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MNSO 6-K

MINISO Group Holding Ltd (MNSO)

6-K 2024-11-27 For: 2024-11-27
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Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024

Commission File Number: 001-39601

MINISO Group Holding Limited

8F, M Plaza, No. 109, Pazhou Avenue

Haizhu District, Guangzhou 510000, Guangdong Province

The People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x         Form 40-F ¨

Exhibit Index

Exhibit 99.1 — Press Release — MINISO Announces Extraordinary General Meeting on January 17, 2025

Exhibit 99.2 — Notice of Extraordinary General Meeting

Exhibit 99.3 — Extraordinary General Meeting Circular

Exhibit 99.4 — Form of Proxy for Extraordinary General Meeting

Exhibit 99.5 — Ballot for Extraordinary General Meeting

Exhibit 99.6 — Form of Voting Instruction Card for Holders of American Depositary Shares

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MINISO Group Holding Limited
By : /s/ Jingjing Zhang
Name : Jingjing Zhang
Title : Chief Financial Officer

Date: November 27, 2024

Exhibit 99.1

MINISOAnnounces Extraordinary General Meeting on January 17, 2025

GUANGZHOU, China, November 22, 2024 /PRNewswire/ -- MINISO Group Holding Limited (NYSE: MNSO; HKEX: 9896) ("MINISO", "MINISO Group" or the "Company"), a global value retailer offering a variety of trendy lifestyle products featuring IP design, today announced that it will hold an extraordinary general meeting of the Company's shareholders (the "EGM") at 11:00 a.m. Beijing time on January 17, 2025 at Flats B-D, 35/F, Plaza 88, 88 Yeung Uk Road, Tsuen Wan, the New Territories, Hong Kong, for the purposes of considering and, if thought fit, approving the proposed acquisition of shares of Yonghui Superstores Co., Ltd ("Yonghui"). As previously announced, in September 2024, a wholly owned PRC subsidiary of the Company entered into share purchase agreements with certain existing shareholders of Yonghui to acquire an aggregate of 29.4% of the issued and outstanding shares of Yonghui.

Holders of record of ordinary shares of the Company at the close of business on December 6, 2024, Hong Kong time, are entitled to notice of and to attend and vote at the EGM or any adjournment or postponement thereof. Holders of record of ADSs as of the close of business on December 6, 2024, New York time, who wish to exercise their voting rights for the underlying ordinary shares must give voting instructions directly to The Bank of New York Mellon, the depositary of the ADSs, if ADSs are held on the books and records of The Bank of New York Mellon, or indirectly through a bank, brokerage or other securities intermediary if the ADSs are held by any of them on behalf of holders, as the case may be.

Each of the proposed resolutions to be considered at the EGM is set forth in the notice of the EGM. The EGM notice and circular, the ballot, the form of proxy and other documents for the EGM are available on the Company's website at https://ir.miniso.com.

SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER RELATED MATERIALS, AS THEY CONTAIN VOTING INSTRUCTIONS AND IMPORTANT INFORMATION ABOUT THE COMPANY, YONGHUI, THE PROPOSED TRANSACTION AND RELATED MATTERS.

About MINISO Group

MINISO Group is a global value retailer offering a variety of trendy lifestyle products featuring IP design. The Company serves consumers primarily through its large network of MINISO stores, and promotes a relaxing, treasure-hunting and engaging shopping experience full of delightful surprises that appeals to all demographics. Aesthetically pleasing design, quality and affordability are at the core of every product in MINISO's wide product portfolio, and the Company continually and frequently rolls out products with these qualities. Since the opening of its first store in China in 2013, the Company has built its flagship brand "MINISO" as a globally recognized retail brand and established a massive store network worldwide. For more information, please visit https://ir.miniso.com/.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "potential," "continue" or other similar expressions. MINISO may also make written or oral forward-looking statements in its periodic reports to the SEC and the HKEx, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about MINISO's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: MINISO's mission, goals and strategies; future business development, financial conditions and results of operations; the expected growth of the retail market and the market of branded variety retail of lifestyle products in China and globally; expectations regarding demand for and market acceptance of MINISO's products; expectations regarding MINISO's relationships with consumers, suppliers, MINISO Retail Partners, local distributors, and other business partners; competition in the industry; proposed use of proceeds; and relevant government policies and regulations relating to MINISO's business and the industry. Further information regarding these and other risks is included in MINISO's filings with the SEC and the HKEx. All information provided in this press release and in the attachments is as of the date of this press release, and MINISO undertakes no obligation to update any forward-looking statement, except as required under applicable law.

Investor Relations Contact:

Email: [email protected]

Phone: +86 (20) 36228788 Ext.8039

Exhibit 99.2

HongKong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of this notice.

MINISOGroup Holding Limited

名創優品集團控股有限公司

(Acompany incorporated in the Cayman Islands with limited liability)

(NYSE:MNSO; HKEX: 9896)


NOTICEOF EXTRAORDINARY GENERAL MEETING

NOTICEIS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of MINISO Group Holding Limited (the “Company”) will be held at Flats B-D, 35/F, Plaza 88, 88 Yeung Uk Road, Tsuen Wan, the New Territories, Hong Kong on January 17, 2025 at 11:00 a.m. for the following purposes:

ORDINARYRESOLUTIONS

THAT

1. the<br> Dairy Farm Share Purchase Agreement (as defined in the circular dated November 22, 2024<br> despatched to the shareholders of the Company (the “Circular”), a copy<br> of which has been produced to the EGM marked “A” and signed by the chairman of<br> the EGM for the purpose of identification) and the transactions contemplated thereunder be<br> and are hereby approved, confirmed and ratified;
2. the<br> Jingdong Share Purchase Agreement (as defined in the Circular, a copy of which has been produced<br> to the EGM marked “B” and signed by the chairman of the EGM for the purpose of<br> identification, together with the Dairy Farm Share Purchase Agreement, the “Share Purchase Agreements”), and the transactions contemplated thereunder be and are<br> hereby approved, confirmed and ratified; and
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3. any<br> one of the directors of the Company be and is hereby authorized to do all such acts and things<br> incidental to the Share Purchase Agreements as he/she considers necessary, desirable, or<br> expedient in connection with the implementation of or giving effect to the Share Purchase<br> Agreements and the transactions contemplated thereunder.”
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SHARE RECORD DATEAND ADS RECORD DATE

The board of directors has fixed the close of business on December 6, 2024 (Hong Kong Time) as the record date (the “ShareRecord Date”) of the Company’s shares. Holders of record of the Company’s shares (as of the Share Record Date) are entitled to attend and vote at the EGM and any adjourned meeting thereof. Holders of American depositary shares (the “ADSs”) as of the close of business on December 6, 2024 (New York Time) (the “ADS Record Date”), who wish to exercise their voting rights for the underlying shares must give voting instructions either directly to The Bank of New York Mellon, the depositary of the ADSs, if ADSs are held directly on the books and records of The Bank of New York Mellon, or indirectly through a bank, brokerage or other securities intermediary if ADSs are held by any of them on behalf of holders, as the case may be.

– 1 –

ATTENDING THE EGM

Only holders of record of the Company’s shares as of the Share Record Date are entitled to attend and vote at the EGM. All officers and agents of the Company reserve the right to refuse any person entry to the EGM venue, or to instruct any person to leave the EGM venue, where such officer or agent reasonably considers that such refusal or instruction is or may be required for the Company or any other person to be able to comply with applicable laws and regulations. The exercise of such right to refuse entry or instruct to leave shall not invalidate the proceedings at the EGM.

PROXY FORMS AND ADSVOTING CARDS

A holder of the Company’s shares as of the Share Record Date may appoint a proxy to exercise his or her rights at the EGM. A holder of ADSs as of the ADS Record Date will need to directly instruct The Bank of New York Mellon, the depositary of the ADSs, if ADSs are held directly by holders on the books and records of The Bank of New York Mellon, or instruct a holder’s a bank, brokerage or other securities intermediary if the ADSs are held by any of them on behalf of holders, as the case may be, as to how to vote the shares represented by the ADSs. Please refer to the proxy form (for holders of the shares) which is available on our website at https://ir.miniso.com.

Holders of record of the Company’s shares on the Company’s register of members as of the Share Record Date are cordially invited to attend the EGM in person. Your vote is important. You are urged to complete, sign, date, and return the accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of the shares) or your voting instructions to The Bank of New York Mellon, if your ADSs are held directly on the books and records of The Bank of New York Mellon, or to your bank, brokerage or other securities intermediary, if your ADSs are held by any of them on your behalf, as the case may be (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. This proxy form must be completed, signed and deposited at Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time for holding the meeting (i.e. before 11:00 a.m. on January 15, 2025) to ensure your representation at the EGM; and The Bank of New York Mellon must receive your voting instructions by the time and date specified in the ADS voting instruction card to enable the votes attaching to the shares represented by your ADSs to be cast at the EGM. For the avoidance of doubt, holders of treasury shares of the Company (if any) are not entitled to vote at the EGM.

By Order of the Board
MINISO Group Holding Limited<br><br><br> Mr. YE Guofu
Executive Director and<br> Chairman

Hong Kong, November 22, 2024

Registered<br> Office: Headquarters and principal place of business in China:
Maples Corporate Service<br> Limited 8F, M Plaza
PO Box 309, Ugland<br> House No. 109, Pazhou Avenue
Grand Cayman, KY1-1104 Haizhu District, Guangzhou 510000
Cayman Islands Guangdong Province
China

Asof the date of this notice, the board of directors of the Company comprises Mr. YE Guofu as executive Director, Ms. XU Lili,Mr. ZHU Yonghua and Mr. WANG Yongping as independent non-executive Directors.

– 2 –

Exhibit 99.3

THIS<br> CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

Ifyou have sold or transferred all your shares in MINISO Group Holding Limited, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

MINISOGroup Holding Limited

名 創 優 品 集 團 控 股 有 限 公 司

(A company incorporatedin the Cayman Islands with limited liability)

**(**NYSE:MNSO; HKEX: 9896)

VERY SUBSTANTIALACQUISITIONIN RELATION TOTHE ACQUISITION OF THE SHARES IN THE TARGET COMPANYLISTED ON THE SHANGHAI STOCK EXCHANGEANDNOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of MINISO Group Holding Limited (the “EGM”) to be held at Flats B-D, 35/F, Plaza 88, 88 Yeung Uk Road, Tsuen Wan, the New Territories, Hong Kong on January 17, 2025 at 11:00 a.m. is set out on pages 853 to 854 of this circular. A form of proxy for use at the EGM is also enclosed with this circular. Such form of proxy is also published on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (https://ir.miniso.com).

Holders of record of the Shares on the Company’s register of members as of the close of business on the Share Record Date (Hong Kong Time) are cordially invited to attend the EGM in person. Holders of the Company’s ADSs as of the close of business on the ADS Record Date (New York Time) are cordially invited to submit your voting instructions to The Bank of New York Mellon if ADSs are held directly by holders on the books and records of The Bank of New York Mellon or to a holder’s bank, brokerage or other securities intermediary if ADSs are held by any of them on behalf of holders. Whether or not you propose to attend and vote at the said meeting, please complete, sign, date, and return the accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of the Shares) or your voting instructions to The Bank of New York Mellon if you hold your ADSs directly on the books and records of The Bank of New York Mellon or to your bank, brokerage, or other securities intermediary if you hold your ADSs indirectly through any of them, as the case may be (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. The proxy form must be completed, signed and deposited at Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time for holding the meeting (i.e. before 11:00 a.m. on January 15, 2025) to ensure your representation at the EGM; and The Bank of New York Mellon must receive your voting instructions by the time and date specified in the ADS voting instruction card to enable the votes attaching to the Shares represented by your ADSs to be cast at the EGM. For the avoidance of doubt, holders of treasury Shares of the Company, if any, shall abstain from voting at the Company’s general meeting.

This circular is in English and Chinese.In case of any inconsistency, the English version shall prevail.

November 22, 2024

CONTENTS

Page

DEFINITIONS 1
LETTER FROM<br> THE BOARD 5
APPENDIX I FINANCIAL INFORMATION OF<br> THE GROUP 16
APPENDIX II FINANCIAL INFORMATION OF<br> THE TARGET GROUP 18
APPENDIX III UNAUDITED PRO FORMA FINANCIAL<br> INFORMATION OF THE GROUP 727
APPENDIX IV MANAGEMENT DISCUSSION AND<br> ANALYSIS OF THE GROUP 739
APPENDIX V MANAGEMENT DISCUSSION AND<br> ANALYSIS OF THE TARGET GROUP 767
APPENDIX VI GENERAL INFORMATION 843
NOTICE OF EXTRAORDINARY<br> GENERAL MEETING 848
– i –
DEFINITIONS

Inthis circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“2020 Share Incentive Plan” the share incentive plan our Company adopted in<br> September 2020, as amended from time to time
“A Shares” ordinary shares of the Target Company<br> which are listed on the SSE and traded in Renminbi
“Acquisition” the acquisition by the Purchaser of<br> the Target Shares on the terms and subject to the conditions set out in the Share Purchase Agreements
“ADS(s)” American Depositary Share(s), each<br> of which represents four Shares
“ADS Record Date” December 6, 2024 (New York Time)
“Board” the board of Directors of the Company
“CASBE” China Accounting Standards for Business<br> Enterprise (中國企業會計準則)
“Company”,<br> “we”, “us”, or “our” MINISO Group Holding Limited<br> (名創優品集團控股有限公司), a company with limited liability<br> incorporated in the Cayman Islands on January 7, 2020
“Completion” the<br> completion of the Acquisition in accordance with the terms<br> and condition set out in the Share Purchase<br> Agreements
“Conditions<br> Precedent” conditions precedent to the Completion<br> as set out under the paragraph headed “Conditions Precedent of the Share Purchase Agreements”
“Consideration” the consideration for the Acquisition
“Controlling Shareholder(s)” has the meaning ascribed to it under<br> the Listing Rules and unless the context otherwise requires, refers to Mr. Ye, his spouse and the intermediary companies through<br> which Mr. Ye and his spouse have an interest in the Company
“Dairy Farm” THE DAIRY FARM COMPANY, LIMITED (牛奶有限公司),<br> a limited liability company incorporated under the laws of Hong Kong
“Dairy<br> Farm Share Purchase Agreement” the conditional share purchase agreement<br> entered into by the Purchaser and Dairy Farm, pursuant to which,<br> the Purchaser has conditionally agreed to acquire and Dairy Farm has conditionally agreed to sell the Target Shares
“Director(s)” the director(s) of<br> the Company
– 1 –
DEFINITIONS
“EGM” the<br> extraordinary general meeting of the Company to be convened and held for the Shareholders to consider and,<br> if thought fit, pass ordinary resolution(s) to approve, among other things, the<br> Acquisition and the Share Purchase Agreements
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“EY” Ernst  & Young Hua Ming LLP (Special General<br> Partnership)* (安永華明會計師事務所(特殊普通合夥))
“GMV” the total value<br> of all merchandises sold by us and our retail partners and distributors to end-customers, before<br> deducting sales rebates and including the value-added taxes and sales taxes collected from consumers, as<br> applicable, regardless of whether the merchandises are returned
“Group”,<br> “our Group”, “the <br><br> Group”, “we”, “us”, or “our” the Company<br> and its subsidiaries from time to time, and where the context requires, in respect of the period prior to our Company becoming the<br> holding company of its present subsidiaries, such subsidiaries as if they were<br> subsidiaries of our Company at the relevant time
“HK$” Hong Kong dollars,<br> the lawful currency of Hong Kong
“Hong<br> Kong” the Hong Kong<br> Special Administrative Region of the PRC
“Hong<br> Kong Stock Exchange” <br><br> or “HKEX” The Stock Exchange<br> of Hong Kong Limited
“IFRS” the IFRS Accounting<br> Standards
“Jingdong<br> Share Purchase <br><br> Agreement” the conditional<br> share purchase agreement entered into by the Purchaser, Jingdong Shimao and Suqian Hanbang,<br> pursuant to which, the Purchaser has conditionally agreed to acquire and Jingdong Shimao and Suqian Hanbang has conditionally agreed<br> to sell the Target Shares
“Jingdong<br> Shimao” Beijing Jingdong<br> Century Trade Co., Ltd.* (北京京東世紀貿易有限公司),<br> a limited liability company incorporated under the laws of the PRC
“Latest<br> Practicable Date” November 8,<br> 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in<br> this circular
“Listing<br> Rules” the Rules Governing<br> the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise<br> modified from time to time
“Mr. Ye” Mr. Ye<br> Guofu, the chairman of the Board, an executive Director, the chief executive officer and a controlling<br> Shareholder of the Company
– 2 –
DEFINITIONS
“Ms. Yang” Ms. Yang Yunyun,<br> spouse of Mr. Ye and a controlling Shareholder of our Company
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“NASDAQ” the Nasdaq Stock Market in the United<br> States
“NYSE” the New York Stock Exchange
“PRC” the People’s Republic of China,<br> and for the purpose of this circular,  excluding  Hong Kong, Macau Special<br> Administrative Region and Taiwan
“Prospectus” the prospectus of the Company dated<br> June 30, 2022 for its listing on the Hong Kong Stock Exchange
“Purchaser” Guangdong Juncai International Trading<br> Co., Ltd.* (廣東駿才國際商貿有限公司), a company incorporated<br> in the PRC with limited liability and an indirectly wholly-owned subsidiary of the Company
“RMB” Renminbi, the lawful currency of the<br> PRC
“RSUs” restricted Shares units
“Sellers” Dairy Farm, Jingdong Shimao and Suqian<br> Hanbang
“SFO” Securities and Futures Ordinance (Chapter 571 of the<br> Laws of Hong Kong), as amended, supplemented or otherwise<br> modified from time to time
“Share(s)” the ordinary shares of US$0.00001 each in the share<br> capital of the Company
“Shareholder(s)” holder(s) of our Share(s)
“Share Purchase Agreement(s)” the Dairy Farm Share Purchase Agreement<br> and the Beijing Jingdong Share Purchase Agreement
“Share Record Date” December 6, 2024 (Hong Kong time)
“SSE” the Shanghai Stock Exchange
“Suqian<br> Hanbang” Suqian Hanbang Investment Management<br> Co., Ltd.* (宿遷涵邦投資管理有限公司), a limited liability<br> company incorporated under the laws of the PRC
“Target<br> Company” Yonghui Superstores Co., Ltd* (永輝超市股份有限公司),<br> a joint stock company incorporated in the PRC with<br> limited liability, the shares of which are listed on the SSE (stock code: 601933)
“Target Group” the Target Company and its subsidiaries
– 3 –
DEFINITIONS
“Target<br> Shares” ordinary<br> share(s) in the share capital of the Target Company, with a nominal value of RMB1 for each A Shares
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“Trading<br> Day” a day (i)on<br> which the SSE is open for business and (ii)not a Saturday, a Sunday or a public holiday in Hong Kong or the PRC
“US$” U.S. dollars,<br> the lawful currency of the United States
“United<br> States” or “U.S.” United States<br> of America, its territories, its possessions and all areas subject to its jurisdiction
“%” per cent
* English names of the PRC-established companies/entities in this circular are translations of their official Chinese names for reference only.
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– 4 –
LETTER<br> FROM THE BOARD

MINISO GroupHolding Limited

名 創 優 品 集 團 控 股 有 限 公 司

(A company incorporatedin the Cayman Islands with limited liability)

(NYSE: MNSO;HKEX: 9896)

Executive Director: Mr. YE Guofu (葉國富)<br><br> (Chairman and Chief Executive Officer) Registered Office: Maples Corporate Service Limited<br><br> PO Box 309, Ugland House <br><br> Grand Cayman, KY1-1104
Independent non-executive Directors: Cayman Islands
Ms. XU Lili (徐黎黎)
Mr. ZHU Yonghua (朱擁華)<br><br> Mr. WANG Yongping (王永平) Headquarters and principal place of business in China: 8F, M Plaza <br><br> No. 109, Pazhou Avenue <br><br> Haizhu District, Guangzhou 510000 <br><br> Guangdong Province <br><br> China
Principal place of business in Hong Kong:
Flats B-D, 35/F, Plaza 88 <br><br> 88 Yeung Uk Road <br><br> Tsuen Wan, the New Territories <br><br> Hong Kong

November 22, 2024

To the Shareholders

Dear Sir or Madam,

VERY SUBSTANTIALACQUISITIONIN RELATION TOTHE ACQUISITION OF THE SHARES IN THE TARGET COMPANYLISTED ON THE SHANGHAI STOCK EXCHANGEANDNOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated September 23, 2024 in relation to, among others, the Acquisition.

The purpose of this circular is to provide the Shareholders with, among others, (i) further details of the Share Purchase Agreements and the Acquisition contemplated thereunder; (ii) the financial information of the Group and the Target Group; (iii) the unaudited pro forma financial information of the Group; and (iv) the notice of the EGM.

– 5 –
LETTER<br> FROM THE BOARD

THE ACQUISITION

On September 23, 2024 (Hong Kong time), the Purchaser (a wholly-owned subsidiary of the Company) entered into the Share Purchase Agreements with the Sellers, pursuant to which, the Purchaser has conditionally agreed to acquire and the Sellers have conditionally agreed to sell the 2,668,135,376 Target Shares (representing approximately 29.4% of the entire issued share capital of the Target Company), at the Consideration in the amount of RMB6,270,118,134 (equivalent to approximately HK$6,916,461,457). The Consideration shall be satisfied by cash and funded by the internal financial resources of the Group and by external financing. Unless otherwise specified, the exchange rate used for illustrative purpose in this circular shall be RMB0.90655 to HK$1.0000.

THE SHARE PURCHASE AGREEMENTS

The principal terms of the Share Purchase Agreements are set out as follows:

Date

September 23, 2024

Parties to the Share PurchaseAgreements

Dairy Farm Share Purchase Agreement

(a)            The Purchaser; and

(b)            Dairy Farm

Jingdong Share Purchase Agreement

(a)            The Purchaser;

(b)            Jingdong Shimao; and

(c)            Suqian Hanbang

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Sellers and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined under the Listing Rules) as at the Latest Practicable Date.

Subject Matter of the Acquisition

Pursuant to the terms of the Share Purchase Agreements, the Purchaser has conditionally agreed to acquire, and the Sellers have conditionally agreed to sell 2,668,135,376 Target Shares (representing approximately 29.4% of the entire issued share capital of the Target Company) at the Consideration in the amount of RMB6,270,118,134 (equivalent to approximately HK$6,916,461,457), which comprise (i) 1,913,135,376 Target Shares (representing approximately 21.1% of the entire issued share capital of the Target Company) to be sold by Dairy Farm to the Purchaser pursuant to the Dairy Farm Share Purchase Agreement at the Consideration in the amount of RMB4,495,868,134 (equivalent to approximately HK$4,959,316,236); (ii) 367,227,196 Target Shares (representing approximately 4.0% of the entire issued share capital of the Target Company) to be sold by Jingdong Shimao to the Purchaser pursuant to the Jingdong Share Purchase Agreement at the Consideration in the amount of RMB862,983,911 (equivalent to approximately HK$951,942,982); and (iii) 387,772,804 Target Shares (representing approximately 4.3% of the entire issued share capital of the Target Company) to be sold by Suqian Hanbang to the Purchaser pursuant to the Jingdong Share Purchase Agreement at the Consideration in the amount of RMB911,266,089 (equivalent to approximately HK$1,005,202,239).

– 6 –
LETTER<br> FROM THE BOARD

Conditions Precedent of the SharePurchase Agreements

The Acquisition is conditional upon the following conditions, as applicable, being fulfilled:

(a) the<br> relevant Seller having completed the registration procedures with the People’s Bank of China<br> and the State Administration of Foreign Exchange for the opening of a designated RMB account<br> for receipt of proceeds from sale of A shares;
(b) the<br> SSE having issued a confirmation form (《上海證券交易所上市公司股份協議轉<br> 讓確認表》) with respect to the sale and purchase of the Target Shares, and such confirmation<br> form remaining in full force and effect;
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(c) the<br> Company having obtained the Hong Kong Stock Exchange’s confirmation on no further comments<br> on the circular in respect of the purchase of the Target Shares;
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(d) the<br> State Administration for Market Regulation of the PRC having issued a decision not to conduct further review, prohibit, or approve with conditions, with respect to the<br> notification of concentration of undertakings with respect to the sale and purchase of Target<br> Shares; and
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(e) the<br> Company having obtained the necessary Shareholders’ approval for the purchase of the Target<br> Shares.
--- ---

If any of the Conditions Precedent is not fulfilled within six months from the date of the Share Purchase Agreements (i.e. on or before March 23, 2025, being the long stop date contemplated under the Share Purchase Agreements for the fulfillment of the above conditions for the Acquisition), which may be extended for another two months in the case where any of the Conditions Precedent contemplated under (a) to (e) above is not fulfilled for reasons attributable to the Hong Kong Stock Exchange, the SSE or the relevant authority; or such later date as the parties to the Share Purchase Agreements may agree in writing, the Share Purchase Agreements may be terminated by either party by written notice to the other party at any time thereafter.

As of the date of this circular, the conditions precedent as set out in (c) has been fulfilled or waived (as applicable).

Guarantee

The Company, which indirectly holds 100% of the shares of the Purchaser, has provided a guarantee to each of the Sellers on the due performance of the Purchaser in respect of its obligation under the respective Share Purchase Agreements.

CONSIDERATION FOR THE ACQUISITION

With respect to the Acquisition, the Consideration is in the amount of RMB6,270,118,134 (equivalent to approximately HK$6,916,461,457), representing (i) RMB4,495,868,134 (equivalent to approximately HK$4,959,316,236) to be paid to Dairy Farm; (ii) RMB862,983,911 (equivalent to approximately HK$951,942,982) to be paid to Jingdong Shimao; and (iii) RMB911,266,089 (equivalent to approximately HK$1,005,202,239) to be paid to Suqian Hanbang. The Consideration shall be satisfied by cash and funded by the internal financial resources of the Group and by external financing.

– 7 –
LETTER<br> FROM THE BOARD

Basis of the Consideration

The Consideration was arrived at based on normal commercial terms after arm’s length negotiation among the parties to the Share Purchase Agreements after taking into account, among others, the following:

Historical Trading Price of theTarget Shares and its Trend

In determining the Consideration, the Directors have considered the historical market price of the Target Shares traded on the SSE as a benchmark to reflect the prevailing market conditions and recent market sentiment.

Based on the Consideration in the amount of RMB6,270,118,134 for the Target Shares, the price per Target Share, RMB2.35, represents:

(a) a<br> premium of 3.5% to RMB2.27, being the volume-weighted average price of the Target Shares<br> on the 20 Trading Days during the period commencing from August 22, 2024 to September 20,<br> 2024; and
(b) a<br> premium of 3.1% to RMB2.28, being the closing price of the Target Shares on September 20,<br> 2024, being the Trading Day immediately preceding the date of the Share Purchase Agreements.
--- ---

The price per Target Share shall not be and is not lower than 90% of the closing price of the Target Shares on September 20, 2024, being the Trading Day immediately preceding the date of the Share Purchase Agreements.

The Acquisition represents a valuable opportunity for the Company to gain access to investment asset with high return and growth potential at an attractive pricing for the following reasons, among others:

(a) as<br> a leading offline retail enterprise in the PRC, the valuation index (such as price-to-sales<br> ratio and price-to-book ratio) of the Target Company is lower than that of the world’s leading<br> offline retail enterprises with global operations, which demonstrates a higher investment<br> value for the Target Company; and
(b) on<br> the Trading Day before the signing of the Share Purchase Agreements, the A-share Shanghai<br> Composite Index closed at 2,736.81 points, close to the lowest level in the past five years.<br> The overall valuation of the A-share market was relatively depressed when the pricing of<br> the Acquisition was determined, which contributed to the high return and growth potential<br> of the Acquisition. Since the signing of the Share Purchase Agreements in late September 2024,<br> the A-share market has begun to recover and the closing price of the Target Shares was RMB5.14,<br> representing a premium of 118.7% to the price per share of RMB2.35 (being the Consideration<br> of the Acquisition), as of the Latest Practicable Date.
--- ---

Other than the above numeric evaluation over the Target Shares and the Consideration contemplated under the Acquisition, the Consideration is also arrived at with reference to (i) the well-established businesses and operations of the Target Group; (ii) the financial performance and prospects of the businesses operated by the Target Group as stated under the paragraph headed “FINANCIAL AND TRADING PROSPECT OF THE GROUP” in Appendix I to this circular; and (iii) the reasons and benefits of the Acquisition as stated under the paragraph headed “REASONS FOR AND BENEFITS OF THE ACQUISITION” in this circular.

Completion

Completion for the Acquisition shall take place on the second Trading Day following the satisfaction of the Conditions Precedent (or waived, as the case may be), or on such other date as may be agreed between the parties to the Share Purchase Agreements. Upon Completion, the financial results of the Target Group will not be consolidated into the financial statements of the Company, and the financial results of the Target Group will be accounted for as investment in associates in the financial statements of the Group.

– 8 –
LETTER<br> FROM THE BOARD

For the avoidance of doubt, completion of the Acquisition pursuant to the Dairy Farm Share Purchase Agreement is not interconditional upon the completion of the Acquisition pursuant to the Jingdong Share Purchase Agreement, and vice versa.

Undertakings

The Purchaser undertakes to comply with the sell-down restrictions under the applicable laws with respect to the Target Shares following the Completion, including a six-month lock-up requirement from the date of the Completion and other relevant sell-down restrictions that are generally applicable to the major shareholders of the companies listed on the SSE (including shareholders that hold 5% or more interest in the company, and the controlling shareholder and the actual controller of the company) in accordance with the Interim Measures for the Administration of Shareholding Reduction by Shareholders of Listed Companies (《上市公司 股東減持股份管理暫行辦法》) promulgated by the China Securities Regulatory Commission.

Each Seller undertakes that, from the execution of the respective Share Purchase Agreement until immediately before the Purchaser is registered as the owner of the Target Shares, if any proposal is considered at a shareholders’ meeting or board meeting of the Target Company that would result in a reduction in the number of voting shares of the Target Company (being any proposal for a reduction in the registered capital of the Target Company or any new share buyback by the Target Company), each Seller shall, or shall procure the relevant Seller-nominated director(s) of the Target Company to, to the extent permitted by applicable laws, vote against such proposal at the relevant shareholders’ meeting or board meeting.

INFORMATION OF THE COMPANY AND THEGROUP

The Company was incorporated in the Cayman Islands on January 7, 2020, as an exempted company with limited liability under the Companies Law of the Cayman Islands. The principal activity of the Company is investment holding. The principal businesses of the Group are the retail and wholesale of lifestyle and pop toy products across the PRC, other parts of Asia, Americas, Europe and certain other countries.

INFORMATION OF THE PURCHASER

Guangdong Juncai International Trading Co., Ltd.* (廣東駿才國際商貿有限公司) is a limited liability company established under the laws of the PRC on April 12, 2016. It is an indirectly wholly-owned subsidiary of the Company and is principally engaged in wholesale and retail.

INFORMATION OF THE SELLERS

THE DAIRY FARM COMPANY, LIMITED (牛奶有限公司), a limited liability company incorporated under the laws of Hong Kong, is an indirectly wholly-owned subsidiary of DFI Retail Group Holdings Limited. DFI Retail Group Holdings Limited is incorporated in Bermuda and has a primary listing in the standard segment of the London Stock Exchange (ticker: DF1B), with secondary listings in Bermuda Stock Exchange (ticker: D01) and Singapore (ticker: D01).

Beijing Jingdong Century Trade Co., Ltd. (北京京東世紀貿易有限公司) and Suqian Hanbang Investment Management Co., Ltd.* (宿遷涵邦投資管理有限公司), both of which are limited liability companies incorporated under the laws of the PRC, are indirectly wholly-owned subsidiaries of JD.com, Inc., an exempted company incorporated in the Cayman Islands with limited liability and the American depositary shares of which have been listed on the Nasdaq Global Select Market under the symbol of “JD” and the ordinary shares have been listed on the main board of HKEX under the stock codes “9618 (HKD counter)” and “89618 (RMB counter)”.

– 9 –
LETTER<br> FROM THE BOARD

INFORMATION OF THE TARGET COMPANYAND THE TARGET GROUP

Yonghui Superstores Co., Ltd* (永輝超市股份有限公司), a joint stock company incorporated in the PRC with limited liability, the shares of which are listed on the SSE (stock code: 601933), is a retail chain operator featuring fresh produce management, mainly operates hypermarkets, supermarkets and community supermarkets and has approximately 800 outlets spanning across more than 25 provinces and municipalities across the PRC.

Financial Information of the TargetGroup

Set out below is the audited consolidated financial information prepared in accordance with CASBE of the Target Company and its subsidiaries for the years ended December 31, 2022 and December 31, 2023, and the unaudited consolidated financial information prepared in accordance with CASBE of the Target Company and its subsidiaries for the six months ended June 30, 2024, respectively:

For<br> the
For<br> the For<br> the six<br> months
year<br> ended year<br> ended ended
December 31, December 31, June 30,
2022 2023 2024
(audited) (audited) (unaudited)
(RMB million) (RMB million) (RMB million)
Revenue 90,090.82 78,642.17 37,779.19
Net profit/(loss) before tax (3,218.48 ) (1,361.42 ) 323.78
Net profit/(loss) after tax (2,999.67 ) (1,464.73 ) 210.83
As at As at As at
--- --- --- --- --- --- ---
December 31, December 31, June 30,
2022 2023 2024
(audited) (audited) (unaudited)
(RMB million) (RMB million) (RMB million)
Net assets 7,465.57 5,939.07 6,153.39

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Target Group is a successful supermarket chain operator in the PRC, primarily engaging in selling selected products through offline stores and online channels, covering consumers of all ages. As at the Latest Practicable Date, it operates approximately 800 stores, covering more than 25 provinces and municipalities across the PRC. The Target Group is one of the first distribution enterprises in the PRC to introduce fresh produce into modern supermarkets. In terms of sales scale, it has consistently ranked second among the top 100 supermarkets in the PRC in recent years.

In recent years, the Target Group has made rapid progress in supply chain construction to enhance the operational efficiency at each stage. It has been continuously optimizing the product structure, deepening the source procurement and enhancing the product power, especially by vigorously promoting the development of its self-brands. In the first half of 2024, its self-brands achieved sales of RMB1.28 billion, accounting for 3.4% of its revenue. In 2023, its self-brands realized sales of RMB3.54 billion, accounting for 4.5% of its revenue.

Since 2024, the Target Group has continued to accelerate its transformation, actively learning from its one outstanding peer, deeply engaging in the reform of the supply chain, and pragmatically building a platform-type enterprise for the food supply chain that adapts to current development.

– 10 –
LETTER<br> FROM THE BOARD

The Group continues to be optimistic about the development of the offline retail industry in the PRC. This Acquisition is in line with the Company’s overall strategy and is beneficial to the Shareholders as a whole. Given that the Target Group is one of the leading supermarket chain operators in the PRC with a high-quality store network, well-established logistics infrastructure, loyal customer base and strong digital system capabilities, the Group believes that:

(i) the<br> Target Group’s ongoing adjustment and reform in its stores is a revolutionary attempt to<br> return to the essence of retail business. The adjustment and reform focused on (i) the<br> optimization of the commodity structure and procurement mode with the strategy of bare price<br> and backstage control, so as to fully grasp a competitive advantage in product selection<br> and pricing; (ii) improving customer experience and satisfaction by creating more sentimental<br> value, in turn enhancing customer retention; and (iii) reforming the corporate culture<br> and thus to enhance employees’ satisfaction, which ultimately contributes to customers’ satisfaction.<br> This is an inevitable trend in the development of the supermarket industry in the PRC, which<br> will provide consumers with a positive shopping experience and create a fulfilling working<br> environment for employees. As a result, it will help the Target Group gain favorable brand<br> image and reputation, ultimately creating significant commercial and social value. This cultural<br> orientation highly aligns with the Group’s corporate mission of “Life is for fun”;
(ii) the<br> Group possesses unique capabilities and experience in developing its self-brands, designs<br> and IP products. After the Acquisition, the Group can support the Target Group through business<br> collaboration, allowing the Target Group to leverage the Group’s strengths to develop higher<br> quality self-branded products at lower costs. This is expected to enhance the Target Group’s<br> differentiated competitive ability. The Target Group operates approximately 800 retail supermarkets<br> across over 25 provinces and municipalities and has established a vast store network and<br> supply chain in the PRC. The Group and the Target Group can share resources through business<br> cooperations to further enhance economies of scale, optimize the cost structure and create<br> more value for consumers, which will thereby enhance the Group’s return on investment; and
--- ---
(iii) the<br> Acquisition will expand the Group’s investment and operational channels in the daily necessities<br> retail business, enabling the Group to diversify its cyclical business risks, which is of<br> significant strategic importance to the Group.
--- ---

For the foregoing reasons, the Directors are of the view that the Acquisition and the Share Purchase Agreements are on normal commercial terms agreed upon after arm’s length negotiations between the parties with reference to the prevailing market conditions and are fair and reasonable, and are in the interests of the Group and the Shareholders as a whole.

None of the Directors has any material interest in the Acquisition and the Share Purchase Agreements and is required to abstain from voting on the Board resolutions approving the Acquisition and the Share Purchase Agreements.

The Company confirms that it will continue to operate and expand the existing business of the Group. As a global value retailer offering a variety of trendy lifestyle products featuring IP design, the Company remains optimistic and will further invest and develop its existing business strategically.

Further, the Company does not have any current intention or plan to further invest in the Target Company other than the Acquisition as detailed in this circular. Notwithstanding the above, in the case where there is any change of intention or circumstances, the Company shall ensure compliance with all the applicable Listing Rules.

– 11 –
LETTER<br> FROM THE BOARD

LISTING RULES IMPLICATIONS


Chapter 14 of the Listing Rules

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Acquisition exceeds 100% on an aggregated basis pursuant to Rule 14.22 of the Listing Rules, the Acquisition constitutes a very substantial acquisition under Chapter 14 of the Listing Rules and is therefore subject to the notification, announcement, circular and shareholder’s approval requirements under Chapter 14 of the Listing Rules.

WAIVERS FROM STRICT COMPLIANCE WITHREQUIREMENTS UNDER THE LISTING RULES

Rule 14.69(4)(a)(i) of the Listing Rules requires this circular to contain, among others, an accountants’ report (the “Target Accountants’Report”) on the Target Company in accordance with Chapter 4 of the Listing Rules.

Further, pursuant to Rule 14.69(7) of the Listing Rules, the Company is required to include in this circular a discussion and analysis of results of the Target Company covering all those matters set out in paragraph 32 of Appendix D2 to the Listing Rules for the period reported in the Target Accountants’ Report.

The Company has applied to the Hong Kong Stock Exchange and the Hong Kong Stock Exchange has granted waiver from strict compliance with Rules 14.69(4)(a)(i) and 14.69(7) of the Listing Rules on the following grounds:

1. The<br> Company’s financial statements are prepared in accordance with the IFRS, whereas the published<br> audited annual financial statements and unaudited interim financial statements of the Target<br> Company are prepared in accordance with CASBE, and under Rule 4.11(c) of the Listing<br> Rules, CASBE is one of the accounting standards permitted for a PRC issuer for the preparation<br> of its annual financial statements.
2. The<br> Acquisition is a transaction solely between the Purchaser and the Sellers, which is governed<br> by the Share Purchase Agreements to each of which only the Purchaser and the respective Sellers<br> are privy. The Target Company is not a party to the relevant agreements and therefore not<br> contractually obliged to grant access to the Target Company’s books and records for the purpose<br> of preparing the Target Accountants’ Report. Further, after due enquiry, the Company was<br> informed that it will be hugely time and cost consuming for the Target Company to assign<br> the required resources and manpower to make available the vast amount of documents to the<br> Company to enable its reporting accountant to conduct the required audit, in light of the<br> significant size of the Target Group, especially when the Company is not yet a registered<br> shareholder of the Target Company prior to the Completion.
--- ---
3. Further,<br> the Target Company is a joint stock company incorporated in the PRC with limited liability,<br> the shares of which have been listed on the SSE (stock code: 601933) since 2010. The Target<br> Company is required to publish its audited annual financial results and unaudited interim<br> results on the website of the SSE (www.sse.com.cn) and<br> the Target Company (www.yonghui.com.cn) and such information is therefore publicly available.<br> Disclosure of the Target Group’s financial information is subject to supervision by the SSE<br> and shall comply with the Rules Governing<br> the Listing of Stocks on Shanghai Stock Exchange (《上海證券交<br> 易所股票上市規則》).
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– 12 –
LETTER<br> FROM THE BOARD
4. The<br> audited consolidated financial statements of the Target Group for the three years ended December 31,<br> 2021, 2022 and 2023 respectively and the unaudited consolidated financial statements of the<br> Target Group for the six months ended June 30, 2024 have been published in the manner<br> described in sub-paragraph (3) above. The said audited consolidated financial statements<br> were audited by EY and all the said consolidated financial statements (whether audited or<br> unaudited) were prepared in accordance with CASBE, which are expressly recognised by the<br> Listing Rules in the case of a PRC issuer under Rule 4.11(c) of the Listing<br> Rules. CASBE is substantially consistent with IFRS, the accounting policies adopted by the<br> Company and the consolidated financial statements of the Target Group under CASBE are sufficient<br> for investors to make a fully informed investment decision, in particular with the support<br> of the Reconciliation (as defined below). EY is a firm with an international name and reputation,<br> registered with the Chinese Institute of Certified Public Accountants and is subject to the<br> oversight of China Securities Regulatory Commission.
--- ---
5. Furthermore, the management<br> of the Company will otherwise have to prepare the Target Group’s financial information for the three years ended December 31,<br> 2021, 2022 and 2023 respectively and the six months ended June 30, 2023 and 2024 respectively in accordance with IFRS, being<br> the accounting standards adopted by the Company, and the reporting accountants will then conduct work on such financial information<br> for the three years ended December 31, 2021, 2022 and 2023 respectively and the six months ended June 30, 2024 in accordance<br> with Hong Kong Standard on Investment Circular Reporting Engagements 200 “Accountants’ Reports on Historical Financial Information<br> in Investment Circulars” and a review on financial information for the six months ended June 30, 2023 in accordance with<br> “Hong Kong Standard on Review Engagements 2410”. It would therefore be unduly burdensome for the Company to prepare the<br> financial information of the Target Group based on IFRS (if at all feasible) and for the reporting accountants to audit or review<br> (as the case may be) the same for the following reasons, among others:
--- ---
(a) In<br> terms of resources and costs: the Company expects<br> that it would incur substantial costs to prepare the Target Group’s accountants’<br> report for the three years ended December 31, 2021, 2022 and 2023 respectively and the<br> six months ended June 30, 2023 and 2024 respectively in accordance with IFRS, with reference<br> to the audit fee of the Target Group for the financial year ended December 31, 2023,<br> which was approximately RMB5.3 million, for just one financial year.
--- ---
(b) In<br> terms of the time involved in preparing such accountants’ report: the<br> Company expects that the preparation of Target Group’s accountants’ report in<br> compliance with Rule 14.69(4)(a)(i) of the Listing Rules would take at least<br> 3 months to complete, given that the size of the Target Group and that it has over 100 subsidiaries.
--- ---
6. Given that the EGM is scheduled<br> to take place in January 2025 and the Completion as soon as practicable thereafter, based on the foregoing reasons, the preparation<br> of the accountants’ report for the Target Group in compliance with Rule 14.69(4)(a)(i) of the Listing Rules is likely<br> to cause undue delay to the proposed timeline of the Acquisition. Further, converting the financial information of the Target Group<br> from CASBE to IFRS may not provide any additional material information when compared to the publicly published financial statements<br> of the Target Group based on CASBE.
--- ---
7. As an alternative, the management<br> of the Company will prepare an explanation of the differences between the accounting policies of the Target Group under CASBE and<br> the Company’s accounting policies under IFRS and a line-by-line reconciliation of the Target Group’s consolidated statement of profit<br> or loss and other comprehensive income and the consolidated statement of financial position for the three years ended December 31,<br> 2021, 2022 and 2023 and the six months ended June 30, 2024 respectively, and KPMG, the Company’s reporting accountant will then<br> conduct work on such reconciliation in accordance with the Hong Kong Standard on Assurance Engagements 3000 (Revised) “Assurance<br> Engagements Other Than Audits or Reviews of Historical Financial Information”. For further details, please refer to the section<br> headed “Alternative disclosures” below.
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– 13 –
LETTER<br> FROM THE BOARD

For the foregoing reasons, strict compliance by the Company with the requirements under Rule 14.69(4)(a)(i) of the Listing Rules to prepare the Target Accountants’ Report will be unduly burdensome to the Company.

Further, given the reasons stated above, it will not be meaningful for the Company to prepare the discussion and analysis of results of the Target Company as required under Rule 14.69(7) of the Listing Rules based solely on the publicly disclosed financial information of the Target Group. In addition, the Company is not in a position to express any view as to the truth, accuracy or completeness on the discussion and analysis of the results of the Target Company as set out in its publicly published information. The Company also notes that such published discussion and analysis of the results of the Target Company does not fully comply with all the content requirements as set out under paragraph 32 of Appendix D2 to the Listing Rules.

Alternative disclosures

To facilitate the Shareholders and potential investors of the Company to evaluate the Acquisition and to assess the Target Group’s activities and financial position, the Company has included in this circular the following:

(a) an<br> English translation of the audited consolidated financial statements of the Target Group<br> for the three years ended December 31, 2021, 2022 and 2023 respectively prepared in<br> accordance with CASBE and the unmodified auditor reports thereon, both as extracted from<br> the publicly published documents of the Target Group, as set out in Appendix II to this circular;
(b) an<br> English translation of the unaudited consolidated financial statements of the Target Group<br> for the six months ended June 30, 2024 prepared in accordance with CASBE as extracted<br> from the publicly published documents of the Target Company, as set out in Appendix II to<br> this circular;
--- ---
(c) additional<br> information which is required for an accountants’ report under the Listing Rules but<br> not disclosed in the Target Group’s publicly published financial statements, as set out in<br> Appendix II to this circular;
--- ---
(d) an<br> explanation of the differences between the accounting policies of the Target Group under<br> CASBE and the Company’s accounting policies under IFRS and a line-by-line reconciliation<br> of the Target Group’s consolidated statement of profit or loss and other comprehensive<br> income and the consolidated statement of financial position (the “Reconciliation”). The Company’s reporting accountant reported on the Reconciliation in arriving at<br> the financial information under IFRS under the Hong Kong Standard on Assurance Engagements<br> 3000 (Revised) “Assurance Engagements Other Than Audits or Reviews of Historical Financial<br> Information”. As the Company’s interest in the Target Company will be accounted<br> for as investment in associates using the equity method in the Group’s consolidated<br> financial statements upon Completion, the statement of cash flows and the statement of change<br> of equity of the Target Group will have no impact on the Group’s statement of cash<br> flows and the statement of change of equity. Further, there is no material difference between<br> IFRS and CASBE in terms of the classification of the activities in the cash flow statement<br> and the statement of change of equity, and it is adequate and customary for the Reconciliation<br> involving IFRS and CASBE to only cover the Target Group’s consolidated statement of<br> profit or loss and other comprehensive income and the consolidated statement of financial<br> position; and
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(e) an<br> English translation of the discussion and analysis of the results of the Target Company for<br> the Relevant Periods as extracted from the publicly published documents of the Target Company,<br> as set out in Appendix V to this circular.
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Based on the information provided by the Company and the alternative disclosures mentioned above, the Hong Kong Stock Exchange has granted the waiver from strict compliance with Rules 14.69(4)(a)(i) and 14.69(7) of the Listing Rules.

– 14 –
LETTER<br> FROM THE BOARD

EGM

The EGM will be convened and held for the Shareholders to consider and, if thought fit, pass ordinary resolution(s) to approve, among other things, the Acquisition and the Share Purchase Agreements. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in the Acquisition and is required to abstain from voting on the resolution(s) approving the Acquisition and the Share Purchase Agreements at the EGM.

Whether or not you propose to attend and vote at the said meeting, please complete, sign, date, and return the accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of the Shares) or your voting instructions to The Bank of New York Mellon if you hold your ADSs directly on the books and records of The Bank of New York Mellon or to your bank, brokerage, or other securities intermediary if you hold your ADSs indirectly through any of them, as the case may be (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. The proxy form must be completed, signed and deposited at Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time for holding the meeting (i.e. before 11:00 a.m. on January 15, 2025) to ensure your representation at the EGM; and The Bank of New York Mellon must receive your voting instructions by the time and date specified in the ADS voting instruction card to enable the votes attaching to the Shares represented by your ADSs to be cast at the EGM.

RECOMMENDATION

The Directors are of the view that the Acquisition and the Share Purchase Agreements are on normal commercial terms agreed upon after arm’s length negotiations between the parties with reference to the prevailing market conditions and are fair and reasonable, and are in the interests of the Group and the Shareholders as a whole. Accordingly, the Board would recommend the Shareholders to vote in favour of the resolution to approve the Acquisition and the Share Purchase Agreements at the EGM.

Further, Mr. Ye, the chairman of the Board, an executive Director, the chief executive officer and a controlling Shareholder of the Company, has given an irrevocable undertaking to each of the Sellers, to procure the Controlling Shareholders to vote in favour of any resolution approving the Acquisition at the EGM. As of the Latest Practicable Date, the Controlling Shareholders are interested in approximately 62.8% of the issued share capital of the Company. Save for the 1.1% Shares which are currently subject to a credit support arrangement for which the corresponding voting rights will not be exercised, the Controlling Shareholders are entitled to exercise control over their voting rights of the remaining 61.7% Shares held by them.

