Overview - Tian Tong Holdings Co., Ltd. (hereinafter referred to as "Tian Tong" or "the Company") plans to absorb and merge its wholly-owned subsidiary Tian Tong Intelligent Equipment Co., Ltd. (hereinafter referred to as "Tian Tong Intelligent") with its wholly-owned sub-subsidiary Tian Tong Rijing Precision Technology Co., Ltd. (hereinafter referred to as "Tian Tong Rijing") [1][2] Merger Details - The merger will result in the cancellation of Tian Tong Rijing's legal entity, with all assets, debts, personnel, and rights and obligations being inherited by Tian Tong Intelligent [1][2] - The merger has been approved by the Company's 14th meeting of the 9th Board of Directors and does not require submission to the shareholders' meeting [1][2] - This merger does not constitute a related party transaction or a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies" [2] Financial Information - **Tian Tong Intelligent Equipment Co., Ltd.**: - Total assets: 2,005.51 million RMB (2025) [4] - Total liabilities: 915.20 million RMB (2025) [4] - Net assets: 1,090.31 million RMB (2025) [4] - Operating income: 545.38 million RMB (2025) [4] - **Tian Tong Rijing Precision Technology Co., Ltd.**: - Total assets: 689.36 million RMB (2025) [6] - Total liabilities: 439.10 million RMB (2025) [6] - Net assets: 250.26 million RMB (2025) [6] - Operating income: 337.76 million RMB (2025) [6] - Net profit: -14.65 million RMB (2025) [6] Strategic Implications - The merger aims to optimize resource allocation, establish an integrated operational mechanism, and streamline the organizational structure, thereby reducing operational costs and enhancing management efficiency [1][2][6] - Both Tian Tong Intelligent and Tian Tong Rijing are wholly-owned subsidiaries, and their financial statements are already included in the Company's consolidated financial statements [6]

Group 1: Market Challenges and Company Response - The liquor market is under pressure due to multiple factors, including industry cycle fluctuations and tightening macro policies, leading to increased operational challenges [2][3] - The company has actively responded to performance pressures by adjusting strategies, optimizing inventory structure, and promoting transformation [2][3] Group 2: Operational Achievements - Inventory reduction efforts have been successful, with inventory decreasing from CNY 3.259 billion to CNY 2.822 billion, resulting in a 293.7% year-on-year increase in operating cash flow [3] - The asset-liability ratio improved from 54.13% to 41.83%, enhancing the company's ability to withstand cyclical risks [3] Group 3: Cost Control Measures - The company implemented cost reduction strategies, achieving a 40.48% decrease in sales expenses and a 24.81% reduction in management expenses [4] Group 4: Business Development Strategies - The company focused on a customer-centric operational model, enhancing its marketing network through three main store formats: "Hua Zhi Wine Shop," "Hua Zhi Famous Wine Library," and "Hua Zhi Preferred" [5][6] - A service-oriented supply chain platform was established to improve efficiency and quality, catering to diverse consumer needs [6] Group 5: Instant Retail Initiatives - The company launched instant retail services through various platforms, significantly improving consumer shopping efficiency and satisfaction [7] - The integration of online and offline services allows for rapid delivery, meeting immediate consumer demands for social and business occasions [7] Group 6: Organizational and Talent Development - The company emphasized talent development and organizational restructuring to enhance operational efficiency, shifting focus from sales-centric to customer-centric approaches [8][9] Group 7: Financial Performance and Market Outlook - The company reported a significant increase in cash flow from operating activities, attributed to effective inventory management and supplier collaboration [10][11] - Despite a challenging market, the company aims to increase the sales proportion of famous wines while expanding the premium wine market [12][13]

Group 1 - The company held its 9th meeting of the 10th Supervisory Board on May 29, 2025, with all three supervisors present, meeting legal requirements [1][2] - The Supervisory Board approved the proposal to sell the aluminum profile business, which is considered to have weak profitability, to optimize the company's industrial layout and asset structure, promoting strategic transformation and high-quality development [1][2] - The transaction was conducted under objective, fair, and reasonable pricing principles, ensuring no significant adverse impact on the company's operating status or the interests of non-related shareholders, particularly minority shareholders [1][2] Group 2 - The Supervisory Board also approved the proposal to absorb and merge a wholly-owned subsidiary, which is expected to further optimize the organizational structure, reduce management costs, and improve operational efficiency [2] - The financial statements of the trading company, being a wholly-owned subsidiary, are already included in the company's consolidated financial statements, meaning the merger will not have a substantial impact on the company's financial status or ongoing profitability [2] - The decision aligns with the company's development strategy and benefits all shareholders [2]

Core Viewpoint - The company reported a significant decline in revenue and net profit for 2024, indicating potential challenges in its operational performance and market conditions [3][4]. Financial Performance - In 2024, the company achieved a revenue of 9.464 billion, a year-on-year decrease of 6.49%, and a net profit attributable to shareholders of 44 million, down 81.11% [3]. - The fourth quarter of 2024 saw a revenue of 1.633 billion, a decrease of 12.62% year-on-year, with a net profit of -123 million, compared to a profit of 4 million in the same period last year [3]. Profitability Metrics - The overall gross margin for 2024 was 9.00%, reflecting a decline of 1.75 percentage points year-on-year. In Q4 2024, the gross margin dropped to 4.16%, down 5.47 percentage points year-on-year [4]. - The operating expense ratio for 2024 was 7.54%, a decrease of 0.94 percentage points year-on-year. In Q4 2024, the expense ratio was 8.33%, down 1.31 percentage points year-on-year [4]. Strategic Initiatives - The company is enhancing its offline store competitiveness by developing 127 new Huazhi Wine 3.0 stores in 2024, aiming to provide a comprehensive consumer experience [5]. - Online sales channels have been strengthened, with e-commerce revenue reaching 2.092 billion, a year-on-year increase of 72.87% [5]. - The company has restructured its national market into 16 battle zones and established six support centers to enhance marketing strategies [5].

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Investment Rating - The report maintains a "Buy" rating for the company [4] Core Views - The company experienced a revenue decline of 6.49% year-on-year in 2024, with total revenue reaching 9.464 billion yuan and a significant drop in net profit by 81.11% to 44 million yuan [1] - The company is focusing on enhancing its offline store competitiveness and has developed 127 new stores under the "华致酒行 3.0" model, while also achieving a 72.87% year-on-year growth in e-commerce revenue, totaling 2.092 billion yuan [3] - The report indicates a downward adjustment in profit forecasts for 2025 and 2026, with net profit estimates reduced by 52.9% and 48.2% respectively, while a new estimate for 2027 is introduced at 113 million yuan [4] Summary by Sections Financial Performance - In 2024, the company's comprehensive gross margin decreased by 1.75 percentage points to 9.00%, with a quarterly gross margin of 4.16% in Q4 2024, down 5.47 percentage points year-on-year [2] - The company’s operating income for 2024 was 9.464 billion yuan, with a year-on-year growth rate of -6.49% [5] - The net profit attributable to the parent company for 2024 was 44 million yuan, reflecting a year-on-year decline of 81.11% [5] Cost and Expense Management - The company's expense ratio decreased by 0.94 percentage points to 7.54% in 2024, with specific changes in sales, management, and financial expense ratios [2] - The sales expense ratio for 2024 was 5.38%, down 1.05 percentage points year-on-year [2] Strategic Initiatives - The company is implementing a multi-channel strategy, enhancing its offline store competitiveness and optimizing its organizational structure by dividing the national market into 16 battle zones and establishing six support centers [3] - The report highlights the company's efforts in brand building, product supply, marketing planning, and operational management to attract partners [3]