[中报]特 力Ｂ(200025):2023年半年度报告（英文版）
原标题:特 力Ｂ:2023年半年度报告（英文版） Semi-annual Report 2023 August 2023 Section I Important Notice, Contents and Interpretations The Board of Directors, the Board of Supervisors, and directors, supervisors and senior executives of the Company guarantee that the present semi-annual report is true, accurate, and complete without false records, misleading statements, or major omissions, and undertake the joint and several legal liabilities arising therefrom. Fu Chunlong, head of the Company, Huang Tianyang, the person in charge of accounting, and Yu Taiping, the person in charge of the accounting firm (accountant in charge) declare to guarantee the truthfulness, accuracy, and completeness of the financial report in this semi-annual report. All directors of the Company have attended the board meeting to review the semi-annual report. The Company has described the potential risks in detail in this report. Investors are hereby kindly requested to pay attention to and read "X. Risks Faced by the Company and Countermeasures" of "Section III Management Discussion and Analysis" within this report. The Company has no plans to distribute cash dividends, issue bonus shares and transfer from capital surplus to share capital. Contents Section I Important Notice, Contents and Interpretations .................................................................................. 2 Section II Company Profile and Major Financial Indicators .............................................................................. 6 Section III Management Discussion and Analysis ................................................................................................ 9 Section IV Corporate Governance ....................................................................................................................... 22 Section V Environmental and Social Responsibility ........................................................................................... 24 Section VI Important Matters .............................................................................................................................. 25 Section VII Changes in Shares and Shareholders ............................................................................................... 36 Section VIII Preferred Shares .............................................................................................................................. 42 Section IX Relevant Information of Corporate Bonds ....................................................................................... 43 Section X Financial Report ................................................................................................................................... 44 List of Documents for Future Reference I. Accounting statements signed and sealed by the legal representative, the person in charge of accounting, and the person in charge of the accounting firm. II. Originals of all company documents and announcements that have been publicly disclosed during the reporting period. III. The above documents for future reference shall be kept at the Secretariat Office of the Board of Directors of the Company. Interpretations
Section II Company Profile and Major Financial Indicators I. Company Profile
1. Contact information Whether the Company's registered address, office address and postal code, company website, e-mail, etc. have changed during the reporting period □ Applicable ? Not applicable There was no change in the Company's registered address, office address and postal code, website, e-mail, etc. during the reporting period. Please refer to the 2022 Annual Report for details. 2. Information disclosure and keeping location Whether the information disclosure and keeping location have changed during the reporting period ?Applicable □ Not applicable
Whether other relevant information has changed during the reporting period □ Applicable ? Not applicable IV. Major Accounting Data and Financial Indicators Whether the Company needs to retrospectively adjust or restate the accounting data for the previous years □Yes ? No
international accounting standards and Chinese accounting standards □ Applicable ? Not applicable During the reporting period of the Company, there is no discrepancy of net profit and net assets in the financial report disclosed 2. Discrepancy of net profit and net assets in the financial report disclosed simultaneously according to foreign accounting standards and Chinese accounting standards □ Applicable ? Not applicable During the reporting period of the Company, there is no discrepancy of net profit and net assets in the financial report disclosed simultaneously according to foreign accounting standards and Chinese accounting standards. VI. Non-recurring Profit or Loss Items and Amounts ?Applicable □ Not applicable Unit: RMB
□ Applicable ? Not applicable The Company has no other profit or loss conforming to the definition of non-recurring profit or loss. Explanation on defining the non-recurring profit or loss set out in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Securities to the Public - Non-Recurring Profit or Loss as recurring profit or loss □ Applicable ? Not applicable The Company does not define any non-recurring profit or loss as defined or listed in the Explanatory Announcement No. 1 on Information Disclosure for Companies Offering Securities to the Public - Non-Recurring Profit or Loss as a recurring profit or loss during the reporting period. Section III Management Discussion and Analysis I. Main Business of the Company during the Reporting Period I. The main businesses of the Company during the reporting period are jewelry service business and commercial operation and management. 1. Jewelry service business: Shenzhen Jewelry Company carried out its business steadily and orderly in H1 this year. It proactively expanded into new categories and services while hosting a total of 9 exhibitions. The cumulative value of import and export goods reached RMB 1,167 million, indicating a YoY growth of 240%. The domestic sales revenue amounted to RMB 75.89 million, reflecting a YoY increase of 35.3%. Guorun Gold's main businesses include investment gold bar sales, gold recovery, gold purification/exchange services, etc. During the reporting period, it continued to carry out business innovation, including using intelligent recycling machines to expand its C-end recycling business, online and offline sales of investment products, and building the cooperative exhibition hall and shared exhibition hall for gold ornaments to broaden the content of third-party services, and it is planned to gradually integrate resources from all parties to jointly build a sound industrial ecology. The comprehensive trade platform with establishment led by the Company is one of the five major trading platforms in Shenzhen. The Company held special promotion conferences held in Hangzhou and Nanjing respectively for its nationwide promotion, effectively promoting cooperation with clients in the relevant regions and further enhancing the Company's industry influence. During the reporting period, the Company actively carried out operation management improvement planning for industrial digitalization and was committed to empowering its business development and efficiency improvement through digital transformation for improving quality, reducing costs, and increasing efficiency. 