弘业期货(03678) - 2025 - 中期财报

Part I Definitions This chapter defines key terms and abbreviations used in the report, ensuring a clear understanding of professional terminology such as articles of association, A-shares, H-shares, assets under management, futures exchanges, subsidiaries, and regulatory bodies Corporate Information This chapter details Soho Holly Futures Co., Ltd.'s basic information, including company name, legal representative, registered capital, business qualifications, addresses, board and supervisory committee members, committee compositions, contact details, auditors, legal advisors, principal banks, and A-share and H-share listing summaries - The company's Chinese name was changed from "Holly Futures Co., Ltd." to "Soho Holly Futures Co., Ltd." on May 12, 2025[143] Company Basic Information | Indicator | Content | | :--- | :--- | | Company Name | Soho Holly Futures Co., Ltd. | | Legal Representative | Mr. Chu Kairong | | Registered Capital | RMB 1,007.777778 million | | Domestic Business Qualifications | Commodity futures brokerage, financial futures brokerage, futures investment consulting, asset management, fund sales, stock option trading participant, interbank bond trading | | A-share Listing Information | Shenzhen Stock Exchange, Stock Code: 001236 | | H-share Listing Information | Hong Kong Stock Exchange, Stock Code: 03678 | Financial Summary This chapter summarizes the company's key financial data and risk control indicators for the first half of 2025, noting significant declines in operating revenue and net profit, a shift to net cash outflow from operating activities, yet compliance with all regulatory risk control metrics Key Accounting Data and Financial Indicators for Jan-Jun 2025 (RMB 10,000) | Indicator | Jan-Jun 2025 | Jan-Jun 2024 | Change Amount | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 32,253.32 | 102,847.27 | -70,593.95 | -68.64% | | Total Profit | -567.04 | 1,661.67 | -2,228.71 | -134.12% | | Net Profit - Attributable to Company Shareholders | -360.56 | 1,280.07 | -1,640.63 | -128.17% | | Net Cash Inflow from Operating Activities | -86,988.78 | 232,779.48 | -319,768.25 | -137.37% | | Basic Earnings Per Share (RMB/share) | -0.0036 | 0.0127 | - | - | | Weighted Average Return on Net Assets (%) | -0.1923% | 0.6903% | - | - | Scale Indicators as of June 30, 2025 (RMB 10,000) | Indicator | As of June 30, 2025 | As of Dec 31, 2024 | Change Amount | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Assets | 1,076,117.58 | 1,169,936.96 | -93,819.39 | -8.02% | | Total Liabilities | 889,764.61 | 982,259.10 | -92,494.49 | -9.42% | | Equity Attributable to Company Shareholders | 186,352.97 | 187,677.87 | -1,324.90 | -0.71% | | Asset-Liability Ratio (%) | 32.45% | 34.39% | - | - | Risk Control Indicators (RMB million) | Indicator | As of June 30, 2025 | As of Dec 31, 2024 | Warning Standard | Regulatory Standard | | :--- | :--- | :--- | :--- | :--- | | Net Capital | 753.46 | 914.53 | 36.00 | 30.00 | | Net Capital / Sum of Risk Capital Reserves (%) | 304.42% | 253.13% | 120.00% | 100.00% | | Net Capital / Net Assets (%) | 40.23% | 48.28% | 24.00% | 20.00% | | Current Assets / Current Liabilities (%) | 486.16% | 449.49% | 120.00% | 100.00% | | Total Liabilities / Net Assets (%) | 11.94% | 13.35% | 120.00% | 150.00% | - The company's net capital was RMB 753 million as of June 30, 2025, a decrease of RMB 161 million from the end of 2024, but all risk control indicators met regulatory requirements[36] Part II Operating Performance This section provides a comprehensive analysis of the company's operating performance, including management discussion, business analysis, future plans, financial resources, and risk management Management Discussion and Analysis This chapter deeply analyzes the company's operating performance for the first half of 2025, covering overall results, core business performance, industry changes, future strategies, and various risks, as the company actively addresses challenges in a complex market to achieve high-quality development I. Overall Operating Performance In the first half of 2025, the company's operating revenue decreased by 68.64% year-on-year to RMB 323 million, with total profit and net profit turning to losses, and average daily client equity and trading volume also declining, reflecting the significant impact of macroeconomic and market volatility on the futures industry's performance Overall Operating Data for Jan-Jun 2025 | Indicator | Amount/Quantity | | :--- | :--- | | Operating Revenue | RMB 323 million | | Total Profit | RMB -5.6704 million | | Net Profit | RMB -3.6056 million | | Average Daily Client Equity | RMB 7.306 billion | | Trading Volume | 36.21 million lots | - Operating revenue decreased by 68.64% year-on-year, total profit decreased by 134.12% year-on-year, and net profit decreased by 128.17% year-on-year[38] - Average daily client equity decreased by 18.71% year-on-year, and trading volume decreased by 24.34% year-on-year[38] II. Analysis of Principal Business Operations This section analyzes the macroeconomic environment, regulatory policy changes, and specific operating conditions of the company's principal businesses, noting that while global economic recovery is challenging and geopolitical conflicts intensify, deepening reforms and accelerated opening-up in China's futures market offer opportunities for transformation and business expansion, with some segments achieving growth despite pressure (1) Industry Conditions During the Reporting Period In the first half of 2025, the global economy faced multiple uncertainties with volatile commodity prices, while China's futures market actively promoted high-level opening-up and deepened regulatory reforms, including revisions to derivatives and futures company supervision rules and research into RMB foreign exchange futures, creating a favorable environment for futures companies' transformation and business expansion, leading to active trading and significant year-on-year growth in cumulative trading volume and value - Global economic recovery is challenging, geopolitical conflicts are intensifying, and international commodity prices are highly volatile[39] - The China Securities Regulatory Commission's 2025 legislative plan includes the formulation of the "Measures for the Supervision and Administration of Derivatives Trading" and revisions to the "Measures for the Supervision and Administration of Futures Companies," which are expected to broaden the business scope of futures companies[39] - From January to June 2025, the national futures market's cumulative trading volume was approximately 4.08 billion lots, a year-on-year increase of 17.8%; cumulative trading value was approximately RMB 339.7 trillion, a year-on-year increase of 20.7%[41] (2) Principal Businesses Engaged in by the Company During the Reporting Period The company's principal businesses include