An important note
1 The summary of this semi-annual report is from the full text of the semi-annual report, in order to fully understand the company's operating results, financial situation and future development plans, investors should carefully read the full text of the semi-annual report on the website of the Shanghai Stock Exchange and other media designated by the CHINA Securities Regulatory Commission.
2 The Board of Directors, the Board of Supervisors and the directors, supervisors and senior management of the Company guarantee that the contents of the semi-annual report are true, accurate and complete, that there are no false records, misleading statements or material omissions, and that they bear individual and joint legal liabilities.
3 All directors of the company attend the meeting of the board of directors.
4 The present semi-annual report is unaudited.
5 The profit distribution plan for the reporting period or the plan for the conversion of provident fund into equity capital deliberated by the Board of Directors
not
Second, the basic situation of the company
2.1 Company Profile
■
2.2 The Company's main financial data
Unit: Yuan Currency: RMB
2.3 Table of shareholdings of the top ten shareholders
Unit: Shares
2.4 Table of the total number of preferred shareholders and the top ten preferred shareholders as of the end of the reporting period
□ apply √ does not apply
2.5 Changes in controlling shareholders or actual controllers
2.6 Unmature and overdue corporate bonds
□ applicable √ not
3. Discussion and analysis of business conditions
3.1 Discussion and analysis of business conditions
The domestic macroeconomic growth rate continues to run at a low level, the development of e-commerce has brought an impact on the traditional department store industry, the consumer market in Shenyang is fiercely competitive, and retail enterprises are in a state of saturation and homogenization. In this context, the company continues to adhere to the business philosophy of "seeking sincerity in the city", continuously improves the quality of service and pursues the origin of commercial retail, and the operating income continues to maintain a growth trend year-on-year on the basis of achieving a decline and stabilization in 2018.
In the first half of 2019, the company's operating income reached 528.2533 million yuan, an increase of 75.9761 million yuan or 16.80% over the same period of the previous year, an increase of 75.9761 million yuan, an increase of 16.80%; during the period, expenses incurred 109.983 million yuan, a decrease of 3.9894 million yuan or 3.50% from the same period of the previous year, and operating profit achieved -43.6846 million yuan, -51.8565 million yuan over the same period of the previous year. The loss was reduced by 8.1719 million yuan, a year-on-year decrease of 15.76%; the net profit attributable to the owners of the parent company was -48.8835 million yuan, -54.3834 million yuan compared with the same period of the previous year, and the loss was reduced by 5.4999 million yuan, a year-on-year decrease of 10.11%.
During the reporting period, the company formed a corporate culture and values with efficiency as the core in operation and management, and encouraged and mobilized the enthusiasm of all employees to increase revenue and improve efficiency. The main business activities include:
1. Adhere to the development strategy of adapting to the conditions of the store, determine different yard styles and product positioning according to the deep-rooted word-of-mouth positioning of the commercial city and Tiexi Department Store in the hearts of the local people, and strive to create characteristic stores, characteristic shops and characteristic products.
2. Increase investment promotion and procurement, expand new channels and channels, and take all aspects of supporting projects as key enhancement projects this year, and vigorously increase sales and operating profits. In the first half of the year, the investment adjustment work in most of the operating areas was completed as planned, and in addition to the original brand store upgrade, a number of brand main stores such as Bitote Supermarket, Jiana Cinema, and Mobile Phone Store were also introduced.
3. In terms of management, continue to implement the sixteen-character policy of "target management, budget management, data drive, performance supervision", optimize the personnel structure, and improve personnel efficiency.
4. In terms of cooperation with suppliers, continue to maintain close cooperation and communication with suppliers, balance the interests of suppliers, vigorously talk about support, cooperation, and resources, and improve the maintenance of supplier relationships to a higher level.
5. Strengthen publicity and promotion, timely release the company's various activity information and product brand information to all walks of life through the company's official website, WeChat public account, media advertisements, etc., and increase the influence of media publicity with the help of online self-media methods such as Vibrato, Weibo, and WeChat Circle of Friends.
3.2 Circumstances, causes and effects of changes in accounting policies, accounting estimates and accounting methods compared to the previous accounting period
√ applicable □ does not apply
1. On 31 March 2017 and 2 May 2017, the Ministry of Finance issued the Notice on Printing and Distributing the Amendment to Accounting Standard for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments (Cai Hui [2017] No. 7), the Notice on Printing and Distributing the Amendment to Accounting Standard for Business Enterprises No. 23 - Transfer of Financial Assets (Cai Hui [2017] No. 8), and the Notice on Printing and Distributing the Amendment to Accounting Standard for Business Enterprises No. 37 - Presentation of Financial Instruments (Cai Hui [2017] No. 14) (collectively "New Financial Instruments Standard").