FURTHER INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Asthe Completion is subject to the satisfaction or waiver (where applicable) of the Conditions Precedent, the Acquisition may or may notproceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

By Order of the<br> Board
MINISO Group Holding<br> Limited
Mr. YE Guofu
Executive<br> Director and Chairman
– 15 –
APPENDIX<br> I FINANCIAL<br> INFORMATION OF THE GROUP

**1.**FINANCIALINFORMATION OF THE GROUP

Details of the financial information of the Group for the years ended June 30, 2022 and 2023 and for the six months ended December 31, 2023 and June 30, 2024 have been disclosed in the following documents which have been published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (https://ir.miniso.com). Web links to the annual reports and interim report of the Company are set out below:

Annual report of the Company for the year ended June 30, 2022 (pages 52-159):

https://www1.hkexnews.hk/listedco/listconews/sehk/2022/1019/2022101900684.pdf

Annual report of the Company for the year ended June 30, 2023 (pages 86-238):

https://www1.hkexnews.hk/listedco/listconews/sehk/2023/1019/2023101900256.pdf

Annual report of the Company for the six months ended December 31, 2023 (pages 88-242):

https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0416/2024041600632.pdf

Interim report of the Company for the six months ended June 30, 2024 (pages 42-90):

https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0926/2024092601081.pdf

**2.**INDEBTEDNESSSTATEMENT

As at September 30, 2024, the Group had total indebtedness of RMB2,097,511,000 comprising loans and borrowings of RMB6,650,000 and lease liabilities of RMB2,090,861,000, all of which are unsecured and unguaranteed.

Save as aforesaid, and apart from intra-group liabilities, at the close of business on September 30, 2024, the Group did not have any debt securities issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptance credits, debentures, mortgages, charges, hire purchases commitments, guarantees or other material contingent liabilities.

**3.**WORKINGCAPITAL SUFFICIENCY OF THE GROUP

The Directors are of the opinion that, taking into account (i) the Acquisition, (ii) the present internal financial resources of the Group, and (iii) the external financing facilities presently available, the Group has sufficient working capital for its requirements for at least 12 months from the date of this circular, in the absence of unforeseen circumstances.

**4.**FINANCIALAND TRADING PROSPECT OF THE GROUP

As a global leading value retailer offering a variety of trendy lifestyle products featuring IP design, the Company remains optimistic and will further invest and develop its existing business strategically. The Group will remain focused on its long-term strategic goals: delivering on its globalization strategy, expanding global supply chains, bolstering the strength of its product offerings and further optimizing its store network. Engaged in global competition, the Group will take cost advantages and product differentiation as key points. While sticking to value-for-money proposition, the Company will continue to strengthen quality IP cooperation and offer high-quality products featuring IP design to make lifestyle products more fashionable and trendy.

In the first half of 2024, the Company recorded revenue of RMB7.76 billion and net profit of RMB1.18 billion, representing an increase of 25.0% and 15.7% respectively year over year. Among them, the revenue generated from overseas business exceeded RMB2.73 billion, representing an increase of 42.6% year over year. The Company has been working towards its goal to: (i) increase the number of stores globally; (ii) strengthen the sales contribution from IP products; and (iii) achieve high compound revenue growth rate.

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APPENDIX<br> I FINANCIAL<br> INFORMATION OF THE GROUP

In the meanwhile, as mentioned under the paragraph headed “Letter from the Board – Reasons for and benefits of entering into the Agreement” in this circular, the Directors continues to be optimistic about the development of the offline retail industry in the PRC. After the Acquisition, the Group and the Target Group are expected to achieve synergies in sales channels, supply chain and other aspects through close business cooperations. The Group can leverage on its strengths in developing self-brands, designs and IP products to provide support to the Target Group in developing higher quality self-branded products at lower costs. This is expected to enhance the Target Group’s differentiated competitive ability. The Group and the Target Group can share resources through business cooperations to further enhance economies of scale, optimize the cost structure and create more value for consumers, which will thereby enhance the Group’s return on investment. Furthermore, the Acquisition is expected to expand the Group’s investment and operational channels in the daily necessities retail business, enabling the Group to diversify its cyclical business risks, which is of significant strategic importance to the Group.

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since December 31, 2023, being the date to which the latest published audited consolidated financial statements of the Company were made up.

6. EFFECTS OF THE ACQUISITION ON THE EARNINGS AND ASSETS AND LIABILITIES OF THE GROUP

Following Completion, the Company will own 29.4% equity interest in the Target Company. The Company’s interest in the Target Company will be accounted for as investment in associates using the equity method in the Group’s consolidated financial statements upon Completion.

As referred to in the unaudited pro forma financial information of the Group as set out in Appendix III to this circular, on the basis of the notes set out therein for the purposes of illustrating the effects of the Acquisition, the financial effects of the Acquisition on the Group as if the Acquisition had taken place and had been completed on June 30, 2024 and January 1, 2024 respectively, would be as follows:

(a) As<br> for assets and liabilities of the Group, there is no change in total assets and total liabilities<br> while cash and cash equivalent would decrease by approximately RMB6,270 million upon the<br> completion of the Acquisition.
(b) It<br> is expected that, subject to audit, there would be no financial effect to the revenue of<br> the Group after Completion as the financial results of the Target Group would not be consolidated<br> into that of the Group. The financial results of the Target Group would be reflected as share<br> of profit of associates in the consolidated statement of profit and loss of the Group.
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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
A. FINANCIAL INFORMATION OF THE TARGET GROUP FOR EACH OF THE THREE YEARS ENDED DECEMBER 31, 2021, 2022 AND 2023 AND THE SIX MONTHS ENDED JUNE 30, 2024
--- ---

For the purpose of this section only, unless the context requires otherwise, references to the “Company” are to the Target Company and references to the “Group” are to the Target Group, and references to “we”, “us” and “our” shall be construed accordingly.

The Target Group’s audited consolidated financial statements for the years ended December 31, 2021, 2022 and 2023 and the unaudited consolidated financial statements for the six months ended June 30, 2024 were prepared in accordance with CASBE and set out in the respective annual reports/interim report of the Target Group for the years ended December 31, 2021, 2022 and 2023 and the six months ended June 30, 2024. These financial statements were issued in Chinese. The following is an English translation of these financial statements and provided for information purposes only. In case of discrepancies between the two versions, the Chinese version shall prevail.

The annual reports/interim report of the Target Group for the three years ended December 31, 2021, 2022 and 2023 and the six months ended June 30, 2024 are available at the website of the Shanghai Stock Exchange (www.sse.com.cn).

The Directors wish to emphasise that the extracts reproduced below are not prepared for incorporation into this circular and the Company has not participated in their preparation. As such, the Directors do not express any view as to their truth, accuracy or completeness, and the shareholders and investors should exercise caution and should not place undue reliance on such information.

– 18 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

1.             For the year ended December 31, 2021

Section X Financial Reports

I.              Audit Report

Applicable ¨ Not applicable

Audit Report

AYHM (2022) SZi No. 60922355_B01

Yonghui Superstores Co., Ltd.

All Shareholders of Yonghui Superstores Co., Ltd.:

I.              AuditOpinions

We have audited the financial statements of Yonghui Superstores Co., Ltd., which comprise of the consolidated and the company’s balance sheet as of December 31, 2021, the consolidated and the company’s income statement, statement of changes in equity, and cash flow statement for the year then ended, and the notes to the relevant financial statements.

We think that the accompanying financial statements of Yonghui Superstores Co., Ltd. have been prepared in accordance with the CASBE and fairly present the consolidated and corporate financial position of Yonghui Superstores Co., Ltd. as of December 31, 2021, and the consolidated and the company’s financial performance and cash flows for the year then ended.

**II.**Basisfor Formation of Audit Opinions

We have conducted our audit in accordance with the Auditing Standards for CPAs in China. In the “Responsibilities of CPAs for Auditing Financial Statements” of this report, our responsibilities under these standards are further elaborated. In accordance with China Certified Public Accountant Auditing Standards, we are independent of the Yonghui Superstores Co., Ltd. and have performed other duties about occupational ethics. We believe that the audit evidence we obtained is sufficient and appropriate, which provides a reasonable basis for our audit opinions.

**III.**KeyAudit Matters

Key matters are the matters that we believe are the most significant to the audit of the financial statements for the current period based on our professional judgment. These matters were addressed in the context of the audit of the financial statements as a whole and the formation of our audit opinions, and we do not give separate opinions on these matters. We have described in how we addressed each of the following matters in the audit, as a background to this description.

We have fulfilled our responsibilities as described in the section “CPAs’ responsibilities for the audit of financial statements” of this report, including those responsibilities related to the key audit matters. Accordingly, our audit work includes performing audit procedures designed to respond to the assessed risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the following key audit matters, provide a basis for our audit opinion on the financial statements as a whole.

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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Key audit matters: How the matter was addressed in our audit:
--- ---

Recognition of supplier income

Yonghui Superstores Co., Ltd. reported RMB6,104,066 thousand of other operating revenue for the year 2021, mainly obtained from suppliers. Yonghui Superstores Co., Ltd. recognizes income from suppliers based on the contractual or supplementary agreement amounts when providing the corresponding services and obtaining the right to collect payments. These arrangements vary in nature and scale, including storage service fees charged to suppliers, display-related service fees, and various service-related fees associated with assisting suppliers in conducting marketing activities.

Due to the significant contribution of supplier income to Yonghui Superstores Co., Ltd.’s profits and the increasing frequency and complexity of transactions with suppliers, there is inherent risk of inaccurate recognition of income or improper allocation to accounting periods. Therefore, we have determined the recognition of supplier income as a key audit matter.

Relevant information is disclosed in Note III, 23 “Revenue from contracts with customers”, Note III, 31 “Significant accounting judgments and estimates”, and Note V, 43 “Operating revenue and costs” of the financial statements.

Our audit procedures include:

(1) Understanding management’s accounting policies and key internal control measures related to the recognition of supplier income, and testing and evaluating the effectiveness of relevant internal control design and operation;
(2) Testing general controls and key application controls of the information system with the assistance of internal information technology experts, including evaluating whether the information technology system operates as designed and the integrity and accuracy of the data transfer between information technology systems;
(3) Examining the terms and conditions stipulated in the various types of standard contract agreements signed with suppliers to assess the appropriateness of the accounting treatment for the recognition of supplier income;
(4) Selecting samples to perform detailed testing of various types of supplier income recognized by the Company, including verifying the supporting documents such as supplier contracts, invoices, supplier statements, and financial vouchers for the recognition of supplier income;
(5) Performing the external confirmation procedure, comparing the results with the amounts recorded in the Company’s books, and performing alternative procedures for suppliers giving no response.
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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Key audit matters: How the matter was addressed in our audit:
--- ---

Provisionfor impairment loss on long-term equity investments

As of December 31, 2021, Yonghui Superstores Co., Ltd. had a carrying amount of RMB4,773,553 thousand for long-term equity investments, with an impairment provision of RMB724,437 thousand. This provision is made for long-term equity investments where the recoverable amount is lower than their carrying amount.

Due to the significance of long-term equity investments to the financial statements as a whole, and the management’s significant judgments and estimates involved in the provision for impairment loss on long-term equity investments. Therefore, we have identified the provision for impairment loss on long-term equity investments made by Yonghui Superstores Co., Ltd. as a key audit matter.

Relevant information is disclosed in Note III, 9 “Long-term equity investments”, Note III, 17 “Impairment of assets”, Note III, 31 “Significant accounting judgments and estimates”, and Note V, 12 “Long-term equity investments” of the financial statements.

Our audit procedures include:

(1) Understanding and assessing the design and<br> effectiveness of internal controls related to the impairment testing of long-term equity<br> investments;
(2) Conducting interviews with the Management<br> of Yonghui Superstores Co., Ltd. to understand their investment intentions, the implementation<br> of strategic cooperation, and the expectations of the cooperation, and viewing documents<br> such as board resolutions related to the investment;
(3) Discussing with management the basis for<br> assessing indicators of impairment of long-term equity investments, obtaining financial statements<br> of the investee companies, analyzing their financial information, and evaluating the reasonableness<br> of management’s judgments regarding indicators of impairment of long-term equity investments;
(4) Evaluating the independence, professional<br> competence, and objectivity of external valuation experts hired by management, communicating<br> with management, external valuation experts and internal valuation experts to assess key<br> valuation parameters, with the assistance of internal valuation experts, evaluating the reasonableness<br> of the methods, assumptions, and estimates used in the discounting of projected future cash<br> flows of the assets based on the requirements of the CASBE;
(5) Evaluating the disclosure of impairment provisions<br> for long-term equity investments in the financial statements to determine compliance with<br> the requirements of the CASBE.
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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Key audit matters: How the matter was addressed in our audit:
--- ---

Provision for impairment loss on store asset groups

The store asset groups primarily include long-term assets, such as fixed assets, long-term prepaid expenses, and right-of-use assets. As of December 31, 2021, the carrying amount of these assets has totaled RMB26,858,232 thousand, with impairment provision totaled RMB579,336 thousand. This provision is made for store asset groups where the recoverable amount is lower than their carrying amount. Due to the significance of store asset groups to the financial statements as a whole, and the management’s significant judgments and estimates involved in the provision for impairment loss on store asset groups, therefore, we have identified the provision for impairment loss on store asset groups made by Yonghui Superstores Co., Ltd. as a key audit matter.

Relevant information is disclosed in Note III, 11 “Fixed assets”, Note III, 15 “Right-of-use assets”, Note III, 17 “Impairment of assets”, Note III, 18 (“Long-term prepaid expenses”), Note III, 31 (“Significant accounting judgments and estimates”, Note V, 15 “Fixed assets”, Note V, 18 “Right-of-use assets”, and Note V, 21 “Long-term prepaid expenses” of the financial statements.

Our audit procedures include:

(1) Understanding and assessing the design and effectiveness of internal controls related to impairment testing of store assets;
(2) Discussing with management the basis for judging the indicators of impairment of the store asset groups and evaluate whether management’s judgment on the indicators of impairment of the store asset groups is reasonable;
(3) Communicating with management and internal valuation experts to evaluate key parameters of valuation; with assistance from internal valuation experts, assessing the appropriateness of the methods, assumptions, and estimates used to discount the projected future cash flows of asset groups based on the requirements of the CASBE;
(4) Evaluating whether the disclosures related to impairment of store asset groups in the financial statements comply with the requirements of the CASBE.

IV.           Other Information

The Management of Yonghui Superstores Co., Ltd. is responsible for other information. Other information includes information covered in the annual report, but not financial statements and our audit reports.

Our audit opinions on the financial statements exclude other information and we do not publish any form of verification conclusions on other information.

In combination with our audit of financial statements, it is our responsibility to read other information, and in this process, consider whether other information to the financial statements or the situation we learned in the process of auditing is materially inconsistent or seems to have material misstatement.

Based on the work we have done, we should report the fact if we are certain that other information is materially misreported. In this respect, we have nothing to report.

V.            Responsibilities of the Management and the Governance for FinancialStatements

The Management is responsible for preparing financial statements in accordance with the CASBE and fairly presenting the financial statements, as well as designing, implementing, and maintaining a system of internal control necessary to make sure the financial statements are free from material misstatement, whether due to fraud or error.

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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

During the preparation of the financial statements, the management is responsible for assessing the ability of Yonghui Superstores Co., Ltd. to continue as a going concern, disclosing any relevant matters related to going concern (if applicable), and applying the going concern assumption, unless it intends to liquidate, cease operations, or has no other realistic option.

The governance level is responsible for overseeing the financial reporting process of Yonghui Superstores Co., Ltd.

VI.           Responsibilities of CPAs for Auditing Financial Statements

Our objective is to obtain reasonable assurance for that the financial statements are free of material misstatements due to fraud or errors and to issue an audit report containing audit opinions. Reasonable assurance is a high-level assurance, but it does not guarantee that audits conducted according to audit standards will always identify a material misstatement that exists. A misstatement may be caused by fraud or errors and it is usually considered “material” when it is reasonably expected that the misstatement would, either individually or aggregately, affect the user’s economic decisions based on the financial statements.

In the process of auditing according to the auditing standards, we have applied our professional judgment and maintained professional skepticism. Meanwhile, we have also carried out the following work:

(1) Identifying and assessing risks of material<br> misstatement of financial statements due to fraud or errors; designing and implementing audit<br> procedures to address these risks; obtaining adequate and appropriate audit evidence as a<br> basis for issuing audit opinions. As fraud may involve collusion, forgery, willful omission,<br> false statements, or overriding internal control, the risk of failing to identify material<br> misstatements due to fraud is higher than that due to errors.
(2) Understanding the internal control relevant<br> to the audit in order to design audit procedures that are appropriate.
--- ---
(3) Evaluating the appropriateness of accounting<br> policies adopted by the Management and the reasonableness of accounting estimates and related<br> disclosures.
--- ---
(4) Reaching a conclusion on the appropriateness<br> of the Management’s use of continuing operation assumption. Meanwhile, based on the audit<br> evidence obtained, a conclusion may be obtained on whether there may be major uncertainties<br> in matters or circumstances leading to major doubts about the continuing operation ability<br> of the Yonghui Superstores Co., Ltd. If we conclude a significant uncertainty, we shall,<br> as required by the auditing standards, draw the attention of users of the financial statements<br> to the relevant disclosures in the audit report; if the disclosure is insufficient, we shall<br> give a modified opinion. Our conclusions are based on information available as of the audit<br> report date. However, future matters or conditions may lead to an inability of Yonghui Superstores<br> Co., Ltd. to continue as a going concern.
--- ---
(5) Evaluating the overall presentation,<br> structure and content of the financial statements, and whether the financial statements represent<br> the underlying transactions and events in a manner that achieves fair presentation.
--- ---
(6) Obtaining sufficient and appropriate<br> audit evidence regarding the financial information of entities or business activities within<br> Yonghui Superstores Co., Ltd. in order to express an audit opinion on the financial<br> statements. We are responsible for guiding, supervising, and executing the Group’s audit,<br> and bearing all liabilities for our audit opinions.
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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

We communicated with the Governance on planned audit coverage, scheduling, and major audit findings, including the internal control defects deserving attention which were identified in the audit.

We also provided a statement to the Governance on compliance with ethical requirements related to independence and discussed with them all relationships and other matters that may reasonably be considered to affect our independence, as well as associated preventive actions (where applicable).

From the matters that we communicated with the Governance, we decided which were the most important to the audit of the current financial statements and therefore constituted key audit matters. We shall describe these matters in the audit report, unless the public disclosure of these matters is prohibited by laws and regulations, or in rare cases, if reasonably expected, the negative consequences of communicating a matter in an audit report outweigh the benefits in the public interest, we shall determine that the matter should not be communicated in the audit report.

AYHM (2022) SZi No.60922355_B01

Yonghui Superstores Co., Ltd.

– 24 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

II. Financial Statements

Consolidated Balance Sheet

December 31, 2021

Prepared by: Yonghui Superstores Co., Ltd.

Unit: Yuan Currency: RMB
Items Notes December 31, 2021 December 31, 2020
Current assets:
Monetary funds 9,163,127,740.22 12,005,455,154.69
Loans and advances (short-term) 568,806,255.36 1,393,758,718.35
Trading financial assets 1,560,917,920.71 241,410,438.34
Notes receivable
Factoring receivable 1,411,455,365.03 2,710,166,360.05
Account receivable 477,000,229.84 447,397,868.68
Receivables financing
Advance payments 1,972,320,710.23 2,467,802,583.53
Other receivables 742,369,328.43 938,269,620.40
Including: interests receivable 201,536.05 211,245.24
Dividends receivable
Inventories 10,791,491,206.86 10,881,679,092.38
Assets held for sale
Non-current assets due within one year 41,563,339.26
Other current assets 1,985,431,196.03 2,092,549,539.13
Total current assets 28,714,483,291.97 33,178,489,375.55
Non-current assets:
Loans and advances 245,810,924.79 201,557,024.80
Debt investment
Other creditor investments
Long-term receivables 73,044,056.84
Long-term equity investment 4,773,553,407.12 5,409,972,860.53
Investment in other equity instruments
Other non-current financial assets 4,100,000,000.00 5,618,159,570.30
Investment properties 321,941,383.78 332,748,387.92
Fixed assets 4,646,074,375.37 5,310,424,471.89
Construction in progress 410,335,149.87 194,264,567.11
Productive biological assets 11,627,554.75
Oil and gas assets
Right-of-use assets 21,967,161,359.54
Intangible assets 1,525,435,308.65 1,616,982,112.68
Development expenses
Goodwill 3,661,378.25 121,331,244.79
Long-term deferred expenses 3,482,489,035.42 3,701,445,094.02
Deferred tax asset 1,036,025,168.71 472,606,455.22
Other non-current assets
Total non-current assets 42,597,159,103.09 22,979,491,789.26
Total assets 71,311,642,395.06 56,157,981,164.81
Current liabilities:
Short-term loans 10,947,557,472.21 13,889,997,357.11
Borrowings from central bank
Borrowing funds
Trading financial liabilities
Derivative financial liabilities
Notes payable 33,000,000.00
Accounts payable 12,518,578,825.59 12,513,674,031.70
Accounts collected in advance 199,815,968.65 197,284,021.08
Contract liabilities 4,303,074,375.86 3,472,076,794.19
– 25 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Items Notes December 31,<br> 2021 December 31,<br> 2020
--- --- --- --- --- ---
Financial assets sold for repurchase
Deposits from customers and interbank
Acting trading securities
Acting underwriting securities
Payroll payable 665,285,751.18 721,581,678.15
Taxes payable 202,850,017.46 266,452,210.54
Other payables 2,761,266,270.83 3,510,335,991.72
Including: interests payable
Dividends payable 12,000,000.00 11,528,208.00
Handling charges and commissions payable
Reinsurance accounts payable
Liabilities held for sale
Non-current liabilities due within one year 2,069,851,210.42
Other current liabilities 390,433,950.39 321,886,940.98
Total current liabilities 34,091,713,842.59 34,893,289,025.47
Non-current liabilities:
Provision for insurance contracts
Long-term borrowings 1,021,069,722.22
Bonds payable
Including: preferred stock
Perpetual bonds
Lease liabilities 24,826,561,091.82
Long-term accounts payable
Long-term payroll payable
Estimated liabilities 3,628,259.35 123,670,630.29
Deferred income 118,370,289.79 130,947,523.55
Deferred tax liabilities 172,894,859.29 616,873,988.17
Other non-current liabilities
Total non-current liabilities 26,142,524,222.47 871,492,142.01
Total liabilities 60,234,238,065.06 35,764,781,167.48
Equity (or shareholders’ equity):
Paid-in capital (or capital stock) 9,075,036,993.00 9,516,285,608.00
Other equity instruments
Including: preferred stock
Perpetual bonds
Capital reserves 4,276,144,811.80 6,926,920,343.78
Less: Treasury shares 2,009,067,652.38
Other comprehensive income 1,494,334.19 -584,134.06
Special reserves
Surplus reserves 1,103,806,707.15 1,030,866,477.21
Undistributed profits -3,797,684,715.49 3,886,681,562.18
Total Equity (or shareholders’ equity) attributable to parent company 10,658,798,130.65 19,351,102,204.73
Minority interests 418,606,199.35 1,042,097,792.60
Total equity (or shareholders’ equity) 11,077,404,330.00 20,393,199,997.33
Total liabilities and owners’ (or shareholders’) equity 71,311,642,395.06 56,157,981,164.81

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Huang Mingyue

Person in charge of accounting institution: Lin Wei

– 26 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Balance Sheet of the Parent Company

December 31, 2021

Prepared by: Yonghui Superstores Co., Ltd.

Unit: Yuan Currency: RMB
Items Notes December 31, 2021 December 31, 2020
Current assets:
Monetary funds 3,842,006,361.29 6,910,650,846.27
Trading financial assets 543,039,966.58 50,719,741.48
Derivative financial assets
Notes receivable
Account receivable 36,908,913.98 60,915,137.48
Receivables financing
Advance payments 107,686,813.66 137,433,276.57
Other receivables 43,481,029,538.77 24,906,579,097.05
Including: interests receivable
Dividends receivable 18,000,000.00
Inventories 381,558,282.19 473,979,768.06
Contract assets
Assets held for sale
Non-current assets due within one year 7,503,976.35
Other current assets 123,273,153.05 164,936,487.28
Total current assets 48,523,007,005.87 32,705,214,354.19
Non-current assets:
Debt investment
Other creditor investments
Long-term receivables 7,345,349.21
Long-term equity investment 12,122,911,290.72 11,453,358,655.85
Investment in other equity instruments
Other non-current financial assets 4,100,000,000.00 4,458,278,378.94
Investment properties
Fixed assets 446,381,583.68 478,837,682.00
Construction in progress 13,427,506.63 32,888,275.21
Productive biological assets
Oil and gas assets
Right-of-use assets 617,260,980.28
Intangible assets 249,134,183.06 211,227,926.32
Development expenses
Goodwill
Long-term deferred expenses 69,977,631.10 89,764,211.59
Deferred tax asset 31,228,402.46 189,913,289.70
Other non-current assets
Total non-current assets 17,657,666,927.14 16,914,268,419.61
Total assets 66,180,673,933.01 49,619,482,773.80
Current liabilities:
Short-term loans 7,645,637,472.21 10,808,265,416.68
Trading financial liabilities
Derivative financial liabilities
Notes payable 1,833,000,000.00 1,380,000,000.00
Accounts payable 943,391,714.96 677,988,956.10
Accounts collected in advance 12,301,803.89 15,075,140.35
Contract liabilities 722,349,016.49 233,649,565.20
Payroll payable 36,188,048.25 63,342,110.44
Taxes payable 10,523,947.10 8,667,008.99
Other payables 36,043,303,593.22 18,623,630,326.09
Including: interests payable
Dividends payable 11,528,208.00
– 27 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Items Notes December 31, 2021 December 31, 2020
--- --- --- ---
Liabilities held for sale
Non-current liabilities due within one year 109,141,831.96
Other current liabilities 65,707,109.62 21,698,155.17
Total current liabilities 47,421,544,537.70 31,832,316,679.02
Non-current liabilities:
Long-term borrowings 1,021,069,722.22
Bonds payable
Including: preferred stock
Perpetual bonds
Lease liabilities 654,634,402.00
Long-term accounts payable
Long-term payroll payable
Estimated liabilities 1,286,000.00
Deferred income 5,333,333.40 6,933,333.36
Deferred tax liabilities 197,810,762.52
Other non-current liabilities
Total non-current liabilities 1,681,037,457.62 206,030,095.88
Total liabilities 49,102,581,995.32 32,038,346,774.90
Equity (or shareholders’ equity):
Paid-in capital (or capital stock) 9,075,036,993.00 9,516,285,608.00
Other equity instruments
Including: preferred stock
Perpetual bonds
Capital reserves 4,135,238,517.71 6,764,350,200.40
Less: Treasury shares 2,009,067,652.38
Other comprehensive income 1,652,642.73 -796,187.66
Special reserves
Surplus reserves 1,103,806,707.15 1,030,866,477.21
Undistributed profits 2,762,357,077.10 2,279,497,553.33
Total equity (or shareholders’ equity) 17,078,091,937.69 17,581,135,998.90
Total liabilities and owners’ (or shareholders’) equity 66,180,673,933.01 49,619,482,773.80

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Huang Mingyue

Person in charge of accounting institution: Lin Wei

– 28 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Consolidated Income Statement

January — December, 2021

Unit: Yuan Currency: RMB
Items Notes Year 2021 Year 2020
I. Total operating income 91,061,894,312.13 93,199,107,664.03
Including: operating income 91,061,894,312.13 93,199,107,664.03
Interest income
Earned premium
Fee and commission income
II. Total operating cost 95,004,917,681.58 91,455,482,429.43
Including: operating cost 74,027,212,258.30 73,280,513,427.89
Taxes and surcharges 212,940,218.11 219,749,875.50
Selling expenses 16,629,508,068.60 15,438,729,869.72
Administrative expenses 2,155,455,991.88 2,293,027,943.94
Research and development expenses 428,107,468.21
Financial expenses 1,551,693,676.48 223,461,312.38
Including: interest expenses 1,677,039,950.99 314,446,061.01
Interest income 292,633,975.09 251,939,362.97
Plus: other income 183,457,683.83 316,486,618.58
Investment income (loss is indicated by ‘-’) 192,012,753.98 -142,942,629.21
Including: share of profits of joint ventures and cooperative enterprise -49,185,860.49 -273,205,995.95
Gains from derecognition of financial assets measured at amortized cost
Exchange earning (loss is indicated by “-”)
Net exposure hedging income (loss is indicated by “-”)
Income from fair value variation (loss filled with “-”) -378,526,760.32 1,151,555,962.89
Credit impairment losses (loss is indicated by “-”) -157,429,853.92 -83,365,539.13
Assets impairment losses (loss is indicated by “-”) -777,436,356.28 -692,443,925.90
Gains from disposal of assets (loss is indicated by “-”) 53,364,075.49 -8,159,225.80
III. Operating profits (loss is indicated by “-”) -4,827,581,826.67 2,284,756,496.03
Plus: non-operating income 343,946,144.11 290,389,354.49
Less: Non-operating expenses 238,437,045.90 400,965,801.23
IV. Total profit (total loss is indicated by “-”) -4,722,072,728.46 2,174,180,049.29
Less: income tax expense -227,494,019.44 520,991,471.77
V. Net profit (net loss is indicated by “-”) -4,494,578,709.02 1,653,188,577.52
(I) Classified by business continuity
1. Net profit from continuous operation (net loss is indicated by “-”) -4,494,578,709.02 1,653,188,577.52
2. Net profit from discontinued operation (net loss is indicated by “-”)
(II) Classified by ownership
1. Net profit attributable to the owners of the Parent Company (net loss is indicated by “-”) -3,943,871,849.80 1,794,470,167.16
2. Minority interest income (net loss is indicated by “-”) -550,706,859.22 -141,281,589.64
VI. After-tax Net Amount of Other Comprehensive Income 2,078,468.25 -2,086,197.59
– 29 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Items Notes Year 2021 Year 2020
--- --- --- --- --- ---
(I) Net amount of other comprehensive income after tax attributable to the owners of the parent company 2,078,468.25 -2,086,197.59
1.  Other comprehensive income that cannot be reclassified into profit and loss
(1)  Changes caused by re-measurement and re-definition of benefit plan
(2)  Other comprehensive income that cannot be converted into profits or losses under the equity method
(3)  Fair value changes of other equity instrument investment
(4)  Fair value changes of enterprise own credit risk
2.  Other comprehensive income to be re-classified into profit and loss 2,078,468.25 -2,086,197.59
(1)  Other comprehensive income that can be converted into losses and profits under the equity method 2,448,830.39 -2,132,477.55
(2)  Fair value changes of other creditor investments
(3)  Amount of financial assets re-classified and included in other comprehensive income
(4)  Provision for credit depreciation of other creditor investments
(5)  Cash flow hedging reserves
(6)  Balance arising from the translation of foreign currency financial statements -370,362.14 46,279.96
(7)  Others
(II) After-tax net amount of other comprehensive income attributable to minority shareholders
VII. Total comprehensive income -4,492,500,240.77 1,651,102,379.93
(I)  Total comprehensive income attributable to the owners of the Parent Company -3,941,793,381.55 1,792,383,969.57
(II)  Total comprehensive income attributable to minority shareholders -550,706,859.22 -141,281,589.64
VIII. Earnings per share:
(I)  Basic EPS (RMB/share) -0.43 0.19
(II)  Diluted EPS (RMB/share) -0.43 0.19

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Huang Mingyue

Person in charge of accounting institution: Lin Wei

– 30 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Income Statement of the Parent Company

January — December, 2021

Unit: Yuan Currency: RMB

Items Notes Year 2021 Year 2020
I. Operation Revenue 7,941,631,838.96 7,875,327,537.91
Less: operating cost 6,842,205,689.85 6,499,212,131.10
Taxes and surcharges 16,978,178.50 23,926,133.79
Selling expenses 828,235,306.14 828,985,836.77
Administrative expenses 351,831,395.07 614,180,158.73
Research and development expenses 52,851,538.02
Financial expenses 144,191,955.91 40,898,745.85
Including: interest expenses 391,875,730.93 241,368,558.16
Interest income 266,765,444.08 214,808,632.26
Plus: other income 5,957,911.59 73,061,222.80
Investment income (loss is indicated by ’-’) 1,017,139,509.70 1,878,979,185.59
Including: share of profits of joint ventures and cooperative enterprise -23,048,225.04 -285,682,412.24
Gains from derecognition of financial assets measured at amortized cost
Net exposure hedging income (loss is indicated by “-”)
Income from fair value variation (loss filled with “-”) 131,041,846.16 592,837,153.12
Credit impairment losses (loss is indicated by “-”) -1,987,493.44 -785,634.47
Assets impairment losses (loss is indicated by “-”) -53,532,530.48 -192,378,050.34
Gains from disposal of assets (loss is indicated by “-”) 1,379,773.07 -927,680.57
II. Operating profit (loss is indicated by “-”) 805,336,792.07 2,218,910,727.80
Plus: non-operating income 22,866,752.75 11,127,543.57
Less: Non-operating expenses 13,230,952.86 5,480,501.14
III. Total profit (total loss is indicated by “-”) 814,972,591.96 2,224,557,770.23
Less: income tax expense -13,448,925.09 134,982,144.39
IV. Net profit (net loss is indicated by “-”) 828,421,517.05 2,089,575,625.84
(I) Net profit from continuous operation (net loss is indicated by “-”) 828,421,517.05 2,089,575,625.84
(II) Net profit from discontinued operation (net loss is indicated by “-”)
V. After-tax net amount of other comprehensive income 2,448,830.39 -2,132,477.55
(I) Other comprehensive income that will not be reclassified to profit or loss
1. Changes caused by re-measurement of defined benefit plan
2. Other comprehensive income using the equity method that will not be reclassified to profit or loss
3. Changes in fair value of other equity instrument investments
4. Changes in fair value of enterprise’s own credit risk
– 31 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Items Notes Year 2021 Year 2020
--- --- --- --- --- ---
(II) Other comprehensive income to be reclassified to profit or loss 2,448,830.39 -2,132,477.55
1. Other comprehensive income that can be reclassified to profit or loss in equity method 2,448,830.39 -2,132,477.55
2. Changes in fair value of other creditor investments
3. Amount of financial assets re-classified and included in other comprehensive income
4. Provision for credit impairment of other creditor investments
5. Cash flow hedging reserve
6. Balance arising from the translation of foreign currency financial statements
7. Others
VI. Total comprehensive income 830,870,347.44 2,087,443,148.29
VII. Earnings per share (EPS):
(I) Basic EPS (RMB/share)
(II) Diluted EPS (RMB/share)

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Huang Mingyue

Person in charge of accounting institution: Lin Wei

– 32 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Consolidated Cash Flow Statement

January — December, 2021

Unit: Yuan Currency: RMB

Items Notes Year 2021 Year 2020
I.  Cash flow from operating activities:
Cash received from selling goods and rendering services 100,284,205,560.45 107,922,209,607.29
Tax refunds received
Other cash received relating to operating activities 3,020,586,574.65 880,432,402.09
Subtotal of cash inflows from operating activities 103,304,792,135.10 108,802,642,009.38
Cash paid for purchasing goods and receiving services 80,837,588,736.76 84,806,526,394.32
Cash paid to and on behalf of employees 8,702,715,416.83 7,483,709,291.53
Cash paid for taxes 1,037,017,460.13 1,615,975,562.07
Other cash paid relating to operating activities 6,900,549,592.13 8,756,720,879.32
Subtotal of cash outflows from operating activities 97,477,871,205.85 102,662,932,127.24
Net cash flow from operating activities 5,826,920,929.25 6,139,709,882.14
II. Cash flow from investment activities:
Cash received from disposal of investments 681,186,560.54 121,828,381.49
Cash received from investment income 57,672,406.30 92,953,747.32
Net cash received from the disposal of fixed assets, intangible assets and other long-term assets 6,648,320.55 6,019,931.99
Net cash received from the disposal of subsidiaries and other business entities
Other cash received relating to investment activities 2,475,657,999.00 5,826,511,631.94
Subtotal of cash inflows from investment activities 3,221,165,286.39 6,047,313,692.74
Cash paid for the purchase and construction of fixed assets, intangible assets and other long-term assets 2,010,217,133.88 2,086,507,106.23
Cash paid for investment 159,799,999.46 745,006,998.05
Net cash paid for the acquisition of subsidiaries and other business entities
Other cash paid relating to investment activities 1,966,236,083.15 5,387,235,544.57
Subtotal of cash outflows from investment activities 4,136,253,216.49 8,218,749,648.85
Net cash flow from investment activities -915,087,930.10 -2,171,435,956.11
III. Cash flow from financing activities:
Cash received from investors 50,450,000.00 354,057,473.88
Including: cash received by subsidiaries from absorbing minority shareholder’s investment 50,450,000.00 354,057,473.88
Cash received from borrowings 15,520,000,000.00 15,630,840,273.76
Other cash received relating to financing activities 39,947,401.43
Subtotal of cash inflows from financing activities 15,610,397,401.43 15,984,897,747.64
Cash paid for debt repayment 17,430,840,273.76 12,546,526,073.72
– 33 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Items Notes Year 2021 Year 2020
--- --- --- --- --- ---
Cash paid for distribution of dividends and profits, or cash payment for interests 555,415,007.07 1,562,195,662.61
Including: dividend and profit paid by subsidiaries to minority shareholders 12,000,000.00 12,000,000.00
Other cash paid relating to financing activities 4,480,050,083.91 1,769,956,756.86
Subtotal of cash outflows from financing activities 22,466,305,364.74 15,878,678,493.19
Net cash flow from financing activities -6,855,907,963.31 106,219,254.45
IV. Effect of exchange rate changes on cash and cash equivalents -242,700.09 -1,095,099.15
V. Net increase in cash and cash equivalents -1,944,317,664.25 4,073,398,081.33
Plus: opening balance of cash and cash equivalents 10,587,979,162.31 6,514,581,080.98
VI. Closing balance of cash and cash equivalents 8,643,661,498.06 10,587,979,162.31

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Huang Mingyue

Person in charge of accounting institution: Lin Wei

– 34 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Cash Flow Statement of the Parent Company

January — December, 2021

Unit: Yuan Currency: RMB

Items Notes Year 2021 Year 2020
I.  Cash flow from operating activities:
Cash received from selling<br> goods and rendering services 9,112,576,497.00 9,142,918,733.40
Tax refunds received
Other cash received relating to operating activities 325,497,331.89 236,274,938.26
Subtotal of cash inflows from operating activities 9,438,073,828.89 9,379,193,671.66
Cash paid for purchasing goods and receiving services 6,571,173,336.26 7,147,243,295.43
Cash paid to and on behalf of employees 519,263,297.75 492,460,496.77
Cash paid for taxes 17,866,877.16 88,256,250.95
Other cash paid relating to operating activities 423,944,760.19 684,367,564.17
Subtotal of cash outflows from operating activities 7,532,248,271.36 8,412,327,607.32
Net cash flow from operating activities 1,905,825,557.53 966,866,064.34
II. Cash flow from investment activities:
Cash received from disposal of investments 392,237,024.23 621,763,174.28
Cash received from investment income 1,025,737,568.50 2,038,798,695.52
Net cash received from the disposal of fixed assets, intangible assets and other long-term assets 431,393.19 3,487,892.32
Net cash received from the disposal of subsidiaries and other business entities
Other cash received relating to investment activities 685,906,973.39 5,278,507,405.68
Subtotal of cash inflows from investment activities 2,104,312,959.31 7,942,557,167.80
Cash paid for the purchase and construction of fixed assets, intangible assets and other long-term assets 194,711,725.94 90,220,667.88
Cash paid for investment 1,041,000,000.00 1,779,842,157.75
Net cash paid for the acquisition of subsidiaries and other business entities
Other cash paid relating to investment activities 696,580,376.07 3,398,949,842.30
Subtotal of cash outflows from investment activities 1,932,292,102.01 5,269,012,667.93
Net cash flow from investment activities 172,020,857.30 2,673,544,499.87
III. Cash flow from financing activities:
Cash received from investors
Cash received from borrowings 10,020,000,000.00 12,050,000,000.00
Other cash received relating to financing activities 6,866,258.70
Subtotal of cash inflows from financing activities 10,026,866,258.70 12,050,000,000.00
Cash paid for debt repayment 12,150,000,000.00 9,645,840,000.00
Cash paid for distribution of dividends and profits, or cash payment for interests 521,141,531.76 1,481,529,260.16
– 35 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Items Notes Year 2021 Year 2020
--- --- --- --- --- ---
Other cash paid relating to financing activities 1,546,620,002.23 1,769,956,756.86
Subtotal of cash outflows from financing activities 14,217,761,533.99 12,897,326,017.02
Net cash flow from financing activities -4,190,895,275.29 -847,326,017.02
IV. Effect of exchange rate changes on cash and cash equivalents
V. Net increase in cash and cash equivalents -2,113,048,860.46 2,793,084,547.19
Plus: opening balance of cash and cash equivalents 5,531,786,671.34 2,738,702,124.15
VI. Closing balance of cash and cash equivalents 3,418,737,810.88 5,531,786,671.34

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Huang Mingyue

Person in charge of accounting institution: Lin Wei

– 36 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Consolidated Statement of Changes inEquity

January – December, 2021

Unit: Yuan Currency: RMB

Year 2021
Equity<br> attributable to parent company
Other<br> equity instruments Others General
Paid-in capital Preferred Perpetual Less: Treasury comprehensive Special risk Undistributed Minority
Items (or<br> capital stock) stock bonds Others Capital<br> reserves shares income reserves Surplus<br> reserves reserves profits Others Subtotal interests Total<br> equity
I. Closing<br> balance of last year 9,516,285,608.00 6,926,920,343.78 2,009,067,652.38 -584,134.06 1,030,866,477.21 3,886,681,562.18 19,351,102,204.73 1,042,097,792.60 20,393,199,997.33
Plus: Changes<br> in accounting policies -9,901,921.77 -3,484,049,730.53 -3,493,951,652.30 -111,234,734.03 -3,605,186,386.33
Correction<br> of previous errors
Business combination<br> under same control
Others
II. Opening<br> balance of current year 9,516,285,608.00 6,926,920,343.78 2,009,067,652.38 -584,134.06 1,020,964,555.44 402,631,831.65 15,857,150,552.43 930,863,058.57 16,788,013,611.00
III. Increase<br> and decrease of current period (decrease is indicated by “-”) -441,248,615.00 -2,650,775,531.98 -2,009,067,652.38 2,078,468.25 82,842,151.71 -4,200,316,547.14 -5,198,352,421.78 -512,256,859.22 -5,710,609,281.00
(I) Total<br> Comprehensive Income 2,078,468.25 -3,943,871,849.80 -3,941,793,381.55 -550,706,859.22 -4,492,500,240.77
(II) Capital<br> paid in and reduced by owners -441,248,615.00 -2,650,775,531.98 -2,009,067,652.38 -1,082,956,494.60 50,450,000.00 -1,032,506,494.60
1. Ordinary<br> share invested by the owners 50,450,000.00 50,450,000.00
2. Capital<br> paid in by holders of other equity instruments
3. Amount<br> of share-based payments recognized into the equity -4,483,811.25 -4,483,811.25 -4,483,811.25
4. Others -441,248,615.00 -2,646,291,720.73 -2,009,067,652.38 -1,078,472,683.35 -1,078,472,683.35
(III) Profit<br> distribution 82,842,151.71 -256,444,697.34 -173,602,545.63 -12,000,000.00 -185,602,545.63
1. Appropriation<br> to surplus reserve 82,842,151.71 -82,842,151.71
2. Appropriation<br> to general risk reserves
3. Distribution<br> to the owners (or shareholders) -173,602,545.63 -173,602,545.63 -12,000,000.00 -185,602,545.63
4. Others
(IV) Internal carryforward of equity
1. Capital reserves converted to share capital (or capital stock)
2. Surplus reserve converted into share capital (or capital stock)
3. Loss made up by surplus reserve
– 37 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Year 2021
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Equity<br> attributable to parent company
Other<br> equity instruments Others General
Paid-in capital Preferred Perpetual Less: Treasury comprehensive Special risk Undistributed Minority
Items (or<br> capital stock) stock bonds Others Capital<br> reserves shares income reserves Surplus<br> reserves reserves profits Others Subtotal interests Total<br> equity
4. Changes in the defined benefit plan transferred to retained earnings
5. Other comprehensive income transferred to retained earnings
6. Others
(V) Special reserve
1. Addition in current period
2. Use in current period
(VI) Others
IV. Closing balance of current period 9,075,036,993.00 4,276,144,811.80 1,494,334.19 1,103,806,707.15 -3,797,684,715.49 10,658,798,130.65 418,606,199.35 11,077,404,330.00
Year 2020
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Equity<br> attributable to parent company
Other<br> equity instruments Others General
Paid-in capital Preferred Perpetual Less: Treasury comprehensive Special risk Undistributed Minority
Items (or<br> capital stock) stock bonds Others Capital<br> reserves shares income reserves Surplus<br> reserves reserves profits Others Subtotal interests Total<br> equity
I. Closing balance of last year 9,570,462,108.00 7,177,945,678.08 998,200,375.60 1,502,063.53 821,908,914.63 3,532,326,671.64 20,105,945,060.28 348,475,202.70 20,454,420,262.98
Plus: Changes in accounting policies Correction of previous errors Business combination under same control
Others
II. Opening balance of current year 9,570,462,108.00 7,177,945,678.08 998,200,375.60 1,502,063.53 821,908,914.63 3,532,326,671.64 20,105,945,060.28 348,475,202.70 20,454,420,262.98
III. Increase and decrease of current period (decrease is indicated by “-”) -54,176,500.00 -251,025,334.30 1,010,867,276.78 -2,086,197.59 208,957,562.58 354,354,890.54 -754,842,855.55 693,622,589.90 -61,220,265.65
(I) Total Comprehensive Income -2,086,197.59 1,794,470,167.16 1,792,383,969.57 -141,281,589.64 1,651,102,379.93
(II) Capital paid in and reduced by owners -54,176,500.00 -251,025,334.30 1,010,867,276.78 -1,316,069,111.08 354,057,473.88 -962,011,637.20
1. Ordinary share invested by the owners 352,940,000.00 352,940,000.00
2. Capital paid in by holders of other equity instruments
3. Amount of share-based payments recognized into the equity 92,387,678.15 92,387,678.15 92,387,678.15
4. Others -54,176,500.00 -343,413,012.45 1,010,867,276.78 -1,408,456,789.23 1,117,473.88 -1,407,339,315.35
– 38 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Year 2020
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Equity<br> attributable to parent company
Other<br> equity instruments Others General
Paid-in capital Preferred Perpetual Less: Treasury comprehensive Special risk Undistributed Minority
Items (or<br> capital stock) stock bonds Others Capital<br> reserves shares income reserves Surplus<br> reserves reserves profits Others Subtotal interests Total<br> equity
(III) Profit distribution 208,957,562.58 -1,440,115,276.62 -1,231,157,714.04 -12,000,000.00 -1,243,157,714.04
1. Appropriation to surplus reserve 208,957,562.58 -208,957,562.58
2. Appropriation to general risk reserves
3. Distribution to the owners (or shareholders) -1,231,157,714.04 -1,231,157,714.04 -12,000,000.00 -1,243,157,714.04
4. Others
(IV) Internal carryforward of equity
1. Capital reserves converted to share capital (or capital stock)
2. Surplus reserve converted into share capital (or capital stock)
3. Loss made up by surplus reserve
4. Changes in the defined benefit plan transferred to retained earnings
5. Other comprehensive income transferred to retained earnings
6. Others
(V) Special reserve
1. Addition in current period
2. Use in current period
(VI) Others 492,846,705.66 492,846,705.66
IV. Closing balance of current period 9,516,285,608.00 6,926,920,343.78 2,009,067,652.38 -584,134.06 1,030,866,477.21 3,886,681,562.18 19,351,102,204.73 1,042,097,792.60 20,393,199,997.33

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Huang Mingyue

Person in charge of accounting institution: Lin Wei

– 39 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Statement of Changes in Equity of the Parent Company

January – December, 2021

Unit: Yuan Currency: RMB

**** Year 2021
**** Paid-in capital Other equity instruments **** Other **** **** **** ****
**** (or capital **** Preferred Perpetual **** **** Less: Treasury comprehensive Special **** Undistributed ****
Items stock) **** stock bonds Others Capital reserves shares income reserves Surplus reserves profits Total equity
I. Closing balance of last<br> year 9,516,285,608.00 6,764,350,200.40 2,009,067,652.38 -796,187.66 1,030,866,477.21 2,279,497,553.33 17,581,135,998.90
Plus: Changes in accounting policies -9,901,921.77 -89,117,295.94 -99,019,217.71
Correction of previous errors
Others
II. Opening balance of current<br> year 9,516,285,608.00 6,764,350,200.40 2,009,067,652.38 -796,187.66 1,020,964,555.44 2,190,380,257.39 17,482,116,781.19
III. Increase and decrease of current<br> period (decrease is indicated by “-”) -441,248,615.00 -2,629,111,682.69 -2,009,067,652.38 2,448,830.39 82,842,151.71 571,976,819.71 -404,024,843.50
(I) Total Comprehensive<br> Income 2,448,830.39 828,421,517.05 830,870,347.44
(II) Capital paid in<br> and reduced by owners -441,248,615.00 -2,629,111,682.69 -2,009,067,652.38 -1,061,292,645.31
1. Ordinary share invested<br> by the owners
2.<br> Capital paid in by holders of other equity instruments
3.<br> Amount of share-based payments recognized into the equity -4,483,811.25 -4,483,811.25
4.<br> Others -441,248,615.00 -2,624,627,871.44 -2,009,067,652.38 -1,056,808,834.06
(III) Profit distribution 82,842,151.71 -256,444,697.34 -173,602,545.63
1.<br> Appropriation to surplus reserve 82,842,151.71 -82,842,151.71
2.<br> Distributions to owners (or shareholders) -173,602,545.63 -173,602,545.63
3.<br> Others
– 40 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Year 2021
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Paid-in capital Other equity instruments Other
(or capital Preferred Perpetual Less: Treasury comprehensive Special Undistributed
Items stock) stock bonds Others Capital reserves shares income reserves Surplus reserves profits Total equity
(IV)<br> Internal carryforward of equity
1. Capital<br> reserves converted to share capital (or capital stock)
2. Surplus<br> reserve converted into share capital (or capital stock)
3. Loss<br> made up by surplus reserve
4. Changes<br> in the defined benefit plan transferred to retained earnings
5. Other<br> comprehensive income transferred to retained earnings
6. Others
(V)<br> Special reserve
1. Addition<br> in current period
2. Use<br> in current period
(VI) Others
IV. Closing<br> balance of current period 9,075,036,993.00 4,135,238,517.71 1,652,642.73 1,103,806,707.15 2,762,357,077.10 17,078,091,937.69
– 41 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Year 2020
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
**** **** Other equity instruments **** **** **** **** **** **** ****
Items Paid-in capital (or capital stock) Preferred stock Perpetual bonds Others Capital reserves Less: Treasury shares Other comprehensive income Special reserves Surplus reserves Undistributed profits Total equity
I.<br> Closing balance of last year 9,570,462,108.00 7,013,536,898.00 998,200,375.60 1,336,289.89 821,908,914.63 1,630,037,204.11 18,039,081,039.03
Plus: Changes<br> in accounting policies
Correction<br> of previous errors
Others
II. <br> Opening balance of current year 9,570,462,108.00 7,013,536,898.00 998,200,375.60 1,336,289.89 821,908,914.63 1,630,037,204.11 18,039,081,039.03
III. Increase<br> and decrease of current period (decrease is indicated by "-") -54,176,500.00 -249,186,697.60 1,010,867,276.78 -2,132,477.55 208,957,562.58 649,460,349.22 -457,945,040.13
(I) Total<br> Comprehensive Income -2,132,477.55 2,089,575,625.84 2,087,443,148.29
(II) Capital<br> paid in and reduced by owners -54,176,500.00 -249,186,697.60 1,010,867,276.78 -1,314,230,474.38
1. Ordinary<br> share invested by the owners
2. Capital<br> paid in by holders of other equity instruments
3. Amount<br> of share-based payments recognized into the equity 92,387,678.15 92,387,678.15
4. Others -54,176,500.00 -341,574,375.75 1,010,867,276.78 -1,406,618,152.53
(III) Profit<br> distribution 208,957,562.58 -1,440,115,276.62 -1,231,157,714.04
1. Appropriation<br> to surplus reserve 208,957,562.58 -208,957,562.58
2. Distributions<br> to owners (or shareholders) -1,231,157,714.04 -1,231,157,714.04
3. Others
(IV) Internal<br> carryforward of equity
1. Capital<br> reserves converted to share capital (or capital stock)
2. Surplus<br> reserve converted into share capital (or capital stock)
3. Loss<br> made up by surplus reserve
– 42 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Year 2020
--- --- --- --- --- --- --- --- --- --- --- ---
Other equity instruments
Items Paid-in capital (or capital stock) Preferred stock Perpetual bond Others Capital reserves Less: Treasury shares Other comprehensive income Special reserves Surplus reserves Undistributed profits Total equity
4. Changes<br> in the defined benefit plan transferred to retained earnings
5. Other<br> comprehensive income transferred to retained earnings
6. Others
(V) Special<br> reserve
1. Addition<br> in current period
2. Use<br> in current period
(VI) Others
IV. Closing<br> balance of current period 9,516,285,608.00 6,764,350,200.40 2,009,067,652.38 -796,187.66 1,030,866,477.21 2,279,497,553.33 17,581,135,998.90

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Huang Mingyue

Person in charge of accounting institution: Lin Wei

– 43 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

III.   Company Profile

1.     Company Overview

Applicable ¨ Not applicable

Yonghui Superstores Co., Ltd. ("the Company"), established on August 13, 2009, is a limited liability company registered in Fujian Province, People's Republic of China, with a long-term operating period. The Company's issued common shares, denominated in RMB, are listed on the Shanghai Stock Exchange. The Company is headquartered at No. 436 West 2nd Ring Middle Road, Fuzhou City, Fujian Province.

