (P81-82), Parent Company Cash Flow Statement (P82-83), Consolidated Statement of Changes in Owners' Equity (P84-87), Parent Company Statement of Changes in Owners' Equity (P87-90)[186][189][192][195][198][201][204][209] III. Company's Basic Information The company was established in Shanghai, China in 2007, with its registered capital changing to 4,354,732,673.00 yuan after multiple capital increases and share capital changes; in June 2023, Xiamen C&D Inc. and its controlled subsidiary Lianfa Group Co., Ltd. became the controlling shareholders; the company primarily operates home furnishing mall management services and related supporting services - The company was established in Shanghai, China on June 18, 2007[214] - The company's registered capital changed to 4,354,732,673.00 yuan[218] - On June 21, 2023, Xiamen C&D Inc. and its controlled subsidiary Lianfa Group Co., Ltd. purchased 29.95% of the company's A-shares held by the former controlling shareholder Red Star Macalline Holding Group Co., Ltd.[218] - The company's main business scope includes providing management services for invested enterprises, enterprise management consulting, commodity information consulting; providing design planning and management services for operating home furnishing malls, wholesale of furniture, building materials (excluding steel), and decorative materials, and providing related supporting services; exhibition services[219] IV. Basis of Financial Statement Preparation The company's financial statements are prepared on a going concern basis in accordance with enterprise accounting standards and their application guidelines and interpretations; despite total current liabilities exceeding total current assets by 18.5 billion yuan, management assesses that liquidity risk is controllable and does not constitute a significant impact on going concern - The company prepares its financial statements on a going concern basis, in accordance with enterprise accounting standards and their application guidelines and interpretations[221] - As of June 30, 2025, the company's total current liabilities exceeded total current assets by 18.5 billion yuan[223] - Management assesses that liquidity risk remains within controllable limits and does not constitute a significant impact on going concern and financial statements[223] V. Significant Accounting Policies and Accounting Estimates This section details the company's statement of compliance with enterprise accounting standards, accounting period, operating cycle, functional currency, materiality criteria, accounting treatment for business combinations, consolidation methods for financial statements, criteria for cash and cash equivalents, foreign currency transactions and translation of foreign currency financial statements, financial instruments, fair value measurement, recognition and measurement of various assets (notes receivable, accounts receivable, inventories, contract assets, long-term equity investments, investment properties, fixed assets, construction in progress, intangible assets, goodwill, long-term deferred expenses, etc.), contract liabilities, employee benefits, provisions, share-based payments, revenue recognition, contract costs, government grants, deferred income tax assets/liabilities, leases, and other significant accounting policies and estimates - The company's financial statements comply with enterprise accounting standards, accurately and completely reflecting its financial position[225] - Detailed explanations are provided for the classification, measurement, impairment, and transfer of financial instruments, as well as the methods and levels for determining fair value[271][275][282][311][312] - Investment properties are subsequently measured using the fair value model, with changes in fair value recognized in profit or loss for the current period[342] - Revenue recognition is based on the fulfillment of performance obligations and the customer obtaining control of goods, with specific recognition methods detailed for entrusted operation management, construction services, home improvement, and merchandise sales[384][388][393][394][395] - Key accounting estimates and critical assumptions include fair value measurement of investment properties, classification of financial assets, measurement of expected credit losses for accounts receivable, goodwill impairment, impairment of non-current assets, deferred income tax assets, and fair value determination of unlisted equity investments[442][443][444] VI. Taxation This section discloses the company's main tax categories and rates, including VAT, urban maintenance and construction tax, property tax, education surcharge, local education surcharge, and corporate income tax; some subsidiaries enjoy Western Development corporate income tax incentives or high-tech enterprise tax incentives, applying a 15% corporate income