2. On April 30, 2019, the Ministry of Finance issued the Notice on Amending the Format of Printing and Distributing General Enterprise Financial Statements for 2019 (Cai Hui [2019] No. 6).
The Company shall commence execution in accordance with the commencement date specified in the above notice, as detailed in the notes to the financial statements described in "Changes in Significant Accounting Policies and Accounting Estimates".
3.3 The correction of material accounting errors during the reporting period requires retrospective restatement, the amount of the correction, the causes and their impact.
Stock code: 600306 Stock abbreviation: Commercial City No. 2019-031
Shenyang Commercial City Co., Ltd
Announcement of the resolution of the thirteenth meeting of the seventh board of directors
The Company and all members of the Board of Directors warrant that the contents of this announcement are true, accurate and complete and are jointly and severally liable for any misrepresentation, misleading statement or material omission of this announcement.
The notice of the 13th meeting of the 7th Board of Directors of Shenyang Commercial City Co., Ltd. (hereinafter referred to as "the Company" or "Commercial City") was sent to the directors, supervisors and senior management on August 9, 2019, and the meeting was held by correspondence on August 19, 2019, with 9 directors present and 9 directors actually present, and the meeting was presided over by Mr. Chen Zheyuan, which complied with the provisions of the Company Law and the Articles of Association. After deliberation by the directors present at the meeting, the following proposals were unanimously voted and passed:
1. Deliberated and approved the "Rectification Report of Shenyang Commercial City Co., Ltd."
In order to strengthen internal control, effectively prevent risks, and improve the company's standardized operation level, in accordance with the requirements of the Notice of the Liaoning Securities Regulatory Bureau on Carrying out the "Four Bottom Lines" Self-Inspection and Self-Correction work of Listed Companies (Liaoning Securities Regulatory Commission [2019] No. 114), the Company has submitted the "Commercial City Self-Inspection Report" and other documents to the Liaoning Regulatory Bureau on June 30, 2019 in accordance with the requirements of the notice. In order to effectively do a good job in rectifying the problems found in the "four bottom lines" self-examination and self-correction work, Chen Zheyuan, chairman and president of the board, led by Chen Zheyuan, was appointed as the leader of the group, and a working group was formed to be responsible for the rectification work.
The "Commercial City Rectification Report" rectified the problems found in the previous self-inspection and self-correction work. On the basis of this rectification work, the company will continue to strengthen the work in information disclosure, corporate governance, insider management, financial basis and accounting treatment, internal control, etc., and further promote the establishment of a long-term mechanism for corporate governance and the improvement of the company's internal governance level.
Voting result: 9 votes in favour, 0 votes against, 0 abstentions.
The independent directors believe that the "Commercial City Rectification Report" can effectively rectify the problems found in the previous self-inspection and self-correction work. Through the development of this rectification work, the company's three sessions of operation have been continuously improved, and the company's internal control and investor relations and information disclosure have been further strengthened, which is conducive to the establishment of a long-term mechanism for the company's standardized governance and the improvement of the company's internal governance level.
2. Deliberated and approved the "2019 Semi-annual Report of the Company and Its Summary".
For details of the proposal, please refer to the relevant announcement disclosed by the Company on the website of the Shanghai Stock Exchange on August 20, 2019.
3. Deliberated and passed the "Proposal on Daily Related Party Transactions in 2019"
For details of the proposal, please refer to the Company's Announcement on Daily Related Party Transactions in 2019 (Announcement No. 2019-032) disclosed on the website of the Shanghai Stock Exchange on August 20, 2019.
5 votes in favour, 0 votes against, 0 abstentions.
Affiliated directors Chen Zheyuan, Lv Xiaoqing, Zhong Pengyi and Wang Bin recused themselves from voting.
This is hereby announced.
Board of Directors of Shenyang Commercial City Co., Ltd
August 20
Stock code: 600306 Stock abbreviation: Commercial City No. 2019-032
Announcement on daily related party transactions in fiscal 2019
●This daily related party transaction does not need to be submitted to the shareholders' general meeting for consideration.
●This daily related party transaction does not affect the independence of the company, and the company will not rely on related parties due to this daily related party transaction.
First, the basic situation of daily related party transactions
(1) Deliberation procedures for the performance of routine related party transactions
The 13th meeting of the 7th Board of Directors of Shenyang Commercial City Co., Ltd. (hereinafter referred to as "the Company" or "Commercial City") was held on August 19, 2019, and the "Proposal on Daily Related Party Transactions in 2019" was deliberated and passed. The company's affiliated directors Chen Zheyuan, Zhong Pengyi, Wang Bin and Lu Xiaoqing recused themselves from voting, and the other directors unanimously voted to pass the proposal. This proposal does not need to be submitted to the General Meeting of Shareholders for consideration.