The main business activities of the Company and its subsidiaries (the "Group") include the sale of fresh products, food supplies, clothing, and related promotional services, logistics distribution, real estate property acquisition, construction and leasing, etc.

The financial statements were approved by the Company's Board of Directors on April 28, 2022. According to Articles of Association of the Company, the financial statements would be submitted to the shareholders' meeting for review.

The consolidation scope of the consolidated financial statements is determined based on control. For changes in the current year, please refer to Section VIII, Change of Consolidation Scope and Section IX, Equity in Other Entities.

**2.**Scopeof Consolidated Financial Statements

Applicable ¨ Not applicable

As of December 31, 2021, the Company had owned 131 subsidiary companies, with an increase of 8 compared to the previous year in the number of entities included in the consolidation scope. Among them, the increase in the consolidation scope is due to the addition of 15 newly established companies, while the decrease is due to the cancellation of 7 companies.

IV.   Preparation Basis for Financial Statements

**1.**Basisof preparation

The financial statements were prepared in accordance with the CASBE: Basic Standards promulgated by the Ministry of Finance and the specific accounting standards, application guidelines, explanations and other regulations (collectively referred to as "Accounting Standards for Business Enterprises") issued and revised thereafter.

**2.**Goingconcern

Applicable ¨ Not applicable

The financial statements were listed on a going concern basis.

V.    Significant Accounting Policy and Estimate

Specific accounting policies and accounting estimates presentation:

Applicable ¨ Not applicable

The Group has formulated specific accounting policies and estimates based on its actual production and operational characteristics, mainly reflected in the provision for bad debts of receivables, inventory valuation methods, depreciation of fixed assets, amortization of intangible assets, capitalization criteria for research and development expenses, amortization of long-term prepaid expenses, recognition of deferred tax assets, provision for impairment of long-term assets, and revenue recognition and measurement, as described below.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

**1.**Statement on Compliancewith CASBE

The financial statements comply with the requirements of the CASBE, providing a true and complete reflection of the financial position of the Company and the Group as of December 31, 2021, as well as their operating performance and cash flows for the year 2021.

**2.**Accountingperiod

The fiscal year of the Group adopts the Gregorian calendar year, that is, every year from January 1 to December 31.

**3.**Operatingcycle

Applicable ¨ Not applicable

Business cycle of the Group is 12 months.

4.     Recording currency

The recording currency adopted by the Company and its domestic subsidiaries and currency used for preparing the financial statements are RMB. The overseas subsidiary companies of the Company determine their functional currency based on the primary economic environment in which they operate and convert it to RMB when preparing financial statements. Unless otherwise specified, the monetary unit in the financial statements is RMB.

**5.**Accountingmethod for business combination under and not under the same control

Applicable ¨ Not applicable

Business combination is divided into business combination under and not under same control.

Business combination under same control

For the business combination under same control, the assets and liabilities that the combing party obtains from the combined party, except from the adjustments made due to difference of accounting policies, shall be measured on the basis of the book value of the combined party in the consolidated financial statement of the final controller on the combination date. The difference between the book value of consideration paid and the book value of net assets acquired in a business combination is adjusted to capital reserves. If the capital reserves are insufficient, it is adjusted against retained earnings.

Business combination under same control that is realized by several transactions

In some financial statements, the book value shares of the net assets of the combined party in the consolidated financial statement of the final controller calculated based on the shareholding ratio on the combination date shall be deemed as the initial investment costs of the investment. For the balance between the initial investment costs, the book value of the investment held before the combination plus the book value of the consideration newly paid before the combination, the capital reserves shall be offset, and if the capital reserves are not sufficient to be offset, the retained earnings shall be adjusted.

In consolidated financial statements, for the assets and liabilities of the acquiree obtained by the acquirer in the acquisition, in addition to the adjustment made due to difference of accounting policy, they shall be measured at the book value on the acquisition date in the consolidated financial statement of the final controller. For the balance between the sum of the book value of the investment held before the combination and the book value of the consideration newly paid on the combination date and the book value of net assets obtained in the combination, the capital reserves shall be offset, and if the capital reserves are not sufficient to be offset, the retained earnings shall be adjusted. For the long-term equity investment held by the combining party before it obtained the control over the combined party, changes in relevant profits and losses, other comprehensive incomes and other owner's equities recognized from the later one of the date when the original equity is obtained and the date when the combining party and the combined party are under the final control of the same party to the combination date shall respectively be used to offset the retained income at the beginning period of the comparative statement or profits and losses of current period.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Business combination not under the same control

Business combination not under the same control is a business combination in which the combining enterprises are not ultimately controlled by the same party or the same parties both before and after the business combination. In a business combination not under the same control, the party which obtains the control on other combining enterprise(s) on the acquisition date is the acquirer, and other combining enterprise(s) is(are) the acquiree. Acquisition date refers to the date on which the acquirer actually obtains the control on the acquiree.

Under the non-common control condition, acquiree's identifiable assets, liability and contingent liabilities acquired from the business combination shall be measured at fair value on the acquisition date.

If the sum of the fair value of the merger consideration paid (or the fair value of the equity securities issued) and the fair value of the equity of the acquiree held before the acquisition date is greater than the fair value share of the identifiable net assets of the acquiree obtained in the merger, the difference is recognized as goodwill and subsequently measured at cost less accumulated impairment losses. If the sum of the fair value of the merger consideration paid (or the fair value of the equity securities issued) and the fair value of the equity of the acquiree held before the acquisition date is less than the fair value share of the identifiable net assets of the acquiree obtained in the merger, the identifiable assets, liabilities, the fair value of and contingent liabilities, the fair value of merger consideration paid (or the fair value of equity securities issued), and the fair value of equity held by the acquiree before the acquisition date shall be rechecked at first. If the sum of the fair value of the merger consideration paid (or the fair value of the equity securities issued) and the fair value of the equity of the acquiree held before the acquisition date is still less than the fair value share of the identifiable net assets of the acquiree obtained in the merger, the difference shall be included in the current profits and losses.

In cases of step-by-step acquisition of businesses under common control, for long-term equity investments held by the acquiring party before the acquisition date, they are remeasured at fair value on the acquisition date. The difference between fair value and the book value is recognized in the current period's income statement. For the other comprehensive income of the acquired party's long-term equity investments held before the acquisition date accounted for under the equity method, the accounting treatment is based on the same basis as the direct disposal of the relevant assets or liabilities of the invested entity. Other changes in equity, other than net income, other comprehensive income, and profit distribution, are treated as income in the period to which the acquisition date belongs.

6.     Preparation method of consolidated financial statements

Applicable ¨ Not applicable

The combination scope of the consolidated financial statements is determined on the basis of control, including the financial statements Company and all of its subsidiaries. Subsidiaries refer to the entities controlled by the Company (including the detachable parts of the Company and the invested companies, the structured entities controlled by the Company, and so on).

When preparing consolidated financial statements, subsidiary companies adopt the same accounting year and accounting policies as the Company. Assets, liabilities, equity, income, expenses and cash flows generated by all transactions between subsidiaries of the Group are fully offset at the time of the merger.

– 46 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Where the loss shared by minority shareholders in a subsidiary exceeds the share enjoyed by minority shareholders in the subsidiary's shareholder's equity at the beginning of the period, the balance shall be written down with the minority shareholders' equity.

For subsidiaries acquired through business combination not under the same control, the operating results and cash flow of the acquiree shall be included to consolidated financial statement from the date when the Group acquires the control right to the date when it terminates the control right. In the process of preparing consolidated financial statements, the financial statements of the subsidiary company shall be adjusted on the basis of the fair values of the identifiable assets, liabilities and contingent liabilities determined on the acquisition date.

For subsidiaries acquired through business combination under the same control, the operating results and cash flow of the acquiree shall be included to consolidated financial statement at the beginning of combination. During the preparation of consolidated financial statement, relevant items of financial statement of last year shall be adjusted and they will be regarded as reporting entities for consolidated statement and always exist since the control of final controller.

Where changes in relevant facts and circumstances result in changes to one or more of the control elements, the Group will reassess whether or not to control the investee.

In cases of step-by-step disposal of equity investments in subsidiary companies until control is lost, if it constitutes a transaction package, each transaction is accounted for as a disposal of subsidiary and loss of control transaction. However, the difference between the disposal proceeds and the share of net assets held in the subsidiary before loss of control is recognized as other comprehensive income in the consolidated financial statements and is transferred to the income statement of the period when control is lost. In cases of step-by-step disposal of equity investments in subsidiary companies until control is lost, if it does not constitute a transaction package, each transaction is accounted for separately to determine whether control is lost. In the circumstance of not losing the control, changes in minority shareholders' equity are taken as an equity transaction. If losing the control, the remaining equity is remeasured at its fair value as of the date control is lost. The difference between the consideration received for the disposal of equity and the sum of the fair value of the remaining equity, minus the proportionate share of net assets that would have been attributed to the original subsidiary from the acquisition date, is recognized as a loss in the current period. If there is goodwill associated with the subsidiary, the amount of goodwill is deducted when calculating the gain or loss on disposal of the subsidiary. Other comprehensive income related to the equity investment in the original subsidiary is accounted for based on the same basis as the direct disposal of assets or liabilities when control is lost. Other equity changes related to the original subsidiary's equity investment, excluding net income, other comprehensive income, and profit distribution, are transferred to the current period's income statement when control is lost.

7.     Accounting method for joint venture arrangement and joint operation

Applicable ¨ Not applicable

Joint arrangement refers to the arrangement jointly controlled by two or more participants. The Group's joint arrangements are classified as Cooperative Enterprises.

Joint venture refers to the Group only enjoying the right of joint venturing arrangement over the net assets.

The Group shall carry out accounting treatment for the investment of joint ventures in accordance with the provisions on the equity method of accounting for long-term equity investment.

– 47 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
8. Determination of cash and cash equivalents
--- ---

Cash refers to the Group's cash on hand and deposits that can be used for payment at any time; cash equivalents refer to the cash held by the Group with short maturity, strong liquidity, and easy conversion to a known amount and the investment of low value changing risks.

9. Foreign currency business and the translation of foreign currency financial statement
Applicable ¨ Not applicable
--- --- --- ---

The Group shall translate the amount of a foreign currency transaction into its functional currency.

For foreign currency transactions, the foreign currency amount is initially recognized by using the spot exchange rate as of the transaction date to translate it into the functional currency amount. The foreign currency monetary items on the balance sheet date shall be translated at the spot exchange rate on the balance sheet date. The resulting converted difference between the settlement and monetary items shall be treated as profit or loss in the current period, except for the difference arising from the special borrowings of foreign currency relating to the acquisition and construction of assets eligible for capitalization is disposed as per the principle of borrowing costs capitalization. The foreign currency non-monetary items measured at the historical cost shall still be translated at the spot exchange rate on the transaction date, of which the amount of functional currency shall not be changed. Foreign currency non-monetary items measured at fair value shall be translated at the spot exchange rate on the date when the fair value is determined. The resulting difference shall be recognized in the current profit or loss or other comprehensive income based on the nature of the non-monetary items.

For overseas operations, the Group translates the financial statements from their functional currency to RMB: for assets and liabilities in the balance sheet, the spot exchange rate as of the balance sheet date is used, while for equity items other than "undistributed profit", the exchange rate as of the transaction date is used. For income and expense items in the income statement, the average exchange rate during the period is used for translation (unless the exchange rate fluctuations make it inappropriate, in which case the spot exchange rate as of the transaction date is used). The translation differences in the foreign currency financial statements obtained with the above-mentioned conversion method are recognized as other comprehensive income. In disposing of overseas operations, other comprehensive income related to the overseas operations shall be transferred to the disposal of current profits and losses, the partial disposal shall be calculated based on the disposal proportion.

The foreign currency cash flow and cash flow of overseas subsidiary shall be translated at the spot exchange rate on the date when the cash flow occurs. The influence of exchange rate fluctuation on cash shall be separately presented as an adjustment item in the cash flow statement.

10. Financial instruments
Applicable ¨ Not applicable
--- --- --- ---

Financial instruments refer to the contracts under which the financial assets of an enterprise are formed and the financial liability or right instruments of any other entity are formed.

Recognition and derecognition of financial instruments

A financial asset or financial liability shall be recognized when the Group becomes a party of financial instrument contract.

– 48 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

A financial asset (or part of it, or a portion of a group of similar financial assets) is derecognized when the following conditions are met, that is, it is written off from its account and balance sheet:

(1) The right to collect the cash flow<br>of financial assets expires;
(2) The right to receive cash flows from financial assets is transferred, or the obligation<br> to pay the full amount of cash flows to third parties in time under the "pass-through agreement" is assumed; and<br> (a) almost all the risks and rewards of financial assets ownership are substantially transferred, or (b) the control over<br> the financial assets is abandoned, although all the risks and rewards are not substantially transferred or retained.
--- ---

Where the responsibility for a financial liability has been fulfilled, revoked or expired, the financial liability will be derecognized. Where the current financial liability is replaced by another financial liability of the same creditor on virtually different terms, or the terms of the current liability are substantially modified, such replacement or modification shall be disposed for derecognition of the original liability and recognition of new liabilities, and the difference shall be included in the current profit and loss.

Financial asset bought and sold by regular means shall be recognized and derecognized in accordance with accounting at the transaction date. Regular way of buying or selling financial assets refers to the collection or delivery of financial assets within the time limit stipulated by regulations or common practices in accordance with the terms of the contract. The trading day is the date on which the Group promises to buy or sell financial assets.

Classification and measurement of financial assets

At the time of initial recognition, the financial assets of the Group are classified as follows according to the Group's business model of managing financial assets and contractual cash flow characteristics of financial assets: financial assets measured at fair value with changes included in current profits and losses, financial assets measured at amortized cost.

In initial recognition, financial assets shall be measured at fair value, but the accounts receivable arising from the sale of goods or provision of services exclude significant financing elements or do not take into account the financing elements of less than one year, and the initial measurement shall be carried out according to the transaction price.

For the financial assets measured at fair value with changes included in the current profits and losses, the transaction expenses thereof are directly recorded into the profits and losses of the current period; for other categories of financial assets, the transaction expenses thereof are included into the initially recognized amount.

Subsequent measurement of financial assets depends on their classification:

Financial assets measured at amortized costs

Financial assets that meet the following conditions simultaneously and are classified as financial assets measured at amortized cost: the business mode for managing the financial assets is to collect the contractual cash flows; as stipulated in the contract terms of the financial assets, the cash flow generated on a specific date is only the payment for principal and interest based on the amount of outstanding principal. Actual interest method is adopted for determining interest income of such financial assets, the profits and losses that arise when such financial assets are terminated, amortized or depreciated, shall be recorded into the profits and losses of the current period.

– 49 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Financial assets measured at fair value with changes included in current profits and losses

The Company classifies the financial assets above other than those measured at amortized cost as financial assets measured at fair value with changes included in current profits and losses. For such financial assets, the fair value is used for subsequent measurement, with all changes in fair value included in the current profits and losses.

Classification and measurement of financial liabilities

The Group's financial liabilities are classified as other financial liabilities when initially recognized, and the related transaction costs of other financial liabilities are included in the initial recognized amount.

Subsequent measurement of financial liabilities depends on their classification:

Other financial liabilities

These financial liabilities are calculated with the actual interest rate method with reference to the amortized cost for subsequent measurement.

Impairment of financial instruments

The group recognizes impairment losses and establishes provisions for expected credit losses on financial assets measured at amortized cost and lease receivables.

For accounts receivable without significant financing components, the Group measures the loss provision based on the expected credit loss amount within the whole duration by using the simplified measurement method.

For lease receivables, the Group chooses to apply a simplified measurement approach, measuring the loss provision based on the expected credit loss amount equivalent to the entire lease term.

For financial assets other than those using simplified measurement method, the Group assesses whether the credit risk has increased significantly since the initial recognition on each balance sheet date. If the credit risk does not increase significantly after initial recognition and is in the first stage, the Group measures the loss reserve according to the amount equivalent to the expected credit loss in the next 12 months, and calculates the interest income according to the book balance and the actual interest rate; if the credit risk has increased significantly since the initial recognition, but the credit depreciation has not occurred and the credit risk is in the second stage, the Group measures the loss reserve according to the amount equivalent to the expected credit loss in the whole duration, and calculates the interest income according to the book balance and the actual interest rate; if credit depreciation occurs after initial recognition and the credit risk is in the third stage, the Group measures the loss reserves according to the amount equivalent to the expected credit loss in the whole duration, and calculates the interest income according to the amortization cost and the actual interest rate. For financial instruments with low credit risk on the balance sheet date, the Group assumes that its credit risk has not increased significantly since initial recognition.

The Group assesses the expected credit loss of financial instruments based on individual and collective assessments. Considering the credit risk characteristics of different customers, the Group assesses the expected credit loss of receivables on the basis of aging combination.

For disclosures regarding the criteria for determining a significant increase in credit risk, definition of incurred credit-impaired assets, and assumptions for measuring expected credit losses, please refer to Note X, 2.

If the Group no longer reasonably expects the cash flow of the financial asset contract to be recovered in whole or in part, the book balance of the financial asset shall be directly written down.

– 50 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Transfer of financial assets

In the event that the Group has transferred nearly all of the risks and rewards related to the ownership of the financial asset to the transferee, it shall stop recognizing the financial asset. In case it has retained nearly all of the risks and rewards associated with the ownership of the financial asset, the financial asset shall not be derecognized.

In the event the Group has neither transferred nor retained almost all the risks and rewards of ownership of financial assets, the following cases shall be considered: if the control of the financial assets is abandoned, the financial assets are derecognized and the assets and liabilities are recognized; if the financial assets are controlled, the relevant financial assets are recognized according to the extent to which they continue to be involved in the transferred financial assets, and the related liabilities are recognized accordingly.

In case it continues to be involved by transferring the financial assets and providing financial guarantee, the assets resulted in are recognized according to any one of the book value of the financial assets and the financial guarantee amount, whichever is lower. The amount of financial guarantee refers to the highest amount of repayment to be demanded among the considerations received.

11.  Notes receivable

Recognition method and accounting treatment method for expected credit loss of notes receivable

¨ Applicable Not applicable

**12.**Accountsreceivables

Recognition method and accounting treatment method for expected credit loss of accounts receivable.

Applicable ¨ Not applicable

For accounts receivable, regardless of whether there is a significant financing component, the Group always measures its loss provision based on the amount equivalent to the expected credit loss during the entire duration.

When individual financial assets cannot be assessed for expected credit losses on a reasonable cost basis, the Group classifies receivables into various portfolios based on their credit risk characteristics. Expected credit losses are then calculated on a portfolio basis, and the determination of the portfolio is based on the following criteria:

Accounts receivable portfolio 1: Receivables for sales proceeds, supplier service fees, rent, project payments, and other amounts.

Accounts receivable portfolio 2: Receivables from related parties. Accounts receivable portfolio 3: Intra-group receivables.

For accounts receivable divided into the portfolio, the Group prepares a comparison table between the aging/days overdue of accounts receivable and the expected credit loss rate in the whole duration to calculate the expected credit loss by referring to the experience of historical credit loss and combining the current situation and the forecast of future economic situation.

**13.**Receivablesfinancing

¨ Applicable Not applicable
– 51 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

**14.**Other receivables

Recognition method and accounting treatment method of expected credit loss of other receivables

Applicable ¨ Not applicable

Other receivables are segmented into several portfolios based on their credit risk characteristics. The determination of portfolio composition for other receivables is as follows:

Other receivables portfolio 1: Receivables for various types of deposits, guarantees, purchases, and store reserve funds.

Other receivables portfolio 2: Receivables from related parties.

Other receivables portfolio 3: Other receivables.

Other receivables portfolio 4: Intra-group receivables.

For other receivables, factored receivables, loans granted, and advances that are grouped together, the Group calculates the expected credit losses based on default risk exposure and the expected credit loss rate over the next 12 months or the entire lease term.

15.   Inventories

Applicable ¨ Not applicable

The inventories include raw materials, finished goods, and low-value consumables.

The initial measurement of inventory shall be made at its cost. The costs of the inventory include purchasing cost, processing cost and other costs. For outgoing inventory, the actual cost of raw materials, food supplies, clothing, and perishable goods is determined using the moving weighted average method; while the actual cost of processed inventory is determined using the moving weighted average method. Amortization method is adopted for the amortization of low priced and easily worn articles and packing materials.

The perpetual inventory system is used as the inventory taking method.

The cost or the net realizable value, whichever is lower, is calculated on the balance sheet date. When the inventory cost is higher than its NRV, inventory reserves shall be made, and shall be included in the current profits and losses. If the influencing factors of the inventory falling price reserves have been eliminated, and the net realizable value of the inventories is higher than the book value of the inventories, the amount of the previously written down amount will be recovered in the amount of the provision for the depreciation of the insured inventory. The amount reversed is included in the current profit and loss.

The net realizable value refers to in the daily business activity the amount after deducting the estimated cost of completion, estimated sale expense and relevant taxes from the estimated sale price of inventories. When providing for inventory write-down, it is done based on the category of inventory.

**16.**Contractassets

(1).   Recognition methods and standards for contract assets

¨ Applicable Not applicable

(2).   Recognition method and accounting treatment method of expected credit loss of contract assets

¨ Applicable Not applicable
– 52 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
  1. Assets held for sale
Applicable ¨ Not applicable

Classification and measurement of non-current assets or disposal groups held for sale

The Group mainly classifies it into the held-for-sale category by selling (including non-monetary assets exchange with commercial substance, the same below) instead of continuing to use a non-current asset or disposal group to recover its book value.

The aforementioned non current assets do not include investment properties which are subsequently measured by fair value model, biological assets which are measured by net amount of fair value minus selling expenses, assets formed by employee compensation, financial assets, deferred income tax assets and rights arising from insurance contracts.

Disposal group refers to a group of assets that are disposed together through sale or other means in a transaction, and the liabilities directly related to these assets transferred in the transaction. The disposal group includes goodwill acquired in business combination under specific circumstances.

The Company divides the non-current assets or disposal groups meeting the following conditions into held-for-sale types: the non-current assets or disposal groups can be sold immediately in current circumstances according to the rules of selling this kind of assets in similar transactions or conventions of disposal group; highly possible to be sold, that is, resolution has been made for one sales plan and certain purchase commitment has been obtained and sales is anticipated to be completed within one year. If the Group loses control over its subsidiaries due to the sale of the investment in these subsidiaries, whether or not it retains part of the equity investment after the sale, the investment in subsidiaries to be sold satisfies the conditions for held-for-sale type. In some financial statements, the investment is divided into held-for-sale types, and all assets and liabilities of its subsidiaries are classified into held-for-sale types in the consolidated financial statements.

In the initial measurement or re-measurement of the non-current assets or disposal groups held for sale on the balance sheet date, the difference between the book value and the net value after the sales amount are deducted from the fair value (the book value is higher than the net value) is recognised as asset impairment loss. For the amount of the asset impairment loss recognized by the disposal group held for sale, the goodwill book value of disposal group shall be deducted first, then book value of disposal group shall be deducted according to the proportion of the book values of various non-current assets measured in the disposal group.

If the fair value of non-current assets or disposal groups held for sale on the balance sheet date is less than the net value of the sale expenses, the amount of previous write-down shall be restored and transferred back within the impairment loss of assets recognized after being classified as held for sale. The amount transferred shall be included in the current profits or losses. The book value of goodwill that has been deducted cannot be reversed.

Non-current assets held for sale and the non-current assets in the disposal group held for sale are not subject to depreciation or amortization. Interests and other expenses of liabilities in the disposal group held for sale continue to be recognized. As for all or part of the investment of the associate or joint venture classified as held for sale, the part classified as held for sale shall be accounted with the equity method, and the retained part (not classified as held for sale) shall continue to be accounted with the equity method; the equity method shall be stopped if the Group loses a significant impact on associates and joint ventures due to a sale.

– 53 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

When a non-current asset or disposal group is classified as held for sale, but later no longer meets the conditions for classification of held-for-sale types, the Group will stop classifying it as held for sale and measure it subject to the lower of the following two amounts:

The book value of the said asset or disposal group is deemed as the amount adjusted as per the depreciation,<br>amortization or impairment that needs to be recognized on the assumption that it is not classified as held for sale;
Recoverable amount.
---

**18.**Debtinvestment

The determination method and accounting treatment for expected credit losses on debt investments

Applicable ¨ Not applicable

The Group calculates expected credit losses based on default risk exposure and the expected credit loss rate over the next 12 months or the entire lease term, depending on the nature of the investment, counterparty, and various types of risk exposures.

**19.**Othercreditor investments

The determination method and accounting treatment for expected credit losses on other debt investments

¨ Applicable Not applicable

**20.**Long-termreceivables

The determination method and accounting treatment for expected credit losses on long-term receivables

Applicable ¨ Not applicable

For lease receivables within long-term receivables, regardless of whether they contain significant financing components, the Group measures the provision for credit losses based on the expected credit loss amount equivalent to the entire lease term. Any increase or reversal in the provision for credit losses formed as a result is recognized as impairment loss or gain in the current period's income statement.

21.   Long-term equity investment

Applicable ¨ Not applicable

Long-term equity investment includes equity investment in subsidiaries, cooperative enterprises and joint ventures.

– 54 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Long-term equity investment shall be initially measured as the initial investment cost when it is obtained. For the long-term equity investment obtained through business combination under the same control, the share of the book value of the equity of the merged party in the final controlling party's consolidated financial statements obtained on the combination date shall be taken as the initial investment cost; the difference between the initial investment cost and the book value of the combination consideration shall be adjusted to the capital reserve (if it is insufficient to offset, the retained earnings shall be offset). Other comprehensive income before the merger date shall be accounted for on the same basis as the investee's direct disposal of related assets or liabilities when disposing of the investment. Shareholders' equity recognized due to changes in Shareholders' equity other than net profit and loss, other comprehensive income and profit distribution of the investee shall be transferred to the current profit and loss when the investment is disposed of, wherein those that are still long-term equity investments after disposal are carried forward in proportion, and those that are converted into financial instruments after disposal are carried forward in full. For long-term equity investment obtained through a business combination not under the same control, the merger cost shall be used as the initial investment cost (if a business combination not under the same control is realized step by step through multiple transactions, the book value of the equity investment of the acquiree held before the purchase date shall be used. The sum of the new investment cost on the purchase date shall be the initial investment cost). Combination costs include the sum of the assets paid by the purchaser, the liabilities incurred or assumed, and the fair value of the equity securities issued. The other comprehensive income recognized by the equity method that is held before the purchase date is accounted for on the same basis as the investee's direct disposal of related assets or liabilities when disposing of the investment, as the investee removes net gains and losses, Shareholders' equity confirmed by changes in other Shareholders' equity other than other comprehensive income and profit distribution shall be transferred to the current profits and losses when the investment is disposed of, wherein those that are still long-term equity investments after disposal are carried forward in proportion, and those that are converted into financial instruments after disposal are carried forward in full. The accumulated fair value changes of equity investments held prior to the date of acquisition, accounted for as financial instruments and recorded in other comprehensive income, are fully transferred to retained earnings upon adoption of the cost method for accounting. For long-term equity investments acquired through means other than business combinations, the initial investment cost is determined as follows: for investments acquired by paying cash, the actual purchase price, along with directly related expenses, taxes, and other necessary expenditures, are considered as the initial investment cost; for investments acquired through the issuance of equity securities, the fair value of the equity securities at the time of issuance is considered as the initial investment cost.

In the event the Company can exert significant influence over the investee, the cost method shall be employed in some financial statements of the Company. Control refers to the control power over the investors. Through the control, the investor can obtain variable returns by participating in relevant activities of the investor and can wield influence upon the return amount by using the control power to the investor.

The price of a long-term equity investment measured by employing the cost method shall be included at its initial investment cost. If there are additional investments or disinvestments, the long-term equity investment cost shall be adjusted. The dividends or profits declared to be distributed by the investee shall be recognized as the current investment income.

For investees over which the Group has joint control or significant influence, long-term equity investments are accounted for using the equity method. Joint control refers to the control of a specific arrangement, whose activities have to be decided with the consensus by all participants sharing control rights, according to related agreements. Significant influence refers to the investor's right of participation in the decisions of financial and operational policies of the investee, not including the right to control, or jointly control with other participants.

Where the initial cost of a long-term equity investment calculated with the equity method is more than the investing enterprise' attributable share of the fair value of the invested entity's identifiable net assets for the investment, it is included in the initial cost of the long-term equity investment. Where the initial cost of a long term equity investment is less than the investing enterprise' attributable share of the fair value of the invested entity's identifiable net assets for the investment, the difference shall be included in the current profits and losses and the cost of the long-term equity investment shall be adjusted simultaneously.

When the equity method is applied, after the investor obtains a long-term equity investment, it shall, in accordance with the attributable share of the net profits or losses and other comprehensive income proportions of the investee, recognize the investment profits or losses and other comprehensive income and adjust the book value of the long-term equity investment. Confirming the share of the net profit or loss of the investee is based on the fair value of the investee's identifiable assets at the time of obtaining the investment. In accordance with the Group's accounting policies and accounting periods and after the internal transaction gains and losses that occur between the joint ventures and affiliated businesses, the proportion that should be enjoyed by the investor shall be measured (but if the internal transaction losses are the asset impairment losses, the amount shall be fully confirmed), and recognized after the net profit of the investee is adjusted, except for the assets that are invested or sold to constitute businesses. The investing enterprise shall, in the light of the profits or cash dividends declared to distribute by the invested entity, calculate the proportion it shall share, and shall reduce the book value of the long-term equity investment correspondingly. The Group recognizes the net losses incurred by the investee, limiting the recognition to the carrying amount of the long-term equity investment and any other long-term equity interests that essentially represent a net investment in the investee. However, the Group is not limited to the extent of the loss to the carrying amount of the investment if it has an additional obligation to cover the losses. Where any change is made to the shareholder's equity other than the net profits and losses, other comprehensive income, and profit distribution of the investee, the book value of the long-term equity investment shall be adjusted and included in the shareholder's equity.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

When disposing a long-term equity investment, the balance between its book value and the actual purchase price shall be included in the current profits and losses. For the long-term equity investment accounted for using the equity method, if the equity method is terminated, the related comprehensive income calculated by the original equity method is calculated with the same accounting method the investee uses to directly dispose its related assets or liabilities. The Shareholder' equity recognized due to the changes in other Shareholder's equity of the investee is fully transferred into the current profit and loss, except for the net profit or loss, other comprehensive income and profit distribution; if the equity method is still adopted, the related comprehensive income calculated by the original equity method is put under accounting treatment on the same basis the investee disposing related assets or liabilities, and transferred to the current profit and loss in proportion. The Shareholder' equity recognized due to the changes in other Shareholder's equity of the investee is transferred into the current profit and loss, except for the net profit or loss, other comprehensive income and profit distribution.

**22.**Investmentproperties

(1).   In case cost calculation model is adopted:

Depreciation or amortization method

The investment properties refer to the properties held for earning the rent or capital appreciation or for both of them, including the leased buildings.

The initial measurement of the investment properties shall be made at its cost. Subsequent expenditures relating to investment properties are included in the cost of the investment properties in the event that the economic benefits associated with the asset are likely to flow in and the cost can be reliably measured. Otherwise, it shall be included in the current profit and loss when actually incurred.

The Group takes the cost model for subsequent measurement of investment properties and provides depreciation or amortization using the depreciation methods applied to buildings and structures within fixed assets.

**23.**Fixedassets

(1). Recognition conditions

Applicable ¨ Not applicable

Fixed assets shall be recognized only when it is probable that the economic benefits associated with it will flow to the Group and its costs can be measured reliably. Subsequent expenditure regarding the fixed assets, if it meets the recognition conditions, is included in the cost of the fixed assets, and the carrying amount of the replaced portion is derecognized; otherwise, it is included in the current profit or loss.

The initial measurement of fixed assets shall be made at their cost. The costs for the acquisition of fixed assets include the buying price, relevant expenses of taxation, other expenses that may be directly assigned to such assets before making the fixed assets reach expected use conditions.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(2). Depreciation method
--- ---
Applicable ¨ Not applicable
--- --- --- ---
**** **** **** **** **** Annual
--- --- --- --- --- ---
**** Depreciation Depreciation Residual **** depreciation
Category method period value rate **** rate
(year)
Houses and buildings Straight-line <br> method 20-35 5 % 2.71-4.75%
Machinery and equipment Straight-line <br> method 5-10 5 % 9.5-19%
Transportation equipment Straight-line <br> method 5-10 5 % 9.5-19%
Electronic equipment and tool appliances Straight-line <br> method 5 5 % 19%

The Group shall, at least at the end of each year, take a check on the useful life, expected net salvage value, and the depreciation method of the fixed assets, and adjust them when necessary.

(3). Recognition basis of fixed assets acquired under financial lease, valuation and depreciation methods
¨ Applicable Not applicable
--- --- --- ---
24. Construction in progress
--- ---
Applicable ¨ Not applicable
--- --- --- ---

The cost of work in progress is determined based on the actual construction expenses incurred, including necessary construction expenses and other related costs incurred during the construction period.

When work in progress reaches the predetermined usable state, it is transferred to fixed assets, intangible assets, and deferred expenses.

25. Borrowing costs
Applicable ¨ Not applicable
--- --- --- ---

Borrowing cost refers to interest and other related costs incurred by the Group as a result of borrowings, including interest on borrowings, amortization of discounts or premiums, ancillary expenses, and exchange differences arising from foreign currency borrowings. Borrowing costs are recognized in the current period's income statement.

26. Biological assets
Applicable ¨ Not applicable
--- --- --- ---

The productive biological assets refer to biological assets held for the purpose of producing agricultural products, rendering services, or leasing, including economic forests. The initial measurement shall be made to the productive biological assets at its cost For self-generated productive biological assets, the cost includes necessary expenditures such as fertilizer costs, labor expenses, and allocated indirect costs incurred before reaching the predetermined production and operational objectives.

Productive biological assets are depreciated with the straight-line depreciation method over their useful lives from the date when they reach their intended production and operation purposes.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

The service life, estimated residual value rate, and annual depreciation rate for different types of productive biological assets are as follows:

Estimated
Estimated net residual Annual
Category service life value rate depreciation
Mature persimmon trees 20 years 5 % 4.75 %

The service life and estimated residual value of productive biological assets are determined based on historical experience. The Group is required to recheck the service life, expected net residual value, and depreciation method of productive biological assets at the end of the year, and any change of them will be treated as accounting estimate. Disposal consideration amount from sale, inventory loss, death or damage of productive biological assets shall be included in current profits and losses after deducting the book value and related taxes.

Impairment

The Group shall inspect productive biological assets at least at the end of each annual period. If there is conclusive evidence that due to natural disasters, pests, animal diseases, or changes in market demand, the recoverable amount of the productive biological assets is lower than their carrying amount, the difference between the recoverable amount and the carrying amount is recognized as a provision for impairment of biological assets and recorded as a current period loss.

Once the provision for impairment of a productive biological asset is made, it shall not be reversed.

27.  Oil and gas assets

¨ Applicable Not applicable

28.   Right-of-use assets

Applicable ¨ Not applicable

The Group's right-of-use assets primarily include buildings and structures.

On the lease commencement date, the Group will recognize its right to use lease assets, including the initial measurement amount of lease liabilities, lease payments made on or before the lease commencement date (adjusted for any lease incentives already enjoyed), initial direct costs incurred by the lessee, and the estimated costs of dismantling, removing, or restoring the leased assets and the leased premises to their original condition, as specified in the lease agreement. The Group uses the straight-line method to depreciate the right-of-use assets subsequently. Where it is reasonably certain that ownership of the leased assets will be obtained at the end of the lease term, the Group depreciates the leased assets over their remaining useful lives. If the ownership of the leased asset can not be reasonably confirmed on the lease term expiry, the accrual depreciation of the Group shall be conducted within the shorter of two periods, namely the lease term and the remaining service life of lease asset.

The Group shall re-measure lease liabilities according to the present value of the changed lease payments and adjust the book value of the right-of-use assets accordingly. However, if the carrying amount of the right-of-use assets is reduced to zero, yet there is still a further reduction in the measurement of the lease liabilities, the Group recognizes any remaining amount of the remeasurement in profit or loss for the period.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

29.   Intangible assets

(1).  Valuation method, service life and impairment test

Applicable ¨ Not applicable

Intangible assets are recognized only when it is probable that the economic benefits associated with it will flow to the Group and its costs can be measured reliably. The cost is used for initial measurement. However, if the fair value of the intangible assets acquired through business combination not under the same control can be reliably measured, such asses are individually recognized as intangible assets and measured at fair value.

The useful life of intangible assets is determined according to the period in which they can bring economic benefits to the Group. If it is impossible to foresee whether the period in which economic benefits can be brought to the Group, such assets are deemed as intangible assets.

The service lives of various intangible assets are as follows:

Category Service life Amortization method
Land use right 40 years Straight -Line method of amortization
Software 5 years Straight -Line method of amortization
Patent right and non-patent technology 10 years Straight -Line method of amortization
Sales network 10 years Straight -Line method of amortization

The acquired land use rights obtained by the Group are usually accounted for as intangible assets. With respect to the buildings and structures that are self-developed and self-constructed, the related land use rights and the buildings are accounted for as intangible assets and fixed assets, respectively. In the case of purchased land and buildings, the paid prices are distributed between the land use rights and the buildings. Where it is difficult to allocate reasonably, all of such costs are disposed as fixed assets.

Intangible assets with limited service life shall be amortized using straight-line method in service life. At the end of each year, the Group shall verify the estimated service lives and amortization methods of the intangible assets with limited service life and make adjustment when needed.

(2).   Accounting policy for expenditures of internal research and development

Applicable ¨ Not applicable

The expenditures for internal research and development projects of the Group are classified into research expenditures and development expenditures. The expenditure occurred during the research stage shall be included in the profits/losses of current period when it occurs. The expenditure at the stage of development shall be capitalized only if the following conditions are met simultaneously: technically feasible to complete the intangible assets so that they can be used or sold; having the intention to use and sell the intangible assets; the ways for economic benefits of intangible assets, including proving that the market exists for the products manufactured by such intangible assets, or that the intangible assets have own market, and proving that the serviceability of intangible assets if they are used internally; having sufficient technical and financial resources and other resource supports to complete the development of such intangible assets and having the ability to use or sell such intangible asset; the expenditure attributable to the development stage of such intangible asset can be measured reliably. The development expenditure not meeting the conditions above is included in the current profits and losses when it occurs.

30.   Impairment of long-term assets

Applicable ¨ Not applicable
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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

For impairment of assets other than inventory, deferred taxes, and financial assets, the Group determines the impairment with the following methods:

The Group judges whether there is any indication that the assets may be impaired on the balance sheet date. If there is any indication of impairment, the Group will estimate the recoverable amount and conduct impairment test. No matter whether there is any sign of possible assets impairment, the goodwill formed by the merger of enterprises shall be subject to impairment test at the end of each year. The intangible assets that are not yet ready for use are also put under annual impairment test.

The recoverable amount shall be determined in light of the higher one of the net amount of the fair value of the assets minus the disposal expenses and the present value of the expected future cash flow of the assets. Generally, the Group estimates the recoverable amount based on single assets. Where it is not possible to estimate the recoverable amount of single assets, the recoverable amount of the asset group to which the asset belongs is recognized. The recognition of an asset group is based on whether the major cash inflow generated by the asset group is independent of the cash inflows of other assets or asset groups.

When the recoverable amount of an asset or asset group is lower than its carrying amount, the Group reduces its carrying amount to the recoverable amount, include the write-down amount in the current profit and loss, and make the corresponding provision for asset impairment.

The Group shall, at the end of each year, examine the consumptive biological assets and productive biological assets. If any well established evidence indicates that the realizable net value of any consumptive biological asset or the recoverable amount of any productive biological asset is lower than its book value as a result of natural disaster, plant diseases and insect pests, animal disease or change of market demand, the enterprise shall, based on the difference between the realizable net value or the recoverable amount and the relevant book value, make provision for the loss on decline in value of or for the impairment of the biological asset and shall recognize it as current losses.

If the factors affecting the impairment of the expendable biological asset have disappeared, the amount of the written-down shall be restored and reversed within the amount of the original provision for the decline in value, and the reversed amount is recognized in the current profits and losses. Once the provision for impairment of a productive biological asset is made, it shall not be reversed.

For the test of goodwill impairment, it shall, as of the purchasing day, apportion the carrying value of the business reputation formed by business combination to the relevant asset groups by a reasonable method. Where it is difficult to do so, it shall be apportioned to the relevant combinations of asset groups. The related asset group or combination of asset groups shall be the asset group or combination of asset groups that can benefit from the synergy effect of enterprise merger, and shall be no greater than the reporting segments determined by the Group.

When making an impairment test on the relevant asset groups or combination of asset groups containing goodwill, if any evidence shows that the impairment of asset groups or combinations of asset groups is possible, the Company shall first make an impairment test on the asset groups or combinations of asset groups not containing business reputation, calculate the recoverable amount, and recognize the corresponding impairment loss. Then perform impairment tests on the related asset group or portfolio of asset groups containing goodwill and compare its book value with the recoverable amount. If the recoverable amount is lower than the book value, the amount of impairment loss shall be apportioned to the book value of goodwill of the corresponding asset groups or portfolio of asset groups in the first place. Then according to the proportion of the book value of other assets, excluding the goodwill, with respect to the corresponding asset groups or portfolio of asset groups, the book value of the said assets shall be deducted.

Once the assets impairment loss above is confirmed, it shall not be reversed in the future accounting periods.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

**31.**Long-term deferredexpenses

Applicable ¨ Not applicable

The store decoration and improvement expenses can be divided into two categories: the first category includes expenses for the decoration and improvement of operating and office premises before opening a new store, and the second category includes expenses for secondary (or subsequent) decoration and improvement of already opened stores. The expenses for the decoration and improvement of a new store are amortized on a straight-line basis within the shorter of the estimated maximum benefits period (10 years) and the lease term. The expenses for secondary (or over) decoration and improvement of already opened stores are amortized on a straight-line basis within the shorter of the estimated maximum benefits period (5 years) and the remaining lease term. At the end of each year, the remaining service life of deferred expenses is reviewed. If a deferred expense item no longer provides future benefits in subsequent accounting periods, the remaining unamortized balance of that item is recognized as a current period loss.

32.  Contract liabilities

(1). Recognition method for contract liabilities

Applicable ¨ Not applicable

The Group shall list the contract liabilities in the balance sheet according to the relationship between performance obligations and customer payment.

The contract liabilities refer to obligations to transfer goods or services to customers for which consideration has been received or is receivable from the customer before transferring the promised goods or services.

33.   Employee Compensation

Employee salary refers to the remuneration or compensation, except for share payment, offered by the Group for the purpose of acquiring the services provided by the employees or terminating employment relationships. Employee remuneration mainly includes short-term salaries, post-employment welfare, dismission welfare and other long-term employee welfare. Welfare provided by the Group for employees' spouses, children and dependents, family members of deceased employees and other beneficiaries is also part of employee salaries.

(1).  Accounting methods for short-term compensation

Applicable ¨ Not applicable

The Company confirms the actually occurred short-term salaries as liabilities during the accounting period that the staff provides service for the Company, and accounts them into profits and losses of the current period or relevant asset costs.

(2).  Accounting method for post-employment welfare

Applicable ¨ Not applicable

Post-employment welfare (defined contribution plans)

The Group's employees participate in pension insurance and unemployment insurance managed by the local government. The corresponding expenses are recognized as relevant asset costs or current-period expenses when they are incurred.

(3).  Accounting method for dismission welfare

Applicable ¨ Not applicable
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APPENDIX<br> II FINANCIAL INFORMATION OF THE TARGET GROUP

Severance benefits

When providing dismissal welfare to employees, the Group shall early confirm the employee salaries generated from dismiss welfare as liability and include it into current profits and losses under the following two situations: the enterprise cannot withdraw the dismissal welfare generated from plan for termination of labor relationship or layoff proposal; the enterprise confirms relevant cost and expense related to the recombination of dismiss welfare payment.

(4). Other accounting method for long-term employee welfare
¨ Applicable Not applicable
--- --- --- ---
34. Lease Liability
--- ---
Applicable ¨ Not applicable
--- --- --- ---

On the lease commencement date, the present value of lease payments not yet paid is recognized as lease liability, except for short-term leases and leases of low-value assets. When calculating the present value of lease payments, the Group uses the implicit interest rate of the lease as the discount rate; if the implicit interest rate of the lease cannot be determined, the Lessee's incremental borrowing rate shall be used as the discount rate. The Group calculates the interest expense of the lease liabilities in each period of the lease term based on the fixed periodic interest rate and includes it into the current profits and losses, unless otherwise stipulated to be included in the cost of related assets. Variable lease payments that are not included in the measurement of lease liabilities are included in the current profits and losses when they are actually incurred, unless otherwise stipulated to be included in the cost of related assets.