commodity futures brokerage, financial futures brokerage, futures investment consulting, asset management, fund sales, risk management, and financial asset investment, with wholly-owned subsidiaries Holly Capital and Holly International Finance also providing bulk commodity trading, risk management, and overseas securities and futures trading services - The company is a comprehensive or full member of six domestic futures exchanges and has obtained qualifications as a stock option trading participant[42] - Holly Capital primarily engages in basis trading, market-making, OTC derivatives, cooperative hedging, and warehouse receipt services as part of its risk management business[43] - Holly International Finance and its subsidiary, Holly International Asset Management, provide overseas securities and futures trading, asset management, and investment consulting services in Hong Kong[43] (3) Operating Performance The company's various businesses showed mixed performance during the reporting period: brokerage business stabilized under pressure, asset management scale and fee income significantly decreased but focused on stable strategies, fund sales product numbers increased, risk management's spot trade volume and OTC option notional principal grew substantially, international business achieved its interim targets, and financial investment business realized steady value appreciation - Brokerage business achieved stable and improving operating performance through optimized management, precise marketing, and live trading competitions[45] Key Data for Asset Management Business | Indicator | As of June 30, 2025 | Change from end of 2024 | | :--- | :--- | :--- | | Assets Under Management (AUM) | RMB 3.102 billion | Down 80.75% | | Asset Management Business Fee Income | RMB 1.5273 million | Down 53.86% | - Fund sales added 281 new agency-sold fund products, bringing the total to over 2,600, and actively expanded into private fund sales[48] Key Data for Risk Management Business | Indicator | H1 2025 | Year-on-year Growth | | :--- | :--- | :--- | | Spot Trade Volume | RMB 1.398 billion | 66.43% | | Lithium Carbonate Single Product Trade Volume | over RMB 730 million | - | | New OTC Options Notional Principal | RMB 18.662 billion | 3.1% | - International business achieved its "half time, half task" targets for key operating indicators, accelerating the transformation and upgrading of its futures and securities business[47] Financial Asset Investment Business Income | Indicator | Jan-Jun 2025 | | :--- | :--- | | Disposal and Dividend Income | RMB 7.8587 million | | Fair Value Change Income | RMB 25.2597 million | III. Outlook and Future Plans The company looks ahead to the conclusion of the "14th Five-Year Plan" and the "15th Five-Year Plan," aiming to become a "leading domestic and internationally renowned comprehensive derivatives service provider" by systematically strengthening its core business, optimizing services, and refining technology, while deepening institutional reforms, focusing on business expansion, promoting refined management, enhancing service capabilities, and attracting talent to build a diversified business landscape - The company's strategic goal is to become a "leading domestic and internationally renowned comprehensive derivatives service provider," with business development focused on "strengthening the core business, optimizing services, and refining technology"[51] - A diversified business structure will be built with "futures brokerage as the foundation, risk management as the core, asset management and investment research as wings, and cross-border services as a bridge"[51] (1) Deepen Institutional Reforms, Solidify Development Foundation The company will implement three institutional reforms and salary reforms to create a "small back-office, strong mid-office, large front-office" intensive operating model, optimize talent inventory and job responsibilities, establish a flexible labor relations management system, deepen market-oriented salary reforms, improve performance appraisal and incentive mechanisms, and build a tiered and categorized training system to stimulate employee vitality and enhance team efficiency - Establish an intensive operating model of "small back-office, strong mid-office, large front-office" to enhance business responsiveness and collaboration efficiency[52] - Deepen market-oriented salary system reforms to establish a compensation distribution system linked to job value and performance contributions[52] (2) Focus on Business Expansion, Build a Solid Growth Core The company plans to optimize departments and branches in brokerage, expand internet finance, and strengthen client lifecycle management and industrial client development; for large asset management, it will exit channel businesses, introduce professional investment managers, build active management capabilities, and promote the establishment of a public fund management company; risk management will expand positive arbitrage, enhance services to the real economy, and strengthen OTC business teams; international business will vigorously develop overseas operations, strengthen overseas teams, and gradually expand branches in Singapore, the UK, and the US - Brokerage business will achieve closed-loop client management through internet finance, client profiling, investment consulting, and industrial client development[53] - Large asset management business will exit channel businesses, introduce professional investment managers, integrate teams to enhance active management capabilities, and apply for the establishment of a public fund management company[53] - Risk management business will expand positive arbitrage scale, enhance its ability to serve the real economy, and strengthen OTC business teams and trading strategy optimization[54] - International business will strengthen overseas team building, expand branches in Singapore, the UK, the US, and other regions, and acquire more licenses and clearing seats[54] (3) Promote Refined Management, Enhance Operational Efficiency The company will build a modern corporate governance system by deepening business supervision, strengthening technological empowerment, and solidifying work style, including continuous revenue summit meetings for target and process management, phased advancement of comprehensive digitalization, intelligence, and AI development, building client profiling and full lifecycle management systems, and establishing a management system driven by "style leadership, goal orientation, performance incentives, institutional execution" - Deepen business supervision, driving key business and revenue management through a dual approach of "target management + process management"[56] - Strengthen technological empowerment, building client profiling, full lifecycle management systems, and real-time KPI dashboards in three phases (comprehensive