tax rate - VAT rates include 3%, 5%, 6%, 9%, 13%[446] - Corporate income tax rate is generally 25%, with some subsidiaries enjoying a preferential rate of 15%[446] - Chengdu Red Star Macalline Xinnan Commercial Management Co., Ltd. and Chongqing Liangjiang New Area Red Star Macalline Commercial Management Co., Ltd. enjoy Western Development corporate income tax incentives, applying a 15% tax rate[448] - Shanghai Red Star Macalline Architectural Design Co., Ltd. obtained a high-tech enterprise certificate, applying a 15% tax rate[448] VII. Notes to Consolidated Financial Statement Items This section provides detailed notes for each item in the consolidated financial statements, including monetary funds, various receivables, inventories, long-term equity investments, investment properties, fixed assets, intangible assets, goodwill, various liabilities, and owners' equity, explaining their period-end balances, changes, and related accounting treatments - Period-end monetary funds amounted to 3.975 billion yuan, of which 760 million yuan were restricted funds[450] - Period-end accounts receivable book value was 557 million yuan, with bad debt provisions of 1.588 billion yuan[458][460] - Period-end investment properties fair value was 91.812 billion yuan, of which 80.607 billion yuan were restricted[533] - Period-end long-term borrowings amounted to 18.743 billion yuan, an increase of 1.039 billion yuan from period-beginning[596] - Operating revenue was 3.337 billion yuan, a year-on-year decrease of 21.01%; operating cost was 1.285 billion yuan, a year-on-year decrease of 22.68%[623] - Gains from changes in fair value amounted to -2.096 billion yuan, mainly due to increased losses from fair value changes of investment properties[639] VIII. Research and Development Expenses During the reporting period, the company's R&D expenses primarily consisted of employee compensation, totaling 3.2472 million yuan, all of which were expensed - Total R&D expenses for the current period were 3,247,241.54 yuan, primarily employee compensation[666] - All R&D expenses were expensed[666] IX. Changes in Consolidation Scope During the reporting period, the company added 12 subsidiaries through establishment or investment, and 9 subsidiaries through equity acquisition, while deregistering 3 subsidiaries - Acquired 12 subsidiaries through establishment or investment, including Xiamen Macalline Home Furnishing Decoration Engineering Co., Ltd.[668] - Acquired 9 subsidiaries through equity acquisition, including Tangshan Feikai Real Estate Development Co., Ltd.[669] - Deregistered 3 subsidiaries, including Shanghai Macalline Commercial Business Enterprise Management Co., Ltd.[672] X. Interests in Other Entities This section details the company's interests in subsidiaries, joint ventures, and associates, including registered capital, shareholding percentage, acquisition method for each subsidiary, and key financial information for significant non-wholly owned subsidiaries, joint ventures, and associates - The company owns numerous subsidiaries, covering businesses such as venue leasing management, brand management, investment management, and home improvement design[675][676][677][678][679][680][681] - Significant non-wholly owned subsidiaries include Zhengzhou Red Star Macalline International Home Furnishing Co., Ltd., Yintai (Yongqing) New City Investment Co., Ltd., and Suzhou Industrial Park Red Star Macalline Home Furnishing Co., Ltd., with minority shareholder stakes of 39.69%, 30.00%, and 45.00% respectively[696] - Significant joint ventures include Chengdu Dongtai Shopping Mall Co., Ltd., Shanghai Mingyi Commercial Enterprise Development Co., Ltd., etc.; significant associates include Haier Consumer Finance Co., Ltd., Shandong Ginza Home Furnishing Co., Ltd., etc.[698][704] - Some joint ventures or associates have accumulated unrecognized excess losses[709] XI. Government Grants During the reporting period, the total government grants recognized in profit or loss amounted to 32.1939 million yuan, primarily income-related government grants - Total government grants recognized in profit or loss for the current period amounted to 32,193,856.04 yuan[711] - Income-related government grants amounted to 32,193,856.04 yuan[711] - Government grants in deferred income had a period-end balance of 157,650,186.16 yuan, which are asset-related[711] XII. Risks Related to Financial Instruments The company faces credit risk, liquidity risk, and market risk (including foreign exchange risk, interest rate risk, and equity instrument investment price risk); the company manages these risks through credit review, diversified investments, risk management policies, and hedging instruments; at the end of the reporting period, the company's leverage ratio was 41.23% - The company faces credit risk, liquidity risk, and market risk (foreign exchange