After the commencement date of the lease term, when there is a change in the substantial fixed payment amount, a change in the estimated amount payable of the guaranteed residual value, a change in the index or ratio used to determine the lease payment amount, or a change in the evaluation result or actual exercise of the purchase option, renewal option or termination option, the Group re-measures the lease liabilities based on the present value of the changed lease payments.

35. Provision
Applicable ¨ Not applicable
--- --- --- ---

Except for contingent consideration and contingent liabilities assumed in a business combination under common control, when the obligations related to contingent matters meet the following conditions, they are recognized as estimated liabilities by the Group:

(1) This obligation is the current obligation of the Group;
(2) It is likely to cause any economic benefit to flow out of the Group as a result of performance of the obligation;
--- ---
(3) The amount of the obligation can be measured reliably.
--- ---

Estimated liabilities are initially measured in accordance with the best estimate of the expenditure required to perform the relevant current obligations, taking into account factors such as risks, uncertainties and time value of money associated with contingent events. The Company shall check the book value of the estimated debts on each balance sheet date. Where there is any exact evidence indicating that the book value cannot really reflect the current best estimate, the Company shall adjust the book value in accordance with the current best estimate.

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APPENDIX<br> II FINANCIAL INFORMATION OF THE TARGET GROUP
36. Share-based Payments
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Share-based payment is divided into equity-settled share-based payment and cash-settled share-based payment. Equity-settled share-based payment refers to a transaction settled by the Group with shares or other equity instruments as the consideration for obtaining services.

Equity-settled share-based payment in exchange for services provided by employees is calculated at the fair value of the equity instruments granted to employees. For equity instrument that are exercisable immediately after being granted, the relevant costs or expenses are recognized based on fair value on the grant date, increasing the capital surplus. For equity instrument that can only be exercised after a specified service period or upon achievement of specified performance conditions, during the service period, for each balance sheet date within the waiting period, the services acquired during the period are recognized as related costs or expenses, increasing the capital surplus, based on the best estimation of the number of equity instruments expected to be exercised, using the fair value on the grant date. The fair value of equity instruments is determined based on the ex-right closing price on the grant date.

Share-based payments that are not ultimately exercised due to non-satisfaction of non-market conditions and/or service period conditions are not recognized as costs or expenses. If market conditions or non-exercisable conditions are specified in the share-based payment agreement, the share-based payment is considered to be exercisable as long as all other performance conditions and/or service period conditions are met, regardless of whether the market conditions or non-exercisable conditions are satisfied.

If the terms of equity-settled share-based payments are modified, at least the obtained services are recognized as if the terms were not modified. In addition, any modification that increases the fair value of the granted equity instrument, or a change in favor of the employee on the modification date, recognizes an increase in the acquisition of services.

If the terms of equity-settled share-based payments are canceled, it will be treated as an accelerated exercise on the cancellation date and the unconfirmed amount will be immediately recognized. If the employees or other parties are to meet non-vesting conditions but they do not meet the conditions in vesting period, the Company will cancel the equity-settled share-based payment as the treatment. However, if a new equity instrument is granted to an employee, and on the granting date, it is determined that the new equity instrument granted is used to replace the canceled equity instrument, the granted replacement equity instrument shall be treated in the same way as the modifications of the original equity instrument terms and conditions are treated.

37. Preference shares, perpetual capital securities and otherfinancial instruments
¨ Applicable Not applicable
--- --- --- ---
38. Revenue
--- ---
(1). Accounting policy for income recognition and measurement
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Revenues from contracts with customers

The Group confirms the incomes while performing the obligations in the contract, namely obtaining control right of relevant commodities or services from customers. Obtaining control of the related goods or services refers to one can direct the use of the goods or provision of services and obtain almost all economic benefits from the goods.

Sales contract

The sales contract between the Group and the client generally includes only the performance obligations of goods transfer. The Group, under normal conditions, recognizes revenue at the point in time when the customer obtains control of the related goods, which is usually the point of delivery as specified in contract. This recognition is based on the comprehensive consideration of the following factors: the present right to receive payment for the goods, the transfer of the primary risks and rewards associated with ownership of the goods, the transfer of legal ownership of the goods, the physical transfer of the goods, and the customer's acceptance of the goods.

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APPENDIX<br> II FINANCIAL INFORMATION OF THE TARGET GROUP

Provision of service contract

In the service contracts between the Group and its customers, which usually include provisions for display services, warehousing services, maintenance, and other performance obligations, the Group recognizes revenue based on the progress of performance during a specific period. This is because the customer simultaneously receives and consumes the economic benefits from the Group's performance, and the Group has the right to invoice for the cumulative amount of completed performance during the entire contract period, treating it as a performance obligation fulfilled during a certain period. Revenue is recognized based on the progress of performance, except where the progress of performance cannot be reasonably determined. The Group determines the progress of performance for providing services based on the time schedule. Where the performance progress cannot be reasonably determined and the cost incurred of the Group is expected to be compensated, the revenue shall be recognized according to the cost incurred until the performance progress can be reasonably determined.

Construction contract

The construction contracts between the Group and customers usually include obligations for construction and decoration works. As the customers have control over the construction assets during the performance period, the Group recognizes revenue based on the progress of performance, except when the progress cannot be reasonably determined. The Group determines the progress of providing services based on the input method. Where the performance progress cannot be reasonably determined and the cost incurred of the Group is expected to be compensated, the revenue shall be recognized according to the cost incurred until the performance progress can be reasonably determined.

Variable consideration

Some contracts between the Group and customers include arrangements for reward points, forming variable consideration. The Group determines the best estimate of variable consideration based on either the expected value or the most likely amount to be realized. However, the transaction price that includes variable consideration does not exceed the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur, once the related uncertainty is resolved.

Sales return terms

For sales with sales return provisions, when the Group transfers control of the relevant goods to the customer, revenue is recognized based on the amount expected to be entitled for transferring the goods to the customer. The expected amount to be refunded due to sales returns is recognized as a provision for expected liabilities. Simultaneously, an asset is recognized for the expected cost of goods to be returned, which is calculated as the difference between the book value of the goods to be returned and the estimated costs (including the value impairment) associated with returning the goods. The net amount is recorded as a receivable for return cost. The cost is then recognized by deducting the net amount from the book value of the transferred goods. On each balance sheet date, the Group reassesses the future sales return situation and re-measures the aforementioned assets and liabilities.

Reward points program

The Group grants reward points to customers when selling goods or providing services. Customers can use these points to redeem free or discounted goods or services. The reward points program provides significant rights to customers, which are recognized by the Group as a separate performance obligation. Revenue is allocated based on the relative proportion of the standalone selling price of goods or services provided and the reward points and is recognized when customers obtain control over the points or when the points expire.

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APPENDIX<br> II FINANCIAL INFORMATION OF THE TARGET GROUP

Main responsible person/agent

When the Group acquires goods from third parties and subsequently transfers them to customers, the Group exercises control over the goods, making it the primary obligor. Revenue is recognized based on the total consideration received or receivable. Otherwise, the Group is an agent, and the revenue shall be recognized based on the amount of commission or handling fee that is expected to be charged, and such amount shall be determined based on the net amount of the total consideration received or receivable after deducting the prices payable to other related parties or according to the established commission amount or proportion.

(2). Different accounting policies for revenue recognition due to<br>different business models adopted by similar businesses
¨ Applicable Not applicable
--- --- --- ---
39. Contract Cost
--- ---
¨ Applicable Not applicable
--- --- --- ---
40. Government Subsidy
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Governmental subsidies are recognized when they meet the conditions attached to and can be received. Where the governmental subsidiaries are monetary assets, they are measured according to the amount received or receivable. If the governmental subsidies are non-monetary assets, they shall be measured at their fair value. If their fair value cannot be obtained in a reliable way, they shall be measured at the nominal amount.

Government subsidies used for purchasing or forming long-term assets are recognized as government grants related to assets when the fundamental conditions for obtaining the subsidies are met, as specified in government documents. If the government documents do not provide clear guidance, grants that are based on the condition of purchasing or forming long-term assets are considered as government grants related to assets, while others are recognized as government grants related to revenue.

The Group recognizes received government grants based on their total amount.

Where the governmental subsidy related to the proceeds is used to compensate relevant costs or losses in the later period, the subsidy is recognized as deferred proceeds when acquired, and accounted into profits and losses of the current period during the period of recognition; where it is used to compensate the occurred costs or losses, it is directly into profits and losses of the current period directly.

Government subsidies related to assets shall be recognized as deferred income, which shall be included in profits and losses by stages according to a reasonable and systematic method within the service life of the relevant assets (but the government subsidies measured according to the nominal amount shall be directly included in the current profits and losses). If the relevant assets are sold, transferred, scrapped or damaged before the end of the service life, the undistributed balance of relevant deferred income shall be transferred into the profits and losses of the current period of asset disposal.

41. Deferred tax assets/deferredtax liabilities
Applicable ¨ Not applicable
--- --- --- ---

Income tax comprises current and deferred income taxes. Except for the adjusted goodwill caused by the business merger, or the business accounted directly into the shareholder's equity, or the relevant accounted into the shareholder' equity, all the income tax expense or revenue shall be accounted into the current profits and losses.

– 65 –
APPENDIX<br> II FINANCIAL INFORMATION OF THE TARGET GROUP

The current income tax liabilities or assets of the Group incurred during the current period and previous periods are measured based on the expected amount of income tax payable or refunded in accordance with the provisions of the tax law.

Regarding the temporary difference between the book value and tax base of assets and liabilities on the balance sheet date and of the item that is not recognized as an asset and liability but whose tax base can be determined in accordance with the tax law, the deferred income tax of the Group is recorded using the balance sheet liability method.

All taxable temporary differences are recognized as deferred tax liabilities,

(1) except when the taxable temporary differences arise from the following transactions: the initial recognition<br>of business reputation, and the initial recognition of assets or liabilities arising from the following transactions which are simultaneously<br>featured by the following: the transaction is not business combination, and at the time of transaction, the accounting profits will not<br>be affected, nor will the taxable amount or the deductible loss be affected.
(2) The turning-back time of the temporary difference of taxable relevant to the investment of subsidiaries,<br>cooperative enterprises and joint ventures can be controlled, or the temporary difference will not turn back at a very high possibility<br>in a foreseeable future.

As for any deductible temporary difference, and deductible loss or tax deduction that can be carried forward to the next year, the corresponding deferred income tax assets shall be determined to the extent that the amount of future taxable income to be offset by the deductible temporary difference, and deductible loss or tax deduction to be likely obtained. Unless:

(1) Temporary differences that are deductible arise from transactions that are not business combinations and<br>do not affect accounting profits or taxable income or deductible losses.
(2) As for the deductible temporary difference of taxable relevant to the investment of subsidiaries, cooperative<br>enterprises and joint ventures, the corresponding deferred income tax assets can be recognized when it can simultaneously meet the following<br>the conditions: the temporary difference is likely to turn back, and the amount of the taxable can be obtained to offset the deductible<br>temporary difference at a high possibility in the future.
--- ---

According to the tax law, on the balance sheet date, the deferred income tax assets and the deferred income liabilities shall be measured by the Group in accordance with the applicable tax rate during the period of recovering the assets as estimated or paying off the abilities, and it shall reflect the effect of the income tax of the recovering assets as estimated or the way of paying off the liabilities on the balance sheet date.

On the balance sheet date, the Group rechecks book value of deferred income tax assets of the Group. If it is unlikely to obtain sufficient taxable income taxes to offset the benefit of the deferred income tax assets, the book value of the deferred income tax assets shall be written down. On the balance sheet date, the Group reassesses the unrecognized deferred income tax assets and recognizes the deferred income tax assets within the limits that it is probable that sufficient taxable income is available for all or part of the deferred income tax assets.

If the following conditions are met simultaneously, the Company will present and report the deferred income tax assets and the deferred income tax liabilities at a net amount after offsetting: the Company has the legal right to settle the deferred income tax assets and the deferred income tax liabilities in current period at a net amount with regard to taxes levied from the same taxpayer or different taxpayers with the same tax collection and management department, but the taxpayer involved intends to settle the deferred income tax assets and the deferred income tax liabilities in current period at a net amount or obtain the assets and satisfy the liabilities simultaneously within every period of reversal of significant deferred income tax assets and deferred income tax liabilities.

– 66 –
APPENDIX<br> II FINANCIAL INFORMATION OF THE TARGET GROUP
42. Leases
--- ---
(1). Accounting arrangement method for operating lease
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Accounting method for finance lease
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Determination methods and accounting treatment for leasesunder the new leasing standard.
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Identification of lease

On the commencement date of the contract, the Group evaluates whether the contract is a lease or includes a lease. If one party in the contract transfers the right to control the use of one or more identified assets for a certain period of time in exchange for consideration, the contract is a lease or includes a lease. To determine whether the contract has transferred the right to control the use of identified assets for a certain period of time, the Group evaluates whether customers in the contract have the right to obtain almost all economic benefits arising from the use of identified assets during the use period, and have the right to dominate the use of identified assets during that use period.

Identification of separate lease

If multiple separate leases are included in the contract, the Group will split the contract and conduct accounting for each separate lease. If the following conditions are met simultaneously, the right to use the identified assets constitutes a separate lease in the contract:

(1) The lessee can profit from using the asset alone or together with other resources that are easily available;
(2) There is no high dependence or correlation between this asset and other assets in the contract.

Separation of lease part and non-lease part

If the contract contains both the lease part and the non-lease part, the Group, as the lessor and lessee, shall carry out the accounting treatment after separating the lease part and the non-lease part.

Estimation of lease term

The lease term refers to an irrevocable period during which the Group is entitled to use the leased assets. The Group has the renewal option, i.e. the right to renew the lease of this asset, and is reasonably certain that it will exercise this option; the lease term also includes the period covered by the renewal option. If the Group has the termination option, i.e. the right to terminate the lease of this asset, but is reasonably certain that it will not exercise this option, the lease term includes the period covered by the termination option. In the event of a major event or change within the Group's control that affects whether the Group is reasonably certain that it will exercise the corresponding option, the Group will re-evaluate whether it is reasonably certain that it will exercise the renewal option or purchase option or it will not exercise the termination option.

As lessee

Refer to Note V, 28, and Note III, 34 for the general accounting treatment for the Group as a lessee.

– 67 –
APPENDIX<br> II FINANCIAL INFORMATION OF THE TARGET GROUP

Lease change

Lease change refers to the change of lease scope, lease consideration and lease term beyond the original contract terms, including increasing or terminating the right to use one or more leased assets, extending or shortening the lease term stipulated in the contract, etc.

If the lease changes and the following conditions are met, the Group will treat the lease change as a separate lease for accounting:

(1) The lease change expands the scope of the lease by adding the right to use one or more leased assets;
(2) The increased consideration is equivalent to the amount of the separate price of the expanded part of<br>the lease scope adjusted according to the contract.

When lease change isn't used for accounting treatment as a separate lease, the Group redefines the lease term on the effective date of lease change, and discounts the changed lease payments at the revised discount rate to recalculate the lease liabilities. When calculating the present value of lease payments after the change, the Group adopts the interest rate implicit in lease in the remaining lease term as a discount rate. If it is unable to recognize the interest rate implicit in lease in the remaining lease term, the incremental borrowing rate of the Group on the lease change effective date will be used as the discount rate.

Regarding the impact of the lease liability adjustment mentioned above, the Group distinguishes the following situations for accounting treatment:

(1) Lease change that result in a reduction in the lease scope or lease term are adjusted by reducing the<br>carrying value of the right-of-use asset to reflect the partial or complete termination of the lease. Gains or losses related to the partial<br>or complete termination of the lease are recognized in the current period;
(2) For other lease changes, the Group adjusts the book value of the right-of-use assets accordingly.

Short-term leases and leases of low-value assets

Leases that have a lease term of no more than 12 months from the lease commencement date and do not include a purchase option are classified as short-term leases by the Group. Leases where the value of the underlying leased asset, when it is new and does not exceed RMB40,000, are classified as low-value asset leases. If the Group sublets or anticipates subleasing leased assets, the original lease is not recognized as a low-value asset lease. The Group chooses not to recognize the right-of-use assets and lease liabilities for short-term leases and low-value asset leases. Costs or expenses related to the leased asset are recognized over the lease term using the straight-line method or another systematic and rational method.

As lessor

The lease for which all risks and rewards related to the ownership of the leased asset are substantially transferred on the commencement date of lease is a finance lease, and the other leases are an operating lease. When the Group acts as a sublease lessor, it classifies subleases based on the right of use assets generated from the original lease.

As a lessor of finance lease

On the commencement date of the lease term, the Group recognizes the receivable financing leasing payments for financing leases and terminates the recognition of financing leasing assets. When the Group initially measures the receivable financing leasing payments, the net lease investment shall be taken as the entry value of the receivable financing lease payments. The net lease investment is the sum of the unsecured residual value and the present value of the lease receipts not yet received on the commencement date of the lease term, which is discounted at the interest rate implicit in lease.

– 68 –
APPENDIX<br> II FINANCIAL INFORMATION OF THE TARGET GROUP

The Group calculates and recognizes the interest income for each period of the lease term at a fixed periodic interest rate. The variable lease payments obtained by the Group that are not included in the measurement of net lease investments are recognized in the current period's profit and loss when actually incurred.

As an operating lessor

The rental income from operating leases is recognized as revenue on a straight-line basis or another systematic and rational method over the lease term. Variable lease payments not included in the measurement of lease receivables are recognized as revenue when they become due.

In the event that the operating lease changes, the Group uses it for accounting treatment as a new lease since the effective date of lease, and deems it together with the advance receipts or lease receivables related to the lease before change as new lease receipts.

Rental concessions due to the COVID-19 pandemic

For rental concessions, such as rent reductions or deferred payments, agreed upon between the Group and counterparties due to the direct impact of the COVID-19 pandemic, a simplified method is applied to all leases that meet the following conditions:

(1) The lease consideration after the concession is reduced or basically unchanged compared with that before the concession;
(2) The concession only applies to lease payments due before June 30, 2022;
(3) Other terms and conditions of the lease are confirmed to be unchanged after a comprehensive consideration<br>of qualitative and quantitative factors.

As lessee

The Group does not assess whether a lease change has occurred and continues to calculate the interest expense on lease liabilities using the discount rate applied prior to the concession. The Group also continues to depreciate the right-of-use asset using the same method as before the concession. Rent concessions are treated as variable lease payments and offset against the related asset cost or expense. The lease liability is adjusted accordingly when agreements are reached to release the original rental payment obligation.

As lessor

For operating leases, the Group continues to recognize the original lease payments as lease income using the same method as before the concession. If rental concessions occur, the Group treats the reduced rental as a variable lease payment and offsets it against lease income during the concession period. If there are delays in collecting the rental, the Group recognizes the expected rental as accounts receivable in the original collection period and offsets it against the previously recognized accounts receivable upon actual receipt.

For finance leases, the Group continues to recognize unrealized finance income using the same implicit interest rate as before the concession. If rental concessions occur, the Group treats the reduced rental as a variable lease payment. When agreements are reached to waive the original right to collect rent, the Group offsets the previously recognized lease income with the reduced rental. If the offset is insufficient, the remaining amount is included in investment income, and the accounts receivable for finance leases are adjusted accordingly. If there are delays in collecting the rental, the Group offsets the previously recognized accounts receivable for finance leases upon actual receipt.

Incremental borrowing rate for lessee

For leases where the lease interest rate cannot be determined, the Group takes the incremental borrowing rate of the lessee as the discount rate to calculate the present value of lease payments. When determining the incremental borrowing rate, the Group considers observable rates in the economic environment as the reference basis and makes adjustments based on its own circumstances, the nature of the leased asset, the lease term, and the lease liability amount to derive the applicable incremental borrowing rate.

– 69 –
APPENDIX<br> II FINANCIAL INFORMATION OF THE TARGET GROUP

43. Other significant accounting policies and accounting estimates

Applicable ¨ Not applicable
(1). Measurement at fair value
--- ---

The Group measures equity instruments investments at fair value on each balance sheet date. The fair value is a price received by the market participants from selling an asset or paid by them for transferring a liability during orderly transaction at the measurement date. When the Group measures the relevant assets or liabilities at fair value, it assumes that the orderly transactions of selling assets or transferring liabilities is conducted in the main market of the relevant assets or liabilities; if there is no major market, it assumes that the transaction is conducted in the most advantageous market for the relevant assets or liabilities. The major market (or the most advantageous market) is the trading market in which the Group can enter on the measurement date. The Group adopts the assumption used by the market participants during the pricing for the assets or liabilities to maximize their economic interests.

When non-financial assets are measured at fair value, it shall be considered that the market participants' abilities to use the asset for the best purpose for economic interests or abilities to sell the asset to other market participants for the best purpose for economic interests.

The Group prioritizes the use of relevant observable input values and only resorts to unobservable input values when observable input values are not obtainable or are not practically feasible, provided that appropriate valuation techniques are applicable and sufficient data and other information are available to support the valuation.

For the assets and liabilities measured or disclosed at fair value in the financial statements, the level of fair value to which they belong is determined according to the lowest-level input value that is significant to the fair value measurement as a whole: The first level input valve is that the input value that can be obtained on measurement date and not adjusted quoted price of same assets or liabilities in active market; second level is the input value that can be directly or indirectly observed by relevant assets or liabilities except from first-level input value; third level is the input value that can not be observed by relevant assets or liabilities.

On each balance sheet date, the Group reassesses the assets and liabilities that are recognized in the financial statements to be consistently measured at fair value to determine whether to shift between levels of fair value measurement.

(2). Share buy-backs

The consideration and transaction costs are paid for repurchasing equity instruments to reduce shareholders' equity. Apart from share-based payments, the issuance (including refinancing), buy-back, sale, or cancellation of equity instruments are accounted for as changes in equity.

(3). Profit distribution

The cash dividends of the Company are recognized as liabilities after approval by the Shareholders' Meeting.

(4). Significant accounting estimate

In line with historical experience and other factors including the reasonable anticipation for future events, the Group shall make continuous evaluation for main accounting estimates and assumptions.

– 70 –
APPENDIX<br> II FINANCIAL INFORMATION OF THE TARGET GROUP

Impairment of financial instruments

The Group uses the expected credit loss model to evaluate the impairment of financial instruments. It requires significant judgment and estimation, and taking into account all reasonable and based information, including forward-looking information for the application of the expected credit loss model. In making these judgments and estimates, the Group combines historical repayment data with factors such as economic policies, macroeconomic indicators, industry risks, and other factors to assess the expected changes in credit risk of the debtors. Differences in estimates may have an impact on the provision for Impairment. A provision for impairment may not be equal to the actual amount of impairment losses in the future.

Impairment of non-current assets other than financial assets (exceptgoodwill)

On the income statement date, the Group judges whether there are any signs of possible impairment of non-current assets other than financial assets. For intangible assets with uncertain useful life, in addition to the annual impairment test, when there is any indication of impairment, the impairment test is also carried out. Other non-current assets excluding financial assets are tested for impairment when there is an indication that the carrying amount is not recoverable. When the book value of an asset or asset group is higher than the recoverable amount, that is, the higher of the net amount remained after the disposal expenses are deducted from the fair value and the present value of the estimated future cash flow, it indicates that impairment has occurred. The net amount after the fair value deducts the disposal expenses is determined by reference to the sales agreement price of the similar assets in the fair trade or the observable market price deducts the incremental cost directly attributable to the disposal of the assets. When estimating the present value of future cash flow, the Management must estimate the estimated future cash flow of the asset or asset group and select an appropriate discount rate to determine the present value of future cash flow. Refer to Note VII, 74 of this section for details.

Impairment of goodwill

The Group determines whether goodwill is impaired at least on an annual basis. It requires that the present value of the future cash flow of the asset group or portfolio of asset groups allocated with goodwill be estimated. When estimating the present value of future cash flows, the Group needs to estimate the cash flows generated by future asset groups or combinations of asset groups, and select an appropriate discount rate to determine the present value of future cash flows. Refer to Note VII, 30 of this section for details.

Fair value of non-listed equity investments

Valuation of non-listed equity investments is performed using the market approach model, based on assumptions not supported by observable market prices or rates. This requires the Group to make estimates regarding credit risk, volatility, discount rates, liquidity discount, and the selection of comparable companies under the market approach, thereby involving uncertainties.

Deferred tax asset

Deferred income tax assets shall be recognized for all unused deductible losses to the extent that it is probable that there will be sufficient taxable income to offset the deductible losses. This requires the Management to use substantial judgments to estimate the time and amount of future taxable income and adopt the tax planning strategies to determine the amount of deferred income tax assets that should be recognized.

Reward points

The Group estimates a reasonable selling price for reward points separately, taking into account all relevant information, including the ability of customers to redeem reward points for free goods or enjoy discounts on goods, as well as the likelihood of customers exercising their redemption rights in order to allocate the consideration under the contracts. When estimating the likelihood of customers exercising their redemption rights, the Group conducts a comprehensive analysis based on historical data on point redemptions, current point redemption activities, and considerations of customer behavior and market trends in the future. The Group reassesses the estimated redemption rate of reward points at least on each balance sheet date and calculates the amount of revenue to be recognized and the amount of balances related to reward points based on the results of the reassessment.

– 71 –
APPENDIX<br> II FINANCIAL INFORMATION OF THE TARGET GROUP

Assessment of constraints on variable consideration

When estimating variable consideration, the Group considers all information reasonably available, including historical, current, and forecast information, to estimate the range of possible amounts of consideration that may occur and their respective probabilities within a reasonable range. The transaction price including the variable consideration shall not exceed the amount that the accumulated recognized income is likely not to have a significant reversal when the relevant uncertainty is eliminated. When assessing the elimination of uncertainty related to variable consideration, the Group considers the likelihood of revenue reversal and the proportion of the amount that is not reasonably expected to be significant when determining whether cumulative revenue already recognized may be subject to a significant reversal. On each balance sheet date, the Group reassesses the contingent consideration amount, including reassessing the estimates related to contingent consideration, to reflect the circumstances existing at the end of the reporting period and any changes that occurred during the reporting period.

44. Changes in significant accounting policies and accountingestimate

(1). Changes in significant accounting policies

Applicable ¨ Not applicable
Contents and reasons for accounting policy changes Approval procedure Remarks (Materially affected items in statements and amount)
--- --- --- ---
In 2018, the Ministry of Finance promulgated the revised<br> CASBE No. 21 – Lease (referred to as the "new lease standards"). The new lease standards, based on the single<br> model similar to the current accounting of financing release, require the lessee to recognize the right-of-use assets and lease liabilities,<br> as well as depreciation and interest expenses, for all leases other than short-term leases and low-value asset leases. Since January 1,<br> 2021, the Group has conducted accounting treatment in accordance with the newly revised lease standards. For contracts existing prior<br> to the first execution, the Group has chosen not to re-evaluate whether they are leases or include leases, and will not adjust the<br> information of comparable periods in accordance with the cohesion provisions. The differences between the new lease standards and<br> the current lease standards on the first execution date are retroactively adjusted to the retained earnings at the beginning of 2021: Approval from the Board of Directors As detailed below
(1) For financial leases prior to the first execution date, the<br>Group measures the right-of-use assets and lease liabilities respectively based on the original book values of the financially leased<br>assets and the financial lease payments payable;
(2) Assume that the new leasing standard is adopted from the lease<br>commencement date and the incremental borrowing rate of the Group as the lessee is used as the discount rate to determine the lease liability<br>at the carrying amount and measure the right-of-use assets;
(3) The Group performs impairment testing on the right-of-use assets<br>in accordance with Note V, 30 and makes appropriate accounting treatments.
– 72 –
APPENDIX<br> II FINANCIAL INFORMATION OF THE TARGET GROUP

Other disclosures

The Group adopts simplified treatment for the operational leases whose leased assets are low-value assets before the first execution date or which are to be completed within 12 months, and does not recognize the right-of-use assets and lease liabilities. In addition, the Group adopts the following simplified treatment for the operational leases prior to the first execution date:

(1) When measuring lease liabilities, the same discount rate may be used for leases with similar characteristics;<br>the measurement of right-of-use assets may not include the initial direct expenses;
(2) Where there is an option to renew or terminate the lease, the Group determines the lease term based on<br>the actual exercise of the option prior to the first implementation date and other up-to-date circumstances.
(3) As an alternative to the impairment test of right-of-use assets, the contract containing lease is evaluated<br>by the Group whether it is a loss contract before the first execution date, and the right-of-use assets are adjusted based on the amount<br>of loss reserve included in the balance sheet before the first execution date;
(4) For lease changes prior to the first execution date, the Group conducts accounting treatment in accordance<br>with the final arrangement of the lease changes.

Prior to the initial adoption date, leases classified as operating leases are still outstanding after the initial adoption date were reassessed and classified by the Group as subleases based on the remaining lease term and terms of the original lease and the sublease. If it is reclassified as a finance lease, the Group will treat it as a new finance lease. In addition, the Group has not made adjustments to leases where it is the sublessor.

For significant operating leases disclosed in the 2020 financial statements with unpaid minimum lease payments, the Group has adjusted the present value discounted at the incremental borrowing rate as of January 1, 2021, and the difference from the lease liability recognized on January 1, 2021, as follows:

Minimum lease payments for significant operating leases as of December 31, 2020. 39,429,535,202.65
Less: Lease payments with simplified approach 176,016,769.37
Including: Short-term lease 176,016,769.37
Weighted average incremental borrowing rate 4.90 %
Present value of lease payments and lease liability as of January 1, 2021 26,904,328,571.13
(2). Changes in significant accounting estimates
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). The financial statements at the beginning of the year for the<br>first implementation of adjustment in the New Lease Standards in 2021
--- ---
Applicable ¨ Not applicable
--- --- --- ---
– 73 –
APPENDIX<br> II FINANCIAL INFORMATION OF THE TARGET GROUP
Consolidated Balance Sheet
--- --- --- --- --- --- --- ---
Unit:<br> Yuan Currency: RMB
December 31, January 1, Adjustment
Items 2021 2021 amount
Current assets:
Monetary funds 12,005,455,154.69 12,005,455,154.69
Loans and advances granted (short-term) 1,393,758,718.35 1,393,758,718.35
Deposit reservation for balance
Lending funds
Trading financial assets 241,410,438.34 241,410,438.34
Derivative financial assets
Notes receivable
Factoring receivable 2,710,166,360.05 2,710,166,360.05
Account receivable 447,397,868.68 447,397,868.68
Receivables financing
Advance payments 2,467,802,583.53 2,319,388,177.80 -148,414,405.73
Premiums receivable
Reinsurance accounts receivable
Provision of cession receivable
Other receivables 938,269,620.40 938,269,620.40
Including: interests receivable 211,245.24 211,245.24
Dividends receivable
Redemptory monetary capital for sale
Inventories 10,881,679,092.38 10,881,679,092.38
Contract assets
Assets held for sale
Non-current assets due within one year 48,150,956.00 48,150,956.00
Other current assets 2,092,549,539.13 2,092,549,539.13
Total current assets 33,178,489,375.55 33,078,225,925.82 -100,263,449.73
Non-current assets:
Loans and advances 201,557,024.80 201,557,024.80
Debt investment
Other creditor investments
Long-term receivables 76,858,788.21 76,858,788.21
Long-term equity investment 5,409,972,860.53 5,405,465,544.07 -4,507,316.46
Investment in other equity instruments
Other non-current financial assets 5,618,159,570.30 5,618,159,570.30
Investment properties 332,748,387.92 332,748,387.92
Fixed assets 5,310,424,471.89 5,310,424,471.89
Construction in progress 194,264,567.11 194,264,567.11
Productive biological assets
Oil and gas assets
Right-of-use assets 22,617,545,731.53 22,617,545,731.53
Intangible assets 1,616,982,112.68 1,616,982,112.68
Development expenses
Goodwill 121,331,244.79 121,331,244.79
Long-term deferred expenses 3,701,445,094.02 3,670,323,205.72 -31,121,888.30
Deferred tax asset 472,606,455.22 1,134,195,726.44 661,589,271.22
Other non-current assets
Total non-current assets 22,979,491,789.26 46,299,856,375.46 23,320,364,586.20
Total assets 56,157,981,164.81 79,378,082,301.28 23,220,101,136.47
Current liabilities:
Short-term loans 13,889,997,357.11 13,889,997,357.11
Borrowings from central bank
Borrowing funds
Trading financial liabilities
Derivative financial liabilities
Notes payable
Accounts payable 12,513,674,031.70 12,513,674,031.70
Accounts collected in advance 197,284,021.08 164,020,698.54 -33,263,322.54
Contract liabilities 3,472,076,794.19 3,472,076,794.19
– 74 –
APPENDIX<br> II FINANCIAL INFORMATION OF THE TARGET GROUP
December 31, January 1, Adjustment
--- --- --- --- --- --- ---
Items 2021 2021 amount
Financial assets sold for repurchase
Deposits from customers and interbank
Acting trading securities
Acting underwriting securities
Payroll payable 721,581,678.15 721,581,678.15
Taxes payable 266,452,210.54 266,452,210.54
Other payables 3,510,335,991.72 3,584,876,268.65 74,540,276.93
Including: interests payable
Dividends payable 11,528,208.00 11,528,208.00
Handling charges and commissions payable
Reinsurance accounts payable
Liabilities held for sale
Non-current liabilities due within one year 2,237,649,650.10 2,237,649,650.10
Other current liabilities 321,886,940.98 321,886,940.98
Total current liabilities 34,893,289,025.47 37,172,215,629.96 2,278,926,604.49
Non-current liabilities:
Provision for insurance contracts
Long-term borrowings
Bonds payable
Including: preferred stock
Perpetual bonds
Lease liabilities 24,666,678,921.03 24,666,678,921.03
Long-term accounts payable
Long-term<br> payroll<br> payable
Estimated liabilities 123,670,630.29 3,352,627.57 -120,318,002.72
Deferred income 130,947,523.55 130,947,523.55
Deferred tax liabilities 616,873,988.17 616,873,988.17
Other<br> non-current liabilities
Total non-current liabilities 871,492,142.01 25,417,853,060.32 24,546,360,918.31
Total liabilities 35,764,781,167.48 62,590,068,690.28 26,825,287,522.80
Equity (or shareholders' equity):
Paid-in capital (or capital stock) 9,516,285,608.00 9,516,285,608.00
Other equity instruments
Including: preferred stock
Perpetual bonds
Capital reserves 6,926,920,343.78 6,926,920,343.78
Less: Treasury shares 2,009,067,652.38 2,009,067,652.38
Other comprehensive income -584,134.06 -584,134.06
Special reserves
Surplus reserves 1,030,866,477.21 1,020,964,555.44 -9,901,921.77
General risk reserves
Undistributed profits 3,886,681,562.18 402,631,831.65 -3,484,049,730.53
Total Equity (or<br> shareholders' equity) attributable to parent company 19,351,102,204.73 15,857,150,552.43 -3,493,951,652.30
Minority interests 1,042,097,792.60 930,863,058.57 -111,234,734.03
Total equity (or shareholders' equity) 20,393,199,997.33 16,788,013,611.00 -3,605,186,386.33
Total liabilities and owners' (or shareholders') equity 56,157,981,164.81 79,378,082,301.28 23,220,101,136.47

Explanation of adjustments of each item:

Applicable ¨ Not applicable

The Company has adopted the new leasing standard since January 1, 2021, recognizing right-of-use assets and lease liabilities for all leases except for short-term leases and leases of low-value assets, and recognizing depreciation and interest expenses separately.

– 75 –
APPENDIX<br> II FINANCIAL INFORMATION OF THE TARGET GROUP

Balance Sheet of the Parent Company

Unit:<br> Yuan Currency: RMB
December 31, January 1, Adjustment
Items 2021 2021 amount
Current assets:
Monetary funds 6,910,650,846.27 6,910,650,846.27
Trading financial assets 50,719,741.48 50,719,741.48
Derivative financial assets
Notes receivable
Account receivable 60,915,137.48 60,915,137.48
Receivables financing
Advance payments 137,433,276.57 127,591,716.38 -9,841,560.19
Other receivables 24,906,579,097.05 24,906,579,097.05
Including: interests receivable
Dividends receivable
Inventories 473,979,768.06 473,979,768.06
Contract assets
Assets held for sale
Non-current assets due within one year 6,699,798.05 6,699,798.05
Other current assets 164,936,487.28 164,936,487.28
Total current assets 32,705,214,354.19 32,702,072,592.05 -3,141,762.14
Non-current assets:
Debt investment
Other creditor investments
Long-term receivables 14,849,325.56 14,849,325.56
Long-term equity investment 11,453,358,655.85 11,448,851,339.39 -4,507,316.46
Investment in other equity instruments
Other non-current financial assets 4,458,278,378.94 4,458,278,378.94
Investment properties
Fixed assets 478,837,682.00 478,837,682.00
Construction in progress 32,888,275.21 32,888,275.21
Productive biological assets
Oil and gas assets
Right-of-use assets 633,071,055.29 633,071,055.29
Intangible assets 211,227,926.32 211,227,926.32
Development expenses
Goodwill
Long-term deferred expenses 89,764,211.59 80,526,302.72 -9,237,908.87
Deferred tax asset 189,913,289.70 215,590,239.89 25,676,950.19
Other non-current assets
Total non-current assets 16,914,268,419.61 17,574,120,525.32 659,852,105.71
Total assets 49,619,482,773.80 50,276,193,117.37 656,710,343.57
Current liabilities:
Short-term loans 10,808,265,416.68 10,808,265,416.68
Trading financial liabilities
Derivative financial liabilities
Notes payable 1,380,000,000.00 1,380,000,000.00
Accounts payable 677,988,956.10 677,988,956.10
Accounts collected in advance 15,075,140.35 15,075,140.35
Contract liabilities 233,649,565.20 233,649,565.20
Payroll payable 63,342,110.44 63,342,110.44
Taxes payable 8,667,008.99 8,667,008.99
Other payables 18,623,630,326.09 18,632,555,816.57 8,925,490.48
Including: interests payable
Dividends payable 11,528,208.00 11,528,208.00
Liabilities held for sale
Non-current liabilities due within one year 14,344,670.17 14,344,670.17
Other current liabilities 21,698,155.17 21,698,155.17
Total current liabilities 31,832,316,679.02 31,855,586,839.67 23,270,160.65
Non-current liabilities:
Long-term borrowings
Bonds payable
Including: preferred stock
Perpetual bonds
Lease liabilities 733,745,400.63 733,745,400.63
Long-term accounts payable
Long-term payroll payable
Estimated liabilities 1,286,000.00 -1,286,000.00
– 76 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
December 31, January 1, Adjustment
--- --- --- --- --- --- ---
Items 2021 2021 amount
Deferred income 6,933,333.36 6,933,333.36
Deferred tax liabilities 197,810,762.52 197,810,762.52
Other non-current<br> liabilities
Total non-current liabilities 206,030,095.88 938,489,496.51 732,459,400.63
Total liabilities 32,038,346,774.90 32,794,076,336.18 755,729,561.28
Equity (or shareholders’ equity):
Paid-in capital (or capital stock) 9,516,285,608.00 9,516,285,608.00
Other equity instruments
Including: preferred stock
Perpetual bonds
Capital reserves 6,764,350,200.40 6,764,350,200.40
Less: Treasury shares 2,009,067,652.38 2,009,067,652.38
Other comprehensive income -796,187.66 -796,187.66
Special reserves
Surplus reserves 1,030,866,477.21 1,020,964,555.44 -9,901,921.77
Undistributed profits 2,279,497,553.33 2,190,380,257.39 -89,117,295.94
Total equity (or shareholders’ equity) 17,581,135,998.90 17,482,116,781.19 -99,019,217.71
Total liabilities and owners’ (or shareholders’)<br> equity 49,619,482,773.80 50,276,193,117.37 656,710,343.57

Explanation of adjustments of each item:

Applicable ¨ Not applicable

The Company has adopted the new leasing standard since January 1, 2021, recognizing right-of-use assets and lease liabilities for all leases except for short-term leases and leases of low-value assets, and recognizing depreciation and interest expenses separately.

(4). Explanation of restating comparative data for the first-time<br>adoption of the new leasing standard from 2021
¨ Applicable Not applicable
--- --- --- ---

45.Others

¨ Applicable Not applicable
VI. Taxes
--- ---
1. Main tax categories and tax rates
--- ---

Main tax categories and tax rates

Applicable ¨ Not applicable
Type of tax Taxation<br> basis Tax rate
--- --- ---
VAT Taxable income 13%, 9%, 6%,
5%, 0%
Urban maintenance and construction tax Actually paid turnover tax 7%, 5%
Corporate Income Tax Taxable income 25%, 20%, 16.5%,
15%, 8.25%, 0%
Housing property tax Housing property original value, rental income 12%, 1.2%
Extra charges for education and local extra charges for education Actually paid turnover tax 3%, 2%
Note 1: The applicable<br> VAT rates are 0% for the sales of family planning supplies, vegetables, and some meat, poultry,<br> and eggs; 6% for the revenue from cultural media, warehousing services, etc.; 9% for<br> rental income, and 5% for those subject to simplified collection; 9% for the taxable revenue<br> from sales of fruits, aquatic products, some dried goods, grains and oils, dairy products,<br> and 13% for the taxable revenue from the sales of other goods.
--- ---
– 77 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Note 2: The self-owned<br> properties are subject to a certain proportion of its original value (70% for Yonghui Superstores<br> Co., Ltd., Fujian Yonghui Commercial Co., Ltd., Anhui Yonghui Logistics Co., Ltd.,<br> Jiangsu Yonghui Superstores Co., Ltd., Chongqing Yonghui Superstores Co., Ltd.,<br> Yonghui Logistics Co., Ltd., Chengdu Yonghui Business Development Co., Ltd., Chongqing<br> Xuanhui Real Estate Development Co., Ltd., Fujian Yonghui Logistics Co., Ltd.,<br> Anhui Yonghui Superstores Co., Ltd., Fujian Yonghui Superstores Co., Ltd., and<br> Gansu Minxian Yonghui Agricultural Development Co., Ltd.; 70% for Fuzhou Minhou Yonghui<br> Superstores Co., Ltd. above ground and (70% * 80%) for underground), with a tax rate<br> of 1.2%; and 12% for rental properties based on rental income.
--- ---

Explanations shall be disclosed for different taxpayers for tax rate of enterprise income tax

Applicable ¨ Not applicable
Name of taxpayer Income tax rate
--- --- ---
(%)
Chongqing Yonghui Superstores Co., Ltd. 15
Guizhou Yonghui Superstores Co., Ltd. 15
Yunnan Yonghui Superstores Co., Ltd. 15
Guangxi Yonghui Superstores Co., Ltd. 15
Yonghui Logistics Co., Ltd. 15
Xizang Yonghui Superstores Co., Ltd. 15
Guansu Yonghui Superstores Co., Ltd. 15
Qinghai Yonghui Superstores Co., Ltd. 15
Yonghui Yunjin Technology Co., Ltd. 15
Sichuan Yonghui Store Co., Ltd. 15
Chengdu Yonghui Business Development Co., Ltd. 15
Shaanxi Yonghui Superstores Co., Ltd. 15
Fuping Yunshang Supply Chain Management Co., Ltd. 15
Ningxia Yonghui Superstores Co., Ltd. 15
Yonghui Qinghe Business Factoring (Chongqing) Co., Ltd. 15
Guizhou Yonghui Logistics Co., Ltd. 15
Fuping Yonghui Modern Agricultural Development Co., Ltd. 0
Gansu Minxian Yonghui Agricultural Development Co., Ltd. 0
Hebei Fuji Supply Chain Management Co., Ltd. 0,<br> 25
Yonghui Holdings Co., Ltd. 16.5,<br> 8.25
Dixing Co., Ltd. 16.5
LOHAS Life International Business Co., Ltd. 16.5
Ningbo Xinzhi Investment Co., Ltd. 20
Ruilingtong Marketing Services (Shanghai) Co., Ltd. 20
Shanghai Yinjie International Trade Co., Ltd. 20
Chongqing Boyuan Xunke Technology Co., Ltd. 20
Chongqing Fuyu Supply Chain Management Co., Ltd. 20
Yunnan Fuping Yunshang Supply Chain Management Co., Ltd. 20
Guizhou Fuping Supply Chain Management Co., Ltd. 20
Hainan Fuli Supply Chain Management Co., Ltd. 20
Hubei Fuhan Supply Chain Management Co., Ltd. 20
Guangdong Fuyue Supply Chain Management Co., Ltd. 20
Fuzhou Fuping Supply Chain Management Co., Ltd. 20
Ningbo Xinguan Investment Co., Ltd. 20
Hebei Yuanxiaoji Technology Development Co., Ltd. 20
2. Tax preference
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Note 1: According<br> to the Announcement on Extending the VAT Preferential Policies for Cultural and Educational<br> Products by the Ministry of Finance and the State Taxation Administration (CS [2021] No. 10),<br> value added tax on wholesale and retail sales of books is exempted from January 1, 2021<br> to December 31, 2023.
--- ---
Note 2: According<br> to the Announcement on Exemption of VAT on Vegetable Circulation Link issued by the Ministry<br> of Finance and the State Taxation Administration (CS [2011] No. 137), VAT on vegetable<br> circulation link has been exempted since January 1, 2012.
--- ---
– 78 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Note 3: According to<br> the Notice on Exempting VAT on Certain Fresh Meat and Egg Products in Agricultural Product<br> Wholesale and Retail by the Ministry of Finance and the State Taxation Administration (CS<br> [2012] No. 75), value added tax on certain fresh meat and egg products sold by taxpayers<br> engaged in agricultural product wholesale and retail is exempted from October 1, 2012.
--- ---
Note 4: Subsidiary<br> companies of the Company, including Chongqing Yonghui Superstores Co., Ltd., Guizhou<br> Yonghui Superstores Co., Ltd., Yunnan Yonghui Superstores Co., Ltd., Guangxi Yonghui<br> Superstores Co., Ltd., Yonghui Logistics Co., Ltd., Xizang Yonghui Superstores<br> Co., Ltd., Gansu Yonghui Superstores Co., Ltd., Qinghai Yonghui Superstores Co., Ltd.,<br> Sichuan Yonghui Superstores Co., Ltd., Chengdu Yonghui Commercial Development Co., Ltd.,<br> Shaanxi Yonghui Superstores Co., Ltd., Fuping Yunshang Supply Chain Management Co., Ltd.,<br> Ningxia Yonghui Superstores Co., Ltd., and Guizhou Yonghui Logistics Co., Ltd.,<br> enjoy preferential enterprise income tax policies, with enterprise income tax being levied<br> at a rate of 15% from January 1, 2011 to December 31, 2030 according to the relevant<br> provisions of the Ministry of Finance, General Administration of Customs, and the State Taxation<br> Administration regarding deepening the implementation of tax policies related to the development<br> of the Western Development Strategy (CS [2011] No. 58), Announcement on Enterprise Income<br> Tax Issues Concerning the Implementation of the Western Development Strategy by the State<br> Taxation Administration (State Taxation Administration Announcement No. 12 of 2012),<br> and Announcement on Extending Enterprise Income Tax Policies for the Western Development<br> Strategy (Ministry of Finance Announcement No. 23 of 2020).
--- ---
Note 5: The subsidiary<br> companies, Fuping Yonghui Modern Agriculture Development Co., Ltd., Gansu Minxian Yonghui<br> Agriculture Development Co., Ltd., Hebei Fuji Supply Chain Management Co., Ltd.,<br> are eligible for the preferential policy of exempting corporate income tax on primary agricultural<br> products processing and production in accordance with the relevant provisions in Article 86<br> of the Implementation Regulations of the Enterprise Income Tax Law of the People’s Republic<br> of China (State Council Order No. 512).
--- ---
Note 6: The<br> subsidiary companies, Ningbo Xinzi Investment Co., Ltd., Ruilingtong Marketing Service<br> (Shanghai) Co., Ltd., Shanghai Yinjie International Trade Co., Ltd., Chongqing<br> Boyuan Xunke Technology Co., Ltd., Chongqing Fuyu Supply Chain Management Co., Ltd.,<br> Yunnan Fuping Yunshang Supply Chain Management Co., Ltd., Guizhou Fuping Supply Chain<br> Management Co., Ltd., Hainan Fuli Supply Chain Management Co., Ltd., Hubei Fuhan<br> Supply Chain Management Co., Ltd., Guangdong Fuyue Supply Chain Management Co., Ltd.,<br> Fuzhou Fuping Supply Chain Management Co., Ltd., Ningbo Xinguang Investment Co., Ltd.,<br> and Hebei Yuanxiaoji Technology Development Co., Ltd., are eligible for the preferential<br> corporate income tax policy according to the Notice on Implementing the Policy of Tax Relief<br> for Small and Micro Enterprises (CS [2019] No. 13). For the portion of the annual taxable<br> income of small and micro-profit enterprises that does not exceed RMB1 million, the taxable<br> income is reduced by 25% and the corporate income tax is levied at a rate of 20%. For the<br> portion of the annual taxable income exceeding RMB1 million but not exceeding RMB3 million,<br> the taxable income is reduced by 50% and the corporate income tax is levied at a rate of<br> 20%.
--- ---
Note 7: The subsidiary<br> companies of the Company are subject to the two-tier profit tax system as announced in the<br> 2017 Policy Address, in accordance with the 2018 Inland Revenue (Amendment) (No. 3)<br> Bill of the Hong Kong Special Administrative Region Government. The two-tier profit tax system<br> applies to taxable years starting on or after April 1, 2018. For the first HKD2 million<br> of assessable profits of a corporation, the tax rate will be reduced to 8.25%. Any profits<br> thereafter will continue to be taxed at 16.5%. The two-tier profit tax system will benefit<br> eligible enterprises with assessable profits, regardless of their size. To ensure that eligible<br> enterprises are mainly small and medium-sized enterprises, only one related enterprise can<br> be nominated for the benefits. The subsidiary company, Yonghui Holdings Limited, meets the<br> above requirements and will be subject to the two-tier tax rates of 8.25% and 16.5%. The<br> sub-subsidiaries, Dixing and LOHAS Life International Business, will be subject to the tax<br> rate of 16.5%.
--- ---
3. Others
--- ---
¨ Applicable Not applicable
--- --- --- ---
VII. Notes to Items of Consolidated Financial Statements
--- ---
1. Monetary funds
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Cash in hand 72,596,557.48 101,335,211.22
Bank deposit 8,462,314,974.49 10,988,863,063.79
Other monetary funds 628,216,208.25 915,256,879.68
Total 9,163,127,740.22 12,005,455,154.69
Including: total amount of deposit abroad 17,321,750.74 16,469,207.74
– 79 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Other disclosures

(1) The year-end cash mainly represents the sales<br> funds not yet deposited in banks by each store at year-end.
(2) The<br> funds held overseas at year-end represent funds held overseas by the subsidiaries Yonghui<br> Holdings Co., Ltd., Yonghui Japan Co., Ltd., and LOHAS Life International Business<br> Co., Ltd.
--- ---
(3) The restricted monetary<br> funds at year-end of the Group amounted to RMB452,918,396.74 (2020: RMB1,318,416,175.48,<br> as disclosed in Note VII, 83.
--- ---
(4) Interest income is derived<br> from bank current deposits at the prevailing interest rate. The term of fixed-term fixed<br> deposits is determined based on the cash needs of the Group, and interest income is earned<br> at the corresponding interest rate of the bank fixed deposits.
--- ---
(5) Other monetary funds, excluding<br> margin and escrow account funds, mainly consist of funds in transit, including POS machine<br> card payment income, APP bank card payment income not yet transferred to the Group’s bank<br> accounts, and balances in WeChat and other APP accounts.
--- ---
2. Loans and advances
--- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Total amount of loans and advances 814,617,180.15 1,595,315,743.15
Among which:
1. Amount of loans and advances due within one year 621,955,079.39 1,442,483,313.30
Less: Provision for loan losses due within one year 53,148,824.03 48,724,594.95
Net value of loans and advances due within one year 568,806,255.36 1,393,758,718.35
2. Amount of loans and advances due after one year 249,554,238.37 208,164,880.36
Less: Provision for loan losses due after one year 3,743,313.58 6,607,855.56
Net value of loans and advances due after one year 245,810,924.79 201,557,024.80
Note: The loans and advances represent corporate loans and advances, consumer credit, etc. provided by Yonghui Small Loans Co., Ltd., a sub-subsidiary<br>of the Group.
--- ---

The changes in the provision for loan losses are as follows:

Opening <br><br> balance Provision<br><br> made in<br> this year Provision<br><br> written-off in<br><br> this year Closing<br><br> balance
Year 2021 55,332,450.51 75,322,082.56 73,762,395.46 56,892,137.61
Year 2020 33,098,266.35 45,540,106.72 23,305,922.56 55,332,450.51
3. Trading financial assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Financial assets measured at fair value with changes included in current<br> profits and losses 1,560,917,920.71 241,410,438.34
Among which:
Equity instrument investment 1,234,713,554.16 180,283,725.12
Fund products 326,204,366.55 53,793,451.37
Debt instruments investment 7,333,261.85
Total 1,560,917,920.71 241,410,438.34
– 80 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Other notes:

Applicable ¨ Not applicable

Trading financial assets mainly consist of fund products, stocks, asset management products, and wealth management products purchased during the year.