digitalization, intelligence, AI-driven)[56] (4) Enhance Service Capabilities, Build Competitive Advantages The company will comprehensively build a three-tiered investment research system of "macro strategy – industry research – market analysis," regularly publishing high-quality reports and hosting industrial client salons, while deepening group collaborative services to customize "hedging solutions + basis trading + warehouse receipt pledge" one-stop integrated service solutions for the controlling group, aiming to enhance client satisfaction, industrial client coverage, and brand recognition - Establish a three-tiered investment research framework of "macro strategy – industry research – market analysis," regularly publishing reports and hosting industrial client salons[57] - Deepen group collaborative services, customizing "hedging solutions + basis trading + warehouse receipt pledge" one-stop integrated service solutions for the controlling group[57] (5) Focus on Attracting and Cultivating Talent, Build Talent Support The company will align with strategic development goals, precisely focusing on talent needs in key areas such as financial asset investment, international business expansion, and digital transformation, attracting top talent through diverse channels like "headhunter precise recruitment + industry-specific invitations + university joint training," complemented by market-oriented incentive mechanisms and career development paths to ensure talent attraction, retention, and development - Precisely focus on talent needs in key areas such as financial asset investment, international business expansion, and digital transformation[58] - Attract top industry talent through diverse channels such as "headhunter precise recruitment + industry-specific invitations + university joint training"[58] IV. Liquidity, Financial Resources, and Capital Structure This section analyzes the company's profitability, asset structure, liquidity management, exchange rate risk, and cash flow, noting a decline in profitability, reduced total assets and liabilities, but stable asset structure, good liquidity, low exchange rate risk, and a shift to net cash outflow from operating activities during the reporting period (1) Analysis of Profitability In the first half of 2025, the company's operating revenue was RMB 323 million, with risk management spot trade volume growing by 66.43% year-on-year; net profit attributable to company shareholders was RMB -3.6056 million, a 128.17% year-on-year decrease, with earnings per share at RMB -0.0036 and weighted average return on net assets decreasing by 127.86% year-on-year Key Profitability Data for H1 2025 | Indicator | Amount/Ratio | | :--- | :--- | | Operating Revenue | RMB 323 million | | Risk Management Business Spot Trade Volume | RMB 1.398 billion | | Net Profit Attributable to Company Shareholders | RMB -3.6056 million | | Earnings Per Share | RMB -0.0036 | | Weighted Average Return on Net Assets | -0.19% | - Risk management business spot trade volume increased by 66.43% year-on-year[59] - Net profit attributable to company shareholders decreased by 128.17% year-on-year, and weighted average return on net assets decreased by 127.86% year-on-year[59] (2) Asset Structure and Asset Quality As of June 30, 2025, the company's total assets were RMB 10.761 billion, a decrease of 8.02% from the end of 2024; total liabilities were RMB 8.898 billion, a decrease of 9.42%; and net assets attributable to company shareholders were RMB 1.864 billion, a decrease of 0.71%, with the asset structure remaining stable, current assets accounting for 96.11%, cash-like assets for 88.90%, an asset-liability ratio of 32.45%, and an operating leverage ratio of 1.48 times Key Balance Sheet Data as of June 30, 2025 | Indicator | Amount | | :--- | :--- | | Total Assets | RMB 10.761 billion | | Total Liabilities | RMB 8.898 billion | | Net Assets Attributable to Company Shareholders | RMB 1.864 billion | | Proportion of Current Assets | 96.11% | | Proportion of Cash-like Assets | 88.90% | | Asset-Liability Ratio | 32.45% | | Operating Leverage Ratio | 1.48 times | - Total assets decreased by 8.02% from the end of 2024, total liabilities decreased by 9.42%, and net assets attributable to company shareholders decreased by 0.71%[60] - Total borrowings were RMB 25.0156 million, all repayable within one year[63] (3) Liquidity Management Status The company highly values liquidity management, adhering to principles of comprehensiveness, prudence, and foresight to ensure a balance of fund safety, liquidity, and profitability, with all monthly liquidity regulatory indicators meeting China Securities Regulatory Commission requirements in the first half of 2025 - The company's liquidity management adheres to principles of comprehensiveness, prudence, and foresight, ensuring fund safety, liquidity, and profitability[66] - In the first half of 2025, all monthly liquidity regulatory indicators of the company met the requirements of the China Securities Regulatory Commission[67] (4) Exchange Rate Risk As the company's principal business is concentrated in mainland China and settled in RMB, with minimal USD business, the Group has no significant exchange rate risk apart from HKD bank deposits, and no financial instruments were used to hedge exchange rate risk during the reporting period - The Group's principal business is concentrated in mainland China and settled in RMB, resulting in low exchange rate risk[68] - No financial instruments were used to hedge exchange rate risk during the reporting period[69] (5) Cash Flow Status In the first half of 2025, the Group's net increase in cash and cash equivalents was RMB -950 million, a significant decrease from the same period in 2024, with net cash flow from operating activities turning negative, and cash outflows from investing and financing activities both decreasing Cash Flow Status for H1 2025 (RMB 100 million) | Cash Flow Type | H1 2025 | H1 2024 | Year-on-year Change | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -8.70 | 23.28 | -31.98 | | Net Cash Flow from Investing Activities | -0.67 | -1.91 | 1.25 | | Net Cash Flow from Financing Activities | -0.14 | -1.18 | 1.05 | | Net Increase in Cash and Cash Equivalents | -9.50 | 20.19 | -29.69 | V. Significant Financing of the Company During the reporting period, the company did not undertake any equity or debt financing - During the reporting period, the company did not undertake any equity financing[74] - During the reporting period, the company did not undertake any debt financing[75] VI. Investment Status During the Reporting Period This section details the utilization of the company's H-share and A-share raised funds; H-share funds were used as planned for developing Hong Kong and global futures business, asset management, bulk commodity trading and risk management, futures brokerage, IT equipment purchases, and working