Core Viewpoint - Heshun Petroleum plans to acquire at least 34% of Shanghai Kuixin Integrated Circuit Design Co., Ltd. (Kuixin Technology) to gain control through a complex transaction structure, addressing both companies' industry challenges and opportunities [2][5]. Group 1: Transaction Structure - The acquisition involves a combination of cash purchase and voting rights delegation, allowing Heshun Petroleum to control 51% of Kuixin Technology's voting rights at a lower cost than a full acquisition [3]. - A reverse shareholding arrangement is included, where Heshun Petroleum's actual controllers will transfer 6% of their shares to Kuixin Technology's actual controller, aligning interests and reducing potential friction during integration [3][4]. - Kuixin Technology commits to specific revenue targets from 2025 to 2028, with annual revenues set at no less than 3 billion, 4.5 billion, 6 billion, and 7.5 billion respectively, alongside profitability commitments [4]. Group 2: Financial Performance and Challenges - Heshun Petroleum's traditional business has faced declining revenues, dropping from 39.94 billion in 2022 to 28.12 billion in 2024, with net profit decreasing from 1.04 billion to 0.29 billion in the same period [5]. - Kuixin Technology, established in 2021, has shown rapid growth but is still in the investment phase, with projected revenues of 1.46 billion, 1.93 billion, and 1.10 billion for 2023, 2024, and the first half of 2025, respectively, alongside significant losses [6][7]. Group 3: Market Position and Future Prospects - Kuixin Technology operates in the high-speed interface IP market, which is expected to grow significantly, with a projected compound annual growth rate of 19% from 2020 to 2025 [6]. - The company has established a strong client base, serving over 60 clients, including major international firms, and holds numerous patents, indicating its competitive position in the domestic market [6][7]. - Despite its technological strengths, Kuixin Technology faces financial pressures, with a high debt ratio of 65.29% and cumulative losses exceeding 85 million, raising concerns about its sustainability and growth potential [7].

Financial Data and Key Metrics Changes - The second quarter results reflect a 3.2% decline in same-store fuel volumes, with July volumes rebounding to 100% of prior year levels [6][14] - Retail fuel margins improved by 50 basis points in 2024, with an 80 basis point year-to-date improvement and an additional 13 basis points from lower credit card fees [11][12] - The effective tax rate for the first half was 22%, with expectations for the second half to be within the guided range of 24% to 26% [17][18] Business Line Data and Key Metrics Changes - Non-combustible nicotine categories are growing at a rate that offsets the decline in cigarette margins, which represent only 30% of total nicotine margin contribution [8] - Merchandise contribution increased by 8.9% for the quarter, excluding cigarettes and lottery, driven by strength in candy and packaged beverages [10][15] - Average per store month food and beverage sales at QuickChek have been positive for three consecutive quarters, indicating strong traffic [9] Market Data and Key Metrics Changes - Fuel prices remain range-bound despite geopolitical events, contributing to a lower price and less volatile environment [6] - The company outpaced OPUS volumes in each of its markets for the full quarter, despite a deceleration in June [33] Company Strategy and Development Direction - The company is focused on maintaining store profitability through operational cost improvements and a robust new store pipeline, with plans to deliver 50 new stores over the next twelve months [12][19] - The capital allocation strategy remains a fifty-fifty approach, balancing growth investments and shareholder returns [90][91] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the second half of the year, particularly regarding nicotine contributions and the impact of FDA crackdowns on illicit products [8][63] - The company is well-positioned to weather lower demand cycles while maintaining a focus on long-term growth and operational efficiencies [49][51] Other Important Information - The company repurchased 471,000 shares in the second quarter, with year-to-date repurchases nearing 900,000 shares [20] - The new store construction pipeline is robust, with over 45 new stores in construction for Q3, indicating strong future growth potential [19] Q&A Session Summary Question: Trends in gallons and market share - Management noted that trends worsened partly due to a different same-store base and that margins improved despite lower volumes [31][32] Question: Guidance on EBITDA - Management reiterated that while they do not provide EBITDA guidance, operational efficiencies are expected to offset merchandise pressures [34][36] Question: Store build confidence - Management highlighted that bottlenecks have been addressed, leading to confidence in meeting store build targets [40][41] Question: Demand environment and cost flexibility - Management discussed the importance of consumer price sensitivity and the ability to optimize costs in a lower demand environment [45][48] Question: Merchandise contribution growth - Management expressed confidence in achieving guidance due to strong performance in non-cigarette categories and initiatives to drive customer engagement [55][59] Question: Share repurchases and capital allocation - Management clarified that leverage is balanced between growth and shareholder returns, maintaining a focus on their fifty-fifty capital allocation strategy [89][91] Question: Competitive landscape and fuel volume trends - Management indicated no significant differences in customer behavior between Walmart and non-Walmart locations, with competitive pressures being consistent across markets [96][97]