4. Derivative financial assets
¨ Applicable Not applicable
--- --- --- ---
5. Notes receivable
--- ---
(1). Category of notes receivable
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Notes receivable secured by the Company at the end of period
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Undue closing notes receivable before balance sheet date that endorsed or discounted by the Company
--- ---
¨ Applicable Not applicable
--- --- --- ---
(4). Notes adjusted by the Company to accounts receivable due to default of the drawer at the end of period
--- ---
¨ Applicable Not applicable
--- --- --- ---
(5). Classified disclosure by bad-debt provision method
--- ---
¨ Applicable Not applicable
--- --- --- ---

Provision of bad debts due to specific consideration:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

¨ Applicable Not applicable

If bad debt provision is provided based on the expected credit loss general model, please refer to the disclosure of other receivables:

¨ Applicable Not applicable
(6). Situation of the provision of bad debts
--- ---
¨ Applicable Not applicable
--- --- --- ---
(7). Details of notes receivable actually written off during thecurrent period.
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable
– 81 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
6. Factoring receivable
--- ---

Unit: Yuan Currency: RMB

Items Closing<br> balance Opening<br> balance
Factoring receivable 1,477,389,559.46 2,742,661,083.16
Less: bad debt provision 65,934,194.43 32,494,723.11
Total 1,411,455,365.03 2,710,166,360.05
Note: The balance of accounts receivable from factoring is formed<br>by the sub-subsidiary Yonghui Qinghe Commercial Factoring (Chongqing) Co., Ltd. engaging in factoring business.
--- ---
(1) Disclosure<br> by category
--- ---
December 31, 2021
--- --- --- --- --- --- --- --- ---
Bad debt
Items Amount Ratio provision Net amount
%
Accounts receivable from factoring with recourse 1,477,389,559.46 100 65,934,194.43 1,411,455,365.03
Accounts receivable from factoring with recourse 2,742,661,083.16 100 32,494,723.11 2,710,166,360.05
(2) Bad<br> debt provision recorded, recovered, or reversed during the year
--- ---

Unit: Yuan Currency: RMB

Allowance for
Items doubtful<br> accounts
January 1, 2021 32,494,723.11
Provision reversed in this year 45,049,155.91
Provision written-off in this year -11,609,684.59
December 31, 2021 65,934,194.43
7. Accounts receivable
--- ---
(1). Disclosure by aging
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Aging Closing book balance
Sub-total within one year 456,316,792.14
1-2 years 52,641,347.92
2-3 years 11,090,391.75
Over 3 years 11,982,918.05
Total 532,031,449.86
– 82 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(2). Classified disclosure<br> by bad-debt provision method
--- ---

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB


Book<br>balance Closing<br>balance <br><br>Bad debt provision Book<br>balance OpeningbalanceBad debt provision
Category Amount Ratio Amount Proportion<br><br>of bad-debt<br><br>provision Carrying<br><br><br>value Amount Ratio Amount Proportion<br><br><br>of bad-debt<br><br> provision Carrying<br><br><br>value
% (%) % (%)
Provision<br>made on an individual basis 1,894,322.62 0.36 1,894,322.62 100.00 1,894,322.62 0.39 1,894,322.62 100.00
Provision<br>made on a collective basis 530,137,127.24 99.64 53,136,897.40 10.02 477,000,229.84 490,094,344.81 99.61 42,696,476.13 8.71 447,397,868.68
Among<br>which:
Portfolio 1
Accounts<br>receivable from sales 371,214,525.69 69.77 25,335,691.17 6.83 345,878,834.52 342,396,746.92 69.59 20,769,764.87 6.07 321,626,982.05
Supplier<br>service fees and rentals 129,366,361.61 24.31 25,256,896.17 19.52 104,109,465.44 121,477,447.71 24.69 20,429,125.54 16.82 101,048,322.17
Construction<br>payment 6,467,449.86 1.22 2,313,422.16 35.77 4,154,027.70 13,753,818.98 2.80 1,373,266.20 9.98 12,380,552.78
Portfolio<br>2
Receivables<br>from affiliated parties 23,088,790.08 4.34 230,887.90 1.00 22,857,902.18 12,466,331.20 2.53 124,319.52 1.00 12,342,011.68
Total 532,031,449.86 / 55,031,220.02 / 477,000,229.84 491,988,667.43 / 44,590,798.75 / 447,397,868.68

– 83 –

APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Provision of bad debts due to specific consideration: ****


Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Closing balance
Name Book<br><br> balance Bad debt<br><br> provision Proportion<br><br> of bad-debt <br><br>provision Reasons for<br><br> provision
(%)
SHANGHAI MATEY TRADE <br><br>CO., LTD 1,894,322.62 1,894,322.62 100 Expected not to be recovered
Total 1,894,322.62 1,894,322.62 100 /

Explanation for individual bad debt provision: ****


¨ Applicable Not applicable

Provision of bad debts using provision matrix:

Applicable ¨ Not applicable

Combined provision items: Combination 1

Unit: Yuan Currency: RMB

Closing balance
Name Account receivable Bad debt provision Proportion of bad-debt provision
(%)
Within 1 year 437,150,744.82 21,297,191.73 4.87
1-2 years 48,754,595.63 15,113,924.62 31.00
2-3 years 11,066,913.25 6,418,809.69 58.00
Over 3 years 10,076,083.46 10,076,083.46 100.00
Total 507,048,337.16 52,906,009.50 10.43

Validation standards and specifications of combined bed-debt provision based: ****


¨ Applicable Not applicable

Combined provision items: Combination 2

Unit: Yuan Currency: RMB

Closing balance
Name Account receivable Bad debt provision Proportion of bad-debt provision
(%)
Within 1 year 19,166,047.32 191,660.47 1
1-2 years 3,886,752.29 38,867.52 1
2-3 years 23,478.50 234.79 1
Over 3 years 12,511.97 125.12 1
Total 23,088,790.08 230,887.90 1
– 84 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Validation standards and specifications of combined bed-debt provision based:

¨ Applicable Not applicable

If bad debt provision is provided based on the expected credit loss general model, please refer to the disclosure of other receivables:

¨ Applicable Not applicable
(3). Situation of the provision of bad debts
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency:RMB

Increase and decrease of current period
Category Opening<br> <br><br>balance Provision Provision<br><br><br> Recovered <br><br>or Reversed Charge-off<br> <br><br>or write-off Other<br><br><br> changes Closing<br><br><br> balance
Bad debt provision for accounts receivable 44,590,798.75 28,433,783.51 17,993,362.24 55,031,220.02
Total 44,590,798.75 28,433,783.51 17,993,362.24 55,031,220.02

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Not applicable
(4). Receivables actually verified and cancelled in the currentperiod
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Write-off amount
Accounts receivable actually written off 17,993,362.24

Significant write-off of accounts receivable during the year

¨ Applicable Not applicable

Descriptions for verification and write-off of receivables:

¨ Applicable Not applicable
(5). Receivables of first five companies with the greatest amount of closing amount (categorizing by debtor)
--- ---
Applicable ¨ Not applicable
--- --- --- ---

The aggregate amount of the year-end balances of the top five accounts receivable classified by the debtor is RMB142,635,621.03, accounting for 26.81% of the total year-end balance of accounts receivable. The corresponding year-end balance of bad debt provision is RMB3,307,056.76.

(6). Accounts receivable ceased to be recognized due to the transfer of financial assets
¨ Applicable Not applicable
--- --- --- ---
– 85 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(7). Transferred receivables and capital and liabilities formed after continuous involvement
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
8. Receivables financing
--- ---
¨ Applicable Not applicable
--- --- --- ---
9. Prepayments
--- ---
(1). Advance payments listed by aging
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Aging Closing balance Amount Ratio Opening balance Amount Ratio
% %
Within 1 year 1,615,621,832.61 81.91 2,028,421,993.42 82.20
1-2 years 194,321,731.94 9.85 217,707,397.23 8.82
2-3 years 85,736,781.60 4.35 79,604,886.42 3.23
Over 3 years 76,640,364.08 3.89 142,068,306.46 5.75
Total 1,972,320,710.23 100.00 2,467,802,583.53 100.00

Reasons for untimely settlement of advance payment that has aging of over one year and of significant amount:

Prepayments with an age of more than 1 year are mainly prepayment for goods.

(2). Prepayments for the top five ending balances collected according to prepayment object
Applicable ¨ Not applicable
--- --- --- ---

The aggregate amount of the year-end balances of the top five prepayments collected by the payee during the current period is RMB340,708,563.64, accounting for 17.27% of the total year-end balance of prepayments.

Other disclosures

¨ Applicable Not applicable
10. Other receivables
--- ---

Itemized list

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Interest receivable 201,536.05 211,245.24
Dividends receivable
Other receivables 742,167,792.38 938,058,375.16
Total 742,369,328.43 938,269,620.40
– 86 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Other notes:

¨ Applicable Not applicable

Interestreceivable

(1). Classification of interestreceivable
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Interest on small loans 201,536.05 211,245.24
Total 201,536.05 211,245.24
1. Significant overdue interest
--- ---
¨ Applicable Not applicable
--- --- --- ---
2. Provision of bad debts
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Significant overdue interest
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Provision of bad debts
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
(4). Dividends receivable
--- ---
¨ Applicable Not applicable
--- --- --- ---
(5). Significant dividend receivable of more than 1 year
--- ---
¨ Applicable Not applicable
--- --- --- ---
(6). Provision of bad debts
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
– 87 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Other receivables

(7). Disclosure by aging
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Aging Closing book balance
Sub-total within one year 195,736,741.39
1-2 years 125,427,263.92
2-3 years 115,342,741.38
Over 3 years 375,788,397.65
Total 812,295,144.34
(8). Classification of other accounts payable according to thenature of payment
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Nature of payment Closing <br><br>book balance Opening <br><br>book balance
Various types of deposits and guarantees receivable 612,708,570.56 743,354,517.97
Purchases and store petty cash payments 110,940,830.98 140,681,845.63
Receivables from affiliated parties 13,288,531.51 40,738,975.81
Other receivables 75,357,211.29 87,356,982.93
Total 812,295,144.34 1,012,132,322.34
(9). Provision of bad debts
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Phase I Phase II Phase III
Baddebt provision Expectedcredit lossover the next12 months Expected <br><br>credit loss<br><br> within <br><br>the whole<br><br> duration<br><br> (no credit<br><br> impairment<br><br> occurred) Expected<br><br> credit loss<br><br> within<br><br> the whole<br><br> duration<br><br> (credit <br><br>impairment<br><br> incurred) Total
Balance as of January 1, 2021 9,613,197.40 3,339,874.03 61,120,875.75 74,073,947.18
Current balance as of January 1, 2021
–Transferred to Phase II -462,487.53 462,487.53
–Transferred to Phase III -5,791,897.96 5,791,897.96
–Reversed to Phase II
–Reversed to Phase I
Provision of the current period 9,399,110.25 2,767,527.15 7,078,986.40 19,245,623.80
Provision reversed in current period -9,771,316.82 -849,475.04 -10,620,791.86
Charge-off of the current period
Write-off of the current period -12,571,427.16 -12,571,427.16
Other changes
Balances as at December 31, 2021 8,778,503.30 777,990.75 60,570,857.91 70,127,351.96
– 88 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Explanation of significant changes in the book value of other receivables with provision changes in the current period:

Applicable ¨ Not applicable
Expected <br><br>credit losses <br><br>within <br><br>the next <br><br>12 months for<br><br> phase I Expected <br><br>credit losses<br><br> throughout <br><br>the remaining<br><br> lifetime for<br><br> phase II Credit-<br><br> impaired <br><br>financial<br><br> assets that<br><br> have incurred<br><br> credit losses<br><br> throughout <br><br>the remaining lifetime for<br><br> phase III Total
--- --- --- --- --- --- --- --- ---
Opening balance 944,959,009.78 6,052,436.81 61,120,875.75 1,012,132,322.34
– Transferred to Phase II -9,249,750.55 9,249,750.55
–Transferred to Phase III -12,870,884.36 12,870,884.36
Increases in current year 187,982,205.00 187,982,205.00
Other increases during the year
Derecognition -374,398,480.80 -849,475.04 -375,247,955.84
Provision written-off in this year -12,571,427.16 -12,571,427.16
Closing balance 749,292,983.43 2,431,303.00 60,570,857.91 812,295,144.34

Basis for provision for bad debt and assessment of significant increase in credit risk of financial instruments during the period:

¨ Applicable Not applicable

(10). Situation of the provision of bad debts

Applicable ¨ Not applicable

Unit:Yuan Currency: RMB

Increase<br> and decrease of current period
Opening Provision<br> Recovered Charge-off Other Closing
Category balance Provision or<br> Reversed or<br> write-off changes balance
Bad-debt<br> provision for other receivables 74,073,947.18 19,245,623.80 10,620,791.86 12,571,427.16 70,127,351.96
Total 74,073,947.18 19,245,623.80 10,620,791.86 12,571,427.16 70,127,351.96

Significant reversal or recovery of bad-debt provision of current year is:

¨ Applicable Not applicable
– 89 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

(11). Other receivables actually verified and cancelled of current year

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Write-off amount
Other receivables actually written off 12,571,427.16

Where the other receivables written off is important:

¨ Applicable Not applicable

Descriptions for verification and write-off of other receivables:

¨ Applicable Not applicable

(12). Other receivables of top five companies with the greatest closing amount based on the debtor’s categorizing

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Unit name Nature of receivable Closing <br><br>balance Aging Proportion in<br><br> total closing<br><br> balance of<br><br> other<br><br> receivables Closing<br><br> balance of<br><br> bad-debt <br><br>provision
(%)
Yuhong District Bureau of Finance, Shenyang Various types of deposits and guarantees receivable 54,750,000.00 Over 3 years 6.74 447,500.00
Fujian Huiyouyuan Real Estate Development Co., Ltd. Various types of deposits and guarantees receivable 24,000,000.00 Over 3 years 2.95 240,000.00
Personal prepaid card payments Other receivables 16,972,427.96 Over 3 years 2.09 16,972,427.96
Fuzhou Yijiu San San Bean Products Co., Ltd. and its subsidiaries Receivables from affiliated parties 11,942,088.70 1-2 years 1.48 119,420.89
Fuzhou Soarfree Information Technology Co., Ltd. Various types of deposits and guarantees receivable 10,000,000.00 Within  1 year 1.23 100,000.00
Total / 117,664,516.66 / 14.49 17,879,348.85
1. Accounts receivable involving governmental subsidies
--- ---
¨ Applicable Not applicable
--- --- --- ---
2. Other receivables with terminated confirmation due to financial<br>assets transfer
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 90 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
3. Amount of assets and liabilities formed through transfer of<br>other accounts receivable and continuous involvement
--- ---
¨ Applicable Not applicable
--- --- --- ---

(13). Accounts receivable involving governmental subsidies

¨ Applicable Not applicable

(14). Other receivables with terminated confirmation due to financial assets transfer

¨ Applicable Not applicable

(15). Amount of assets and liabilities formed through transfer of other accounts receivable and continuous involvement

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
11. Inventories
--- ---
(1). Inventory classification
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Items Book<br> balance Closing<br> balance<br><br> Provision for<br><br> inventory<br><br> depreciation or<br><br> provision for<br><br> impairment of <br><br> contract <br><br> fulfilling costs Carrying<br> value Book<br> balance Opening<br> balance<br> Provision for<br> inventory<br> depreciation or<br> provision for<br> impairment of<br> contract<br> fulfilling<br> costs Carrying<br> value
Raw<br> material 6,493,421.17 6,493,421.17 3,590,421.53 3,590,421.53
Inventory goods 10,740,019,264.38 10,740,019,264.38 10,833,444,376.12 10,833,444,376.12
Low-cost consumables 44,978,521.31 44,978,521.31 44,644,294.73 44,644,294.73
Total 10,791,491,206.86 10,791,491,206.86 10,881,679,092.38 10,881,679,092.38
(2). Provision for inventory depreciation or provision for impairmentof contract fulfilling costs
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Explanation for ending balance of inventories containingcapitalized borrowing expense
--- ---
¨ Applicable Not applicable
--- --- --- ---
(4). Explanation of amortization of contract fulfillment costsin the current period
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 91 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Other disclosures

¨ Applicable Not applicable
12. Contract assets
--- ---
(1). Contract assets
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Amounts and reasons for significant changes in book valueduring the reporting period
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Provision of impairment losses of contract assets of thecurrent period
--- ---
¨ Applicable Not applicable
--- --- --- ---

If bad debt provision is provided based on the expected credit loss general model, please refer to the disclosure of other receivables:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable

13. Available-for-sale assets

¨ Applicable Not applicable

14. Non-current assets due within one year

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Finance lease receivable due within one year 41,563,339.26 48,150,956.00
Total 41,563,339.26 48,150,956.00

End-of-year significant creditor investments and other creditor investments

¨ Applicable Not applicable
15. Other current assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Items Closing balance Opening balance
Input tax to be certified 1,644,071,966.91 1,802,188,965.51
Input tax to be deducted 294,935,904.60 246,822,644.50
Advance income tax 44,161,141.25 42,678,827.69
Advance payment of other taxes 2,262,183.27 859,101.43
Total 1,985,431,196.03 2,092,549,539.13
– 92 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
16. Creditor investments
--- ---
(1). Creditor investments
--- ---
¨ Applicable Not applicable
--- --- --- ---
1. End-of-year significant creditor<br>investments
--- ---
¨ Applicable Not applicable
--- --- --- ---
  1. Provision of impairment losses
¨ Applicable Not applicable

Basis for provision for impairment and assessment of significant increase in credit risk of financial instruments during the period

¨ Applicable Not applicable

(2). End-of-year significant creditor investments

¨ Applicable Not applicable

(3). Provision of impairment losses

¨ Applicable Not applicable

Basis for provision for impairment and assessment of significant increase in credit risk of financial instruments during the period

¨ Applicable Not applicable

Other disclosures

¨ Applicable Not applicable

17. Other creditor investments

(1). Situation of other creditor investments

¨ Applicable Not applicable

(2). End-of-year significant other creditor investments

¨ Applicable Not applicable

(3). Provision of impairment losses

¨ Applicable Not applicable

Basis for provision for impairment and assessment of significant increase in credit risk of financial instruments during the period

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
– 93 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
18. Long-term receivables
--- ---
(1). Long-term receivables
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Closing balance Opening balance ****
Items Book balance Bad debt provision Carrying value Book balance Bad debt provision Carrying value Discount rate interval
Finance<br> lease outlay 73,044,056.84 73,044,056.84 76,858,788.21 76,858,788.21 4.35%-4.9%
Including:<br> unrealized
financing<br> income 17,551,350.54 17,551,350.54 15,224,218.72 15,224,218.72
Total 73,044,056.84 73,044,056.84 76,858,788.21 76,858,788.21 /
(2). Provision of bad debts
--- ---
¨ Applicable Not applicable
--- --- --- ---

Basis for provision for bad debt and assessment of significant increase in credit risk of financial instruments during the period

¨ Applicable Not applicable
(3). Derecognized long-term receivables caused by transfer offinancial assets
--- ---
¨ Applicable Not applicable
--- --- --- ---
(4). Amount of assets and liabilities formed through transferof long-term accounts receivable and continuous involvement.
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable
– 94 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
19. Long-term equity investments
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase/decrease in the current period
Investee Opening<br><br> balance Increased<br><br> investment Decreased<br><br> investment Investment<br><br> profit and loss<br><br> recognized with<br><br> the equity<br><br> method Other<br><br> comprehensive<br><br> income<br><br> adjustments Other equity<br><br> changes Distribution of<br><br> cash dividends<br><br> or profits Provision of<br><br> impairment<br><br> losses Closing <br> balance Closing balance<br><br> of provision for<br><br> impairment
I. Cooperative enterprises
Yonghui Fresh Food Development Co., Ltd. (Note 1) 199,453,270.93 -150,395,271.51 107,664,946.83 156,722,946.25
Subtotal 199,453,270.93 -150,395,271.51 107,664,946.83 156,722,946.25
II. Joint ventures
Zhongbai Holdings Group Co., Ltd. (“Zhongbai Group”) (Note 2) 1,688,000,000.00 -19,307,690.03 -26,021,019.30 -10,167,606.30 -316,503,684.37 1,316,000,000.00 555,451,006.05
Chengdu Hongqi Chain Co., Ltd. (“Hongqi Chain”) 1,892,680,864.41 101,079,401.14 -45,124,800.00 1,948,635,465.55
Zhanjiang Guolian Aquatic Products Co., Ltd. <br> (Note III) 289,866,740.21 -290,021,282.52 160,212.29 -5,669.98
Fujian OneBank Co., Ltd. (“OneBank”) 600,076,754.62 1,422,868.63 1,652,642.73 603,152,265.98
Xiangcun Gaokao Agricultural Co., Ltd. 285,000,000.00 1,190,547.42 286,190,547.42 159,920,284.65
Fujian Minwei Industrial Co., Ltd. 76,621,138.19 9,547,662.25 86,168,800.44
Fujian Xingyuan Agricultural and Animal Husbandry Technology Co., Ltd. 92,040,875.39 -16,384,492.04 75,656,383.35
– 95 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Increase/decrease in the current period
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Investee Opening<br><br> balance Increased<br><br> investment Decreased<br><br> investment Investment<br><br> profit and loss<br><br> recognized with<br><br> the equity<br><br> method Other<br><br> comprehensive<br><br> income<br><br> adjustments Other equity<br><br> changes Distribution of<br><br> cash dividends<br><br> or profits Provision of<br><br> impairment<br><br> losses Closing <br> balance Closing balance<br><br> of provision for<br><br> impairment
Beijing Friendship Messenger Trading Co., Ltd. 17,419,070.33 34,432,570.90 51,851,641.23
Sichuan Yongchuang Yaohui Supply Chain Management Co., Ltd. 14,656,107.88 5,653,503.50 20,309,611.38
Fuzhou Yijiu San San Bean Products Co., Ltd. 29,885.11 -29,885.11
Fanshiyun (Beijing) Retail Technology Co., Ltd. 16,515,572.68 -2,658,172.27 13,857,400.41
1233 International Supply Chain Management <br> Co., Ltd. 194,895,104.58 -6,037,848.58 188,857,256.00
Fujian Lingyu Jinhua Brand Management Co., Ltd. 13,033,951.27 182,564.15 -2,380,000.00 10,836,515.42
Yunda Online (Shenzhen) Technology Development Co., Ltd. 12,316,345.35 -3,564,272.36 -3,218,259.25 5,533,813.74 3,218,259.25
Origin Country Network Technology (Shanghai) Co., Ltd. 4,106,615.61 -185.73 -4,062,445.92 43,983.96 4,062,445.92
Fujian Enhui Technology Co., Ltd. 3,249,033.66 -863,043.19 -1,784,677.08 601,313.39 1,784,677.08
Jiangsu Shenguo Technology Co., Ltd. 2,643,774.87 -2,541,986.74 -101,788.13
Shanghai Xuanhui Business Service Technology <br> Co., Ltd. 1,998,517.50 -1,998,517.50
Fujian Caimeimei Supply Chain Management <br> Co., Ltd. 738,472.16 -738,472.16
– 96 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Increase/decrease in the current period
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Investee Opening<br><br> balance Increased<br><br> investment Decreased<br><br> investment Investment<br><br> profit and loss<br><br> recognized with<br><br> the equity<br><br> method Other<br><br> comprehensive<br><br> income<br><br> adjustments Other equity<br><br> changes Distribution of<br><br> cash dividends<br><br> or profits Provision of<br><br> impairment<br><br> losses Closing <br> balance Closing balance<br><br> of provision for<br><br> impairment
Quanzhou Lixia Business Management Co., Ltd. 123,449.32 -12,434.56 -111,014.76
Beijing Yonghui Yuanxin Health Technology <br> Co., Ltd. (Note 4) 9,800,000.00 -664,537.40 9,135,462.60
Subtotal 5,206,012,273.14 9,800,000.00 -292,575,703.82 101,209,411.02 1,646,972.75 -26,021,019.30 -57,672,406.30 -325,569,066.62 4,616,830,460.87 724,436,672.95
Total 5,405,465,544.07 9,800,000.00 -292,575,703.82 -49,185,860.49 1,646,972.75 81,643,927.53 -57,672,406.30 -325,569,066.62 4,773,553,407.12 724,436,672.95

Other disclosures

Note 1: The Group’s<br>Cooperative Enterprises Yonghui Fresh Food Development Co., Ltd. (“Yonghui<br>Fresh Food”) completed Series A financing in 2020. The Group fulfilled<br>its capital contribution obligations to the Yonghui Fresh Food in 2020. In 2021, other third-party shareholders of Yonghui Fresh Food<br>fulfilled their capital contribution obligations, resulting in an increase of RMB107,664,946.83 in the Group’s<br>net assets share of Yonghui Fresh Food.
Note 2: The Group’s<br>affiliated business Zhongbai Group had changes in capital reserve in 2021, resulting in a decrease of RMB26,021,019.30 in the Group’s<br>net assets share of Zhongbai Group.
Note 3: The Group reduced all equity interests in Zhanjiang Guolian<br>Aquatic Products Development Co., Ltd. through the bulk trading platform of Shenzhen Stock Exchange in 2021.
Note 4: The Group jointly established Beijing Yonghui Yuanxin Health<br>Technology Co., Ltd. with Beijing Yuanxin Technology Group Co., Ltd., with a registered capital of RMB20,000,000.00. The Group’s<br>subscribed capital contribution amount was RMB9,800,000.00, accounting for 49.00% of the registered capital. As of December 31, 2021,<br>the Group has fulfilled its capital contribution obligations to Beijing Yonghui Yuanxin Health Technology Co., Ltd.
– 97 –
APPENDIX II FINANCIAL INFORMATION OF THETARGET GROUP

20. Other equity instrument investments
(1). Other equity instrument investments
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Non-trading equity instrument investments
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable

21. Other non-current financial assets

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Equity instrument investment
Financial assets measured at fair value with changes included in current profits and losses
Karman Topco L.P. (Note I) 1,148,540,187.18
Dalian Wanda Commercial Management Group Co., Ltd. 4,100,000,000.00 3,708,000,000.00
Yihai Kerry Arawana Holdings Co., Ltd. (Note 1) 750,278,378.94
Ningbo Meishan Bonded Port Zone Kangyu Investment Partnership Enterprise (Limited Partnership) 11,341,004.18
Total 4,100,000,000.00 5,618,159,570.30

Other notes:

Applicable ¨ Not applicable

Note 1: These financial assets were released from restricted sale during the current year and reclassified to trading financial assets.

– 98 –
APPENDIX II FINANCIAL INFORMATION OF THETARGET GROUP
22. Investment properties
--- ---

Measurement model for investment properties


(1). Investment properties measured with cost measurement model

Unit: Yuan Currency: RMB

Items Houses and<br><br> buildings Total
I. Original book value
1. Opening balance 397,840,556.69 397,840,556.69
2. Increase in current period
3. Decrease in current period
4. Closing balance 397,840,556.69 397,840,556.69
II. Accumulated depreciation and amortization
1. Opening balance 65,092,168.77 65,092,168.77
2. Increase in current period 10,807,004.14 10,807,004.14
(1) Depreciation or amortization 10,807,004.14 10,807,004.14
3. Decrease in current period
4. Closing balance 75,899,172.91 75,899,172.91
III. Provision for impairment
1. Opening balance
2. Increase in current period
3. Decrease in current period
4. Closing balance
IV. Book value
1. Closing book value 321,941,383.78 321,941,383.78
2. Opening book value 332,748,387.92 332,748,387.92
(2). Investment properties with unsettled property certificate
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable
23. Fixed assets
--- ---

Itemized list

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Fixed assets 4,646,074,375.37 5,310,424,471.89
Total 4,646,074,375.37 5,310,424,471.89

Other notes:

¨ Applicable Not applicable
– 99 –
APPENDIX II FINANCIAL INFORMATION OF THETARGET GROUP

Fixedassets

(1). Fixed assets
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Items Houses<br><br> and <br> buildings Machinery<br> <br> and <br> equipment Transportation<br><br> equipment Electronic<br> <br> equipment Tools<br> <br> and <br> instruments Total
I. Original Book Value:
1. Opening balance 2,666,621,481.79 2,718,721,642.87 307,374,042.63 1,023,079,953.39 2,467,651,442.85 9,183,448,563.53
2. Increase in current period 102,595,521.27 173,368,139.02 5,727,653.69 113,911,525.94 106,917,534.79 502,520,374.71
(1) Acquisition 93,503,890.56 32,939,685.71 5,457,843.03 63,735,756.72 29,452,098.00 225,089,274.02
(2) Transfer from construction<br> in progress 9,091,630.71 140,428,453.31 269,810.66 50,175,769.22 77,465,436.79 277,431,100.69
3. Decrease in current period 190,002,272.63 6,345,822.51 113,965,920.05 330,926,681.41 641,240,696.60
(1) Disposal or scrapping 190,002,272.63 6,345,822.51 113,965,920.05 330,926,681.41 641,240,696.60
(2) Other decrease
4. Closing balance 2,769,217,003.06 2,702,087,509.26 306,755,873.81 1,023,025,559.28 2,243,642,296.23 9,044,728,241.64
II. Accumulated depreciation
1. Opening balance 449,313,031.53 1,403,166,132.25 60,758,555.21 623,721,924.20 1,336,064,448.45 3,873,024,091.64
2. Increase in current period 77,257,234.06 358,795,761.89 17,695,151.53 178,559,414.02 318,673,723.10 950,981,284.60
(1) Provision 77,257,234.06 358,795,761.89 17,695,151.53 178,559,414.02 318,673,723.10 950,981,284.60
3. Decrease in current period 128,547,590.42 5,411,310.49 85,634,933.58 243,181,850.55 462,775,685.04
(1) Disposal or scrapping 128,547,590.42 5,411,310.49 85,634,933.58 243,181,850.55 462,775,685.04
(2) Other decrease
4. Closing balance 526,570,265.59 1,633,414,303.72 73,042,396.25 716,646,404.64 1,411,556,321.00 4,361,229,691.20
III. Provision for impairment
1. Opening balance
2. Increase in current period 18,498,545.45 112,407.73 5,564,730.20 13,248,491.69 37,424,175.07
(1) Provision 18,498,545.45 112,407.73 5,564,730.20 13,248,491.69 37,424,175.07
3. Decrease in current period
(1) Disposal or scrapping
4. Closing balance 18,498,545.45 112,407.73 5,564,730.20 13,248,491.69 37,424,175.07
IV. Book value
1. Closing book value 2,242,646,737.47 1,050,174,660.09 233,601,069.83 300,814,424.44 818,837,483.54 4,646,074,375.37
2. Opening book value 2,217,308,450.26 1,315,555,510.62 246,615,487.42 399,358,029.19 1,131,586,994.40 5,310,424,471.89

(2). Temporary idle fixed assets

¨ Applicable Not applicable

(3). Fixed assets acquired from financing lease

¨ Applicable Not applicable

(4). Fixed assets acquired from operating leasing

¨ Applicable Not applicable

(5). Fixed assets without certificate of title

Applicable ¨ Not applicable
– 100 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Unit: Yuan Currency:RMB

Items Carrying<br> <br><br> value Reasons<br> for failure <br><br> to get the certificates <br><br> of title
Shijiazhuang<br> Minxin Square Housing Property 163,236,276.84 Processing
Factories<br> and office buildings of Shaanxi Yonghui Superstores Co., Ltd. 37,121,596.09 Processing
Rail<br> interface of the underground passage at Nanqiaosi Station, Chongqing Xuanhui Real Estate 27,452,687.48 The<br> Group only has the right to use without ownership.
Office<br> building of Fuping Yonghui Modern Agriculture Development Co., Ltd. 9,251,535.47 Processing

Other notes:

¨ Applicable Not applicable

Disposalof fixed asset

¨ Applicable Not applicable
24. Construction in progress
--- ---

Itemizedlist

Applicable ¨ Not applicable

Unit:Yuan Currency: RMB

Items Closing<br> balance Opening<br> balance
Construction<br> in progress 410,335,149.87 194,264,567.11
Total 410,335,149.87 194,264,567.11

Other notes:

¨ Applicable Not applicable

Constructionin progress

(1). Construction in progress
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency:RMB

Closing<br> balance<br><br> Impairment Carrying Opening<br> balance<br><br> Impairment Carrying
Items Book<br> balance provision value Book<br> balance provision value
Store<br> decoration 126,818,264.09 126,818,264.09 113,222,545.77 113,222,545.77
Guizhou<br> Logistics Park Industrial Park 171,652,726.33 171,652,726.33 35,895,588.54 35,895,588.54
Information<br> technology upgrade project 5,627,818.78 5,627,818.78 34,133,835.46 34,133,835.46
Yonghui<br> Northeast Warehousing Center Construction Project 87,151,397.84 87,151,397.84 11,012,597.34 11,012,597.34
Fujian<br> Yonghui Warehousing Center for New Business Format 19,084,942.83 19,084,942.83
Total 410,335,149.87 410,335,149.87 194,264,567.11 194,264,567.11
– 101 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
1. Current<br> changes in major projects under construction
--- ---
(2). Current changes in major projects under construction
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency:RMB

Project name Budget<br><br> amount Opening<br><br> balance Increase in current period Amount of transferred fixed assets of current period Other decreased amount of current period Closing<br><br> balance Proportion of accumulative total project investment in the budget Project<br><br> progress Accumulated amount of interest capitalization Including: amount of capitalization of current interest Interest capitalization rate in the current period Source<br> of<br><br> funds
(%) (%)
Yonghui<br> Northeast Warehousing Center<br><br> Construction Project 400,000,000.00 11,012,597.34 76,138,800.50 87,151,397.84 22 65 Self-funded
Guizhou<br> Logistics Park Industrial Park 330,670,772.60 35,895,588.54 135,757,137.79 171,652,726.33 52 80 Self-funded
Nantong<br> Logistics Park Warehousing<br><br> <br>Center<br> Building No. 8 80,000,000.00 16,330,275.23 16,330,275.23 20 38 Self-funded
Total 810,670,772.60 46,908,185.88 228,226,213.52 275,134,399.40 / / / /
– 102 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(3). Provision of impairment losses of construction in progress in current period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable

Projectmaterials

(4). Status of project materials
¨ Applicable Not applicable
--- --- --- ---
25. Productive biological assets
--- ---
(1). Productive biological assets measured at cost
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency:RMB

Items Planting<br> industry<br> Immature <br> persimmon trees Total
I. Original<br> book value
1. Opening balance
2.<br> Increase in current period 11,627,554.75 11,627,554.75
3. Decrease<br> in current period
4. Closing balance 11,627,554.75 11,627,554.75
II. Accumulated<br> depreciation
1. Opening balance
2. Increase<br> in current period
3. Decrease<br> in current period
4. Closing balance
III. Provision<br> for impairment
1. Opening balance
2. Increase<br> in current period
3. Decrease<br> in current period
4. Closing balance
IV. Book value
1. Closing book<br> value 11,627,554.75 11,627,554.75
2. Opening book<br> value
(2). Productive biological assets measured at fair value
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable
26. Oil and gas assets
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 103 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
27. Right-of-use assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Items Houses<br> and<br><br> buildings Total
I. Original book value
1. Opening balance 32,452,088,775.09 32,452,088,775.09
2. Increase in current period 2,663,057,324.15 2,663,057,324.15
(1) Additions 2,663,057,324.15 2,663,057,324.15
3. Decrease in current period 1,273,915,807.94 1,273,915,807.94
(1) Disposal 1,273,915,807.94 1,273,915,807.94
4. Closing balance 33,841,230,291.30 33,841,230,291.30
II. Accumulated depreciation
1. Opening balance 9,714,225,040.84 9,714,225,040.84
2. Increase in current period 2,227,949,432.01 2,227,949,432.01
(1) Provision 2,227,949,432.01 2,227,949,432.01
3. Decrease in current period 400,594,984.46 400,594,984.46
(1) Disposal 400,594,984.46 400,594,984.46
4. Closing balance 11,541,579,488.39 11,541,579,488.39
III. Provision for impairment
1. Opening balance 120,318,002.72 120,318,002.72
2. Increase in current period 212,171,440.65 212,171,440.65
(1) Provision 212,171,440.65 212,171,440.65
3. Decrease in current period
4. Closing balance 332,489,443.37 332,489,443.37
IV. Book value
1. Closing book value 21,967,161,359.54 21,967,161,359.54
2. Opening book value 22,617,545,731.53 22,617,545,731.53
28. Intangible assets
--- ---

(1). Intangible assets
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency:RMB

Items Land<br> use right Patent<br> rights Non-patented<br><br> technologies Software Sales<br> network Total
I.  Original book<br> value
1. Opening balance 646,453,759.17 159,739.89 31,193,166.14 1,287,028,343.82 124,688,679.24 2,089,523,688.26
2. Increase in current period 50,309.00 200,375,174.51 200,425,483.51
(1) Acquisition 50,309.00 61,814,552.34 61,864,861.34
(2) Internal R&D
(3) Transfer from work<br> in progress 138,560,622.17 138,560,622.17
3. Decrease in current period 98,860.30 98,860.30
(1) Disposal 98,860.30 98,860.30
4. Closing balance 646,504,068.17 159,739.89 31,193,166.14 1,487,304,658.03 124,688,679.24 2,289,850,311.47
II. Accumulated amortization
1. Opening balance 131,660,266.29 29,282.90 728,265.12 299,671,402.78 20,702,358.49 452,791,575.58
2. Increase<br> in current period 14,072,444.69 13,713.76 6,109,963.70 236,441,877.91 9,959,979.55 266,597,979.61
(1) Provision 14,072,444.69 13,713.76 6,109,963.70 236,441,877.91 9,959,979.55 266,597,979.61
3. Decrease<br> in current period 97,885.70 97,885.70
(1) Disposal 97,885.70 97,885.70
4. Closing balance 145,732,710.98 42,996.66 6,838,228.82 536,015,394.99 30,662,338.04 719,291,669.49
III. Provision for impairment
1. Opening balance 19,750,000.00 19,750,000.00
2. Increase<br> in current period 25,373,333.33 25,373,333.33
(1) Provision 25,373,333.33 25,373,333.33
3. Decrease in current period
(1) Disposal
4. Closing balance 45,123,333.33 45,123,333.33
IV. Book value
1. Closing book value 500,771,357.19 116,743.23 24,354,937.32 951,289,263.04 48,903,007.87 1,525,435,308.65
2. Opening book<br> value 514,793,492.88 130,456.99 30,464,901.02 987,356,941.04 84,236,320.75 1,616,982,112.68
– 104 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(2). Land use right with incomplete certificates of title
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
29. Development expenditures
--- ---

¨ Applicable     √     Not applicable

30. Goodwill
(1). Original book value of goodwill
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
---
Name of invested entity or matter forming goodwill Opening balance Increase in the current period<br><br> Formed by business merger Decrease in the current period<br><br> Provision of impairment losses Closing balance
--- --- --- --- ---
Shanghai Dongzhan International<br> Trade Co., Ltd. 3,661,378.25 3,661,378.25
Guangdong PARK&YH Superstores<br> Co., Ltd. 305,456,779.92 305,456,779.92
Total 309,118,158.17 309,118,158.17
(2). Provision for goodwill impairment
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Name of invested entity or matter forming goodwill Opening balance Increase in the current period Provision Decrease in the current period Disposal Closing balance
Guangdong PARK&YH<br> Superstores Co., Ltd. 187,786,913.38 117,669,866.54 305,456,779.92
Total 187,786,913.38 117,669,866.54 305,456,779.92
(3). Information about the asset group or asset group portfolio of the goodwill
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Goodwill acquired through business combination has been allocated to the assets group of Guangdong PARK&YH Superstores Co., Ltd. for impairment testing. Based on the results of the impairment test, the Group recognized goodwill impairment loss for the year 2021 as approved by the Group's board of directors.

– 105 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(4). Explanation of the goodwill impairment testing process, key parameters (such as forecast period growth rate, stable period growth rate, profit margin, discount rate, and forecast period, etc., if applicable), and methods for recognizing goodwill impairment loss.
--- ---
Applicable ¨ Not applicable
--- --- --- ---

The asset group of Guangdong PARK&YH Superstores Co., Ltd. is mainly composed of long-term assets. As of December 31, 2021, the carrying value of this asset group has been RMB285,129,210.26 (excluding goodwill) (December 31, 2020: RMB358,276,749.21), and the allocated carrying value of goodwill for this asset group has been RMB305,456,779.92 (December 31, 2020: RMB305,456,779.92). The recoverable amount is determined based on the present value of the estimated future cash flows of the asset group, using cash flow forecasts based on a five-year financial budget approved by the Management. For the year 2021, the discount rate used for the cash flow forecasts was 14.6% (2020: 14.6%), and the growth rate assumed for cash flows beyond five years was 0% (2020: 0%).

The calculation of the present value of estimated future cash flows for the asset group as of December 31, 2021 and December 31, 2020, is based on certain assumptions. The following describes the key assumptions made by the Management in determining the cash flow forecasts for the impairment testing of goodwill:

Budgeted gross profit — The basis is adjusted from the average gross profit rate achieved in the previous year based on expected efficiency improvements and market development.

Discount rate — The discount rate used reflects the pre-tax discount rate that reflects the specific risks of the relevant asset group.

The amounts attributed to the key assumptions for the above asset group or portfolio of asset group are consistent with the Group's historical experience and external information.

(5). Impact of impairment test of business reputation
Applicable ¨ Not applicable
--- --- --- ---

Based on the results of the impairment test, RMB117,669,866.54 of impairment loss was recognized for goodwill at the end of the year.

Other disclosures

¨ Applicable Not applicable
31. Long-term unamortized expenses
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Items Opening<br><br> balance Increase<br> in<br><br> current period Amortization<br><br> amount in<br> current period Other<br> decreases Provision<br> of<br><br> impairment<br><br> losses Closing<br> <br> balance
Renovation<br> costs of rented store 3,640,749,223.76 717,300,892.12 688,072,377.10 172,452,178.91 59,228,474.07 3,438,297,085.80
Decoration<br> expenses for Nantong Logistics Park project 16,096,840.71 19,570,942.98 3,971,722.17 31,696,061.52
Decoration<br> expenses for East China Logistics Park 13,477,141.25 984,353.20 1,965,606.35 12,495,888.10
House<br> rent
Leasehold<br> tenure
Total 3,670,323,205.72 737,856,188.30 694,009,705.62 172,452,178.91 59,228,474.07 3,482,489,035.42
– 106 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Other notes:

The decrease in long-term prepaid expenses for the year is due to the closure of certain stores.

As of the end of 2020, the long-term prepaid expenses for rental properties mainly consist of the construction payments for the store building of Fuzhou Wusi North Store, amounting to RMB30,371,207.71, advanced by the Company on behalf of the owner, Fuzhou Rongfu Group Co., Ltd., and is amortized evenly over a 20-year lease term starting from February 2007. On January 1, 2021, it was remeasured and recognized as right-of-use assets in accordance with the new lease standards. See Note V, 44 for more details.

The leasehold represent the cost of subleases paid for acquired stores and are amortized evenly over the period of benefit. On January 1, 2021, it was remeasured and recognized as right-of-use assets in accordance with the new lease standards. See Note V, 44 for more details.

32. Deferred tax assets/Deferred tax liabilities
(1). Deferred income tax assets not offset
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

**** Closing balance Opening balance
**** Deductible **** **** Deductible ****
**** temporary Deferred tax **** temporary Deferred tax
Items differences asset differences asset
Lease liabilities 17,098,796,792.01 3,560,224,981.50
Provision for impairment of<br> assets 986,612,162.81 185,677,515.48 662,656,951.85 144,377,775.71
Unrealized profits in internal<br> transaction 40,622,102.73 10,155,525.69 45,721,581.00 11,430,395.25
Deductible loss 2,371,321,390.45 545,288,112.14 1,025,713,561.11 231,865,420.89
Equity incentives 119,089,750.65 29,772,437.67
Provision for impairment of<br> credit 191,562,369.81 38,988,455.63 170,874,902.89 37,920,894.37
Estimated liabilities 2,740,384.12 505,635.62 38,051,539.30 8,742,014.82
Reward points program 29,168,757.37 5,847,123.91 40,594,721.46 8,497,516.51
Total 20,720,823,959.30 4,346,687,349.97 2,102,703,008.26 472,606,455.22
(2). Deferred tax liabilities not offset
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Closing<br> balance Opening<br> balance
Temporary<br><br> taxable Deferred tax Temporary<br><br> taxable Deferred tax
Items difference liabilities difference liabilities
Profits<br> and losses from changes in fair value 1,074,164,007.75 253,147,239.81 945,180,671.35 220,901,405.71
One-time<br> deduction of fixed assets 649,957,740.00 126,104,146.83 882,231,189.69 172,898,776.19
Receivable<br> from finance lease payments 62,371,748.65 14,661,750.15
Right-of-use<br> assets 14,043,209,983.69 2,918,453,404.70
Estimated<br> value added of the assets in business combination not under same control 684,761,996.23 171,190,499.06 892,295,225.08 223,073,806.27
Total 16,514,465,476.32 3,483,557,040.55 2,719,707,086.12 616,873,988.17
– 107 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(3). Deferred income tax assets or deferred income tax liabilities listed in net amount after offset
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Items Amount<br> not <br> Offset in the <br> Period of <br> Deferred <br> Income Tax <br> Assets and <br> Liabilities Closing<br> Balance<br> of Offset <br> Deferred <br> Income Tax <br> Assets or <br> Liabilities Amount<br> not <br> Offset in the <br> Period of<br> Deferred <br> Income Tax <br> Assets and <br> Liabilities Closing<br> Balance<br> of Offset <br> Deferred<br> Income Tax <br> Assets or <br> Liabilities
Deferred tax asset 3,310,662,181.26 1,036,025,168.71 472,606,455.22
Deferred tax liabilities 3,310,662,181.26 172,894,859.29 616,873,988.17
(4). Details of unrecognized deferred income tax assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB ****


Items Closing<br> balance Opening<br> balance
Deductible temporary differences 1,919,864,334.95 203,769,374.99
Deductible loss 5,910,552,113.05 3,866,702,524.94
Total 7,830,416,448.00 4,070,471,899.93


(5). Deductible losses of unconfirmed deferred income tax assets will be expired in the following listed year
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB


Year Closing<br> Balance Opening<br> Balance Comments
Year 2021 123,599,636.97
Year 2022 150,240,764.94 210,560,917.45
Year 2023 641,389,976.35 707,103,789.14
Year 2024 1,426,277,987.99 1,487,360,188.66
Year 2025 1,274,737,823.74 1,338,077,992.72
Year 2026 2,417,905,560.03
Total 5,910,552,113.05 3,866,702,524.94 /

Other notes:


¨ Applicable Not applicable

33. Other non-current assets
¨ Applicable Not applicable
--- --- --- ---
– 108 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
34. Short-term borrowings
--- ---
(1). Classification of short-term loans
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency:RMB

Items Closing<br> balance Opening<br> balance
Credit loan 10,947,557,472.21 13,889,997,357.11
Total 10,947,557,472.21 13,889,997,357.11

Descriptions for categories of short-term loans:

The Group had had no overdue short-term borrowings as of December 31, 2021 and December 31, 2020.