2. Commercial operation and management: The agglomeration effect of Tellus-Gmond Industrial Park and its attraction to merchants at other locations in the Shuibei area have gradually increased. Additionally, customer traffic in shopping malls in the industrial park has significantly increased compared with last year. The Tellus Jewelry Building vigorously promotes the adjustment and value enhancement of the commercial layout of the podium building and increases the external influence of the industrial park by planning the lottery for island freezers in the underground area and bidding for shops. At present, Tellus Jinzuan Building is preparing for its opening in an orderly manner. The effect of the investment promotion efforts exceeds expectations and well-known domestic jewelry enterprises have been introduced to preliminarily build the podium building into a professional jewelry market. (II) Description of main business models of the jewelry business The Company shall abide by the disclosure requirements of the Guidelines of Shenzhen Stock Exchange for Self-Regulatory Supervision of Listed Companies No. 3 - Industry Information Disclosure for "jewelry-related business". 1. Sales mode At present, the Company adopts wholesale as the main sales mode of gold and jewelry, and also provides certain supporting services including customs declaration, gold purification/exchange, and safe deposit box leasing. The sales revenue composition of the jewelry business in H1 2023 is as follows:
At present, the Company mainly adopts the entrusted processing mode for gold and its products, while diamonds and colored gemstones do not involve processing. The production mode composition in H1 2023 is as follows:
Gold and its products: by purchasing gold raw materials from Shanghai Gold Exchange or qualified units, or by renting gold from banks; Diamonds: by purchasing finished diamonds from overseas diamond suppliers and importing them through the Shanghai Diamond Exchange; Other jewelry jade: by purchasing products from overseas jewelry jade suppliers, and going through the import formalities of tax payment through Shenzhen Jewelry Company. The procurement model in H1 2023 is as follows:
During the reporting period, the Company has not carried out online sales. 6. Inventory of jewelry business during the reporting period As of June 30, 2023, the inventory balance of the Company's jewelry business was RMB 41,513,394.65, of which the amount measured at fair value was RMB 41,506,358.65, corresponding to hedged items with commodity futures contracts and T+D contracts as hedging instruments and the value of gold leased from China Everbright Bank. II. Analysis of Core Competitiveness 1. Deepening of industrial distribution, continuously enhancing third-party comprehensive jewelry service capabilities Relying on the physical platform resources in the Shuibei area known for its jewelry industry cluster, the Company has given full play to the advantages of a state-owned listed company, solidly promoted the construction of the third-party jewelry ecosystem, kept trying to innovate business models, deeply entered the jewelry industry chain, and continuously improved the third-party comprehensive jewelry service capability. In 2019, Treasury Supply Chain Company was established to carry out the gold and jewelry supply chain business. In 2020, Shenzhen Jewelry Company was established and focused on building five centers: bonded commodity exhibition center, bonded processing and manufacturing center, bonded R&D and design center, bonded commodity appraisal center, and bonded financial service center, creating a comprehensive bonded service platform integrating warehousing, logistics, insurance, import and export agency, settlement, and other supporting services to provide customers with convenient and efficient cross-border bonded exhibitions and comprehensive trading services. The Shenzhen Jewelry Project was established and operated with the approval of the government and customs, which has strong credibility. On December 23, 2022, the platform was approved to be upgraded and listed as "Shenzhen International Jewelry and Jade Comprehensive Trade Platform". In 2021, Shanghai Fanyue was set up, achieving a closed loop from bonded exhibitions to general trade import of diamonds. In 2022, Guorun Gold was set up to build a comprehensive service platform for gold circulation, further consolidating the overall layout of the jewelry industry and gradually establishing the Company's competitive advantages. 2. High-quality development of the commercial operation sector, providing stable business revenue and financial support The Company is the largest owner of Tellus-Gmond Gold Jewelry Industrial Park in the Shuibei area. The Tellus Jewelry Building was fully put into use in 2019, with a high occupancy rate. The construction of the Tellus Jinzuan Trading Building is promoted according to the working plan and is planned to be officially opened in 2023. At the same time, the Company plans to implement innovative industrial projects in the Buxin area in line with the overall strategic layout of the city, district, and the Company by means of renovation. In addition, the Company holds a large number of property resources in Luohu, Futian and other areas of Shenzhen. On the basis of maintaining the stability of the original leasing business, the Company would actively promote the improvement of property quality, and transform its old properties from the traditional way of simple leasing to the direction of commercial property operation, so as to fully enhance and tap the added value of the property brand, bring stable business revenue and cash flow to the Company and provide a solid foundation for the long-term development of the Company. 3. Continuous optimization of management, providing effective guarantee for the development of the Company In recent years, with the transformation and upgrading of the Company's business sectors, internal management has also been greatly improved, becoming the driving force and guarantee for the Company's development. From the perspective of management promotion and operation, the Company has established a "4S" management mainline system based on the management orientation and the actual situation of the Company. From strategic planning and business plan to management statements and assessment and evaluation, scientific and closed-loop management concepts have been established and various management actions have been linked, which serve the Company's strategic implementation in a unified way. The Company leverages various work with performance management as a "lever", and continuously evaluates and optimizes the organizational structure to improve operational efficiency. Adhering to the cultural construction purpose of refining the corporate culture from business, the Company collects the conventions of strivers from the grassroots to build a consensus among all employees. III. Analysis of Main Business Overview See "I. Main Business of the Company during the Reporting Period" for relevant contents. YoY changes in main financial data Unit: RMB
There are no significant changes in the Company's profit composition or source during the reporting period. Operating revenue composition Unit: RMB
?Applicable □ Not applicable Unit: RMB
caliber of main business data is adjusted during the reporting period □ Applicable ? Not applicable IV. Analysis of Non-main Business ?Applicable □ Not applicable Unit: RMB
1. Major changes in asset composition Unit: RMB
□ Applicable ? Not applicable 3. Assets and liabilities at fair value ?Applicable □ Not applicable Unit: RMB
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