capital, with some adjustments to usage, while A-share funds were fully used to supplement the company's capital and have been expended (1) Use of Raised Funds The net proceeds from H-share offerings were approximately HKD 536 million, primarily used for developing Hong Kong and global futures business, asset management, bulk commodity trading and risk management, futures brokerage, IT equipment purchases, and supplementing working capital, with two changes in use during the period; A-share net proceeds of RMB 161 million were fully used to supplement the company's capital and have been expended - Net proceeds from H-share offerings were approximately HKD 536 million, primarily used for developing Hong Kong and global futures business, asset management business, bulk commodity trading and risk management business, etc[77] - The use of H-share proceeds was adjusted twice in 2019 and 2022 to optimize fund allocation[78] - Net proceeds from A-share offerings were RMB 161 million, fully used to supplement the company's capital, and as of June 30, 2025, all funds have been expended and the dedicated account closed[79] (2) Use of Committed Projects for Raised Funds As of June 30, 2025, most H-share proceeds have been fully utilized for committed projects, with only HKD 5.31 million remaining for "purchase of information technology equipment and software"; A-share proceeds were fully used to supplement capital and the dedicated account has been closed H-share Raised Funds Committed Project Utilization (As of June 30, 2025, HKD 10,000) | Committed Project Name | Amount Available at End of Reporting Period | Cumulative Amount Used | Remaining Amount | | :--- | :--- | :--- | :--- | | Development of Hong Kong and Global Futures Business | 21,500 | 21,500 | – | | Development of Asset Management Business | 13,404 | 13,404 | – | | Development of Bulk Commodity Trading and Risk Management Business | 9,784 | 9,784 | – | | Development and Strengthening of Existing Futures Brokerage Business | 52 | 52 | – | | Purchase of Information Technology Equipment and Software | 4,586 | 4,055 | 531 | | General Working Capital of the Group | 4,289 | 4,289 | – | | Total | 53,615 | 53,084 | 531 | - A-share proceeds were fully used to supplement capital, and all dedicated fundraising accounts have been closed[83] (3) Investment Progress of Subsidiaries and Associates During the reporting period, the company had no investment progress regarding subsidiaries and associates - During the reporting period, the company had no investment progress regarding subsidiaries and associates[84] (4) Future Major Investments and Fixed Asset Plans During the reporting period, the company had no future major investment or fixed asset plans - During the reporting period, the company had no future major investment or fixed asset plans[84] VII. Share Schemes Neither the company nor its subsidiaries have adopted any share schemes - Neither the company nor its subsidiaries have adopted any share schemes[85] VIII. Significant Asset Acquisitions, Disposals, External Guarantees, Mortgages, Pledges, and Material Contingent Liabilities of the Group As of June 30, 2025, the Group had no significant asset acquisitions, disposals, or exchanges, nor any material external guarantees, mortgages, pledges, or other off-balance sheet items and contingent liabilities that would significantly affect its financial position and operating results - As of June 30, 2025, the company had no significant acquisitions or disposals related to subsidiaries, associates, or joint ventures[86] - During the reporting period, the Group had no significant asset acquisitions, disposals, exchanges, or business combinations, nor any material external guarantees, mortgages, pledges, or other off-balance sheet items and contingent liabilities that would significantly affect the Group's financial position and operating results[86] IX. Employees, Remuneration Policy, and Training Status As of the end of the reporting period, the Group had 589 employees; the company's remuneration comprises basic salary, allowances, performance bonuses, and benefits, providing social insurance, housing provident fund, enterprise annuity, and supplementary medical insurance, along with tiered and categorized training programs to enhance employee professional capabilities and vocational ethics - As of the end of the reporting period, the Group had a total of 589 employees[88] - Employee remuneration includes basic salary, allowances, performance bonuses, and benefits, with social insurance, housing provident fund, enterprise annuity, and supplementary medical insurance provided[88] - The company has formulated tiered and categorized training plans, encouraging employees to self-study and obtain professional qualifications to enhance their professional capabilities and vocational ethics[89] X. Risk Management The company's operations face various risks including policy, risk management and internal control, ethical, market, credit, information technology, and ESG risks; during the reporting period, the company actively implemented effective measures to address these risks, ensuring safe and efficient operations, with this section detailing specific risk manifestations and the company's response strategies - The company's operating activities face policy risk, risk management and internal control risk, ethical risk, market risk, credit risk, information technology risk, and ESG risk, among others[90] - In the first half of 2025, the company adopted effective measures to actively and proactively manage risks, ensuring the safe and efficient operation of its business activities[91] (1) Policy Risk The futures industry is in a developmental stage with an evolving regulatory environment, where strengthened supervision may lead to business restrictions, changes in operating models, or increased costs; furthermore, changes in exchange fee reduction policies could significantly impact the company's operating revenue and profitability - Stricter futures regulation by supervisory authorities may lead to business restrictions, changes in operating models, or increased costs for the company[93] - Significant changes in exchange fee reduction policies could have a substantial impact on the company's operating revenue and profitability[93] (2) Risk Management and Internal Control Risk The company's risk management and internal control systems rely on internally established controls, observations of past market behavior, and industry practices, which may not predict future risks or identify unforeseen ones; failure to timely adjust and improve risk management policies, or errors in execution, could significantly and adversely affect the company's business, financial condition, and operating performance - Risk management methods are based on past market behavior and industry practices, which may not predict future risk exposures or