(2). Overdue unliquidated short-term loans
¨ Applicable Not applicable
--- --- --- ---

The significant overdue and unpaid short-term borrowings are as follows:

¨ Applicable Not applicable

Other disclosures

¨ Applicable Not applicable
35. Trading financial liabilities
--- ---
¨ Applicable Not applicable
--- --- --- ---
36. Derivative financial liabilities
--- ---
¨ Applicable Not applicable
--- --- --- ---
37. Notes payable
--- ---
(1). List of notes payable
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency:RMB

Category Closing<br> balance Opening<br> balance
Commercial acceptance bill 33,000,000.00
Total 33,000,000.00

There is no unpaid mature notes payable at the end of this period.

– 109 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
38. Accounts payable
--- ---
(1). List of accounts payable
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency:RMB

Items Closing balance Opening balance
Payment for goods 12,518,578,825.59 12,513,674,031.70
Total 12,518,578,825.59 12,513,674,031.70
1. Important<br> accounts payable with more than one-year aging
--- ---
(2). Important accounts payable with more than one-year aging
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable
39. Advance receipts
--- ---
(1). Presentation of advance receipts
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency:RMB

Items Closing balance Opening balance
Prepaid rent from lessees 199,815,968.65 164,020,698.54
Total 199,815,968.65 164,020,698.54
(2). Important accounts collected in advance with more than one-year aging
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing<br> balance Reason for outstanding<br><br> payment or carry-over
Prepaid rent from lessees 62,144,625.72 Services not yet provided
Total 62,144,625.72 /

Other disclosures

¨ Applicable Not applicable
– 110 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
40. Contract liabilities
--- ---
(1). Contract liabilities
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency:RMB


Items Closing balance Opening balance
Advance payments from customers 4,168,427,116.82 3,336,292,122.11
Reward points program 42,813,907.80 47,747,634.87
Advance payment of supplier service fees 91,833,351.24 88,037,037.21
Total 4,303,074,375.86 3,472,076,794.19

The balance of the contract liability at the beginning of 2021 was RMB3,472,076,794.19, of which RMB2,032,509,276.68 was transferred to income in 2021.

(2). Amounts and reasons for significant changes in book value during the reporting period
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
41. Employee compensation payable
--- ---
(1). List of payrolls payable
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Opening Increase in the Decrease in the Closing
Items balance current<br> period current<br> period balance
I. Short-term payrolls 670,232,792.09 7,957,025,770.48 8,003,197,536.68 624,061,025.89
II. Post-employment welfare – defined<br> contribution plan 48,820,158.82 703,391,385.38 713,152,551.36 39,058,992.84
III. Dismiss welfare 2,528,727.24 20,032,140.79 20,395,135.58 2,165,732.45
Total 721,581,678.15 8,680,449,296.65 8,736,745,223.62 665,285,751.18
(2). List of short-term payrolls
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Opening balance Increase in the current period Decrease in the current period Closing balance
I. Salaries, bonuses, allowances and subsidies 622,550,269.61 7,042,331,267.19 7,095,461,257.42 569,420,279.38
II. Employee services and benefits 5,755,535.94 275,517,269.84 279,864,680.78 1,408,125.00
III. Social Insurance 21,884,505.27 446,786,690.00 443,808,495.88 24,862,699.39
Include: medical insurance premiums 17,497,229.45 413,271,887.02 411,161,115.29 19,608,001.18
Work injury insurance premium 2,288,323.30 18,566,052.56 18,926,779.95 1,927,595.91
Maternity insurance premiums 2,098,952.52 14,948,750.42 13,720,600.64 3,327,102.30
IV. Housing provident fund 4,498,796.58 154,042,630.24 154,201,045.65 4,340,381.17
V. Labor union expenditure<br> and employee education expenses 15,543,684.69 38,347,913.21 29,862,056.95 24,029,540.95
Total 670,232,792.09 7,957,025,770.48 8,003,197,536.68 624,061,025.89
– 111 –

APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

(3). List of defined contribution plans
¨ Applicable Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Opening<br> balance Increase in the  current period Decrease in the current period Closing<br> balance
1. Basic endowment insurance 46,232,294.11 679,903,730.77 689,335,592.55 36,800,432.33
2. Unemployment insurance premium 2,587,864.71 23,487,654.61 23,816,958.81 2,258,560.51
Total 48,820,158.82 703,391,385.38 713,152,551.36 39,058,992.84

Other notes:

¨ Applicable Not applicable
42. Taxes payable
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening<br> balance
Corporate Income Tax 40,140,539.85 140,019,793.93
VAT 96,701,387.72 79,878,329.87
Personal income tax 17,353,270.53 18,054,633.20
Maintenance fees for river and sea embankments 20,081,784.29 11,364,361.93
Urban maintenance and construction tax 11,040,529.90 6,070,786.27
Housing property tax 3,580,870.82 4,844,388.77
Education Surcharge 11,227,948.43 4,535,308.82
Others 2,723,685.92 1,684,607.75
Total 202,850,017.46 266,452,210.54
43. Other payables
--- ---

Itemized list

Applicable ¨ Not applicable

Unit:Yuan Currency: RMB

Items Closing<br> balance Opening<br> balance
Dividends payable 12,000,000.00 11,528,208.00
Other payables 2,749,266,270.83 3,573,348,060.65
Total 2,761,266,270.83 3,584,876,268.65

Other notes:

¨ Applicable Not applicable

Interestpayable

(1). List by categories
¨ Applicable Not applicable
--- --- --- ---
– 112 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Dividends payable

(2). List by categories
Applicable ¨ Not applicable
--- --- --- ---
Items Closing<br> balance Opening<br> balance
--- --- --- --- ---
Common stock dividend 11,528,208.00
Dividends to minority shareholders 12,000,000.00
Total 12,000,000.00 11,528,208.00

Other payables

(1). Other payables listed by nature of payment
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing<br> balance Opening<br> balance
Accrued expenses for store rent, electricity,<br> freight, and other expenses 1,155,109,363.42 1,083,785,446.57
Equipment and engineering payments 588,253,490.87 929,970,440.72
Deposits and guarantees 471,705,601.32 505,145,053.46
Investment section 246,944,000.00 496,944,000.00
Restricted stock subscription payments by employees 215,833,173.64
Others 287,253,815.22 341,669,946.26
Total 2,749,266,270.83 3,573,348,060.65
(2). Other significant payables with more than one-year aging
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Items Closing balance Reason for outstanding payment or carry-over
Cao Shiru 273,379,959.05 Escrowed equity transfer payments and interest
Cao Zengjun 37,816,815.92 Escrowed equity transfer payments and interest
PARKnSHOP (China) Investment Co., Ltd. 44,634,787.59 Fund lending/borrowing
Total 355,831,562.56 /

Other notes:

¨ Applicable Not applicable
– 113 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

44. Liabilities held for sale
¨ Applicable Not applicable
--- --- --- ---
45. Non-current liabilities due within one year
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Items Closing balance Opening balance
Long-term borrowings due within one year 30,030,833.33
Lease liabilities due within 1 year 2,039,820,377.09 2,237,649,650.10
Total 2,069,851,210.42 2,237,649,650.10
46. Other current liabilities
--- ---

Other current liabilities

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Amount<br> of tax to be written off 390,433,950.39 321,886,940.98
Total 390,433,950.39 321,886,940.98

The increases and reductions of short-term bonds payable:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
47. Long-term borrowings
--- ---
(1). Classification of long-term loans
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Credit loan 1,021,069,722.22
Total 1,021,069,722.22

Other descriptions, including the interest rate range:

¨ Applicable Not applicable
48. Bonds payable
--- ---
(1). Bonds payable
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 114 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(2). Increase and decrease of bonds payable (excluding the preference shares, perpetual capital securities and other financial instruments classified as financial liabilities)
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Explanation of conversion conditions and conversion time for convertible corporate bonds
--- ---
¨ Applicable Not applicable
--- --- --- ---
(4). Description on other financial instruments classified as financial liabilities
--- ---

Basic information of Preferred Shares, Perpetual Capital Securities and other financial instruments issued to the public

¨ Applicable Not applicable

Table of change in Preferred Shares, Perpetual Capital Securities and other financial instruments issued to the public

¨ Applicable Not applicable

Descriptions of the other financial tools in financial liabilities:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
49. Lease liabilities
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Houses<br> and buildings 26,866,381,468.91 26,904,328,571.13
Less: Lease<br> liabilities due within one year 2,039,820,377.09 2,237,649,650.10
Total 24,826,561,091.82 24,666,678,921.03
50. Long-term payables
--- ---

Itemized list

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable

Long-term accounts payable

(1). List of long-term payables according to nature of funds
¨ Applicable Not applicable
--- --- --- ---
– 115 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Special accounts payable

(2). Special payables categorized by nature of payment
¨ Applicable Not applicable
--- --- --- ---
51. Long-term payroll payable
--- ---
¨ Applicable Not applicable
--- --- --- ---
52. Estimated liabilities
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Opening balance Closing balance Cause
Pending<br>Litigation and Arbitration 3,352,627.57 3,628,259.35 Litigation involved
Estimated liabilities from onerous contracts
Total 3,352,627.57 3,628,259.35 /

Other descriptions, including the descriptions of relevant important assumptions and estimations of important accrued liabilities:

The year-end balance of contingent liabilities arises from disputes related to house lease and payment of goods.

The year-end balance of estimated liabilities from loss stores arises from lease contracts with losses. On January 1, 2021, the amount mentioned was reclassified as right-of-use assets in accordance with the new lease standards. See Note V, 44 for more details.

53. Deferredincome

Deferred income

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Opening balance Increase in the<br><br> current period Decrease in<br><br> the current<br><br> period Closing <br><br>balance Cause
Governmental subsidy 130,947,523.55 1,765,400.00 14,342,633.76 118,370,289.79 Received governmental subsidy related to assets
Total 130,947,523.55 1,765,400.00 14,342,633.76 118,370,289.79 /
– 116 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Items involved in governmental subsidies:

Applicable ¨ Not applicable

Unit:Yuan Currency: RMB

**** **** Newly increased Amount of non-operating Amount included **** **** ****
**** Opening subsidy amount in income included in other incomes Other Closing Assets-related/
Liability item balance current period in current period in current period changes balance Income-related
Yonghui Logistics<br> Phase I Project Industrial 46,908,321.36 1,421,464.32 45,486,857.04 Asset-related
Juppyri rungs  Chongqing<br> Yonghui Urban Life Plaza Project 32,234,413.30 1,121,196.96 31,113,216.34 Asset-related
Subsidy<br> from Cuozhen Town People's Government 15,722,201.61 502,113.48 15,220,088.13 Asset-related
Yonghui Superstores Cold Chain<br> Logistics Terminal Standardization Construction 5,200,000.50 2,599,999.92 2,600,000.58 Asset-related
Project for 2017
Shapingba District Treasury —<br> Supply Chain Project Subsidies 2,333,333.28 800,000.00 1,533,333.28 Asset-related
Fujian Yonghui Logistics Warehousing<br> Center 2,400,000.04 399,999.96 2,000,000.08 Asset-related
Refund of Yonghui Headquarters<br> Construction Supporting Fees 2,693,520.26 93,687.60 2,599,832.66 Asset-related
Pilot Project for Supply Chain<br> System Construction 1,989,666.70 507,999.96 1,481,666.74 Asset-related
Energy Management Center Project 920,336.04 501,999.96 418,336.08 Asset-related
Subsidies<br> for Supply Chain System Construction 1,633,333.30 400,000.00 1,233,333.30 Asset-related
Equipment Acquisition Subsidies 696,000.00 288,000.00 408,000.00 Asset-related
Special<br> Fund Subsidy for Logistics Standardization Pilot Project<br> of Guanshanhu Bureau of Commerce 388,937.16 388,937.16 Asset-related
Provincial Cold Chain Logistics<br> Special Fund for 2017 559,999.96 80,000.04 479,999.92 Asset-related
Fund for the Construction of<br> Important Product Traceability System 449,675.70 154,174.44 295,501.26 Asset-related
Subsidy for Lugu Store Poverty<br> Alleviation Project 73,340.97 28,389.96 44,951.01 Asset-related
– 117 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
**** Opening Newly increased subsidy amount in Amount of non-operating income included Amount included in other incomes Other Closing Assets-related/
--- --- --- --- --- --- --- --- --- --- --- --- ---
Liability item balance current period in current period in current period changes balance Income-related
Supply Chain System<br> Construction Project of Kunshan Bureau of Commerce 3,500,000.00 1,500,000.00 2,000,000.00 Asset-related
Subsidy for Supply Chain System Construction Project<br> of Nanjing Jiangbei New District Management Committee Finance Bureau 1,927,999.98 482,000.04 1,445,999.94 Asset-related
Subsidy for Supply Chain System Construction Project of<br> Fuzhou City 6,933,333.36 1,599,999.96 5,333,333.40 Asset-related
Subsidy for Supply Chain System Construction Project of<br> Nantong Town Financial Office, Minhou County 4,383,110.03 1,031,319.96 3,351,790.07 Asset-related
Subsidy for Zhejiang Agricultural Product Supply Chain<br> Construction 1,765,400.00 441,350.04 1,324,049.96 Asset-related
Total 130,947,523.55 1,765,400.00 14,342,633.76 118,370,289.79

Other notes:

¨ Applicable Not applicable
– 118 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
54. Other non-current liabilities
--- ---
¨ Applicable Not applicable
--- --- --- ---
55. Capital stock
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

**** Increase and decrease in current period (+, -)
**** Opening balance New issue Share donation converted reserved Share from funds Others Subtotal Closing balance
Total number of shares 9,516,285,608.00 -441,248,615.00 -441,248,615.00 9,075,036,993.00

Other notes:

On July 6, 2021, the Company held the 29th meeting of the fourth board of directors to approve the proposal on terminating the implementation of the 2017 and 2018 restricted stock phase-III incentive plan and repurchasing and canceling the shares. On July 22, 2021, the 2021 first extraordinary general meeting approved the proposal. The Company agreed to repurchase and cancel 48,034,200 shares of restricted stock that had been granted but not yet released to 326 incentive recipients. On July 6, 2021, the Company held the 29th meeting of the fourth board of directors to approve the proposal on terminating the implementation of the 2017 and 2018 restricted stock phase-III incentive plan and repurchasing and canceling the shares. On July 22, 2021, the 2021 first extraordinary general meeting approved the proposal. Based on the Company's future development strategy and considering factors such as the Company's financial condition and operating conditions, the Company intends to change the purpose of repurchasing shares from "source of shares for the implementation of equity incentive or employee shareholding plan" to "cancellation to reduce registered capital". The number of shares proposed to be canceled this time is 393,214,415 shares, accounting for 4.13% of the Company's total share capital before cancellation. As of December 31, 2021, the Company has completed the industrial and commercial registration for the aforementioned changes in share capital.

56. Other equity instruments
(1). Basic information of Preferred Shares, Perpetual Capital Securities and other financial instruments issued to the public
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Table of change in Preferred Shares, Perpetual Capital Securities and other financial instruments issued to the public
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other descriptions for change situations and reasons on increase and decrease of equity instruments in current period, and relevant accounting treatment basis:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
– 119 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
57. Capital reserves
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Opening balance Increase in the current period Decrease in the current period Closing balance
Capital premium (share capital premium) 6,099,816,713.28 2,727,608,348.90 3,372,208,364.38
Other capital reserves 827,103,630.50 81,316,628.17 4,483,811.25 903,936,447.42
Total 6,926,920,343.78 81,316,628.17 2,732,092,160.15 4,276,144,811.80

Other descriptions, including the descriptions for change situations and reasons on increase and decrease in current period:

(1) As stated in Note VII, 55, the Company<br> canceled 441,248,615 restricted stocks this year, resulting in a decrease of RMB2,727,608,348.90<br> in share premium.
(2) As stated in Note VII, 19 notes 1 and<br> 2, the related matters resulted in an increase of RMB81,316,628.17 in capital reserves —<br> Others.
--- ---
(3) The reduction of capital reserves —<br> Others for the 2017 and 2018 restricted stock incentive plans amounted to RMB4,483,811.25<br> this year.
--- ---
58. Treasury stock
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Opening balance Increase in the current period Decrease in the current period Closing balance
Equity incentive buyback 2,009,067,652.38 1,159,789,311.52 3,168,856,963.90
Total 2,009,067,652.38 1,159,789,311.52 3,168,856,963.90

Other descriptions, including the descriptions for change situations and reasons on increase and decrease in current period:

(1) On October 29, 2020, the Company<br> held the 23rd meeting of the fourth board of directors and approved the proposal on repurchasing<br> company shares. It was decided to use self-owned funds of no more than RMB2.7 billion to<br> repurchase shares at a price not exceeding RMB9 per share, with the repurchase period starting<br> from November 4, 2020, to October 28, 2021. As of December 31, 2021, the Company<br> has cumulatively bought back 393,214,415 shares through centralized bidding, accounting for<br> 4.13% of the total share capital of the Company. The lowest transaction price was RMB5.26<br> per share, and the highest transaction price was RMB8.14 per share. The total amount paid<br> for the buy-back was RMB2,699,960,993.30.
(2) As stated in Note VII, 55, the Company<br> canceled 441,248,615 shares this year, resulting in a decrease of RMB3,168,856,963.90 in<br> treasury stock.
--- ---
– 120 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
59. Other comprehensive income
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of current period
Items Opening<br> balance Amount before <br> income<br> tax in <br> the current<br> period Less: <br> transferring<br><br> other <br> comprehensive <br> income <br> recorded in the<br> last period into <br> the profit and<br> loss of current<br> period Less:<br> transferring<br><br> other <br> comprehensive<br> income<br> recorded in the <br> last period into<br> the retained<br> earnings of<br> current period Less: income<br> tax expense Attributable to<br> parent<br> company <br> after tax Attributable to<br> minority<br> <br> shareholders<br> after tax Closing<br> balance
I. Other<br> comprehensive income that cannot be re-classified into profits and losses
II. Other<br> comprehensive income to be re-classified into profits and losses -584,134.06 2,078,468.25 2,078,468.25 1,494,334.19
Including:<br> other comprehensive incomes that can be transferred into profit and loss under the equity method -796,187.66 2,448,830.39 2,448,830.39 1,652,642.73
Balance<br> arising from the translation of foreign currency financial statements 212,053.60 -370,362.14 -370,362.14 -158,308.54
Total of<br> other comprehensive income -584,134.06 2,078,468.25 2,078,468.25 1,494,334.19
– 121 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
60. Special reserves
--- ---
¨  Applicable √  Not applicable
--- ---
61. Surplus reserves
--- ---
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

Items Opening balance Increase in the<br> current period Decrease in the<br> current period Closing balance
Statutory surplus reserve 1,020,964,555.44 82,842,151.71 1,103,806,707.15
Total 1,020,964,555.44 82,842,151.71 1,103,806,707.15

Surplus reserves descriptions, including the descriptions for change situations and reasons on increase and decrease in current period:

Due to the retrospective adjustments made in accordance with the CASBE and related new regulations, there is an impact on the beginning balance of statutory surplus reserves of RMB9,901,921.77, as detailed in Note V, 44 of this section.

62. Undistributed profits
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

Items Current period Last period
Undistributed profits at the end of last period before adjustment 3,886,681,562.18 3,532,326,671.64
Total opening undistributed profits during adjustment (increase is indicated by "+", and decrease is indicated by "-") -3,484,049,730.53
Undistributed profits at the beginning of the year after adjustment 402,631,831.65 3,532,326,671.64
Add: net profit attributable to the owner of parent company in current period -3,943,871,849.80 1,794,470,167.16
Less: appropriation to statutory surplus reserves 82,842,151.71 208,957,562.58
Ordinary stock dividends payable 173,602,545.63 1,231,157,714.04
Undistributed profit at the end of the period -3,797,684,715.49 3,886,681,562.18

Details of adjustment of undistributed profits at the beginning of the year:

Due to the retrospective adjustments made in accordance with the CASBE and related new regulations, there is an impact on the beginning balance of undistributed profits of RMB3,484,049,730.53, as detailed in Note V, 44 of this section.

– 122 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
63. Operating revenue and operating costs
--- ---
(1). Operating revenue and costs
--- ---
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

Amount of current period Amount of last period
Items Revenue Cost Revenue Cost
Main business 84,957,828,262.31 73,589,282,912.20 86,784,855,751.70 72,617,277,003.01
Other business 6,104,066,049.82 437,929,346.10 6,414,251,912.33 663,236,424.88
Total 91,061,894,312.13 74,027,212,258.30 93,199,107,664.03 73,280,513,427.89
(2). Operating Revenue Deduction Statement
--- ---

Unit: Yuan 10,000 Currency: RMB

Items Current year Specific deductions Last year Specific deductions
Operating revenue amount 9,106,189.43 9,319,910.77
Total amount of deducted items from operating revenue 24,480.10 34,272.64
Percentage of total amount of items deducted from operating income to operating income (%) 0.27% 0.37%
I. Non-core Business Income
1. Other business income unrelated to normal operations. such as rental of fixed assets, intangible assets, packing materials, sale of<br>materials, non-monetary asset exchanges using materials, income from entrusted management services, and other income included in the main<br>operating income but unrelated to the normal operations of the listed company. 19,154.75 Sales revenue from waste paper and scraps: RMB190.8954 million, as well as trustee fee income of RMB0.6521 million 18,053.20 Sales revenue from waste paper and scraps: RMB179.5352 million, as well as trustee fee income of RMB0.9968 million.
2. Income from non-qualified financial business activities, such as interests income from funds borrowed; income generated from non-qualified<br>financial businesses introduced in the current and previous fiscal years, such as guarantee, factoring, microloans, finance leasing, pawnbroking,<br>etc., excluding finance leasing activities conducted for the purpose of selling main products.
3. Income generated from new trade business in the current and previous fiscal years.
4. Income generated from related-party transactions unrelated to the Company’s existing normal business operations. 5,325.35 This part includes income earned by the Group from providing financial sharing services and information system services to related parties,<br>which is unrelated to the core business and is deducted. 16,219.44 This part includes income earned by the Group from providing financial sharing services and information system services to related parties,<br>which is unrelated to the core business and is deducted.
5. Income of subsidiary companies consolidated under the same control from the beginning of the period to the consolidation date.
– 123 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Items Current year Specific deductions Last year Specific deductions
--- --- --- --- --- --- ---
Income generated from business activities that have not formed or have difficulty forming a stable business model.
Subtotal of non-core business income 24,480.10 34,272.64
II. Income without Substantive Commercial Nature
1. Income generated from transactions or events that do not significantly change the future cash flow of the company in terms of risk,<br>timing, or amount.
2. Income generated from transactions without genuine business activities, such as false income realized through self-trading, and false<br>income generated through the use of internet technology or other methods to construct transactions.
3. Income generated from business activities with unfair transaction prices.
4. Income generated from subsidiary companies or businesses acquired during the current fiscal year at unfair consideration or non-transaction<br>methods.
5. Income involved in non-standard audit opinions in the audit report.
6. Income generated from other<br> transactions or events without commercial rationality.
Subtotal of income without substantive commercial nature
III.   Other Income Unrelated to or without Substantive Commercial Nature of the Core Business
Operating revenue after deductions 9,081,709.33 9,285,638.13
Note 1: The deducted income in the current year, in addition to regular<br>business income, includes sales revenue from waste paper and scraps: RMB190.8954 million (2020: RMB179.5352 million), as well as trustee<br>fee income: RMB0.6521 million (2020: RMB0.9968 million). Yonghui Superstores Co., Ltd.’s main business includes the sale of fresh<br>products, food supplies, clothing, and related promotional services, logistics and distribution, property purchase and rental, etc. The<br>above-mentioned income is unrelated to the core business and is deducted.
--- ---
Note 2: The non-operating income deducted in the current year, which is unrelated to the existing normal operating business, generated from related-party<br>transactions amounts to RMB53.2535 million (2020: RMB162.1944 million). This portion represents income obtained by the Group from providing<br>financial shared services and information system services to related parties, which are unrelated to the main business and therefore deducted.
Note 3: The Group’s factoring and small loans business has been conducted since 2017 and is not a newly added non-financial business in<br>the current and previous fiscal years, so the related income does not require deduction.
Note 4: Apart from the above, the Group has no other non-core business income or income without substantive commercial nature that needs to be<br>deducted.
(3). Conditions of incomes generated by contract
--- ---
¨  Applicable √  Not applicable
--- ---

Explanation of revenue generated from contracts:

¨  Applicable √  Not applicable
– 124 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(4). Description of performance obligations
--- ---
¨  Applicable √  Not applicable
--- ---
(5). Description of allocating to the residual fulfillment obligations
--- ---
¨  Applicable √  Not applicable
--- ---
64. Taxes and surcharges
--- ---
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Urban maintenance and construction tax 49,944,537.60 57,202,512.09
Education Surcharge 39,580,546.58 42,738,341.73
Housing property tax 29,173,671.38 26,233,184.19
Land use tax 6,282,588.02 5,717,229.86
Stamp duty 50,995,772.71 48,046,107.13
Flood control fees 24,875,179.81 26,556,027.97
Others 12,087,922.01 13,256,472.53
Total 212,940,218.11 219,749,875.50
65. Sales expenses
--- ---
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Employee compensation 7,046,857,303.99 6,229,272,262.68
Depreciation and amortization 3,552,285,375.38 1,485,365,468.35
Water and electricity fees and fuel expenses 1,379,250,486.39 1,247,815,472.93
Freight and warehousing service fees 1,235,941,963.87 1,174,395,969.90
Rent and property management fees 750,713,040.72 2,809,555,990.73
Business publicity expense 539,686,946.80 518,481,743.69
Cleaning fees 522,660,045.32 502,959,223.44
Low-cost consumables 489,632,689.54 532,316,374.80
Repair fees 342,255,794.69 273,278,472.16
Platform service fee 285,958,224.26 262,132,020.82
Office expenses such as car, travel, and communication expenses 192,986,250.12 193,088,029.38
Others 291,279,947.52 210,068,840.84
Total 16,629,508,068.60 15,438,729,869.72
– 125 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
66. Administrative expenses
--- ---
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Employee compensation 1,197,805,771.55 1,212,178,237.13
Depreciation and amortization 307,727,664.43 231,051,215.18
Costs of wear and tear of commodities 212,270,303.09 222,994,413.80
Rent and property management fees 61,445,423.78 80,297,316.10
Office expenses such as car, travel, and communication<br> expenses 124,038,919.26 144,568,864.96
Consulting, audit, legal, and other intermediary service<br> expenses 73,524,424.83 144,174,148.69
Low-cost consumables 22,029,683.00 5,527,607.04
Equity incentives 11,565,233.98 92,387,678.15
Others 145,048,567.96 159,848,462.89
Total 2,155,455,991.88 2,293,027,943.94
67. Researchand development expenses
--- ---
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Employee compensation 385,006,006.42
Depreciation & Amortization 23,975,573.56
Office expenses such as car, travel, and communication expenses 17,892,281.13
Low-cost consumables 1,150,762.14
Repair fees 78,802.39
Others 4,042.57
Total 428,107,468.21
68. Financial expenses
--- ---
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Interest expense 1,677,039,950.99 314,446,061.01
Less: interest income -292,633,975.09 -251,939,362.97
Exchange gains and losses 1,823,788.56 -2,378,054.62
Service fees and others 165,463,912.02 163,332,668.96
Total 1,551,693,676.48 223,461,312.38
Note 1: In the current year, interest expenses include RMB1,289,206,203.75<br>for lease liabilities.
--- ---
Note 2: In the current year, interest income includes RMB5,534,563.91<br>for interest income from finance lease receivables related to subleasing.
– 126 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
69. Other income
--- ---
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Governmental subsidy 178,841,982.84 302,314,124.74
Return of individual income tax withheld service changes withheld and remitted 4,615,700.99 14,172,493.84
Total 183,457,683.83 316,486,618.58
70. Investment income
--- ---
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Long-term equity investment income measured with equity method -49,185,860.49 -273,205,995.95
Investment income for disposing long-term equity investment production 40,869,144.79 33,630,974.05
Investment income from trading financial assets 132,419,255.68 24,482,602.43
Interest income from debt investments during the holding period 844,065.56
Investment income from non-current financial assets during the holding period 67,910,214.00 71,305,724.70
Total 192,012,753.98 -142,942,629.21
71. Income from net exposure hedging
--- ---
¨  Applicable √  Not applicable
--- ---
72. Fair value changes in equity investments
--- ---
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Sources generating income from changes in fair value current period last period
Trading financial assets -642,061,075.16 98,673,994.07
Other non-current financial assets 263,534,314.84 1,052,881,968.82
Total -378,526,760.32 1,151,555,962.89
– 127 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
73. Impairment loss
--- ---
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Bad debt loss of accounts receivable 28,433,783.51 -6,524,189.96
Bad debt loss of other receivables 8,624,831.94 31,492,264.79
Bad debt losses on loans 75,322,082.56 45,540,106.72
Bad debt losses on factored receivables 45,049,155.91 12,857,357.58
Total 157,429,853.92 83,365,539.13
74. Assetimpairment loss
--- ---
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
I. Bad-debt losses
II. Inventory Write-Down Losses and Contract Fulfillment Costs Impairment loss
III. Impairment Loss on Long-term Equity Investments 325,569,066.62 306,631,855.96
IV. Impairment Loss on Investment Properties
V. Impairment losses on fixed assets 37,424,175.07
VI. Impairment Loss of Engineering Material
VII. Impairment Loss on Work in Progress
VIII. Impairment Loss of Productive Biological Asset
IX. Impairment Loss on Oil and Gas Assets
X. Impairment Loss on Intangible Assets 25,373,333.33 19,750,000.00
XI. Goodwill impairment loss 117,669,866.54 187,786,913.38
XII. Others
XIII. Impairment Loss on Right-of-Use Assets 212,171,440.65
XIII. Impairment Loss on Long-term Prepaid Expenses 59,228,474.07 178,275,156.56
Total 777,436,356.28 692,443,925.90
Other notes:

The Group recognized an impairment loss of RMB59,228,474.07 on long-term prepaid expenses and an impairment loss of RMB212,171,440.65 on right-of-use assets in the current year. These impairment losses were made due to the recoverable amounts being lower than the carrying amounts, resulting in the recognition of impairment provisions for the Group's leased stores. The recoverable amount is determined based on the higher of the present value of expected future cash flows and the fair value less disposal costs of the asset group. The asset group mainly consists of fixed assets of leased stores, right-of-use assets, and long-term prepaid expenses. A discount rate of 12.5% is used to determine the present value of the expected future cash flows of the asset group.

– 128 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
75. Gains on disposal of assets
--- ---
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Loss on disposal of fixed assets -52,848,517.31 -7,909,111.91
Disposal loss on intangible assets -974.60 -250,113.89
Gains from disposal of right-of-use assets 106,213,567.40
Total 53,364,075.49 -8,159,225.80
76. Non-operating income
--- ---

Non-operating income

√  Applicable ¨  Not applicable

Unit: Yuan Currency: RMB

Items Amount of<br><br> current period Amount of <br> last period Amount included<br> in<br> the non-recurring<br> profit and loss of<br><br> the current period
Compensation income 227,085,191.51 227,136,132.64
Income from store lease penalty compensation 2,734,476.97
Cash overage 1,155,687.16 1,434,468.89
Accounts payable that can’t be paid 35,508,692.36 29,916,895.43 35,434,758.63
Others 80,196,573.08 29,167,380.56 78,674,194.27
Total 343,946,144.11 290,389,354.49 114,108,952.90

Governmental subsidies included in current profits and losses

¨  Applicable √  Not applicable

Other notes:

¨  Applicable √  Not applicable
77. Non-operating expenses
--- ---
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

Items Amount of<br><br> current period Amount of <br> last period Amount included<br> in<br> the non-recurring<br> profit and loss of<br><br> the current period
Total losses on disposal of non-current assets 133,781,977.67 175,860,835.01 133,781,977.67
Including: losses on disposal of fixed assets
External donation 2,678,137.16 6,637,843.22 2,678,137.16
Compensation and litigation expenses, etc 95,487,107.10 93,748,501.27 95,487,107.10
Onerous contracts 120,318,002.72
Others 6,489,823.97 4,400,619.01 6,489,823.97
Total 238,437,045.90 400,965,801.23 238,437,045.90
– 129 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
78. Income tax expense
--- ---
(1). Table of income tax expenses
--- ---
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Current income tax expenses 118,314,551.71 437,926,162.80
Deferred income tax expenses -345,808,571.15 83,065,308.97
Total -227,494,019.44 520,991,471.77
(2). Adjustment of accounting profits and income tax expenses
--- ---
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

Items Amount of<br> current period
Total profit -4,722,072,728.46
Income tax expense calculated as per legal/applicable tax rate -1,180,518,182.12
Impact on different applicable rates in subsidiary 83,560,644.96
Impact on adjustment of income tax in last period 5,986,036.53
Impact on nontaxable income -48,852,871.99
Impact on nondeductible cost, expense and loss 40,280,308.77
Impact on deductible loss of unrecognized assets from deferred income tax in the previous period -47,945,131.79
Impact on deductible transient difference or deductible loss of unconfirmed assets from deferred income tax in the current period 922,584,836.14
Profit/(Loss) attributable to Cooperative Enterprises and Joint Ventures 10,137,965.16
Others -12,727,625.10
Income tax expenses -227,494,019.44
Other notes:
--- ---
¨  Applicable √  Not applicable
79. Other comprehensive income
--- ---
√  Applicable ¨  Not applicable
--- ---

See Note VII, 59 of the financial statements for details.

– 130 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
80. Cash flow statement items
--- ---
(1). Other cash receipts relating to operating activities
--- ---
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

**** Amount of Amount of
Items current period last period
Governmental subsidy 170,880,450.07 324,400,552.37
Interest income of bank deposit 327,484,533.35 239,431,006.81
Income from compensation, etc. 227,085,191.51 229,870,609.61
Deposits and guarantees, etc. 130,645,947.41
Cash overage 1,155,687.16 1,434,468.89
Collection of receivables 127,452,500.09 17,734,351.11
Repayments of loans from small loan and factoring companies in Chongqing 1,959,038,319.55 38,394,032.74
Others 76,843,945.51 29,167,380.56
Total 3,020,586,574.65 880,432,402.09
(2). Other cash payments relating to operating activities
--- ---
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Sales expenses, administrative expenses, and research and development expenses 6,530,210,224.44 8,439,096,442.73
Financial expenses — financial service fees 165,463,912.02 163,332,668.96
Expenditure on donation 2,678,137.16 6,637,843.22
Penalties, compensation, overdue fine and other non-operating expenses 98,348,671.72 101,597,011.78
Deposits and reserves, etc. 33,439,452.14 46,056,912.63
Payment of letters of guarantee and security for costs 70,409,194.65
Total 6,900,549,592.13 8,756,720,879.32
(3). Other cash received relating to investment activities
--- ---
√  Applicable ¨  Not applicable
--- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Financial products recovered 1,589,421,555.93 5,609,884,505.21
Receipt of investment income from financial management 131,898,172.96 37,835,024.15
Receipt of cash dividends from non-current financial assets during the holding period 67,910,214.00 71,305,724.70
Net cash received from the payment by the subsidiaries and other business entities 107,486,377.88
Redemption of fixed-term deposits 685,906,973.39
Receipt of cash dividends from trading financial assets during the holding period 521,082.72
Total 2,475,657,999.00 5,826,511,631.94
– 131 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(4). Other paid cash relating to investment activities
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
Unit:<br> Yuan Currency: RMB
--- --- --- --- ---
Amount of Amount of
Items current<br> period last<br> period
Purchase of bank wealth management, asset management,<br> and trust products 1,966,236,083.15 5,387,235,544.57
Total 1,966,236,083.15 5,387,235,544.57
(5). Other received cash relating to financing activities
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
Unit:<br> Yuan Currency: RMB
--- --- --- ---
Amount of Amount of
Items current<br> period last<br> period
Receipt of lease payments from finance leases 39,947,401.43
Total 39,947,401.43
(6). Other paid cash relating to financing activities
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
Unit:<br> Yuan Currency: RMB
--- --- --- --- ---
Amount of Amount of
Items current<br> period last<br> period
Share buy-backs 1,160,116,610.88 1,540,171,681.78
Payment of employee's withdrawal share 215,833,173.64 229,785,075.08
Payment of fixed rent for non-exempt lease contracts 3,104,100,299.39
Total 4,480,050,083.91 1,769,956,756.86
81. Supplementary information for cash flow statement
--- ---

(1). Supplementary data to cash flow statement
Applicable ¨ Not<br> applicable
--- --- --- ---
Unit: Yuan Currency:<br> RMB
--- --- --- --- ---
Amount of Amount of
Supplementary<br> information current<br> period last period
1. Cash flows<br> converted from net profits for business operation activities:
Net<br> profit -4,494,578,709.02 1,653,188,577.52
Plus: provision<br> for impairment of assets 777,436,356.28 692,443,925.90
Credit impairment<br> loss 157,429,853.92 83,365,539.13
Depreciation<br> of fixed assets, depreciation of oil & gas assets, and depreciation of productive biological assets 950,981,284.60 917,275,286.45
Depreciation<br> of right-of-use assets 2,227,949,432.01
Amortisation of intangibles 266,597,979.61 89,928,640.58
Depreciation<br> and amortization of investment properties 10,807,004.14 10,800,472.11
– 132 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Amount of Amount of
--- --- --- --- ---
Supplementary<br> information current<br> period last period
Amortization<br> of long-term deferred expenses 694,009,705.62 709,212,756.50
Losses on the<br> disposal of fixed assets, intangible assets and other long-term assets (profit is indicated by “-”) -53,364,075.49 8,159,225.80
Loss on scrapping<br> of fixed assets (profit is indicated by “-”) 133,781,977.67 175,860,835.01
Loss on changes<br> in fair value (profit is indicated by “-”) 378,526,760.32 -1,151,555,962.89
Financial expenses<br> (profit is indicated by “-”) 1,673,329,175.64 299,559,650.23
Investment loss (profit is indicated<br> by “-”) -192,012,753.98 142,942,629.21
Decrease in<br> deferred income tax assets (increase is indicated by “-”) 98,170,557.73 -51,913,279.38
Increase in<br> deferred income tax liabilities (decrease is indicated by “-”) -443,979,128.88 134,978,588.35
Decrease of<br> inventory (increase is indicated by “-”) 90,187,885.52 1,549,841,784.57
Decrease of<br> operational receivables (increase is indicated by “-”) 2,520,064,591.49 680,457,520.96
Increase in<br> operational payables (decrease is indicated by “-”) 1,048,368,445.30 -22,008,031.07
Others -16,785,413.23 217,171,723.16
Net cash flow<br> from operating activities 5,826,920,929.25 6,139,709,882.14
2. Major investment<br> and financing activities that do not involve cash receipts and payments:
Conversion of<br> debts into capital Convertible bonds due within one year Fixed assets under financing lease
3. Net change<br> in cash and cash equivalents:
Closing balance<br> of cash 8,643,661,498.06 10,587,979,162.31
Minus: opening<br> balance of cash 10,587,979,162.31 6,514,581,080.98
Add: closing<br> balance of cash equivalents
Minus: opening<br> balance of cash equivalents Net increase in cash and cash equivalents -1,944,317,664.25 4,073,398,081.33
(2). Net cash paid in current period and acquired from subsidiary
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(3). Net cash received from disposal of subsidiaries during the current period
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(4). Composition of cash and cash equivalents
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
Unit:<br> Yuan Currency: RMB
--- --- --- --- ---
Items Closing<br> balance Opening<br> balance
I.<br> Cash 8,643,661,498.06 10,587,979,162.31
Including: cash<br> on hand 72,596,557.48 101,335,211.22
Bank deposit<br> ready for payment at any time 8,302,138,878.64 10,152,024,975.83
Other monetary funds ready for<br> payment at any time 268,926,061.94 334,618,975.26
– 133 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Items Closing<br> balance Opening<br> balance
--- --- --- --- ---
II.<br> Cash equivalents
Including: bond<br> investments due in three months
III. Closing<br> balance of cash and cash equivalents 8,643,661,498.06 10,587,979,162.31
Including: restricted cash and<br> cash equivalents used by parent company or subsidiaries 452,918,396.74 1,318,416,175.48

Other notes:

¨ Applicable Not<br> applicable
82. Notes to items in statement of changes in equity
--- ---

Description for adjustment on item name of "Others", adjustment amount and other matters at the end of last year:

¨ Applicable Not<br> applicable
83. Assets with restricted ownership or right of use
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
Unit:<br> Yuan Currency: RMB
--- --- --- --- ---
Items Closing<br> book value Reason<br> for restriction
Monetary funds 452,918,396.74 Deposits<br> and funds in escrow accounts
Total 452,918,396.74 /

Other notes:

As of December 31, 2021, monetary funds with a carrying value of RMB320,879,510.26 (December 31, 2020: RMB555,381,141.18) are deposited in a escrow account, which will be used to pay for the purchase of equity in Chengdu Hongqi Chain Co., Ltd. by the Group upon maturity.

As of December 31, 2021, monetary funds with a carrying value of RMB38,410,636.05 (December 31, 2020: RMB25,256,763.24) are used for the deposit of lease guarantees.

As of December 31, 2021, monetary funds with a carrying value of RMB93,628,250.43 (December 31, 2020: RMB36,372,928.59) are frozen due to litigation cases.

As of December 31, 2020, monetary funds with a carrying value of RMB701,405,342.47 are restricted from early withdrawal.

– 134 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
84. Foreign currency monetary items
--- ---
(1). Monetary items of foreign currency
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
Unit: Yuan
--- --- --- --- --- ---
Conversion Closing<br> balance<br> converted into
Items exchange<br> rate RMB
Monetary funds
Including: 1,775,523.27 6.38 11,320,203.71
HKD 9,776,174.96 0.82 7,993,000.65
16,739.22 8.61 144,064.42
22,512,939.43 0.06 1,247,554.54
Account receivable
Including: 24,578.12 6.38 156,702.72
33,060,551.00 0.06 1,832,050.43
Accounts payable
Including: 2,327,876.05 6.38 14,841,839.33
513,453.51 7.22 3,706,980.31
AUD 271,995.63 4.62 1,257,163.80
CAD 28,540.00 5.00 142,831.28
55,495.00 0.06 3,075.26

All values are in US Dollars.