The independent directors of the Company have made prior confirmation of the daily related party transactions and issued an independent opinion. The independent directors believe that the daily related party transactions that occur in the company are due to the normal business development needs, the new related party transactions meet the needs of the company's business development, and the risk of related party transactions is low and controllable. The decision-making is legal, standardized and accurate, the pricing is objective, reasonable and fair, the transaction is fair, just and open, which conforms to the interests of the company and all shareholders, and does not harm the interests of small and medium-sized shareholders and other non-affiliated shareholders.
(2) Daily related party transactions in 2018
Due to the small amount of daily related party transactions that occurred in previous years, no meeting was held to consider the proposals related to daily related party transactions.
Unit: Meta
Note: The data for 2018 does not include related party transaction data on the company's borrowing from Shenzhen Maoye Commercial Building Co., Ltd.
(3) The basic situation of the expected daily related party transactions in 2019
Based on the actual related party transactions between the Company and related parties in 2018 and January-June 2019, according to the actual needs of the Company's development, it is estimated that the Company's daily related party transactions in 2019 will be about RMB11.74 million, as detailed in the following table:
Second, the introduction of major related parties and related relationships
1. Shenyang Maoye Times Real Estate Co., Ltd
Legal representative: Zhang Jing
Address: No. 79 Shendong East Road, Tiexi District, Shenyang City (5th Floor, Annex of Oriental Times Square)
Registered capital: RMB million
Business scope: real estate development, commercial housing sales (with qualification certificates), self-owned housing leasing. (Projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments.) ）
Shenzhen Maoye Commercial Building Co., Ltd. (hereinafter referred to as "Maoye Commercial Building"), the indirect controlling shareholder of Commercial City, is the indirect controlling shareholder of the Company.
2. Baotou Maoye Dongzheng Real Estate Development Co., Ltd
Address: Baotou City, Inner Mongolia Autonomous Region Kundulun District Iron and Steel Street No. 31 Maoye Tiandi fifth floor office area
Registered capital: RMB 10 million
Business scope: real estate development and operation; daily necessities, sporting goods, cosmetics, clocks, glasses, photographic equipment, textiles, clothing, shoes and hats, hardware and electricity, office equipment, furniture, fitness equipment, handicrafts (excluding cultural relics), gold and silver jewelry, jewelry, toys sales; general goods warehousing (the above items are limited to branch operations); import and export business. (Projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments)
Maoye Commercial Building, the indirect controlling shareholder of Commercial City, is the indirect controlling shareholder of the Company.
3. Inner Mongolia Victoria New City Commercial Management Co., Ltd
Legal representative: Lu Xiaojuan
Address: The southwest corner of the intersection of Xinhua Avenue and Xing'an Road in the new urban area of Hohhot City, Inner Mongolia Autonomous Region
Registered capital: 100 million yuan (RMB)
Business scope: health food, medicine (the above items are operated with licenses), knitted textiles, clothing, daily necessities, stationery and sports supplies, machinery and equipment, hardware and electricity, electronic products, watches and glasses, musical instruments, toys, bags, leather products, plastic products, glass products, arts and crafts, gold jewelry, jewelry, agricultural and sideline products, shoes and hats, household appliances, modern office products, communication products, photographic equipment, wool, cashmere products sales; counter, site leasing; photography, printing; enterprise management consulting Market consultation and investigation, supply chain management services, catering management, property management (projects that require approval according to law can only carry out business activities after approval by the relevant departments).