identify unexpected risks[94] - Failure to timely adjust and improve risk management policies or errors in execution could have a significant adverse impact on the company's business, financial condition, and operating performance[95] (3) Ethical Risk Ethical risk primarily stems from employees' non-compliance with laws, regulations, or company policies, such as unauthorized client asset management or self-trading; the company mitigates and prevents such risks through technical blocking of trading ports, establishing accountability mechanisms, and enhancing employee training and education - Ethical risk primarily refers to employee misconduct such as unauthorized client asset management or self-trading[96] - The company prevents ethical risks by technically blocking trading ports, establishing accountability mechanisms, and strengthening employee training and education[96] (4) Market Risk Market risk arises from fluctuations in macroeconomic changes, stock prices, interest rates, exchange rates, and commodities; the company's financial asset investments focus on low-volatility asset allocation and enhanced technological empowerment, while traditional brokerage faces intense competition and client default risk, which the company controls through close market monitoring, margin adjustments, forced liquidation, and enhanced client risk education, with foreign currency funds and assets also subject to exchange rate fluctuations - The company's financial asset investments focus on low-volatility asset allocation, strengthening technological empowerment, and optimizing risk classification and diversified asset allocation[97] - Traditional brokerage business faces intense competition and client default risk, which the company controls by adjusting margins, forced liquidation, and strengthening client risk education[99] (5) Credit Risk Credit risk primarily stems from defaults by financing clients, product or bond issuers, and counterparties, especially clients' inability to fulfill futures contract obligations; the company controls credit risk through strict account opening procedures, investor suitability management systems, client credit assessment, and enhanced investor education - Credit risk primarily arises from clients' inability or refusal to fulfill futures contract obligations[100] - The company controls credit risk through strict account opening procedures, investor suitability management, and risk education[100] (6) Information Technology Risk Information technology risk refers to business interruption or losses due to system malfunctions, data corruption, or leaks; the company continuously increases IT investment, improves risk management systems and processes, strengthens quality control, risk identification, and governance, and conducts regular emergency drills, with no major IT risk incidents occurring during the reporting period - Information technology risk refers to business losses caused by abnormal operation of information systems or data corruption and leakage[101] - The company continuously increases investment in information technology, improves risk management systems, strengthens quality control and emergency plans, and no major information technology risk incidents occurred during the reporting period[101] (7) ESG (Environmental, Social, and Governance) Risk ESG risks include compliance, environmental pollution, and data security risks; with stricter A+H share ESG disclosure rules, the company actively identifies and addresses ESG risks and opportunities, optimizing report disclosures, exploring green finance paths to support a green and low-carbon economy, and establishing a board-centric ESG governance structure to prevent data security risks through management measures and IT audits - A+H share ESG information disclosure rules are becoming stricter, and the company actively identifies and responds to ESG risks and opportunities, optimizing report disclosures[102] - The company explores the development of green finance, supports environmental protection industries, and provides risk management tools for a green and low-carbon economy[104] - An ESG governance structure with the board of directors at its core has been established to prevent data security risks through data security management, client privacy protection, and IT audits[105] XI. Construction of the Company's Risk Management System The company is committed to maximizing enterprise value through a comprehensive risk management system, having been continuously rated "Class A, Grade A" by the China Securities Regulatory Commission for sixteen consecutive years; its risk management system adheres to principles of comprehensiveness, sustainability, independence, and effectiveness, and has established a four-tier organizational structure comprising the Board of Directors, Risk Management Committee, Chief Risk Officer, and risk control specialists in each business department - The company's risk management objective is to ensure business operations comply with laws and regulations, control risks within acceptable limits, and maximize enterprise value[106] - The company has been continuously awarded the "Class A, Grade A" regulatory category by the China Securities Regulatory Commission for sixteen consecutive years[106] (1) Risk Management Principles The company's risk management system aims to prevent ethical, market, and credit risks, ensure the safety of client and company assets, guarantee the reliability of business records, and enhance operational efficiency, with its design adhering to principles of comprehensiveness (covering all processes and departments), sustainability (proactively setting goals and implementing measures), independence (compliance and risk control departments operating independently), and effectiveness (consistent with business scale, scope, and actual conditions) - Risk management system objectives include preventing ethical, market, and credit risks, ensuring asset safety, guaranteeing record reliability, and enhancing operational efficiency[108] - The risk management system design adheres to principles of comprehensiveness, sustainability, independence, and effectiveness[108] (2) Risk Management System The company's risk management organizational structure includes the Board of Directors, Risk Management Committee, Chief Risk Officer, and risk control specialists in each business department; the Board is responsible for strategic goal setting and policy approval, the Risk Management Committee reviews strategies and analyzes risks, the Chief Risk Officer ensures internal policy execution and business policy compliance, and departmental risk control specialists are responsible for implementing risk management policies - The risk management organizational structure includes the Board of Directors, Risk Management Committee, Chief Risk Officer, and risk control specialists in each business department[111] - The