risk, interest rate risk, and equity instrument investment price risk)[713] - Credit risk is managed by transacting with reputable third parties and continuously monitoring accounts receivable balances[715] - Liquidity risk is managed through revolving liquidity planning tools; at period-end, 45.81% of debt is due within less than 1 year[719] - Foreign exchange risk is primarily related to USD, HKD, and EUR, and is mitigated through structured currency swaps and option combination products[722][723] - Interest rate risk is mainly related to long-term liabilities with floating interest rates[724] - Equity instrument investment price risk is managed through diversified investments[726] - The company manages capital using a leverage ratio; at period-end, the leverage ratio was 41.23%[728] XIII. Disclosure of Fair Value This section discloses the fair value of assets and liabilities measured at fair value at the end of the reporting period, and explains the market price determination basis, valuation techniques, and key parameters for fair value measurement items at various levels; investment properties are primarily valued using the income approach, direct comparison approach, and hypothetical development method - Total assets continuously measured at fair value amounted to 92.647 billion yuan[731] - Period-end fair value of investment properties was 91.812 billion yuan, primarily valued using the income approach, direct comparison approach, and hypothetical development method[731][736] - Unlisted equity instrument investments are fair valued using discounted valuation models, with sensitivity analysis performed on unobservable parameters[736] - The company's management believes that the carrying amounts of financial assets and liabilities not measured at fair value approximate their fair values[741] XIV. Related Parties and Related Party Transactions This section details the company's parent company, subsidiaries, joint ventures and associates, and other related parties, and lists various related party transactions during the reporting period, such as purchases and sales of goods, provision and receipt of services, related party guarantees, intercompany borrowings, and outstanding balances of receivables and payables with related parties - The parent company is Xiamen C&D Inc., and the ultimate controlling party is the Xiamen Municipal People's Government State-owned Assets Supervision and Administration Commission[743] - Other related parties include entities controlled by the company's directors, entities substantially related to groups with significant influence over the company, entities jointly controlled or significantly influenced by the controlling shareholder, and entities controlled or invested by close family members of the company's directors[744][745][746] - During the reporting period, the company engaged in multiple related party transactions involving purchases and sales of goods, and provision and receipt of services[747][748][749] - As a lessee, the company has leasing contracts with related parties such as Changzhou Red Star Decoration City[752] - As a guaranteed party, the company has multiple guarantees provided by related parties such as Red Star Macalline Holding Group Co., Ltd., Che Jianxing, Chen Shuhong, and Xiamen C&D Inc.[753][754][755][756] - The company has intercompany borrowings with Xiamen C&D Inc., with an outstanding balance of 9 billion yuan at period-end[758] - Receivables from related parties include accounts receivable, prepayments, other receivables, contract assets, non-current assets due within one year, and long-term receivables[761][762][763][764][765] - Payables to related parties include accounts payable, other payables, advances from customers, contract liabilities, long-term payables, and short-term borrowings[766][767][768] XVI. Commitments and Contingencies This section discloses the company's significant external commitments as of the balance sheet date, including commitments for the acquisition of long-term assets and external investments, totaling 790 million yuan; the company has no significant contingent matters requiring disclosure Capital Commitments Contracted But Not Yet Recognized in Financial Statements | Item | June 30, 2025 (yuan) | December 31, 2024 (yuan) | | :--- | :--- | :--- | | Commitments for Acquisition of Long-term Assets | 720,465,407.16 | 724,751,896.22 | | Commitments for External Investments | 69,225,390.69 | 233,114,654.53 | | Total | 789,690,797.85 | 957,866,550.75 | - The company has no significant contingent matters requiring disclosure[770] XVII. Events After the Balance Sheet Date This section does not disclose significant non-adjusting events, profit distribution, or sales returns after the balance sheet date - No significant non-adjusting events, profit distribution, or sales returns after the balance sheet date are disclo