(2). Descriptions of entities running businesses overseas: including description of main operating place, recording currency and selection basis, and the reason for change of recording currency of major entities running businesses overseas
¨ Applicable Not<br> applicable
--- --- --- ---
85. Hedging
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
86. Governmental subsidy
--- ---
(1). Basic information of governmental subsidies
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- ---
Category Amount Reported items Amount recorded in current profits and losses
Yonghui<br> Logistics Phase I Project Industrial Support Funds 45,486,857.04 Other incomes 1,421,464.32
Chongqing Yonghui<br> Urban Life Plaza Project 31,113,216.34 Other incomes 1,121,196.96
Subsidy from<br> Cuozhen Town People's Government 15,220,088.13 Other incomes 502,113.48
Yonghui Superstores<br> Cold Chain Logistics Terminal Standardization Construction Project for 2017 2,600,000.58 Other incomes 2,599,999.92
– 135 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Category Amount Reported items Amount recorded in current profits and losses
--- --- --- --- --- ---
Shapingba District Treasury<br> –Supply Chain Project Subsidies 1,533,333.28 Other incomes 800,000.00
Fujian Yonghui Logistics Warehousing<br> Center 2,000,000.08 Other incomes 399,999.96
Refund of Yonghui Headquarters Construction<br> Supporting Fees 2,599,832.66 Other incomes 93,687.60
Pilot Project for Supply Chain System<br> Construction 1,481,666.74 Other incomes 507,999.96
Energy Management Center Project 418,336.08 Other incomes 501,999.96
Subsidies for Supply Chain System Construction 1,233,333.30 Other incomes 400,000.00
Equipment Acquisition Subsidies 408,000.00 Other incomes 288,000.00
Special Fund Subsidy for Logistics Standardization<br> Pilot Project of Guanshanhu Bureau of Commerce Other incomes 388,937.16
Provincial Cold Chain Logistics Special<br> Fund for 2017 479,999.92 Other incomes 80,000.04
Fund for the Construction of Important<br> Product Traceability System 295,501.26 Other incomes 154,174.44
Subsidy for Lugu Store Poverty Alleviation<br> Project 44,951.01 Other incomes 28,389.96
Supply Chain System Construction Project<br> of Kunshan Bureau of Commerce 2,000,000.00 Other incomes 1,500,000.00
Subsidy for Supply Chain System Construction<br> Project of Nanjing Jiangbei New District Management Committee Finance Bureau 1,445,999.94 Other incomes 482,000.04
Subsidy for Supply Chain System Construction<br> Project of Fuzhou City 5,333,333.40 Other incomes 1,599,999.96
Subsidy for Supply Chain System Construction<br> Project of Nantong Town Financial Office, Minhou County 3,351,790.07 Other incomes 1,031,319.96
Subsidy for Zhejiang Agricultural Product<br> Supply Chain Construction 1,324,049.96 Other incomes 441,350.04
Total 118,370,289.79 14,342,633.76
(2). Return of governmental subsidy
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
87. Others
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
– 136 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
VIII. Change of Consolidation Scope
--- ---
1. Business combination not under the same control
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
(1). Business combination not under the same control in current period
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(2). Combined cost and goodwill
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(3). Identifiable assets and liabilities of acquiree on the acquisition date
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(4). Profit or loss by recalculating the shares before acquisition date according to fair value
--- ---

Whether the situations exist that business combination is realized in steps by deal for many times and the control right is acquired in the reporting period

¨ Applicable Not<br> applicable
(5). Description of the determination failure of reasonable combination consideration at acquisition date or at end of combination period or the fair value of assets and liabilities that can be identified by the acquiree
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(6). Other disclosures
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
2. Business combination under the same control
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
3. Counter purchase
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
4. Disposal of subsidiaries
--- ---

Whether the situation exists that control right is lost in the subsidiary investment by single disposal

¨ Applicable Not<br> applicable

Other notes:

¨ Applicable Not<br> applicable
5. Changes in the combination scope for other reasons
--- ---

Descriptions for change in combination ranges caused by other reasons (e.g. newly establishment of subsidiary, clearing of subsidiary, etc.), and relevant situations:

¨ Applicable Not<br> applicable
– 137 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
6. Others
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
IX. Equity in Other Entities
--- ---
1. Equity in Subsidiaries
--- ---
(1). Constitution of the enterprise group
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
Principal Place Registered Nature of Shareholding ratio (%) Acquisition
--- --- --- --- --- --- --- --- ---
Name<br> of Subsidiary of Business address business Direct Indirect method
Fujian<br> Minhou Yonghui Commercial Co., Ltd. Fuzhou, Fujian Fuzhou, Fujian Commercial retail 100 Investment establishment
Xiamen Yonghui Minsheng<br> Superstores Co., Ltd. Xiamen, Fujian Xiamen, Fujian Commercial retail 100 Investment establishment
Xiamen Yonghui Commercial<br> Co., Ltd. Xiamen, Fujian Xiamen, Fujian Commercial retail 100 Investment establishment
Fujian Strait Food<br> Development Co., Ltd. Fuzhou, Fujian Fuzhou, Fujian Commercial trade 100 Investment establishment
Fujian Yonghui Modern<br> Agriculture Development Co., Ltd. Fuzhou, Fujian Fuzhou, Fujian Commercial trade 100 Investment establishment
Guangdong Yonghui<br> Superstores Co., Ltd. Guangzhou, Guangdong Guangzhou, Guangdong Commercial retail 50 Investment establishment
Fujian Yonghui Logistics<br> Co., Ltd. Fuzhou, Fujian Fuzhou, Fujian Logistic distribution 95 5 Investment establishment
Fujian Yonghui Superstores<br> Co., Ltd. Fuzhou, Fujian Fuzhou, Fujian Commercial retail 100 Investment establishment
Shenzhen Yonghui<br> Superstores Co., Ltd. Shenzhen, Guangdong Shenzhen, Guangdong Commercial retail 50 Investment establishment
Fujian Yonghui Import<br> and Export Trade Co., Ltd. Pingtan, Fujian Pingtan, Fujian Commercial trade 100 Investment establishment
Fujian Yongjin Trading<br> Co., Ltd. Fuzhou, Fujian Fuzhou, Fujian Commercial trade 49 51 Investment establishment
Jiangxi Yonghui<br> Superstores Co., Ltd. Nanchang, Jiangxi Nanchang, Jiangxi Commercial retail 100 Investment establishment
Chongqing Yonghui<br> Superstores Co., Ltd. Chongqing Chongqing Commercial retail 100 Investment establishment
Yonghui Logistics<br> Co., Ltd. Chongqing Chongqing Logistic distribution 90 10 Investment establishment
Sichuan Yonghui<br> Store Co., Ltd. Chengdu, Sichuan Chengdu, Sichuan Commercial retail 100 Investment establishment
Guizhou Yonghui<br> Superstores Co., Ltd. Guiyang, Guizhou Guiyang, Guizhou Commercial retail 100 Investment establishment
Chengdu Yonghui<br> Business Development Co., Ltd. Chengdu, Sichuan Chengdu, Sichuan Logistic distribution 80 20 Investment establishment
Chongqing Xuanhui<br> Real Estate Development Co., Ltd. Chongqing Chongqing Real estate 100 Investment establishment
Shaanxi Yonghui<br> Superstores Co., Ltd. Xi'an, Shaanxi Xi'an, Shaanxi Commercial retail 100 Investment establishment
Fuping Yonghui Modern<br> Agricultural Development Co., Ltd. Fuping, Shaanxi Fuping, Shaanxi Food processing 72.97 Investment establishment
Guansu Yonghui Superstores<br> Co., Ltd. Lanzhou, Gansu Lanzhou, Gansu Commercial retail 100 Investment establishment
– 138 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Principal Place Registered Nature of Shareholding ratio (%) Acquisition
--- --- --- --- --- --- --- --- ---
Name<br> of Subsidiary of Business address business Direct Indirect method
Qinghai<br> Yonghui Superstores Co., Ltd. Xining, Qinghai Xining, Qinghai Commercial retail 100 Investment establishment
Baotou<br> Yonghui Superstores Co., Ltd. Beijing, China Beijing, China Commercial retail 100 Investment establishment
Yonghui<br> Yunjin Technology Co., Ltd. Chongqing, China Chongqing, China Technical service 100 Investment establishment
Sichuan<br> Yunfu Supply Chain Management Co., Ltd. Chengdu, Sichuan Chengdu, Sichuan Food processing 100 Investment establishment
Beijing<br> Fujing Supply Chain Management Co., Ltd. Beijing, China Beijing, China Food processing 100 Investment establishment
Chongqing<br> Fuping Supply Chain Management Co., Ltd. Chongqing, China Chongqing, China Food processing 100 Investment establishment
Guizhou<br> Fuping Supply Chain Management Co., Ltd. Guiyang, Guizhou Guiyang, Guizhou Food processing 100 Investment establishment
Yunnan<br> Fuping Yunshang Supply Chain Management Co., Ltd. Kunming, Yunnan Kunming, Yunnan Food processing 100 Investment establishment
Fuzhou<br> Fuping Supply Chain Management Co., Ltd. Fuzhou, Fujian Fuzhou, Fujian Food processing 100 Investment establishment
Henan<br> Yunfu Supply Chain Management Co., Ltd. Zhengzhou, Henan Zhengzhou, Henan Food processing 100 Investment establishment
Yonghui<br> Holdings Co., Ltd. Hong Kong Hong Kong Investment 100 Investment establishment
Chongqing<br> Yonghui Small Loan Co., Ltd. Chongqing Chongqing Commercial loan 100 Investment establishment
Yonghui<br> Qinghe Business Factoring (Chongqing) Co., Ltd. Chongqing Chongqing Commercial factoring 100 Investment establishment
Dixing<br> Co., Ltd. Hong Kong Hong Kong Commercial trade 100 Investment establishment
LOHAS<br> Life International Business Co., Ltd. Hong Kong Hong Kong Commercial trade 100 Investment establishment
Xiangxin<br> Investment Fund Management Co., Ltd. Fuzhou, Fujian Fuzhou, Fujian Investment 100 Investment establishment
Yonghui<br> Japan Co., Ltd. Japan Japan Commercial trade 80 Investment establishment
Ningbo<br> Xinguan Investment Co., Ltd. Ningbo, Zhejiang Ningbo, Zhejiang Investment 100 Investment establishment
Ningbo<br> Xinzhi Investment Co., Ltd. Ningbo, Zhejiang Ningbo, Zhejiang Investment 100 Investment establishment
Chongqing<br> Boyuan Xunke Technology Co., Ltd. Chengdu, Sichuan Chengdu, Sichuan Information technology 100 Investment establishment
Fujian<br> Lianchuang Zhiye Construction Engineering Co., Ltd. Fuzhou, Fujian Fuzhou, Fujian Engineering construction 60 Investment establishment
Tianjin<br> Yonghui Superstores Co., Ltd. Tianjin Tianjin Commercial retail 100 Investment establishment
Fujian<br> Hechuang Project Supervision Co., Ltd. Fuzhou, Fujian Fuzhou, Fujian Engineering construction 60 Investment establishment
– 139 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Principal Place Registered Nature of Shareholding ratio (%) Acquisition
--- --- --- --- --- --- --- --- ---
Name<br> of Subsidiary of Business address business Direct Indirect method
Ningbo<br> Yicun Yipin Investment Partnership Enterprise (Limited Partnership) Ningbo, Zhejiang Ningbo, Zhejiang Investment 100 Investment establishment
Ningbo<br> Xinzi Investment Partnership Enterprise (Limited Partnership) Ningbo, Zhejiang Ningbo, Zhejiang Investment 100 Investment establishment
Anhui<br> Yonghui Superstores Co., Ltd. Hefei, Anhui Hefei, Anhui Commercial retail 100 Investment establishment
Anhui<br> Yonghui Logistics Co., Ltd. Feidong, Anhui Feidong, Anhui Logistic distribution 100 Investment establishment
Jiangsu<br> Yonghui Superstores Co., Ltd. Nanjing, Jiangsu Nanjing, Jiangsu Commercial retail 100 Investment establishment
Zhejiang<br> Yonghui Superstores Co., Ltd. Hangzhou, Zhejiang Hangzhou, Zhejiang Commercial retail 100 Investment establishment
Jiangsu<br> Yonghui Business Management Co., Ltd. Nanjing, Jiangsu Nanjing, Jiangsu Commercial trade 100 Investment establishment
Ningbo<br> Yonghui Superstores Co., Ltd. Ningbo, Zhejiang Ningbo, Zhejiang Commercial retail 100 Investment establishment
East<br> China Yonghui Logistics Co., Ltd. Kunshan, Jiangsu Kunshan, Jiangsu Logistic distribution 100 Investment establishment
Jiaxing<br> Yonghui Superstores Co., Ltd. Jiaxing, Zhejiang Jiaxing, Zhejiang Commercial retail 100 Investment establishment
Henan<br> Yonghui Superstores Co., Ltd. Zhengzhou, Henan Zhengzhou, Henan Commercial retail 100 Investment establishment
Shanxi<br> Yonghui Superstores Co., Ltd. Taiyuan, Shanxi Taiyuan, Shanxi Commercial retail 100 Investment establishment
Heilongjiang<br> Yonghui Superstores Co., Ltd. Harbin, Heilongjiang Harbin, Heilongjiang Commercial retail 100 Investment establishment
Jilin<br> Yonghui Superstores Co., Ltd. Changchun, Jilin Changchun, Jilin Commercial retail 100 Investment establishment
Liaoning<br> Yonghui Superstores Co., Ltd. Shenyang, Liaoning Shenyang, Liaoning Commercial retail 100 Investment establishment
Liaoning<br> Yonghui Logistics Co., Ltd. Shenyang, Liaoning Shenyang, Liaoning Logistic distribution 100 Investment establishment
Songyuan<br> Yonghui Superstores Co., Ltd. Songyuan, Jilin Songyuan, Jilin Commercial retail 55 Investment establishment
Shanghai<br> Yonghui Superstores Co., Ltd. Shanghai Shanghai Commercial retail 100 Investment establishment
Shanghai<br> Baoshan Yonghui Superstores Co., Ltd. Shanghai Shanghai Commercial retail 100 Investment establishment
Shanghai<br> Yonghui Yangpu Superstores Co., Ltd. Shanghai Shanghai Commercial retail 100 Investment establishment
Shanghai<br> Songjiang Yonghui Superstores Co., Ltd. Shanghai Shanghai Commercial retail 100 Investment establishment
Fuping<br> Yunshang Supply Chain Management Co., Ltd. Fuping, Shaanxi Fuping, Shaanxi Commercial trade 100 Investment establishment
Xizang<br> Yonghui Superstores Co., Ltd. Lhasa, Xizang Lhasa, Xizang Commercial retail 100 Investment establishment
Guizhou<br> Yonghui Logistics Co., Ltd. Guiyang, Guizhou Guiyang, Guizhou Logistic distribution 100 Investment establishment
Chengde<br> Yonghui Renhe Superstores Co., Ltd. Chengde, Hebei Chengde, Hebei Commercial retail 51 Investment establishment
Hebei<br> Yonghui Superstores Co., Ltd. Shijiazhuang, Hebei Shijiazhuang, Hebei Commercial retail 100 Investment establishment
– 140 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Principal Place Registered Nature of Shareholding ratio (%) Acquisition
--- --- --- --- --- --- --- --- ---
Name<br> of Subsidiary of Business address business Direct Indirect method
Gansu<br> Minxian Yonghui Agricultural Development Co., Ltd. Minxian,<br> Gansu Minxian,<br> Gansu Food processing 51 Investment establishment
Shandong<br> Yonghui Superstores Co., Ltd. Jinan, Shandong Jinan, Shandong Commercial retail 100 Investment establishment
Fuzhou<br> Dongzhan International Trade Co., Ltd. Fuzhou, Fujian Fuzhou, Fujian Commercial trade 100 Investment establishment
Ruilingtong<br> Marketing Services (Shanghai) Co., Ltd. Shanghai Shanghai Business services 57 Investment establishment
Guangdong<br> PARK&YH Superstores Co., Ltd. Shenzhen, Guangdong Shenzhen, Guangdong Commercial retail 50 Investment establishment
Beijing<br> Yonghui Superstores Co., Ltd. Beijing Beijing Commercial retail 100 Investment establishment
Hubei<br> Yonghui Zhongbai Superstores Co., Ltd. Wuhan, Hubei Wuhan, Hubei Commercial retail 55 Investment establishment
Yunnan<br> Yonghui Superstores Co., Ltd. Kunming, Yunnan Kunming, Yunnan Commercial retail 100 Investment establishment
Ningxia<br> Yonghui Superstores Co., Ltd. Yinchuan, Ningxia Yinchuan, Ningxia Commercial retail 100 Investment establishment
Hunan<br> Yonghui Superstores Co., Ltd. Changsha, Hunan Changsha, Hunan Commercial retail 100 Investment establishment
Guangxi<br> Yonghui Superstores Co., Ltd. Nanning, Guangxi Nanning, Guangxi Commercial retail 100 Investment establishment
Beijing<br> Yonghui Commercial Co., Ltd. Beijing Beijing Commercial retail 100 Consolidation not under the same control
Shanghai<br> Dongzhan International Trade Co., Ltd. Shanghai Shanghai Commercial trade 100 Consolidation not under the same control
Shanghai<br> Yinjie International Trade Co., Ltd. Shanghai Shanghai Commercial trade 100 Consolidation not under the same control
Guangzhou<br> PARK&YH Superstores Co., Ltd. Guangzhou, Guangdong Guangzhou, Guangdong Commercial retail 48.34 Consolidation not under the same control
Jiangmen<br> ParknShop Supermarket Co., Ltd. Jiangmen, Guangdong Jiangmen, Guangdong Commercial retail 48.34 Consolidation not under the same control
Dongguan<br> DG Mall Supermarket Co., Ltd. Dongguan, Guangdong Dongguan, Guangdong Commercial retail 48.34 Consolidation not under the same control
Yonghui<br> Yunchuang Technology Co., Ltd. Shanghai, China Shanghai, China Business services 46.6 Consolidation not under the same control
Fujian<br> Yonghui Yunchuang Technology Co., Ltd. Fuzhou, Fujian Fuzhou, Fujian Commercial retail 46.6 Consolidation not under the same control
Shenzhen<br> Yonghui Yunchuang Technology Co., Ltd. Shenzhen, Guangdong Shenzhen, Guangdong Commercial retail 46.6 Consolidation not under the same control
Xiamen<br> Yonghui Yunchuang Technology Co., Ltd. Xiamen, Fujian Xiamen, Fujian Commercial retail 46.6 Consolidation not under the same control
– 141 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Principal Place Registered Nature of Shareholding ratio (%) Acquisition
--- --- --- --- --- --- --- --- ---
Name<br> of Subsidiary of Business address business Direct Indirect method
Guangdong<br> Yonghui Yunchuang Technology Co., Ltd. Guangzhou,<br> Guangdong Guangzhou,<br> Guangdong Commercial<br> retail 46.6 Consolidation not under the same control
Fujian Yunwang Technology<br> Co., Ltd. Fuzhou, Fujian Fuzhou, Fujian Commercial retail 27.96 Consolidation not under the same control
Chongqing Yonghui Yunchuang<br> Technology Co., Ltd. Chongqing, China Chongqing, China Commercial retail 46.6 Consolidation not under the same control
Sichuan Yonghui Yunchuang<br> Technology Co., Ltd. Chengdu, Sichuan Chengdu, Sichuan Commercial retail 46.6 Consolidation not under the same control
Fuzhou Yonghui Yunchuang<br> Technology Co., Ltd. Fuzhou, Fujian Fuzhou, Fujian Commercial retail 46.6 Consolidation not under the same control
Shaanxi Yonghui Yunchuang<br> Technology Co., Ltd. Xi’an, Shaanxi Xi’an, Shaanxi Commercial retail 46.6 Consolidation not under the same control
Beijing Yonghui Yunchuang<br> Technology Co., Ltd. Beijing, China Beijing, China Commercial retail 46.6 Consolidation not under the same control
Beijing Huichuang Youpin<br> Technology Co., Ltd. Beijing, China Beijing, China Commercial retail 46.6 Consolidation not under the same control
Jiangsu Yonghui Yunchuang<br> Technology Co., Ltd. Nanjing, Jiangsu Nanjing, Jiangsu Commercial retail 46.6 Consolidation not under the same control
Zhejiang Yonghui Yunchuang<br> Technology Co., Ltd. Hangzhou, Zhejiang Hangzhou, Zhejiang Commercial retail 46.6 Consolidation not under the same control
Anhui Yonghui Yunchuang<br> Technology Co., Ltd. Hefei, Anhui Hefei, Anhui Commercial retail 46.6 Consolidation not under the same control
Ningbo Yonghui Yunchuang<br> Technology Co., Ltd. Ningbo, Zhejiang Ningbo, Zhejiang Commercial retail 46.6 Consolidation not under the same control
Xiamen Yongyun Technology<br> Co., Ltd. Xiamen, Fujian Xiamen, Fujian Commercial retail 27.96 Consolidation not under the same control
Shanghai Yonghui Yunchuang<br> Technology Co., Ltd. Shanghai, China Shanghai, China Commercial retail 46.6 Consolidation not under the same control
Jiangxi Yonghui Yunchuang<br> Zhongcheng Technology Co., Ltd. Nanchang, Jiangxi Nanchang, Jiangxi Commercial retail 46.6 Consolidation not under the same control
Henan Yonghui Yunchuang<br> Technology Co., Ltd. Zhengzhou, Henan Zhengzhou, Henan Commercial retail 46.6 Consolidation not under the same control
Fuzhou Minhou Yonghui<br> Superstores Co., Ltd. Fuzhou, Fujian Fuzhou, Fujian Commercial retail 100 Consolidation under the same control
Fujian Yonghui Culture<br> Media Co., Ltd. Fuzhou, Fujian Fuzhou, Fujian Business services 100 Consolidation under the same control
Fujian Yonghui Commercial<br> Co., Ltd. Fuzhou, Fujian Fuzhou, Fujian Commercial retail 100 Consolidation under the same control
– 142 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Principal Place Registered Nature of Shareholding ratio (%) Acquisition
--- --- --- --- --- --- --- --- ---
Name<br> of Subsidiary of Business address business Direct Indirect method
Hubei Fuhan Supply Chain<br> Management Co., Ltd. Wuhan, Hubei Wuhan, Hubei Food processing 100 Investment establishment
Guangxi Fuping Supply Chain Management<br> Co., Ltd. Nanning, Guangxi Nanning, Guangxi Food processing 100 Investment establishment
Shanghai Yunfu Supply Chain Management<br> Co., Ltd. Shanghai Shanghai Food processing 100 Investment establishment
Zhejiang Yunfu Supply Chain Management<br> Co., Ltd. Hangzhou, Zhejiang Hangzhou, Zhejiang Food processing 100 Investment establishment
Jiangsu Yunfu Supply Chain Management<br> Co., Ltd. Nanjing, Jiangsu Nanjing, Jiangsu Food processing 100 Investment establishment
Xiamen Zhongzhi Huiteng Technology Co., Ltd. Xiamen, Fujian Xiamen, Fujian Commercial retail 46.6 Consolidation not under the same control
Baotou Yonghui Commercial Co., Ltd. Inner Mongolia Autonomous Region Inner Mongolia Autonomous Region Commercial retail 100 Investment establishment
Beijing Yonghui Technology Co., Ltd. Beijing Beijing Commercial retail 100 Investment establishment
Fujian Yuntong Supply Chain Co., Ltd. Fuzhou, Fujian Fuzhou, Fujian Commercial retail 100 Investment establishment
Fujian Yongyuehui Business Management<br> Co., Ltd. Fuzhou, Fujian Fuzhou, Fujian Commercial retail 100 Investment establishment
Shandong Fuping Supply Chain Management<br> Co., Ltd. Weifang, Shandong Weifang, Shandong Commercial retail 100 Investment establishment
Jiangxi Fuping Supply Chain Management<br> Co., Ltd. Nanchang, Jiangxi Nanchang, Jiangxi Commercial retail 100 Investment establishment
Shaanxi Fuping Supply Chain Management<br> Co., Ltd. Weinan, Shaanxi Weinan, Shaanxi Commercial retail 100 Investment establishment
Hainan Fuli Supply Chain Management Co., Ltd. Sanya, Hainan Sanya, Hainan Commercial retail 100 Investment establishment
Anhui Fuwan Supply Chain Management Co., Ltd. Hefei, Anhui Hefei, Anhui Commercial retail 100 Investment establishment
Zhuhai Fuyue Supply Chain Management<br> Co., Ltd. Zhuhai, Guangdong Zhuhai, Guangdong Commercial retail 100 Investment establishment
Hebei Fuji Supply Chain Management Co., Ltd. Shijiazhuang, Hebei Shijiazhuang, Hebei Commercial retail 100 Investment establishment
Chongqing Fuyu Supply Chain Management<br> Co., Ltd. Chongqing Chongqing Commercial retail 100 Investment establishment
Xinjiang Fuchi Supply Chain Management<br> Co., Ltd. Aksu, Xinjiang Aksu, Xinjiang Commercial retail 100 Investment establishment
Guangdong Fuyue Supply Chain Management<br> Co., Ltd. Guangzhou, Guangdong Guangzhou, Guangdong Commercial retail 100 Investment establishment
Hebei Yuanxiaoji Technology Development<br> Co., Ltd. Shijiazhuang, Hebei Shijiazhuang, Hebei Commercial retail 100 Investment establishment
– 143 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Illustration on the difference between the shareholding ratio in subsidiaries and voting right ratio:

None

Basis on being controllable of the invested company with half or less voting rights as well as on being uncontrollable of the invested company but with half or more voting rights:

Although the Group only holds less than 50% of the equity interest in Guangdong ParknShop Yonghui Superstores Co., Ltd ("Guangdong ParknShop") and its subsidiaries, Guangdong ParknShop is a Sino-foreign joint venture where the highest governing body is the Board of Directors, consisting of six directors. The Group has the right to appoint the chairman and two additional directors. Major operational decisions require approval by more than half (including half) of the directors. If the attending directors reach a consensus of equal number of approvals and rejections, the Board of Directors shall vote again on the resolution, and all attending directors shall vote according to the chairman's voting result. Therefore, the Group considers it as a subsidiary.

Despite the Group's ownership of only 46.60% of the equity in Yunchuang and its subsidiaries, Yunchuang is a Sino-foreign joint venture operating enterprise with the Board of Directors as its highest governing body. The Board of Directors consists of seven members, and the Group has the authority to appoint four directors. With major operational decisions requiring approval by a majority of the directors, the Group recognizes Yunchuang as its subsidiary.

The control basis on important structured bodies within the consolidation scope:

None

Basis for determining whether the company is an agent or a bailor:

None

Other notes:

None

(2). Important non-wholly-owned subsidiaries
Applicable ¨ Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- ---
Name<br> of Subsidiary Shareholding<br><br> ratio of <br> minority<br> shareholders Profit<br> and loss<br> attributable to<br> minority<br> shareholders<br> in this term Dividends<br><br> assigned to <br> shareholders <br> in this term Closing<br> <br> balance of<br> equity of <br> minority<br> shareholders
Guangdong PARK&YH Superstores Co., Ltd. 50.00 -253,335,903.70 134,087,843.34
Yonghui Yunchuang Technology Co., Ltd. 53.40 270,653,038.15 251,690,080.73

Illustration on the difference between the shareholding ratio in subsidiaries and voting right ratio:

¨ Applicable Not<br> applicable

Other notes:

¨ Applicable Not<br> applicable
– 144 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(3). Main financial information of important non-wholly-owned subsidiaries
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan 10,000 Currency: RMB

**** Closing balance Opening balance
Name of Subsidiary Current assets Non- current asset Total assets Current liabilities Non- current liabilities Total liabilities Current assets Non- current asset Total assets Current liabilities Non- current liabilities Total liabilities
Guangdong<br> PARK&YH Superstores Co., Ltd. 308,898.72 137,390.21 446,288.93 336,801.95 118,772.88 455,574.83 145,197.06 49,081.91 194,278.97 134,252.25 2,181.25 136,433.50
Yonghui<br> Yunchuang Technology Co., Ltd. 1,304,316.31 10,919.17 1,315,235.48 1,318,720.85 650.87 1,319,371.72 64,594.25 31,197.28 95,791.53 63,340.92 63,340.92
**** Amount of current period Amount of last period
--- --- --- --- --- --- --- --- ---
Name of Subsidiary **** Operating revenue Net profit Total comprehensive income Cash flow from operating activities Operating revenue Net profit Total comprehensive income Cash flow from operating activities
Guangdong PARK&YH Superstores<br> Co., Ltd. 491,479.87 -50,309.91 -50,309.91 38,292.31 478,848.31 -29,576.87 -29,576.87 -66,726.58
Yonghui Yunchuang Technology Co., Ltd. 47,492.91 -37,921.76 -37,921.76 -15,874.79 190,392.42 -15,084.29 -15,084.29 -113,439.60
– 145 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(4). Important limitations on using Group's assets and paying off liabilities of the Group
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(5). Financial support and other support provided to the structured entities that are included in the combined financial statement
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---

Other notes:

¨ Applicable Not<br> applicable
2. Transactions controlling the subsidiaries in case of equity shares change of subsidiaries
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
3. Equities in Cooperative Enterprises and Joint Ventures
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
(1). Important cooperative enterprises and joint ventures
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Names of cooperative enterprises and joint Principal Place of Registered Nature of Shareholding ratio (%) Accounting treatment method for investment in cooperative enterprises and
ventures Business address business Direct Indirect joint ventures
Zhongbai Holdings Group Co., Ltd. Wuhan, Hubei Wuhan, Hubei Commercial retail 5.00 24.86 Equity method
Fujian OneBank Limited Pingtan, Fujian Pingtan, Fujian Finance 27.50 Equity method
Chengdu Hongqi Chain Co., Ltd. Chengdu, Sichuan Chengdu, Sichuan Commercial retail 21.00 Equity method

Description on the difference between the shareholding ratio in cooperative enterprises or joint ventures and voting right:

None

Basis on holding a voting right below 20% but having significant influence, or holding a voting right above 20% but having no significant influence:

None

(2). Main financial information of important cooperative enterprises
¨ Applicable Not<br> applicable
--- --- --- ---
– 146 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(3). Main financial information of important joint ventures
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
Unit: Yuan 10,000 Currency: RMB
--- --- --- --- --- --- --- --- --- --- --- --- ---
**** Closing balance/amount of current period Opening balance/incurred amount of last period
**** Zhongbai Group OneBank Hongqi Chain Zhongbai Group OneBank Hongqi Chain
Current<br> assets 339,288.92 1,598,749.58 352,949.30 355,749.70 2,032,196.17 386,693.58
Non-current<br> asset 906,842.45 244,685.24 399,596.68 599,979.00 227,987.61 225,384.85
Total<br> assets 1,246,131.37 1,843,434.82 752,545.98 955,728.70 2,260,183.78 612,078.43
Current<br> liabilities 673,669.54 663,308.91 291,713.11 603,845.86 813,261.58 265,561.62
Non-current<br> liabilities 258,339.07 960,804.04 92,441.67 5,464.53 1,227,363.04 2,030.00
Total<br> liabilities 932,008.61 1,624,112.95 384,154.78 609,310.39 2,040,624.62 267,591.62
Minority<br> interests 6,742.83 24,795.63 122.72
Shareholders’<br> equity attributable to the parent company 307,379.93 219,321.87 368,391.20 321,622.68 219,559.16 344,364.09
Net<br> asset share calculated as per shareholding ratio 91,783.65 60,313.51 77,362.15 96,036.53 60,378.77 72,316.46
Adjustments 39,460.25 1.72 117,501.40 72,763.47 1.71 116,951.63
—<br> Goodwill
—<br> Unrealized profits in internal transaction
—<br> Others 39,460.25 1.72 117,501.40 72,763.47 1.71 116,951.63
Book<br> value on equity investment of joint ventures 131,243.90 60,315.23 194,863.55 168,800.00 60,380.48 189,268.09
Fair<br> value of equity investment of joint ventures with public offer 101,879.42 151,939.20 125,682.66 199,063.20
Operating<br> revenue 1,233,055.37 31,265.79 935,107.08 1,312,878.60 49,111.16 905,338.03
Net<br> profit -1,314.16 517.41 48,069.62 4,313.19 1,043.99 50,487.21
Net<br> profits under discontinued operations
Other<br> comprehensive income 197.98 -28.10
Total<br> comprehensive income -1,314.16 715.39 48,069.62 4,313.19 1,015.89 50,487.21
Annual<br> dividend received from joint ventures 1,016.76 4,512.48 1,016.76 2,484.72
Other<br> disclosures
None
– 147 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(4). Financial information summary of unimportant cooperative enterprises and joint ventures
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- ---
**** Closing balance/amount of current period Opening balance/incurred amount of last period
Cooperative enterprises:
Total book value of investment 156,722,946.25 200,232,512.85
Total of the following items<br> calculated as per the shareholding ratio
— Net profit -384,544,289.20 -416,321,560.34
— Other comprehensive<br> income
— Total comprehensive<br> income -384,544,289.20 -416,321,560.34
Joint ventures:
Total book value of investment 749,042,729.34 1,025,254,654.11
Total of the following items<br> calculated as per the shareholding ratio
— Net profit 18,014,831.28 36,662,213.72
— Other comprehensive<br> income -5,669.98
— Total comprehensive<br> income 18,009,161.30 36,662,213.72

Other disclosures

As there is no obligation to bear additional losses for Fuzhou Yijiu San San Bean Products Co., Ltd. and Shanghai Xuanhui Business Service Technology Co., Ltd., its net loss is recognized only up to the carrying value of long-term equity investments and other long-term equity interests that essentially represent its net investment, with a write-down to zero.

(5). Description on significant limitations of the ability to transfer funds to the Company by cooperative enterprises and joint ventures
¨ Applicable Not<br> applicable
--- --- --- ---
(6). Excess loss occurred to cooperative enterprises and joint ventures
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- ---
Names of cooperative enterprises and joint ventures Accumulated unrecognized losses accumulated in the previous period Unconfirmed losses this term (or net profit shared this term) Accumulated unconfirmed losses at the end of term
Fuzhou<br> Yijiu San San Bean Products Co., Ltd. 4,442,354.61 4,442,354.61
Shanghai<br> Xuanhui Business Service Technology Co., Ltd. 1,043,783.69 1,043,783.69
(7). Unconfirmed commitment related to cooperative enterprise investment
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
– 148 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(8). Contingent liability related to cooperative enterprise or joint venture investment
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
4. Key joint operations
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
5. Equity in structured entities not included in the consolidated financial statement
--- ---
Description on the structured main body that is not included in the combined<br> financial statement:
¨ Applicable Not<br> applicable
--- --- --- ---
6. Others
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
X. Risks Related to Financial Instruments
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
1. Classification of financial instruments
--- ---

The Group’s main financial instruments include cash and cash equivalents, accounts receivable, other receivables, other current assets, trading financial assets, debt investments, other non-current financial assets, accounts payable, other payables, and short-term borrowings. Details of the financial instruments are disclosed in the relevant notes. The risks associated with these financial instruments and the risk management policies adopted by the Group to mitigate these risks are described below. The Management of the Group manages and monitors these risk exposures to ensure that the risks are kept within limits.

The book values of various financial instruments on the balance sheet date are as follows:

Financial assets as of 2021

Financial<br> assets
measured<br> at fair
value<br> with changes Financial<br> assets
included<br> in current measured at
Item profits<br> and losses amortized costs Total
Monetary<br> funds 9,163,127,740.22 9,163,127,740.22
Loans and advances 814,617,180.15 814,617,180.15
Trading financial<br> assets 1,560,917,920.71 1,560,917,920.71
Factoring<br> receivable 1,411,455,365.03 1,411,455,365.03
Account<br> receivable 477,000,229.84 477,000,229.84
Other<br> receivables 742,369,328.43 742,369,328.43
Non-current<br> assets due within one year 41,563,339.26 41,563,339.26
Long-term<br> receivables 73,044,056.84 73,044,056.84
Other<br> non-current financial assets 4,100,000,000.00 4,100,000,000.00
Total 5,660,917,920.71 12,723,177,239.77 18,384,095,160.48
– 149 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Financial assets as of 2020

Financial assets
measured at fair
value with changes Financial assets
included in current measured at
Item profits and losses amortized costs Total
Monetary funds 12,005,455,154.69 12,005,455,154.69
Loans and advances 1,595,315,743.15 1,595,315,743.15
Trading financial<br> assets 241,410,438.34 241,410,438.34
Factoring<br> receivable 2,710,166,360.05 2,710,166,360.05
Account<br> receivable 447,397,868.68 447,397,868.68
Other<br> receivables 938,269,620.40 938,269,620.40
Other<br> non-current financial assets 5,618,159,570.30 5,618,159,570.30
Total 5,859,570,008.64 17,696,604,746.97 23,556,174,755.61

Financial liabilities

Financial Financial
liabilities liabilities
measured<br> at measured<br> at
amortized<br> cost amortized<br> cost
Item as<br> of 2021 as<br> of 2020
Short-term<br> loans 10,947,557,472.21 13,889,997,357.11
Notes payable 33,000,000.00
Accounts<br> payable 12,518,578,825.59 12,513,674,031.70
Other<br> payables 1,606,156,907.41 2,501,090,822.09
Non-current<br> liabilities due within one year 2,069,851,210.42
Long-term<br> borrowings 1,021,069,722.22
Lease<br> liabilities 24,826,561,091.82
Total 53,022,775,229.67 28,904,762,210.90

2. Risks of financial instruments

The Group faces various risks related to financial instruments in its day-to-day activities, primarily credit risk, liquidity risk, and market risk (including exchange rate risk, interest rate risk, and commodity price risk). The Group’s main financial instruments include cash and cash equivalents, equity investments, debt investments, borrowings, accounts receivable, bills payable, and accounts payable. The risks associated with these financial instruments and the risk management strategies adopted by the Group to mitigate these risks are described below.

The Board of Directors is responsible for establishing the risk management framework for the Group, formulating risk management policies and guidelines, and overseeing the implementation of risk management measures. The Group has established risk management policies to identify and analyze the risks it faces. These risk management policies provide specific guidelines for managing various aspects of risk, including market risk, credit risk, and liquidity risk. The Group periodically assesses the market environment and changes in its business activities to determine whether updates are required for the risk management policies and systems. The risk management for the Group is conducted by the Risk Management Committee in accordance with the policies approved by the Board of Directors. The Risk Management Committee identifies, evaluates, and mitigates relevant risks through close cooperation with other business departments within the Group. The Group’s internal audit department conducts regular audits of risk management controls and procedures, and reports the audit findings to the Group’s Audit Committee.

The Group diversifies its investment and business portfolio appropriately to mitigate financial instrument risks. It also reduces risks concentrated in a single industry, specific geographical area, or specific counterparties by developing corresponding risk management policies.


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APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Credit risk

The Group only trades with recognized third party with good reputation. According to the Group’s policy, credit checks are conducted on all customers who request credit transactions. Furthermore, the Group continuously monitors the balance of accounts receivable to ensure it does not face significant bad debt risks. For transactions not settled in the functional currency of the relevant operating unit, the Group does not provide credit terms unless specifically approved by the Group’s credit control department.

As the counterparties for cash and fund product transactions are reputable banks with high credit ratings, the credit risk associated with these financial instruments is low.

The Group’s other financial assets include debt investments, accounts receivable, and other receivables, with credit risk arising from counterparty default. The maximum risk exposure is equal to the carrying amount of these instruments.

The maximum credit risk exposure to the Group on each balance sheet date is the total amount receivable from customers, net of impairment allowances.

Since the Group only trades with recognized and reputable third parties, no collateral is required. Credit risk concentrations are managed based on customers/counterparties, geographical areas, and industries. As of December 31, 2021, the Group has exposed to specific credit risk concentration, as 26.81% (December 31, 2020: 24.49%) of the Group’s accounts receivable is derived from the top five customers with the largest outstanding balances.

Criteria for determining a significant increase in credit risk

The Group assesses on each balance sheet date whether there has been a significant increase in credit risk of the relevant financial instruments since initial recognition. When determining whether there is a significant increase in credit risk after initial recognition, the Group considers obtaining reasonable and supportable information without incurring unnecessary additional costs or efforts. This includes qualitative and quantitative analysis based on the Group’s historical data, external credit risk ratings, and forward-looking information. Based on a single financial instrument or a combination of financial instruments with similar credit risk characteristics, the Group compares the default risk of financial instruments on the balance sheet date with the default risk on the initial recognition date to determine the change of the default risk of financial instruments during the expected duration of the financial instruments.

When the following qualitative criteria are triggered, the Group considers that there has been a significant increase in credit risk for financial instruments:

· The<br> qualitative criteria primarily include significant adverse changes in the debtor’s business<br> or financial condition and the occurrence of credit-impaired assets on the watchlist.

To determine if credit impairment has occurred, the Group applies criteria consistent with its internal credit risk management objectives, considering both quantitative and qualitative indicators. The Group considers the following factors primarily when assessing whether a debtor has incurred credit impairment:

(1) The<br> issuer or debtor experiences significant financial difficulties.
(2) The<br> debtor breaches any of the contractual stipulations, for example, fails to pay or delays<br> the payment of interests or the principal, etc.;
--- ---
(3) The<br> creditor, due to economic or contractual considerations relating to the debtor’s financial<br> difficulties, grants the debtor concessions that would not otherwise be made;
--- ---
(4) The<br> debtor is likely to become bankrupt or carry out other financial reorganizations;
--- ---
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APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(5) The<br> financial difficulties of the issuer or the debtor cause the disappearance of active market<br> for the financial asset;
--- ---
(6) For<br> a financial asset that has been purchased at a substantial discount or an original financial<br> asset, the discount has reflected the fact that a credit loss has occurred.
--- ---

Credit impairment of financial instrument may be caused by the joint action of multiple events, instead of an individually identifiable event.

Parameters for measuring expected credit losses

On the view of whether the credit risk has increased significantly and whether the credit impairment has occurred, the Group measures the impairment reserve for different assets with the expected credit loss of 12 months or the whole duration. Key parameters for measurement of expected credit losses include the probability of default, loss given default and exposure at default. Considering the quantitative analysis and forward-looking information of historical statistical data (such as counterparty rating, guarantee method and collateral type, repayment method, etc.), the Group established models of the probability of default, loss given default and exposure at default. The following definitions will be used:

(1) The<br> probability of default refers to the possibility that the debtor will be unable to fulfill<br> its repayment obligations over the next 12 months or throughout the remaining duration. The<br> Group’s default probability is adjusted based on the universal model results, added with<br> forward-looking information reflect the debtor’s default probability in the current macroeconomic<br> environment;
(2) Loss<br> given default refers to the Group’s expectation of the loss degree in exposure at default.<br> According to the types of counterparties, the way and priority of recourse, and the different<br> collateral, loss given default is also different. The default loss rate is the percentage<br> of risk exposure loss at default, calculated on the basis of the next 12 months or the whole<br> duration;
--- ---
(3) Default<br> risk exposure refers to the amount that the Group shall be paid when default occurs over<br> the next 12 months or throughout the remaining duration.
--- ---

The assessment of a significant increase in credit risk and the calculation of expected credit loss both involve forward-looking information. Through the analysis of historical data, the Group identifies the key economic indicators that affect the credit risk and expected credit loss of various business types.

The impact of these economic indicators on the probability of default and loss given default is different for different business types. In this process, the Group refers to authoritative forecast values and, based on the results, predicts these economic indicators and determines their impact on default probability and default loss rate.

The Group’s maximum risk exposure and year-end classification by credit risk grade for financial assets are as follows:

Year 2021 Unit: Yuan<br> Currency: RMB
Expected credit loss over the next 12 months Expected credit losses for the whole duration
Items Phase I Phase II Phase III Simplified method Total
Monetary funds 9,163,127,740.22 9,163,127,740.22
Loans and advances 788,569,705.76 19,168,132.97 6,879,341.42 814,617,180.15
Factoring receivable 1,406,455,554.61 361,602.66 4,638,207.76 1,411,455,365.03
Account receivable 477,000,229.84 477,000,229.84
Other receivables 740,716,016.18 1,653,312.25 742,369,328.43
Non-current assets due within<br> one year 41,563,339.26 41,563,339.26
Long-term receivables 73,044,056.84 73,044,056.84
Total 12,098,869,016.77 21,183,047.88 11,517,549.18 591,607,625.94 12,723,177,239.77
– 152 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Year 2020 Unit: Yuan<br> Currency: RMB
--- --- --- --- --- --- --- --- --- --- ---
**** Expected credit loss over the **** **** ****
**** next 12 months Expected credit losses for the whole duration ****
Items Phase I Phase II Phase III Simplified method Total
Monetary funds 12,005,455,154.69 12,005,455,154.69
Loans and advances 1,557,323,746.70 21,399,668.57 16,592,327.88 1,595,315,743.15
Factoring receivable 2,706,767,238.74 1,168,009.96 2,231,111.35 2,710,166,360.05
Account receivable 447,397,868.68 447,397,868.68
Other receivables 935,557,057.62 2,712,562.78 938,269,620.40
Total 17,205,103,197.75 25,280,241.31 18,823,439.23 447,397,868.68 17,696,604,746.97

Liquidity risk

The Group uses a cyclical liquidity planning tool to manage the risk of funding shortfalls. The tool is associated with both the maturity date of its financial instruments and the estimated cash flows generated by the Group’s operations.

The Group’s objective is to maintain a balance between the continuity and flexibility of financing by utilizing various means of financing, such as bank loan. As of December 31, 2021, 43.76% (2020: 100.00%) of the Group’s debts mature within one year.

The maturity period of financial liabilities based on non-discounted contractual cash flows is analyzed as follows:

Year 2021 Unit: Yuan Currency:<br> RMB
Items Within 1 year 1-5 years Over 5 years Total
Short-term loans 11,040,698,472.22 11,040,698,472.22
Notes payable 33,000,000.00 33,000,000.00
Accounts payable 12,518,578,825.59 12,518,578,825.59
Other payables 1,606,156,907.41 1,606,156,907.41
Non-current liabilities due<br> within one year 3,348,205,509.27 3,348,205,509.27
Long-term borrowings 1,118,859,527.78 1,118,859,527.78
Lease liabilities 12,831,809,551.57 22,743,509,411.50 35,575,318,963.07
Total 28,546,639,714.49 13,950,669,079.35 22,743,509,411.50 65,240,818,205.34
Year 2020 Unit:<br> Yuan Currency: RMB
--- --- --- --- ---
Items Within 1 year 1-5 years Over<br> 5 years Total
Short-term loans 14,064,416,662.65 14,064,416,662.65
Accounts payable 12,513,674,031.70 12,513,674,031.70
Other payables 2,501,090,822.09 2,501,090,822.09
Total 29,079,181,516.44 29,079,181,516.44

Market risk

Interest rate risks

The Group’s bank borrowings are fixed-rate, so the Group does not face the risk of market interest rate fluctuations.

Exchange rate risk

The Group is exposed to transactional currency risk. Such risks are caused by sales or purchases made by business units in currencies other than their functional currencies. The Group focuses its main business throughout China, which are settled in RMB. Therefore, the Group faces a low risk of currency fluctuations.

– 153 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Equity instrument investment price risk

The equity instrument investment price risk refers to the risk of a decrease in the fair value of equity securities due to changes in stock index levels and individual security values. As of December 31, 2021, the Group has exposed to equity instrument investment price risk due to certain individual equity instrument investments classified at fair value through profit or loss and whose changes are recognized in the current period. The listed equity instrument investments held by the Group or its subsidiaries are listed on stock exchanges in Shenzhen, Hong Kong, and the United States and are measured at market quotations on the balance sheet date.

The market stock indices of the following stock exchanges, as well as their respective highest and lowest closing points during the year, are as follows:

At the End Year 2021 At the End Year 2020
Items of<br> 2021 Max./min. of<br> 2020 Max./min.
Shenzhen-A Stock Index 2,530 2,571/2,130 2,438 2,442/1,683
Hong Kong-Hang Seng Index 23,398 31,085/22,745 27,231 29,056/21,696
USA-NASDAQ Index 15,645 31,085/22,745 12,888 12,973/6,631

The following table demonstrates the sensitivity of the Group’s net profit and other comprehensive income after tax to a 5% change in the fair value of equity instrument investments (based on the carrying value on the balance sheet date), assuming all other variables remain constant.

Year 2021

Increase/
Carrying (Decrease) Increase/
value<br> of in<br> other (Decrease)
equity Increase/ comprehensive in<br> total
instrument (Decrease)<br> in income<br> after shareholders’
Items investments net<br> profit tax equity
Equity<br> instrument investment
Shenzhen-equity<br> instrument investments measured at fair value with changes in fair value recognized in profit or loss 487,156,170.27 18,268,356.38/-18,268,356.38 18,268,356.38/-18,268,356.38
USA-equity<br> instrument investments measured at fair value with changes in fair value recognized in profit or loss 733,589,445.29 36,679,472.26/-36,679,472.26 36,679,472.26/-36,679,472.26

Year 2020

Increase/
Carrying (Decrease) Increase/
value of in<br> other (Decrease)
equity Increase/ comprehensive in total
instrument (Decrease) in income<br> after shareholders’
Items investments net profit tax equity
Equity<br> instrument investment
Shenzhen-equity<br> instrument investments measured at fair value with changes in fair value recognized in profit or loss 750,278,378.94 28,135,439.21/-28,135,439.21 28,135,439.21/-28,135,439.21
Hong<br> Kong-equity instrument investments measured at fair value with changes in fair value recognized in profit or loss 180,283,725.12 8,553,736.26/-8,553,736.26 8,553,736.26/-8,553,736.26
USA-equity<br> instrument investments measured at fair value with changes in fair value recognized in profit or loss 1,148,540,187.18 57,427,009.36/-57,427,009.36 57,427,009.36/-57,427,009.36
– 154 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
3. Capital management
--- ---

The Group’s primary objective of capital management is to ensure the Group’s ability to continue as a going concern and maintain healthy capital ratios to support business development and maximize shareholder value.

The Group manages its capital structure and makes adjustments based on the economic situation and changes in the risk characteristics of the relevant assets. To maintain or adjust the capital structure, the Group may adjust the distribution of profits to shareholders, return capital to shareholders, or issue new shares. There have been no changes in the capital management objectives, policies, or procedures for the year ended 2021 and 2020.

The Group manages its capital using the debt-to-equity ratio, which has been 84.47% as of December 31, 2021, representing an increase of 20.78% compared to the previous year-end. This increase is mainly due to the impact of the new lease standard, where the increase in lease liabilities exceeds the increase in right-of- use assets. Excluding the impact of the new lease standard, the debt- to-equity ratio at the end of the reporting period is 68.95%. The Management believes that it is in compliance with the requirements of the Group’s capital management.

XI. Disclosure of Fair Value
1. Closing fair value of assets and liabilities measured at fair value
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
Unit:<br> Yuan Currency: RMB
--- --- --- --- --- --- --- ---
Closing fair value
Primary Secondary Tertiary ****
**** fair value fair value fair value ****
Items calculation calculation calculation Total
I.<br> Continuous fair value calculation (I) Trading financial assets 1,546,949,982.11 13,967,938.60 1,560,917,920.71
1.<br> Financial assets measured at fair value and booked into current profits and losses 1,546,949,982.11 13,967,938.60 1,560,917,920.71
(1)<br> Debt instrument investment
(2)<br> Equity instrument investment 1,220,745,615.56 13,967,938.60 1,234,713,554.16
(3)<br> Fund product investments 326,204,366.55 326,204,366.55
2.<br> Financial assets that are specified to be measured at fair value and whose changes are booked into current profits and losses
(1)<br> Debt instrument investment
(2)<br> Equity instrument investment
(II)<br> Other creditor investments
(III)<br> Investment in other equity instruments
(IV)<br> Investment properties
1.<br> The right to use land for lease
2.<br> Buildings for lease
3.<br> Land use right held and transferred after preparation for increment
(V) Biological assets
1.<br> Consumable biological assets
2.<br> Productive biological assets (IV) Other non-current financial assets 4,100,000,000.00 4,100,000,000.00
Total<br> assets measured at fair value continuously 1,546,949,982.11 4,113,967,938.60 5,660,917,920.71
– 155 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

The Group recognizes the transfer between levels based on the occurrence date of the events that cause the transfer between levels.

The Management has assessed that cash and cash equivalents, accounts receivable, and accounts payable have relatively short remaining terms and their fair values are close to their carrying amounts.

The Financial Department of the Group is led by the Financial Manager and is responsible for formulating policies and procedures for fair value measurement of financial instruments. The Financial Manager reports directly to the Chief Financial Officer. On each balance sheet date, the financial department analyzes the value changes of financial instruments and determines the main input values applicable to the valuation. Valuations require approval from the Chief Financial Officer.

Fair value refers to the amount at which both parties to a transaction who are familiar with the condition exchange their assets or clear off their debts under fair conditions instead of the amount induced by forced selling or liquidation. The following methods and assumptions are used to estimate the fair values.

Long-term receivables, long and short-term borrowings, etc., are valued at fair value using the discounted cash flow method, using the market yield of other financial instruments with similar contractual terms, credit risks, and remaining maturities as the discount rate. On December 31, 2021, the Group assessed the self-non-compliance risk of borrowings, both long-term and short-term, as not significant.

Listed equity instrument investments are valued at market quotations. For unlisted equity instruments, the fair value is estimated using market-based models that rely on assumptions not supported by observable market prices or rates. The Group needs to make estimates regarding the selection of comparable companies for market-based valuation. The Group believes that the fair value and its changes estimated using valuation techniques are reasonable and represent the most appropriate values as of the balance sheet date.

2. Basis for determination of market price for measurement of fair value of the first level on an ongoing concern or not
Applicable ¨ Not<br> applicable
--- --- --- ---

For financial instruments traded in active markets, the Group determines their fair value based on their active market quotations;

3. For continuous and discontinuous secondary fair value calculating projects, adopt the valuation technique and the qualitative and quantitative information of important parameters
Applicable ¨ Not<br> applicable
--- --- --- ---

For financial instruments not traded in active markets, the Group determines their fair value with the aid of valuation techniques.