Board of Directors is responsible for setting strategic goals and approving policies, the Risk Management Committee reviews strategies and assesses risks, and the Chief Risk Officer ensures policy execution and business compliance[111][112] Part III Corporate Governance This section outlines the company's corporate governance framework, including compliance with regulatory codes, board responsibilities, and other significant corporate matters 1. Explanation of Corporate Governance Related Matters As a domestic and overseas listed company, the company strictly adheres to relevant laws and regulations, operates in a standardized manner, and has established a corporate governance structure where the Board of Directors, Supervisory Committee, and management are separate and mutually checking, ensuring stable and compliant operations, with true, accurate, timely, and complete information disclosure and efficient, pragmatic investor relations management - The company strictly adheres to the "Company Law," "Securities Law," "Futures and Derivatives Law," and other laws and regulations, as well as its Articles of Association, to establish and improve its corporate governance structure, compliance and risk control systems, and internal control management system[114] - The procedures for convening and holding general meetings of shareholders, board meetings, and supervisory committee meetings, as well as voting procedures, are legal and effective, and information disclosure is true, accurate, timely, and complete[114] (1) Compliance with the Corporate Governance Code During the reporting period, the company complied with the code provisions set out in Part Two of the "Corporate Governance Code" and adopted most of the recommended best practices - During the reporting period, the company complied with the code provisions set out in Part Two of the "Corporate Governance Code" and adopted most of the recommended best practices[115] (2) Compliance with the Model Code The company has adopted the "Model Code" for securities transactions by directors and supervisors, with all directors and supervisors confirming full compliance during the reporting period; the company has also adopted the "Model Code" for employees who may possess price-sensitive information, and no breaches were noted during the reporting period - The company has adopted the "Model Code" for securities transactions by directors and supervisors, and all directors and supervisors confirmed full compliance[116] - The company has adopted the "Model Code" for employees who may possess price-sensitive information, and no breaches were noted during the reporting period[116] (3) Independent Non-Executive Directors In accordance with the Hong Kong Stock Exchange Listing Rules, the company has appointed three independent non-executive directors with appropriate professional qualifications or financial management expertise: Mr. Huang Dechun, Mr. Lu Huawei, and Mr. Zhang Hongfa - The company has appointed three independent non-executive directors, complying with the Hong Kong Stock Exchange Listing Rules[118] (4) Audit Committee The company established an Audit Committee in accordance with the Hong Kong Stock Exchange Listing Rules, with primary responsibilities including recommending the appointment and removal of external auditors, overseeing internal audit, reviewing financial information, and risk management systems; as of the end of the reporting period, the Audit Committee comprised three members and had reviewed and confirmed the Group's interim results for the six months ended June 30, 2025 - The Audit Committee's primary responsibilities include recommending the appointment of external auditors, overseeing internal audit, and reviewing financial information and risk management systems[119] - As of the end of the reporting period, the Audit Committee comprised two independent non-executive directors and one non-executive director[119] - The Audit Committee has reviewed and confirmed the Group's interim results for the six months ended June 30, 2025[120] (5) Directors' Responsibilities for Financial Statements The company's directors acknowledge their responsibility for the preparation of the company's financial statements, and the financial information contained in this interim report is unaudited - The company's directors acknowledge their responsibility for the preparation of the company's financial statements[121] Other Matters This chapter covers important information such as the company's share capital structure, articles of association amendments, public float, interim results announcement, dividend policy, listed securities transactions, connected transactions, interests of directors and major shareholders, significant legal proceedings, executive changes, company name change, and post-reporting period events 1. Share Capital As of the end of the reporting period, the company's total share capital was RMB 1,007,777,778, divided into 758,077,778 A-shares and 249,700,000 H-shares, with a par value of RMB 1.00 per share - As of the end of the reporting period, the company's total share capital was RMB 1,007,777,778, divided into A-shares and H-shares[123] 2. Amendments to the Articles of Association The company's Articles of Association were approved by shareholders at the first extraordinary general meeting in 2025 held on February 18, 2025, to comply with the latest laws and regulations such as the "Company Law" and "Securities Law" - The company's Articles of Association were approved for amendment by the general meeting of shareholders on February 18, 2025, to comply with the latest laws and regulations[124] 3. Sufficiency of Public Float During the reporting period, the company's H-share public float was approximately 24.78%, and its A-share public float was 32.39%, both complying with the relevant provisions of the Hong Kong Stock Exchange Listing Rules - The company's H-share public float was approximately 24.78%, and its A-share public float was approximately 32.39%, both complying with the Hong Kong Stock Exchange Listing Rules[125] 4. Interim Results The Group's interim results for the six months ended June 30, 2025, were published on the Hong Kong Stock Exchange website and the company's website on August 28, 2025 - The Group's interim results for the first half of 2025 were published on the Hong Kong Stock Exchange and the company's website on August 28, 2025[126] 5. Interim Dividend The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025[127] 6. Purchase, Sale, or Redemption of Listed Securities During the reporting period, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities, and as of June 30, 2025, the company held no treasury shares - During the reporting period, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities[128] 7. Connected Transactions The Group strictly conducts connected transactions in accordance with