4. Shenzhen Maoye Department Store Co., Ltd
Address: Shenzhen Luohu District Heping Road Peace Square podium 1-5 floors
Registered capital: (RMB) 536.869782 million yuan
Business scope: daily necessities, cultural and sporting goods, cosmetics, clocks, glasses, photographic equipment, communication equipment, textiles, clothing, shoes and hats, hardware and electricity, office equipment, furniture, fitness equipment, handicrafts and other goods wholesale, retail (excluding state monopoly, monopoly control, monopoly sales of goods); gold, silver jewelry, jade products retail; information consulting (excluding restricted items); the operation of supporting shopping malls and catering business (business license separately applied) Handling the business of exchanging foreign currency and foreign currency traveller's cheques for RMB for domestic residents and non-resident individuals; property management; property leasing. (Projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments); parking services for motor vehicles. (Projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments)
5. Shandong Zibo Maoye Department Store Co., Ltd
Legal representative: Han Chengxiang
Address: No. 152, Liuquan Road, Zhangdian District, Zibo City, Shandong Province
Registered capital: 100 million yuan (RMB)
Business scope: wholesale and retail of prepackaged food, bulk food, dairy products (including infant formula milk powder). The following branches are limited to operation: tobacco retail, audio-visual products, electronic publications, domestic edition of books, newspapers, periodicals retail; II. 6827 traditional Chinese medicine equipment, prescription drugs, over-the-counter drugs: Chinese medicine tablets, proprietary Chinese medicines, chemical preparations, antibiotic preparations, biochemical drugs, biological products (except vaccines) retail. (The validity period is subject to the license). Warehousing services (excluding flammable, explosive and chemical dangerous goods), housing rental, home appliance repair, computer development and consulting services, advertising business. The following branches are limited to operation: department stores, textiles, clothing and daily necessities, aquatic products and raw meat, stationery supplies, sporting goods and equipment, photographic equipment, building materials, hardware and electrical chemicals (excluding chemical dangerous goods), household appliances, arts and crafts, jewelry, furniture, computers and software, office equipment, communication terminal equipment, automobiles (excluding cars), motorcycle sales; poultry, egg retail; parking services. (Projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments).
6. Jinzhou Maoye Real Estate Co., Ltd
Address: 18A, Orchid Lane, Section 6, Nanjing Road, Linghe District, Jinzhou City
Registered capital: HK$100 million 900 million
Business scope: general real estate development, sales, leasing. The project is limited to the former Dongfang Red Hostel in Linghe District and surrounding plots. Clothing, shoes and hats, knitted textiles, leather products, stationery and sports products, daily necessities, cosmetics, skin care products, fitness equipment, photographic equipment, audio equipment and equipment, building materials, decorative materials, chemical raw materials (excluding hazardous chemicals), computers and auxiliary equipment, arts and crafts, jewelry, gold and silver jewelry, jewelry, clocks and watches, glasses, musical instruments, flowers retail and wholesale; business site and facility rental services, warehousing (excluding flammable and explosive hazardous chemicals), property management services, Self-operated and agent of the import and export of various commodities and technologies (does not involve state-run trade management commodities, involving quotas, license management commodities, in accordance with the relevant provisions of the state to handle the application); supporting parking lot management and services. (Projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments.) ）
7. Shenyang Maoye Hotel Co., Ltd
Legal representative: Chen Zheyuan
Address: No. 23 Chaoyang Street, Shenhe District, Shenyang City
Registered capital: RMB 10 million yuan
Business scope: accommodation; catering services (including large catering, including cold dishes, including roasted pork); guest rooms, entertainment halls (chess and card rooms), gyms, restaurants (Chinese and staff restaurants), water bars, cafes, foot baths; pre-packaged food (including refrigerated and frozen food) retail; business conference services, car rental, daily necessities, clothing, jewelry, handicrafts, leather goods sales. (Projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments.) ）
8. Maoye Digital Wisdom United Information Technology (Shenzhen) Co., Ltd
Legal representative: Yan Yijia
Address: Room 201, Building A, No. 1 Qianwan 1st Road, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen (settled in Shenzhen Qianhai Commercial Secretary Co., Ltd.)
Registered capital: (RMB) 10 million yuan
Business scope: General business projects are: information technology, electronic products, computer software and hardware technology research and development consulting, technical services, technology transfer and sales; marketing planning; corporate image design; brand design; packaging design; space design; web design; exhibition display design; engaged in advertising business; exhibition planning; information technology consulting; investment consulting, enterprise management consulting, business information consulting (all excluding restricted projects); investment planning; venture capital business; domestic trade (excluding franchise, monopoly, Specialized control of commodities), engaging in import and export business (except for projects prohibited by laws, administrative regulations, and decisions of the State Council, restricted projects can only be operated after obtaining a license); venture capital business; engaging in online business activities (excluding restricted items). (Except for the projects prohibited by laws, administrative regulations and decisions of the State Council, the restricted projects can only be operated after obtaining a license), and the licensed business items are: express delivery services.