the "Listing Rules" and "Connected Transaction Management Measures," primarily with its controlling shareholder, Soho Holdings; the company has signed "Trade Framework Agreements," "Financial Investment Framework Agreements," and "Financial Services Framework Agreements" with Soho Holdings, setting annual transaction caps - The Group strictly conducts connected transactions in accordance with the "Listing Rules" and "Connected Transaction Management Measures," primarily with its controlling shareholder, Soho Holdings[129] (1) Connected Persons Soho Holdings is the company's controlling shareholder, wholly controlled by the Jiangsu Provincial State-owned Assets Supervision and Administration Commission, directly and indirectly holding approximately 51.58% of the company's equity, primarily engaged in finance, industrial investment, and international trade - Soho Holdings is the company's controlling shareholder, wholly controlled by the Jiangsu Provincial State-owned Assets Supervision and Administration Commission, directly and indirectly holding approximately 51.58% of the company's equity[130] (2) Continuing Connected Transactions The company signed "Trade Framework Agreements" (annual cap: RMB 700 million payable by the Group, RMB 100 million payable by Soho Holdings), "Financial Investment Framework Agreements" (annual cap: RMB 50 million), and "Financial Services Framework Agreements" (annual cap: RMB 2.6 million) with Soho Holdings, all conducted on normal commercial terms - The company signed "Trade Framework Agreements," "Financial Investment Framework Agreements," and "Financial Services Framework Agreements" with Soho Holdings[132] - The annual cap for the "Trade Framework Agreements" is RMB 700 million payable by the Group and RMB 100 million payable by Soho Holdings[132] - The annual cap for the "Financial Investment Framework Agreements" is RMB 50 million; the annual cap for the "Financial Services Framework Agreements" is RMB 2.6 million[132] 8. Interests and Short Positions of Directors, Supervisors, and Chief Executive in Shares, Underlying Shares, and Debentures of the Company and Associated Corporations As of June 30, 2025, none of the company's directors, supervisors, or chief executive held any interests or short positions in shares, underlying shares, or debentures of the company or associated corporations that are required to be disclosed under the "Securities and Futures Ordinance" or the "Model Code" - As of June 30, 2025, none of the company's directors, supervisors, or chief executive held any interests or short positions in shares, underlying shares, or debentures that are required to be disclosed[133] 9. Interests and Short Positions of Major Shareholders in Shares and Underlying Shares of the Company As of June 30, 2025, major shareholder Soho Holdings directly and indirectly held 51.58% of the company's shares, making it the controlling shareholder; other major shareholders include Zhongshan Company, Soho Holly, and Holly Group Major Shareholder Holdings (As of June 30, 2025) | Shareholder Name | Share Class | Capacity | Number of Shares Held (Long Position) | Approximate Percentage of Total Issued Shares (1) | | :--- | :--- | :--- | :--- | :--- | | Soho Holdings | A-share/H-share | Beneficial Owner and Controlled Corporation Interest | 519,827,256 | 51.58% | | Zhongshan Company | H-share | Beneficial Owner | 24,255,000 | 2.41% | | Soho Holly | A-share | Beneficial Owner | 147,900,000 | 14.68% | | Holly Group | A-share | Beneficial Owner | 63,930,134 | 6.34% | - Soho Holdings is the company's controlling shareholder, holding approximately 51.58% of the company's total issued shares[136] 10. Significant Legal Proceedings and Arbitrations During the reporting period, the company received an administrative regulatory decision from the Jiangsu Securities Regulatory Bureau ordering rectification, but there were no new, concluded, or pending significant lawsuits or arbitrations - The company received an administrative regulatory decision from the Jiangsu Securities Regulatory Bureau ordering rectification on January 24, 2025[137] - During the reporting period, there were no new, concluded, or pending significant lawsuits or arbitrations[137] 11. Changes in Directors, Supervisors, and Senior Management During the reporting period, there were changes in the company's Board of Directors and Supervisory Committee members, including Ms. Jiang Haiying's appointment as a non-executive director, Mr. Jiang Lin and Ms. Zhang Lei no longer holding their respective positions, and Ms. Gong Qi's appointment as a supervisor; additionally, Mr. Zhao Dong ceased to be a Vice General Manager, and Holly Capital's board members were also adjusted - Ms. Jiang Haiying was appointed as a non-executive director, a member of the Risk Management Committee, and a member of the Strategy and ESG Committee[139] - Mr. Jiang Lin ceased to be a non-executive director, Ms. Zhang Lei ceased to be a company supervisor, and Ms. Gong Qi was appointed as a company supervisor[139] - Mr. Zhao Dong ceased to be a Vice General Manager of the company[139] - Changes occurred in Holly Capital's Board of Directors, with Mr. Jia Fuhua and Ms. Yao Aili appointed as directors[140] 12. Company Name Change The company completed the industrial and commercial change procedures for its Chinese name from "Holly Futures Co., Ltd." to "Soho Holly Futures Co., Ltd." on May 12, 2025, and the relevant changes with the Hong Kong Companies Registry on June 4, 2025, with its stock short name and stock code on the Stock Exchange remaining unchanged - The company's Chinese name has been changed from "Holly Futures Co., Ltd." to "Soho Holly Futures Co., Ltd."[143] - The company's stock short name (Holly Futures/HOLLY FUTURES) and stock code (03678) on the Stock Exchange remain unchanged[143] 13. Post-Reporting Period Events As of the date of this report, apart from the resolution passed at the Fifth Board of Directors' Fifth Meeting on August 28, 2025, to adjust the composition of the Nomination Committee, the Group has no other significant affecting events - On August 28, 2025, the Fifth Board of Directors' Fifth Meeting approved the proposal to adjust the composition of the Nomination Committee[144] Part IV Interim Financial Information This section presents the interim financial statements, including review report, balance sheets, income statements, cash flow statements, statements of changes in equity, and detailed notes to the financial statements Review Report ShineWing Certified Public Accountants (Special General Partnership) reviewed Soho Holly Futures Co., Ltd.'s consolidated and parent company financial statements as of June 30, 2025, concluding that nothing came to their attention to suggest the financial statements were not prepared in all material respects in accordance with Enterprise Accounting Standards, or failed to fairly reflect the company's financial position, operating results, and cash flows - ShineWing Certified Public Accountants reviewed, rather than audited, the company's financial statements[147] - The review concluded that nothing came to their attention to suggest the financial statements were not prepared in all material respects in accordance with Enterprise Accounting Standards, or failed to fairly reflect the company's financial position, operating results, and cash flows[147] Consolidated Balance Sheet This chapter presents the consolidated balance sheet as of June 30, 2025, and January 1, 2025, detailing the Group's assets, liabilities, and shareholders' equity Parent Company Balance Sheet This chapter presents the parent company balance sheet as of June 30, 2025, and January 1, 2025, detailing Soho Holly Futures Co., Ltd.'s (parent company) assets, liabilities, and shareholders' equity Consolidated Income Statement This chapter presents the consolidated income statement for January-June 2025 and January-June 2024, reflecting the Group's operating results during the reporting period, including operating revenue, operating expenses, total profit, net profit, and earnings per share Parent Company Income Statement This chapter presents the parent company income statement for January-June 2025 and January-June 2024, reflecting Soho Holly Futures Co., Ltd.'s (parent company) operating results during the reporting period, including operating revenue, operating expenses, total profit, net profit, and earnings per share Consolidated Cash Flow Statement This chapter presents the consolidated cash flow statement for January-June 2025 and January-June 2024, detailing the Group's net cash flows from operating, investing, and financing activities, as well as the net change in cash and cash equivalents Parent Company Cash Flow Statement This chapter presents the parent company cash flow statement for January-June 2025 and January-June 2024, detailing Soho Holly Futures Co., Ltd.'s (parent company) net cash flows from operating, investing, and financing activities, as well as the net change in cash and cash equivalents Consolidated Statement of Changes in Equity This chapter presents the consolidated statement of changes in equity for January-June 2025 and January-June 2024, reflecting the opening and closing balances and period changes for equity items such as share capital, capital reserves, other comprehensive income, surplus reserves, general risk reserves, and undistributed profits Parent Company Statement of Changes in Equity This chapter presents the parent company statement of changes in equity for January-June 2025 and January-June 2024, reflecting Soho Holly Futures Co., Ltd.'s (parent company) opening and closing balances and period changes for equity items such as share capital, capital reserves, other comprehensive income, surplus reserves, general risk reserves, and undistributed profits Notes to Financial Statements This chapter provides detailed notes to the financial statements, covering the company's basic information, basis of financial statement preparation, significant accounting policies and estimates, taxation, notes to financial statement items, changes in consolidation scope, interests in other entities, government grants, financial instruments and risk management, fair value disclosure management, related parties and related party transactions, commitments and contingencies, post-balance sheet events, and other significant matters, offering necessary supplementary information for understanding the financial statements - The company began implementing the "Administrative Rules for Bulk Commodity Risk Management Business of Futures Risk Management Companies" and the "Implementation Guidance on Accounting Treatment for Standard Warehouse Receipt Transactions under Enterprise Accounting Standards" on January 1, 2025, standardizing accounting treatment for trade-related business revenue and standard warehouse receipt transactions[314] - During January-June 2025, due to changes in accounting policies, the company retrospectively adjusted accounts such as inventories, other assets, other operating income, other operating costs, investment income, fair value change income, asset impairment losses, income tax expenses, deferred income tax assets, and undistributed profits[312] - The company's financial instruments and risk management section details exposures and management strategies for market risks (exchange rate risk, interest rate risk, other price risks), credit risk, and liquidity risk[483][502][506] 1. Basic Information of the Company This section introduces Soho Holly Futures Co., Ltd.'s registration information, historical evolution, listing status, headquarters and branch distribution, parent company and ultimate controlling company, and its main business scope in the futures industry - The company's registered capital is RMB 1.008 billion, and its legal representative is Chu Kairong[173] - The company's H-shares were listed on the Hong Kong Stock Exchange on December 31, 2015, and its A-shares were listed on the Shenzhen Stock Exchange on August 5, 2022[174] - The company primarily engages in commodity futures brokerage, financial futures brokerage, futures investment consulting, asset management, and fund sales[177] 2. Basis of Preparation of Financial Statements This section explains that the financial statements are prepared in accordance with Enterprise Accounting Standards issued by the Ministry of Finance of China, information disclosure rules of the China Securities Regulatory Commission, and the Hong Kong Companies Ordinance and Listing Rules of the Stock Exchange, and are presented on a going concern basis - The financial statements are prepared in accordance with Enterprise Accounting Standards, China Securities Regulatory Commission information disclosure rules, and the Hong Kong Companies Ordinance and Listing Rules of the Stock Exchange[179] - These financial statements are presented on a going concern basis, and no matters have been identified that cast significant doubt on the ability to continue as a going concern[180] 3. Significant Accounting Policies and Accounting Estimates This section details the significant accounting policies and estimates followed by the Group in preparing its financial statements, including business combinations, financial instruments, depreciation of fixed assets, amortization of intangible assets, revenue recognition and measurement, and fair value measurement, also disclosing policy changes effective January 1, 2025, regarding accounting treatment for futures risk management companies' bulk commodity risk management business and standard warehouse receipt transactions - The Group determines specific accounting policies and estimates based on its actual operating characteristics, including business combinations, financial instruments, depreciation of