9. Shenyang Maoye Real Estate Co., Ltd
Address: 7th Floor, Shenyang Maoye Center, No. 185-2 Qingnian Street, Shenhe District, Shenyang
Registered capital: RMB 100,000,000,000,000,000,000,000 yuan
Business scope: real estate development, own real estate sales; clothing, shoes and hats, knitted textiles, leather products, stationery and sports supplies, daily necessities, cosmetics, skin care products, office supplies, home accessories, furniture, toys, household appliances, hardware and electricity, electronic products, communication equipment, fitness equipment, photographic equipment, audio equipment and equipment, building materials, decorative materials, chemical raw materials (excluding dangerous chemicals), computers and auxiliary equipment, arts and crafts, jewelry, gold and silver jewelry, jewelry, clocks, glasses, musical instruments, Flower wholesale, retail; housing, site and facilities leasing, warehousing (excluding inflammable and explosive hazardous chemicals), property management services, self-operated and agent of all kinds of goods and technologies import and export, except for commodities and technologies operated by the state limited by companies or prohibited from import and export, parking lot services, business agency services. (Projects that require approval in accordance with the law can only carry out business activities after approval by the relevant departments).
Mr. Huang Maoru, the actual controller of commercial city, is the actual controller of the company after penetration.
Analysis of the performance ability of related parties: The above-mentioned related parties are operating in accordance with the law, the operation is in good condition, and there is a restructuring cash flow, the transaction with the company can be settled normally, there is no obstacle to performance ability, and there is no risk of not being able to pay the company's money or providing corresponding services.
3. Pricing policies and pricing basis for related party transactions
The related party transactions between the Company and its subsidiaries and the above-mentioned related parties are all occurrences in the course of daily operations, and follow the principles of fairness, openness and impartiality, and are traded on the basis of market prices.
4. The purpose of related party transactions and their impact on listed companies
The above-mentioned related party transactions are conducive to the use of existing resources, reduce operating costs and save operating expenses. The company and its affiliates maintain independence in terms of business, personnel, assets, institutions, finances, etc., in the process of daily transactions, completely independent decision-making, not controlled by related parties, effectively safeguard the interests of the company and all shareholders, and the related party companies operate steadily, have good development prospects, there are no obstacles to performance, and there is no risk of bad debts. Therefore, the above-mentioned related party transactions will not harm the interests of the company and will not affect the independence of the company.
5. Documents for reference
1. Resolution of the 13th meeting of the 7th Board of Directors of Commercial City;
2. The written approval opinion of the independent directors of the company on the daily related party transactions in 2019
3. Independent opinions of the independent directors of the company on relevant matters
Stock code: 600306 Securities abbreviation: Commercial City Announcement number: 2019-033
Announcement of operating data for the first half of 2019
In accordance with the requirements of the Guidelines for Industry Information Disclosure of Listed Companies No. 5 - Retail and the Notice on Doing a Good Job in the Disclosure of the Semi-Annual Report of Listed Companies in 2019, Shenyang Commercial City Co., Ltd. (hereinafter referred to as the "Company") hereby discloses the main operating data of the half year of 2019 as follows:
First, in the half year of 2019, the company has no store changes.
Second, in the second half of 2019, the company has no plans to increase stores.
Third, the main operating data of the half year of 2019:
(1) The main business is divided into business formats
(2) The main business is divided into regions
The operating data in this announcement is unaudited and the Board of Directors of the Company reminds investors to use such data with caution.
Stock code: 600306 Securities abbreviation: Commercial City Announcement number: 2019-034
Announcement of Shenyang Commercial City Co., Ltd. on the extension of the reply to the second inquiry letter of the Shanghai Stock Exchange
On August 12, 2019, Shenyang Commercial City Co., Ltd. (hereinafter referred to as "the Company" or "Commercial City") received the Second Inquiry Letter on the Issuance of Shares to Purchase Assets and Raise Supporting Funds and The Disclosure of Information on the Preliminary Information disclosure of the Related Party Transaction Plan issued by the First Department of The Supervision of Listed Companies of the Shanghai Stock Exchange (SSE Official Letter [2019] No. 1149) (hereinafter referred to as the "Second Inquiry Letter"). The company is required to respond to the "Second Inquiry Letter" within 5 trading days.
After receiving the "Second Inquiry Letter", the company actively organized the relevant parties to implement and reply to the issues involved in the "Second Inquiry Letter" item by item. Since the response to some of the issues involved in the Second Inquiry Letter needs to be further implemented, supplemented and improved, the Company is not expected to be able to complete the reply within the specified time, and after communicating with the Shanghai Stock Exchange and applying, the Company will postpone the reply to the Second Inquiry Letter. During the postponement of the reply period, the company will continue to coordinate with relevant parties, actively promote the response to the "Second Inquiry Letter", strive to complete the reply to the "Second Inquiry Letter" as soon as possible and fulfill the information disclosure obligation in accordance with the regulations.
The company designates the information disclosure media as Shanghai Securities News, Securities Times, China Securities News and the website of Shanghai Stock Exchange (www.sse.com.cn), and the relevant information shall be subject to the information published in the above designated media. Investors are advised to be aware of the investment risks.