– 156 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
4. For continuous and discontinuous tertiary fair value calculating projects, adopt the valuation technique and the qualitative and quantitative information of important parameters
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
Fair<br> value
--- --- --- --- --- --- --- --- ---
Equity<br> instrument at the<br> end of Valuation Unobservable Range<br> interval
investment the<br> year techniques Inputs (weighted<br> average)
Dalian<br> Wanda Commercial 2021:<br> 4,100,000,000.00 Market approach Marketability<br> Discount Higher<br> liquidity discount, lower fair value
Management<br> Group Co., Ltd. 2020:<br> 3,708,000,000.00 Market approach Marketability<br> Discount Higher<br> liquidity discount, lower fair value
5. Continuous tertiary fair value calculating projects, adjustment information among book values at term start and term end as well as sensitivity analysis on unobserved parameters
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- --- --- --- --- ---
Changes in
unrealized gains
or losses on
assets held at
Current gains the end of the
**** or losses are year that are
**** Opening Transferred-in Transferred-out recognized in Closing **** recognized in
balance to level 3 from level 3 profit or loss balance profit or loss
Trading<br> financial assets
Equity<br> instrument investments measured at fair value with changes in fair value recognized in profit or loss 11,341,004.18 2,626,934.42 13,967,938.60 2,626,934.42
Other<br> non-current financial assets 5,618,159,570.30 -11,341,004.18 -1,770,352,880.96 263,534,314.84 4,100,000,000.00 392,000,000.00
Total 5,618,159,570.30 -1,770,352,880.96 266,161,249.26 4,113,967,938.60 394,626,934.42
6. For continuous fair value calculating items, the transfer reasons and the policy of determining the transfer time point shall be described if transferring occurs among levels in the term
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
Year 2021 Unit: Yuan Currency: RMB
--- --- --- --- --- ---
Transferred-in Transferred-out Cause
First<br> level 1,770,352,880.96 Note<br> 1
Second<br> level
Third<br> level 1,770,352,880.96 Note<br> 1
1,770,352,880.96 1,770,352,880.96
Note<br> 1: Compared to 2020, in 2021, RMB1,770,352,880.96 of equity instrument investments were released<br> from restrictions, resulting in a transfer from Level 3 to Level 1 in the fair value hierarchy.
--- ---
7. Estimate technology change occurred in the current year and change reasons
¨ Applicable Not<br> applicable
--- --- --- ---
– 157 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
8. Financial asset not measured in fair value and fair value of financial liabilities
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

The following is a comparison of the carrying value and fair value of various categories of financial instruments, excluding lease liabilities and financial instruments with minimal differences between carrying value and fair value:

Unit:Yuan Currency: RMB

Carrying value Fair value
Financial<br> liabilities
Long-term<br> borrowings 1,021,069,722.22 1,000,997,871.08
9. Others
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
XII. Affiliated Parties and Transactions
--- ---
1. Parent company of the Company
--- ---

¨ Applicable Not<br> applicable
2. Subsidiaries of the Company
--- ---

For details on the Company’s subsidiaries, please refer to the notes

Applicable ¨ Not<br> applicable

For details of subsidiaries, please refer to Section IX.1. Equity in subsidiaries.

3. Cooperative enterprises and joint ventures of the Company

See Note for significant cooperative enterprises and joint ventures of the Company

Applicable ¨ Not<br> applicable

For details of important cooperative enterprises and joint venture, please refer to section IX. 3. Equities in Cooperative Enterprises and Joint Ventures

The information of other cooperative enterprises and joint ventures that have related-party transaction with the Company in this term, or had related-party transaction with the Company at earlier term and have formed balances

Applicable ¨ Not<br> applicable
Names of cooperative enterprises and joint ventures Relation to the Company
--- ---
Yonghui Fresh<br> Food Development Co., Ltd. The<br> Group’s shareholding ratio of 32.33%
Zhongbai Holdings<br> Group Co., Ltd. The<br> Group’s shareholding ratio of 29.86%
Fujian OneBank<br> Limited The<br> Group’s shareholding ratio of 27.50%
Chengdu Hongqi<br> Chain Co., Ltd. The<br> Group’s shareholding ratio of 21.00%
Xiangcun Gaokao<br> Agricultural Co., Ltd. The Group’s<br> shareholding ratio of 20.00%
Fuzhou Yijiu<br> San San Bean Products Co., Ltd. The<br> Group’s shareholding ratio of 42.00%
Beijing Friendship<br> Messenger Trading Co., Ltd. The<br> Group’s shareholding ratio of 30.00%
– 158 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Names of cooperative enterprises and joint ventures Relation to the Company
--- ---
Fujian<br> Minwei Industrial Co., Ltd. The<br> Group’s shareholding ratio of 19.64%
Fujian<br> Xingyuan Agricultural and Animal Husbandry Technology Co., Ltd. The<br> Group’s shareholding ratio of 20.00%
Sichuan<br> Yongchuang Yaohui Supply Chain Management Co., Ltd. The<br> Group’s shareholding ratio of 30.00%
Fanshiyun<br> (Beijing) Retail Technology Co., Ltd. The<br> Group’s shareholding ratio of 40.00%
1233<br> International Supply Chain Management Co., Ltd. The<br> Group’s shareholding ratio of 40.00%
Fuzhou<br> Yunchuang Life Information Technology Co., Ltd. The<br> Group’s shareholding ratio of 15.84%
Yunda<br> Online (Shenzhen) Technology Development Co., Ltd. The<br> Group’s shareholding ratio of 15.53%
Fujian<br> Lingyu Jinhua Brand Management Co., Ltd. The<br> Group’s shareholding ratio of 15.84%
Origin<br> Country Network Technology (Shanghai) Co., Ltd. The<br> Group’s shareholding ratio of 4.24%
Fujian<br> Enhui Technology Co., Ltd. The<br> Group’s shareholding ratio of 18.64%
Shanghai<br> Xuanhui Business Service Technology Co., Ltd. The Group’s shareholding<br> ratio of 18.64%
Beijing Yonghui Yuanxin<br> Health Technology Co., Ltd. The<br> Group’s shareholding ratio of 49.00%

Other disclosures

¨ Applicable Not<br> applicable
4. Other affiliated parties
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
Name of other affiliated parties Relationship of other affiliated parties with the Company
--- ---
Tencent<br> Technology (Shenzhen) Co. Ltd Related<br> company of shareholder Linzhi Tencent Technology Co., Ltd., holding 5.27% equity of the Company
Tencent<br> Cloud Computing (Beijing) Co., Ltd. Related<br> company of shareholder Linzhi Tencent Technology Co., Ltd., holding 5.27% equity of the Company
Shenzhen<br> Tencent Computer System Co., Ltd. Related<br> company of shareholder Linzhi Tencent Technology Co., Ltd., holding 5.27% equity of the Company
Guangdong<br> Mannings Chain Commercial Co., Ltd. Subsidiaries<br> of Dairy Co., Ltd., which holds 21.08% equity of the Company
Mannings<br> (Chongqing) Health Products Co., Ltd. Subsidiaries<br> of Dairy Co., Ltd., which holds 21.08% equity of the Company
Mannings<br> Chain Commercial (Beijing) Co., Ltd. Subsidiaries<br> of Dairy Co., Ltd., which holds 21.08% equity of the Company
Mannings<br> Daily Necessities Commercial (Shanghai) Co., Ltd. Subsidiaries<br> of Dairy Co., Ltd., which holds 21.08% equity of the Company
Beijing<br> Jingbangda Trading Co., Ltd. Companies<br> controlled by Jiangsu Jingdong Bangneng Investment Management Co., Ltd. and Jiangsu Yuanzhou Electronic Commerce Co., Ltd., which<br> together hold 13.38% equity of the Company
– 159 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Name of other affiliated parties Relationship of other affiliated parties with the Company
--- ---
JD.COM<br> INTERNATIONAL LIMITED Companies<br> controlled by Jiangsu Jingdong Bangneng Investment Management Co., Ltd. and Jiangsu Yuanzhou Electronic Commerce Co., Ltd., which<br> together hold 13.38% equity of the Company
Beijing<br> Jingdong 360 Degrees E-Commerce Co., Ltd. Companies<br> controlled by Jiangsu Jingdong Bangneng Investment Management Co., Ltd. and Jiangsu Yuanzhou Electronic Commerce Co., Ltd., which<br> together hold 13.38% equity of the Company
Beijing<br> Jingdong Century Trade Co., Ltd. Companies<br> controlled by Jiangsu Jingdong Bangneng Investment Management Co., Ltd. and Jiangsu Yuanzhou Electronic Commerce Co., Ltd., which<br> together hold 13.38% equity of the Company
Beijing<br> Jingdong Century Information Technology Co., Ltd. Companies<br> controlled by Jiangsu Jingdong Bangneng Investment Management Co., Ltd. and Jiangsu Yuanzhou Electronic Commerce Co., Ltd., which  together<br> hold 13.38% equity of the Company
Chengdu<br> Jingdong Century Trading Co., Ltd. Companies<br> controlled by Jiangsu Jingdong Bangneng Investment Management Co., Ltd. and Jiangsu Yuanzhou Electronic Commerce Co., Ltd., which<br> together hold 13.38% equity of the Company
Jiangsu<br> Jingdong Information Technology Co., Ltd. Companies<br> controlled by Jiangsu Jingdong Bangneng Investment Management Co., Ltd. and Jiangsu Yuanzhou Electronic Commerce Co., Ltd., which  together<br> hold 13.38% equity of the Company
Fujian<br> Xuanhui Real Estate Development Co., Ltd. Companies<br> controlled by Zhang Xuansong, a natural person holding 11.70% equity of the Company
Fujian<br> Xuanhui Yongjia Business Operation Management Co., Ltd. Companies<br> controlled by Zhang Xuansong, a natural person holding 11.70% equity of the Company
Fujian<br> Xuanhui Property Management Co., Ltd. Companies<br> controlled by Zhang Xuansong, a natural person holding 11.70% equity of the Company
Fuzhou<br> Xuanhui Property Development Co., Ltd. Companies<br> controlled by Zhang Xuansong, a natural person holding 11.70% equity of the Company
Sanming<br> Xuanhui Property Development Co., Ltd. Companies<br> controlled by Zhang Xuansong, a natural person holding 11.70% equity of the Company
Sanming<br> Xuanhui Business Operation Management Co., Ltd. Companies<br> controlled by Zhang Xuansong, a natural person holding 11.70% equity of the Company
Yonghui<br> (Pucheng) Real Estate Development Co., Ltd. Companies<br> controlled by Zhang Xuansong, a natural person holding 11.70% equity of the Company
Zhang<br> Xuansong Natural<br> person holding 11.70% equity of the Company
Zhang<br> Xuanning Natural<br> person holding 8.20% equity of the Company
Songyuan<br> Rongtong Real Estate Development Co., Ltd. Minority<br> shareholder of the Company’s sub-subsidiary
– 160 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Name of other affiliated parties Relationship of other affiliated parties with the Company
--- ---
Fuping<br> County Qijin Ecological Agriculture Technology Development Co., Ltd. Minority shareholder<br> of the Company’s subsidiary
PARKnSHOP<br> (China) Investment Co., Ltd. Minority shareholder of the<br> Company’s subsidiary
Fuzhou<br> Shouyao Construction Labor Engineering Co., Ltd. Minority shareholder of the<br> Company’s subsidiary
CJ<br> FRESHWAY Yonghui (Shanghai) Trade Co., Ltd. Original cooperative enterprise<br> of the Company
Zhanjiang<br> Guolian Aquatic Products Co., Ltd Original cooperative enterprise<br> of the Company
Quanzhou<br> Lixia Business Management Co., Ltd. Original cooperative enterprise<br> of the Company
Jiangsu<br> Shenguo Technology Co., Ltd. Original cooperative enterprise<br> of the Company
Fujian<br> Caimeimei Supply Chain Management Co., Ltd. Original cooperative enterprise<br> of the Company
Directors,<br> Supervisors, Chief Financial Officer, and Board Secretary Key Management Staff
5. Affiliated transactions
--- ---
(1). Related transactions for purchasing and selling commodities and providing and accepting labor service
Table for goods procurement/labor service acceptance
Applicable ¨ Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- ---
Affiliated parties Content of related transaction Amount of current period Amount of last period
Yonghui Fresh<br> Food Development Co., Ltd. and its subsidiaries Commodity<br> purchase 2,804,850,064.28 2,093,905,247.27
Beijing Friendship<br> Messenger Trading Co., Ltd. Commodity purchase 525,754,592.90 854,445,897.32
Sichuan Yongchuang<br> Yaohui Supply Chain Management Co., Ltd. Commodity<br> purchase 713,546,399.67 590,426,154.53
1233 International Supply Chain<br> Management Co., Ltd. and its subsidiaries Commodity<br> purchase 306,258,789.30 156,559,120.24
Zhanjiang Guolian<br> Aquatic Development Co., Ltd. and its subsidiaries Commodity<br> purchase 166,981,811.67 138,531,768.19
Xiangcun Gaoke<br> Agricultural Co., Ltd. and its subsidiaries Commodity<br> purchase 81,413,682.49 119,797,629.97
Fuzhou Yijiu San San Bean<br> Products Co., Ltd. and its subsidiaries Commodity<br> purchase 22,227,655.29 11,399,324.02
– 161 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Affiliated parties Content <br><br>of related <br><br>transaction Amount of<br><br> current<br> period Amount of <br><br>last period
--- --- --- --- --- ---
Fujian Xingyuan Agriculture<br> and Animal Husbandry Technology Co., Ltd. and its subsidiaries Commodity purchase 70,007,310.80 65,689,776.69
Fujian Lingyu Jinhua Brand Management<br> Co., Ltd. and its subsidiaries Commodity purchase 12,307,206.55
Fujian Enhui Technology Co., Ltd. and<br> its subsidiaries Commodity purchase 1,106,696.90
Fujian Minwei Industrial Co., Ltd. and<br> its subsidiaries Commodity purchase 39,706.03
Zhongbai Holdings Group Co., Ltd. and<br> its subsidiaries Commodity purchase 24,238.13
CJ FRESHWAY Yonghui (Shanghai) Trade<br> Co., Ltd. Commodity purchase 38,385,950.68
Yonghui Yunchuang Technology Co., Ltd.<br> and its subsidiaries Commodity purchase 13,364,994.48
Guangdong Mannings Chain Commercial Co.,<br> Ltd. Commodity purchase 3,525,334.33
Shanghai Xuanhui Business Service Technology<br> Co., Ltd. and its subsidiaries Labor service acceptance 171,466,331.56
Yunda Online (Shenzhen) Technology Development<br> Co., Ltd. and its subsidiaries Labor service acceptance 104,621,610.61
Fujian Lingyu Jinhua Brand Management<br> Co., Ltd. and its subsidiaries Labor service acceptance 89,987,622.18
Tencent Cloud Computing (Beijing) Co.,<br> Ltd. Labor service acceptance 19,848,270.70 16,573,669.87
Yonghui Fresh Food Development Co., Ltd.<br> and its subsidiaries Labor service acceptance 20,869,727.37 15,542,337.06
Fujian Enhui Technology Co., Ltd. and<br> its subsidiaries Labor service acceptance 6,385,244.66
1233 International Supply Chain Management<br> Co., Ltd. and its subsidiaries Labor service acceptance 1,160,850.41
Yonghui Yunchuang Technology Co., Ltd.<br> and its subsidiaries Labor service acceptance 12,922,349.29
Beijing Jingbangda Trading Co., Ltd.<br> and its subsidiaries Labor service acceptance 743,631.65
Quanzhou Lixia Business Management Co.,<br> Ltd. Labor service acceptance 516,042.69
Fanshiyun (Beijing) Retail Technology<br> Co., Ltd. Labor service acceptance 207,547.16 3,109,046.41
– 162 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Affiliated parties Content<br><br> of related<br><br> transaction Amount of<br><br> current<br> period Amount of <br><br>last period
--- --- --- --- --- ---
Chengdu Hongqi Chain Co.,<br> Ltd. Labor service acceptance 167,484.67 960,269.58
Fuping County Qijin Ecological Agriculture<br> Technology Development Co., Ltd. Labor service acceptance 707,547.17
Zhongbai Holdings Group Co., Ltd. and<br> its subsidiaries Labor service acceptance 294,466.32 429,604.91
Jiangsu Shenguo Technology Co., Ltd. Labor service acceptance 256,072.21
Sanming Xuanhui Business Operation Management<br> Co., Ltd. Labor service acceptance 148,981.08
Tencent Cloud Computing (Beijing) Co.,<br> Ltd. Acquisition of fixed assets 16,054,746.77
PARKnSHOP (China) Investment Co., Ltd. Usage fee for funds 2,262,239.54 2,382,949.10
Table for goods sale/labor service rendering
---
√ Applicable ¨ Not applicable
--- ---
Unit: Yuan Currency: RMB
---
Affiliated parties Content<br><br> of related<br><br> transaction Amount of<br><br> current<br> period Amount of <br><br>last period
--- --- --- --- --- ---
Yonghui Yunchuang Technology<br> Co., Ltd. and its subsidiaries Sales of goods 645,438,004.92
Yonghui Fresh Food Development Co., Ltd.<br> and its subsidiaries Sales of goods 686,337,847.76 453,861,937.05
Zhongbai Holdings Group Co., Ltd. and<br> its subsidiaries Sales of goods 107,842,574.21 125,318,753.62
Zhanjiang Guolian Aquatic Products Co.,<br> Ltd Sales of goods 295,412.84 1,259,633.03
Fujian Enhui Technology Co., Ltd. and<br> its subsidiaries Sales of goods 19,127,024.66
Yunda Online (Shenzhen) Technology Development<br> Co., Ltd. and its subsidiaries Sales of goods 2,921,108.08
Beijing JD Century Trading Co., Ltd.<br> and its subsidiaries Sales of goods 619,277.31
1233 International Supply Chain Management<br> Co., Ltd. and its subsidiaries Sales of goods 594,561.79 895,442.70
Fujian OneBank Limited Sales of goods 14,511.50
– 163 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Affiliated parties Content<br><br> of related<br><br><br> transaction Amount<br> of<br><br> current period Amount<br> of<br><br> last period
--- --- --- --- --- ---
Yonghui<br> Fresh Food Development Co., Ltd. and its subsidiaries Provision of labor services 9,766,268.00 80,903,084.17
Yonghui Yunchuang<br> Technology Co., Ltd. and its subsidiaries Provision of labor services 57,494,727.17
1233 International<br> Supply Chain Management Co., Ltd. and its subsidiaries Provision of labor services 34,487,987.75 15,806,808.82
Sichuan Yongchuang<br> Yaohui Supply Chain Management Co., Ltd. Provision of labor services 4,075,471.69 2,588,362.42
Zhongbai Holdings<br> Group Co., Ltd. and its subsidiaries Provision of labor services 1,633,582.83 2,214,265.09
Zhanjiang Guolian<br> Aquatic Products Co., Ltd Provision of labor services 782,028.88 1,151,506.41
CJ FRESHWAY<br> Yonghui (Shanghai) Trading Co., Ltd. Provision of labor services 812,622.23
Fuzhou Yijiu<br> San San Bean Products Co., Ltd. and its subsidiaries Provision of labor services 67,254.74 147,932.62
Sanming Xuanhui<br> Property Development Co., Ltd. Provision of labor services 304,732.47
Fuzhou Xuanhui<br> Property Development Co., Ltd. Provision of labor services 227,735.78
Xiangcun Gaoke<br> Agricultural Co., Ltd. and its subsidiaries Provision of labor services 143,136.67 20,540.76
Fujian Xingyuan<br> Agricultural and Animal Husbandry Technology Co., Ltd. Provision of labor services 184,395.73 522,119.70
Beijing Friendship<br> Messenger Trading Co., Ltd. Provision of labor services 604,752.84
Fujian Lingyu<br> Jinhua Brand Management Co., Ltd. and its subsidiaries Provision of labor services 1,500,856.67
Fujian OneBank<br> Limited Interest income 17,890,879.20 18,032,715.38
Fujian Minwei<br> Industrial Co., Ltd. and its subsidiaries Interest income 4,761,423.13 5,312,758.92
Zhanjiang Guolian<br> Aquatic Products Co., Ltd Interest income 2,167,190.75 2,819,706.48
Fujian Xingyuan<br> Agricultural and Animal Husbandry Technology Co., Ltd. Interest income 3,412,085.71 2,685,927.67
Yonghui Fresh<br> Food Development Co., Ltd. and its subsidiaries Interest income 1,225,366.89 2,502,096.45
– 164 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Affiliated parties Content<br><br> <br>of related <br><br>transaction Amount<br> of<br><br> current period Amount<br> of <br><br>last period
--- --- --- --- --- ---
Sichuan<br> Yongchuang Yaohui Supply Chain Management Co., Ltd. Interest income 370,649.9
Xiangcun Gaoke<br> Agricultural Co., Ltd. and its subsidiaries Interest income 243,591.35
Fuzhou Yijiu<br> San San Bean Products Co., Ltd. and its subsidiaries Interest income 563,696.18 344,016.59

Affiliated transaction description on purchase and sale of goods, supply and labor service acceptance

¨ Applicable Not applicable
(2). Related entrusted management/contracting and mandatory management/outsourcing conditions
--- ---

Table for trustee management and contracting of the Company:

¨ Applicable Not applicable

Description of the condition of affiliated trusteeship/contracting

¨ Applicable Not applicable

List of entrusted management/outsource cases of the Company

¨ Applicable Not applicable

Description on affiliated management/contracting condition

¨ Applicable Not applicable
(3). Related lease
--- ---

The Company is the lessor:

Applicable ¨ Not applicable
Unit: Yuan Currency: RMB
---
Name of lessee Type of<br><br> leased assets Confirmed <br><br> leasing income in<br><br> current period Confirmed <br><br> leasing income in<br><br> previous period
--- --- --- --- --- ---
Mannings Daily Necessities<br> Commercial (Shanghai) Co., Ltd. Commercial land — Luban<br> Store, Huangpu District 70,026.68
Mannings (Chongqing) Health Products<br> Co., Ltd. Commercial land — Zhongjia Lijing<br> Store, Dadukou District 84,158.87
Yonghui Fresh Food Development Co., Ltd.<br> and its subsidiaries Warehouse leasing 22,520,068.71 19,321,752.13
– 165 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Name of lessee Type of <br><br> leased assets Confirmed<br> <br><br> leasing income in<br><br> current period Confirmed<br> <br><br> leasing income in<br><br> previous period
--- --- --- --- --- ---
1233<br> International Supply Chain Management Co., Ltd. Commercial<br> land – Fuzhou MIXC 3,310,861.36
Fujian Lingyu<br> Jinhua Brand Management Co., Ltd. Commercial land<br> – Chongqing Xuanhui Real Estate Company 609,430.07
Beijing Yonghui<br> Yuanxin Health Technology Co., Ltd. and its subsidiaries Commercial land<br> – Guanghua Avenue Store, Wenjiang, Chengdu 319,790.77
Yonghui Yunchuang<br> Technology Co., Ltd. and its subsidiaries Warehouse leasing 10,547,503.37

The Company as the Leasee:

Applicable ¨ Not applicable
Unit: Yuan Currency: RMB
---
Name of Lessor Type of leased assets Confirmed leasing fee in current period Confirmed leasing fee in last period
--- --- --- --- ---
Fujian Xuanhui Real Estate<br> Development Co., Ltd. Commercial land and office<br> building – Jinshan Park Store 5,239,067.28
Fujian Xuanhui Real Estate Development<br> Co., Ltd. Quangang Yongjia Store, Quanzhou 2,512,204.20
Zhang Xuansong Commercial land – Daru Shijia Store 5,674,250.06
Zhang Xuansong Office building – Zuohai Office<br> Building 3,366,502.89
Yonghui (Pucheng) Real Estate Development<br> Co., Ltd. Commercial land – Pucheng Xinhua<br> Store 4,353,823.38
Zhongbai Holdings Group Co., Ltd. and<br> its subsidiaries Xiangyang Minfa Plaza Store 128,173.49
Fuzhou Xuanhui Property Development Co.,<br> Ltd. Fuzhou Minhou Nantong Branch Store 922,065.35
Sanming Xuanhui Property Development<br> Co., Ltd. Yongjia Tiandi Store 703,706.40
Yonghui Fresh Food Development Co., Ltd.<br> and its subsidiaries Warehouse leasing 2,412,591.62

Descriptions of affiliated leases condition

Applicable ¨ Not applicable
– 166 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Since January 1, 2021, the Company has been adopting the new leasing standard. Under the new standard, for non-exempt lease contracts, the Company no longer recognizes lease expenses on the balance sheet. Lease expenses for exempt contracts are recognized using the straight-line method.

(4). Related-party guarantee

The Company as the guarantor

¨ Applicable Not applicable

The Company as the guaranteed party

¨ Applicable Not applicable

Description of affiliated guarantee

¨ Applicable Not applicable
(5). Fund inter-bank lending for affiliated parties
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
---
Affiliated Lending
--- --- --- --- --- --- ---
parties amount Starting date Due date Explanation
Borrowings
PARKnSHOP (China) Investment<br> Co., Ltd. 46,250,000.00 May 9, 2019 May 8, 2023 Borrowings
Affiliated Lending
--- --- --- --- --- ---
parties amount Starting date Due date Explanation
Lendings Fujian Minwei Industrial Co., Ltd. 61,900,000.00 July 6, 2021 October 23, 2022 Factoring funds
Fujian Xingyuan Agricultural and Animal Husbandry Technology<br> Co., Ltd. 35,000,000.00 June 8, 2021 June 3, 2022 Factoring funds
Yonghui Fresh Food Development Co., Ltd. and its subsidiaries 100,000,000.00 October 26, 2021 December 30, 2021 Factoring funds
Zhanjiang Guolian Aquatic Products Co., Ltd. 34,407,187.09 July 20, 2021 December 12, 2022 Factoring funds
Fuzhou Yijiu San San Bean Products Co., Ltd. and its subsidiaries 11,729,000.00 January 8, 2020 February 24, 2024 Group borrowings

Fuzhou Yijiu San San Bean Products Co., Ltd. and its subsidiaries received a total of RMB2,695,000.00 funds from the Group during the current year, with an annual interest rate of 4.785%, starting from January 13, 2021, and due on February 24, 2024 (2020: RMB9,104,000.00, with an annual interest rate of 4.785%, starting from January 8, 2020, received early repayment of RMB70,000.00 in the current year, and the remaining RMB9,034,000.00 is due on February 24, 2024).

– 167 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Fuzhou Minwei Industrial Co., Ltd. and its subsidiaries received a total of RMB61,900,000.00 factoring funds from the Group during the current year, with an annual interest rate of 8.50%, starting from July 6, 2021, and due on October 23, 2022 (2020: RMB50,000,000.00, with an annual interest rate of 8.50%, starting from January 10, 2020, fully repaid on October 8, 2021).

Fujian Xingyuan Agriculture and Animal Husbandry Technology Co., Ltd. and its subsidiaries received a total of RMB35,000,000.00 factoring funds from the Group during the current year, with an annual interest rate of 12.00%, starting from June 8, 2021, and due on June 3, 2022 (2020: RMB45,000,000.00, with an annual interest rate of 11.50%, starting from June 11, 2020, fully repaid on November 11, 2021).

Yonghui Fresh Food Development Co., Ltd. and its subsidiaries received a total of RMB100,000,000.00 factoring funds from the Group during the current year, with an annual interest rate of 7.00%, starting from October 26, 2021, fully repaid on December 30, 2021 (2020: RMB80,000,000.00, with an annual interest rate of 7.00%, starting from July 13, 2020, fully repaid on July 11, 2021).

Zhanjiang Guolian Aquatic Development Co., Ltd. and its subsidiaries received a total of RMB34,407,187.09 factoring funds from the Group during the current year, with an annual interest rate of 10.00%. Among them, RMB25,000,000.00 with a starting date of July 20, 2021, is due on July 15, 2022, and RMB9,407,187.09 with a starting date of December 17, 2021, is due on December 12, 2022 (2020: RMB50,000,000.00, with an annual interest rate of 10.00%, starting from January 7, 2020, fully repaid on July 9, 2021).

(6). Assets transferring and debt restructuring of affiliatedparties
¨ Applicable Not applicable
--- --- --- ---
(7). Remuneration for key managementpersonnel
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan 10,000 Currency: RMB
---
Amount of Amount of
--- --- --- --- ---
Items current period last period
Remuneration for key management personnel 3,509.50 4,497.89
(8). Other related transactions
--- ---
¨ Applicable Not applicable
--- --- --- ---
6. Receivables and payables of affiliated parties
--- ---
(1). Receivables
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
---
Closing balance Opening balance
--- --- --- --- --- --- --- --- --- ---
Book Bad debt Book Bad debt
Project<br> name Affiliated<br> parties balance provision balance provision
Account receivable 1233<br> International Supply Chain Management Co., Ltd. and its subsidiaries 1,914,602.52 19,146.03 7,550,983.37 75,509.83
– 168 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
**** **** Closing balance Opening balance
--- --- --- --- --- --- --- --- --- ---
**** **** Book Bad debt Book Bad debt
Project name Affiliated parties balance provision balance provision
Account receivable Zhongbai Holdings Group Co.,<br> Ltd. and its subsidiaries 4,442,427.43 44,424.27 2,887,321.55 28,873.22
Account receivable Fujian Enhui Technology Co., Ltd. and<br> its subsidiaries 9,884,452.60 98,844.53 1,598,059.73 15,980.60
Account receivable Fujian Lingyu Jinhua Brand Management<br> Co., Ltd. and its subsidiaries 6,240.47 62.40 169,069.64 1,690.70
Account receivable Jiangsu Jingdong Information Technology<br> Co., Ltd. 249,643.22 2,496.43 160,874.44 1,608.74
Account receivable Yunda Online (Shenzhen) Technology Development<br> Co., Ltd. and its subsidiaries 6,058,292.95 60,582.93 66,666.00 666.66
Account receivable Chengdu Hongqi Chain Co., Ltd. and its<br> subsidiaries 18,750.00 187.50 18,750.00 187.50
Account receivable Beijing Jingdong Century Trade Co., Ltd. 514,380.89 5,143.81 11,000.00 110.00
Other receivables Fujian Enhui Technology Co., Ltd. and<br> its subsidiaries 25,963,154.34
Other receivables Fuzhou Yijiu San San Bean Products Co.,<br> Ltd. and its subsidiaries 11,942,088.70 119,420.89 9,141,512.48 91,415.13
Other receivables Jiangsu Shenguo Technology Co., Ltd. 4,410,705.07
Other receivables Yunda Online (Shenzhen) Technology Development<br> Co., Ltd. and its subsidiaries 100,000.00 1,000.00 521,474.96
Other receivables Zhang Xuansong 450,360.00 4,503.60
Other receivables Fujian OneBank Limited 434,591.63 4,345.92 201,768.96 2,017.69
Other receivables Beijing Jingdong Century Trade Co., Ltd. 150,000.00 1,500.00 50,000.00
– 169 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
**** **** Closing balance Opening balance
--- --- --- --- --- --- --- --- ---
**** **** Book Bad debt Book Bad debt
Project name Affiliated parties balance provision balance provision
Other receivables 1233 International Supply<br> Chain Management Co., Ltd. and its subsidiaries 514,601.18 5,146.01
Other receivables Shanghai Xuanhui Business Service Technology<br> Co., Ltd. and its subsidiaries 100,000.00 1,000.00
Other receivables Fujian Xuanhui Real Estate Development<br> Co., Ltd. and its subsidiaries 47,250.00 472.5
Prepaid accounts Sichuan Yongchuang Yaohui Supply Chain<br> Management Co., Ltd. 118,118,547.54 214,680,548.52
Prepaid accounts Beijing Friendship Messenger Trading<br> Co., Ltd. 71,637,166.57 67,252,708.57
Prepaid accounts Zhanjiang Guolian Aquatic Development<br> Co., Ltd. and its subsidiaries 7,080,569.27
Prepaid accounts Yunda Online (Shenzhen) Technology Development<br> Co., Ltd. and its subsidiaries 827,917.11 6,172,686.73
Prepaid accounts 1233 International Supply Chain Management<br> Co., Ltd. and its subsidiaries 4,808,666.96
Prepaid accounts Yonghui (Pucheng) Real Estate Development<br> Co., Ltd. 4,335,762.19
Prepaid accounts Fujian Enhui Technology Co., Ltd. and<br> its subsidiaries 6,031,628.92 3,874,138.47
Prepaid accounts Jiangsu Shenguo Technology Co., Ltd. 2,396,910.80
Prepaid accounts Origin Country Network Technology (Shanghai)<br> Co., Ltd. 51,863.09
– 170 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Closing<br> balance Closing<br> balance
--- --- --- --- --- --- --- --- --- ---
Book Bad debt Book Bad debt
Project<br> name Affiliated<br> parties balance provision balance provision
Prepaid accounts Shanghai<br> Xuanhui Business Service Technology Co., Ltd. 37,900.00
Prepaid accounts Fujian Lingyu Jinhua<br> Brand Management Co., Ltd. 155,296.26 21,000.00
Prepaid accounts Tencent Cloud Computing<br> (Beijing) Co., Ltd. 17,964.72 17,964.00
Prepaid accounts Xiangcun Gaoke Agricultural<br> Co., Ltd. and its subsidiaries 43,304.42 15,432.57
Prepaid accounts Fujian Xuanhui Real<br> Estate Development Co., Ltd. 120,266.10
Prepaid accounts Shenzhen Tencent<br> Computer System Co., Ltd. 50,000.00 300.00
Factoring receivable Yonghui Fresh Food<br> Development Co., Ltd. and its subsidiaries 80,272,222.22 802,722.22
Factoring receivable Fujian Minwei Industrial<br> Co., Ltd. and its subsidiaries 58,099,555.36 580,995.55 40,113,333.34 401,133.33
Factoring receivable Fujian Xingyuan<br> Agriculture and Animal Husbandry Technology Co., Ltd. and its subsidiaries 30,185,604.58 301,856.05 30,130,000.00 301,300.00
Factoring receivable Zhanjiang Guolian<br> Aquatic Development Co., Ltd. and its subsidiaries 30,150,000.00 301,500.00
Loans and advances Fujian Minwei Industrial<br> Co., Ltd. and its subsidiaries 20,056,666.67 300,850.00
– 171 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

(2).     Accounts payable

Applicable ¨ Not applicable
Unit: Yuan Currency: RMB
---
Closing book Opening book
--- --- --- --- --- ---
Project<br> name Affiliated<br> parties balance balance
Notes payable Yonghui Fresh Food Development<br> Co., Ltd. and its subsidiaries 33,000,000.00
Accounts payable Yonghui Fresh Food Development Co., Ltd.<br> and its subsidiaries 286,827,632.90 177,221,582.75
Accounts payable 1233 International Supply Chain Management<br> Co., Ltd. and its subsidiaries 104,997,669.53 111,575,913.89
Accounts payable Zhanjiang Guolian Aquatic Development<br> Co., Ltd. and its subsidiaries 25,662,780.03
Accounts payable Xiangcun Gaoke Agricultural Co., Ltd.<br> and its subsidiaries 9,263,911.27 14,700,299.03
Accounts payable Fujian Xingyuan Agriculture and Animal<br> Husbandry Technology Co., Ltd. and its subsidiaries 5,789,907.83 10,251,182.90
Accounts payable Jiangsu Shenguo Technology Co., Ltd. 6,271,114.73
Accounts payable Fujian Enhui Technology Co., Ltd. and<br> its subsidiaries 491,723.42 4,604,720.96
Accounts payable Fuzhou Yijiu San San Bean Products Co.,<br> Ltd. and its subsidiaries 2,316,644.04 3,017,763.80
Accounts payable Fujian Lingyu Jinhua Brand Management<br> Co., Ltd. and its subsidiaries 5,459,248.10 2,931,376.45
Accounts payable Zhongbai Holdings Group Co., Ltd. and<br> its subsidiaries 820,154.49 1,420,824.52
Accounts payable Fujian Minwei Industrial Co., Ltd. and<br> its subsidiaries 90,381.90
Accounts payable Fuping County Qijin Ecological Agriculture<br> Technology Development Co., Ltd. 13,474.86 13,474.86
Accounts payable Beijing JD Century Trading Co., Ltd.<br> and its subsidiaries 45,196.69
Other payables PARKnSHOP (China) Investment Co., Ltd. 46,897,027.13 46,528,173.47
– 172 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Closing Book Opening Book
--- --- --- --- --- ---
Project<br> name Affiliated<br> parties balance balance
Other payables Fujian Lingyu Jinhua Brand<br> Management Co., Ltd. and its subsidiaries 32,051,174.31 40,365,987.90
Other payables Shanghai Xuanhui Business Service Technology<br> Co., Ltd. 19,917,251.43 3,487,499.38
Other payables Yunda Online (Shenzhen) Technology Development<br> Co., Ltd. and its subsidiaries 10,344,983.99 19,946,224.22
Other payables Fujian Enhui Technology Co., Ltd. and<br> its subsidiaries 3,316,991.41
Other payables Songyuan Rongtong Real Estate Development<br> Co., Ltd. 1,778,060.52 1,778,060.52
Other payables Chengdu Hongqi Chain Co., Ltd. and its<br> subsidiaries 160,000.00 600,000.00
Other payables Tencent Cloud Computing (Beijing) Co.,<br> Ltd. 1,204,212.55 394,893.66
Other payables Jiangsu Shenguo Technology Co., Ltd. 212,367.89
Other payables Zhang Xuansong 1,880,742.05 210,406.50
Other payables Fujian Xuanhui Real Estate Development<br> Co., Ltd. and its subsidiaries 2,161,422.15 173,632.37
Other payables Fuzhou Xuanhui Property Development Co.,<br> Ltd. 131,225.06
Other payables Beijing JD Century Trading Co., Ltd.<br> and its subsidiaries 41,649.54
Other payables Mannings (Chongqing) Health Products<br> Co., Ltd. 30,000.00 30,000.00
Other payables Sanming Xuanhui Property Development<br> Co., Ltd. 85,706.38
Other payables Beijing Yonghui Yuanxin Health Technology<br> Co., Ltd. and its subsidiaries 66,150.00
Other payables Beijing Jingbangda Trading Co., Ltd.<br> and its subsidiaries 8,706.63
Contract liabilities Fujian Enhui Technology Co., Ltd. and<br> its subsidiaries 1,865,081.22 11,321,786.23
Contract liabilities Jiangsu Shenguo Technology Co., Ltd. 1,318,222.79
Contract liabilities Beijing Jingdong Century Trade Co., Ltd. 242,624.90 239,388.48
Contract liabilities 1233 International Supply Chain Management<br> Co., Ltd. and its subsidiaries 1,115,657.81
– 173 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Closing Book Opening Book
--- --- --- --- ---
Project<br> name Affiliated<br> parties balance balance
Contract liabilities Yunda Online (Shenzhen) Technology<br> Development Co., Ltd. and its subsidiaries 631,407.85
Contract liabilities Zhongbai Holdings Group Co., Ltd. and<br> its subsidiaries 158,362.93
Advance payment Fujian Lingyu Jinhua Brand Management<br> Co., Ltd. and its subsidiaries 53,481.73
Advance payment Beijing Yonghui Yuanxin Health Technology<br> Co., Ltd. and its subsidiaries 94,500.00
Lease liabilities Fujian Xuanhui Real Estate Development<br> Co., Ltd. 46,117,005.45
Lease liabilities Zhang Xuansong 29,770,869.55
Lease liabilities Fuzhou Xuanhui Property Development Co.,<br> Ltd. 24,023,367.54
Lease liabilities Yonghui (Pucheng) Real Estate Development<br> Co., Ltd. 23,834,992.60
Lease liabilities Sanming Xuanhui Property Development<br> Co., Ltd. 19,252,212.34

7.       Commitmentof affiliated parties


¨ Applicable Not applicable

8.       Others


Applicable ¨ Not applicable

Deposition of monetary funds of affiliatedparties


**** **** Carrying Carrying
**** **** amount at amount at
**** **** end of beginning of
Items Affiliated parties the period the period
Bank deposit Fujian OneBank Co., Ltd. 651,099,553.50 638,208,674.31

XIII.   Share-based Payment


1.        Overall condition of share-based payment

¨ Applicable Not applicable

2.        Condition of equity-settled share-basedpayment


Applicable ¨ Not applicable
– 174 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Unit: Yuan Currency: RMB
---
Measures<br> for confirmation of the fair value of the equity instruments on the grant date Grant<br> date closing price of the stock
--- ---
Basis<br> for determining the number of exercisable equity instruments Based<br> on the granted restricted quota, taking into consideration the changes in the number of eligible employees for exercising the rights<br> on each balance sheet date, as well as the performance evaluation indicators of each eligible year and the individual performance<br> evaluation of the incentive targets, the determination is made.
Reasons<br> for any significant difference between the estimate in current period and the one in last period None
Accumulative amount of share-based payment settled in equity as part of the capital reserve 697,468,779.90
--- ---
Total expenses recognized by equity-settled share-based payments in the current period 11,565,233.98

3.        Condition ofcash-settled share-based payment

¨ Applicable Not applicable

**4.**Conditionof modification and termination of share-based payment

Applicable ¨ Not applicable

On July 6, 2021, the Company held the 29th meeting of the fourth board of directors to approve the proposal on terminating the implementation of the 2017 and 2018 restricted stock phase-III incentive plan and repurchasing and canceling the shares. On July 22, 2021, the 2021 first extraordinary general meeting approved the proposal. The Company agreed to repurchase and cancel 48,034,200 shares of restricted stock that had been granted but not yet released to 326 incentive recipients.

**5.**Others

¨ Applicable Not applicable

XIV.   Commitments and Contingencies

1.         Majorcommitments

¨ Applicable Not applicable

2.        Contingencies

(1).      Important contingenciesexisted on the balance sheet date

¨ Applicable Not applicable

(2).     Thedescriptions shall be given to significant contingencies which do not require separate disclosure by the Company:

¨ Applicable Not applicable
– 175 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

3.        Others

¨ Applicable Not applicable

XV.    Events Occurringafter the Balance Sheet Date

1.        Importantnon-adjusting events


¨ Applicable Not applicable

2.       Profitdistributions

Applicable ¨ Not applicable
Unit: Yuan Currency: RMB
---
Profits or dividends proposed to be allocated 181,500,739.86
--- ---
Profits or dividends announced to be issued after review and approval

On April 28, 2022, the 5th Board of Directors of the Company held its second meeting and approved the profit distribution plan for 2021, distributing cash dividends of RMB181,500,739.86 (i.e., RMB0.02 per share).

**3.**Salesreturn

¨ Applicable Not applicable

4.        Descriptionof other events occurring after the balance sheet date

¨ Applicable Not applicable

XVI.   Other Important Matters

1.        Correctionof accounting error at earlier stage

(1).      Retrospective restatement

¨ Applicable Not applicable

(2).     Prospective application

¨ Applicable Not applicable

2.        Debt restructuring

¨ Applicable Not applicable

3.        Assets swap

(1).      Non-monetary assets exchange

¨ Applicable Not applicable

(2).     Other assets replacements

¨ Applicable Not applicable

4.        Pension plan

¨ Applicable Not applicable
– 176 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

5.        Operation termination

¨ Applicable Not applicable

6.        Segment information

(1).      Determination basis andaccounting policy of reporting division

¨ Applicable Not applicable

(2).     Financial information of reportsegments

¨ Applicable Not applicable
(3). The Company shall explain the reason if there is no report segment or it can not disclose the total assets and total balance in the report segments.
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Excluding the retail business, the Group does not operate any other business that has a significant impact on its operational results. The products sold by the Group have similar characteristics and bear similar risks and returns. Therefore, the Group's operating activities belong to a single business segment. As the Group operates its business only in one region, with the majority of its revenue and assets located within the territory of China, the Group is not required to disclose segment data.

(4). Other disclosures
¨ Applicable Not applicable
--- --- --- ---

7.        Other significanttransactions and matters having effect on investor's decision

¨ Applicable Not applicable

8.        Others

¨ Applicable Not applicable

XVII. Notes to Major Items of Parent Company's Financial Statements

1.        Accounts receivable

(1).     Disclosure by aging

Applicable ¨ Not applicable
Unit: Yuan Currency: RMB
---
Closing book
--- --- ---
Aging balance
Within 1 year
Of which: subentry within one year
Payment for goods 38,588,415.06
Sub-total within one year 38,588,415.06
1-2 years 272,848.49
2-3 years 108,645.63
Over 3 years 622,309.33
Total 39,592,218.51
– 177 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

(2).     Classifieddisclosure by bad-debt provision method

Applicable ¨ Not applicable
Unit: Yuan Currency: RMB
---
Closing<br> balance Opening<br> balance
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Book<br> balance Bad<br> debt provision Book<br> balance Bad<br> debt provision
Proportion Proportion
of bad-debt Carrying of bad-debt Carrying
Category Amount Ratio Amount provision value Amount Ratio Amount provision value
% (%) % (%)
Provision<br> made on a collective basis 39,592,218.51 100.00 2,683,304.53 6.78 36,908,913.98 65,022,588.23 100 4,107,450.75 6.32 60,915,137.48
Among which:
Portfolio<br> 1
Accounts<br> receivable from sales 37,884,060.51 95.69 2,249,862.80 5.94 35,634,197.71 59,749,322.49 91.89 3,607,795.96 6.04 56,141,526.53
Supplier<br> service fees and rentals 1,307,581.84 3.30 429,435.97 32.84 878,145.87 2,872,073.44 4.42 475,642.87 16.56 2,396,430.57
Portfolio<br> 2
Accounts<br> receivable from affiliated parties 400,576.16 1.01 4,005.76 1.00 396,570.40 2,401,192.30 3.69 24,011.92 1.00 2,377,180.38
Total 39,592,218.51 100.00 2,683,304.53 6.78 36,908,913.98 65,022,588.23 100.00 4,107,450.75 6.32 60,915,137.48
– 178 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Provision of bad debts due to specific consideration:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

Applicable ¨ Not applicable

Combined provision items: Combination 1

Unit: Yuan Currency: RMB
Closing balance
Proportion
Account Bad debt of bad-debt
Name receivable provision provision
(%)
Within 1 year 38,187,838.90 1,909,391.94 5
1-2 years 272,848.49 84,583.03 31
2-3 years 108,645.63 63,014.47 58
3-4 years 622,309.33 622,309.33 100
Total 39,191,642.35 2,679,298.77

Validation standards and specifications of combined bed-debt provision based:

¨ Applicable Not applicable

Combined provision items: Combination 2

Unit: Yuan Currency: RMB
Closing balance
Proportion
Account Bad debt of bad-debt
Name receivable provision provision
(%)
Accounts receivable from affiliated parties 400,576.16 4,005.76 1
Total 400,576.16 4,005.76 1

Validation standards and specifications of combined bed-debt provision based:

¨ Applicable Not applicable

If bad debt provision is provided based on the expected credit loss general model, please refer to the disclosure of other receivables:

¨ Applicable Not applicable
– 179 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(3). Situation of the provision of bad debts
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase and decrease of current period
**** **** **** Provision **** **** ****
**** Opening **** Recovered Charge-off Other Closing
Category balance Provision or Reversed or write-off changes balance
Bad-debt provision for accounts receivable 4,107,450.75 1,133,635.35 2,557,781.57 2,683,304.53
Total 4,107,450.75 1,133,635.35 2,557,781.57 2,683,304.53

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Not applicable
(4). Receivables actually verified and cancelled in the current period
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Write-off <br><br>amount
Accounts receivable actually written off 2,557,781.57

Significant write-off of accounts receivable during the year

¨ Applicable Not applicable
(5). Receivables of first five companies with the greatest amount of closing amount (categorizing by debtor)
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Total receivables of the first five companies with the greatest closing balance in the current year categorizing by debtor is RMB16,769,780.28, accounting for 42.36% of the total closing balance of receivables, and the total amount of the closing balance of the relevant bad debt provision is RMB838,489.01.

(6). Accounts receivable ceased to be recognized due to the transfer of financial assets
¨ Applicable Not applicable
--- --- --- ---
(7). Transferred receivables and capital and liabilities formed after continuous involvement
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
– 180 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
2. Other receivables
--- ---

Itemized list

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Dividends receivable 18,000,000.00
Other receivables 43,463,029,538.77 24,906,579,097.05
Total 43,481,029,538.77 24,906,579,097.05

Other notes:

¨ Applicable Not applicable

Interest receivable

(1). Classification of interest receivable
¨ Applicable Not applicable
--- --- --- ---
1. Significant dividend receivable of more than 1 year
--- ---
¨ Applicable Not applicable
--- --- --- ---
2. Provision of bad debts
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Significant overdue interest
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Provision of bad debts
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
(4). Dividends receivable
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing Opening
Project (or Invested Company) balance balance
Fujian Lianchuang Zhiye Construction Engineering Co., Ltd. 18,000,000.00
Total 18,000,000.00
– 181 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
1. Significant dividend receivable of more than 1 year
--- ---
¨ Applicable Not applicable
--- --- --- ---
2. Provision of bad debts
--- ---
¨ Applicable Not applicable
--- --- --- ---
(5). Significant dividend receivable of more than 1 year
--- ---
¨ Applicable Not applicable
--- --- --- ---
(6). Provision of bad debts
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable

Other receivables

(1). Disclosure by aging
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing book
Aging balance
Sub-total within one year 43,393,609,093.15
1-2 years 12,983,394.05
2-3 years 15,840,994.05
Over 3 years 43,797,598.05
Total 43,466,231,079.30
(2). Classification of other accounts payable according to the nature of payment
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing book Opening book
Nature of payment balance balance
Various types of deposits and guarantees receivable 64,738,198.89 100,295,924.28
Purchases and store petty cash payments 5,816,136.09 4,931,922.27
Receivables from affiliated parties 12,382,088.70 9,481,465.98
Other receivables 4,392,480.71 2,608,415.62
Intra-group receivables 43,378,902,174.91 24,791,618,984.38
Total 43,466,231,079.30 24,908,936,712.53
– 182 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(3). Provision of bad debts
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Phase I Phase II Phase III
Bad debt provision Expected credit <br> loss over the <br> next 12 months Expected credit <br> loss within the <br> whole duration<br> (no credit <br> impairment <br> occurred) Expected credit <br> loss within the<br> whole duration <br> (credit <br> impairment <br> incurred) Total
Balance as of January 1, 2021 1,158,156.03 1,199,459.45 2,357,615.48
Current balance as of January 1, 2021
– Transferred to Phase II -19,378.60 19,378.60
– Transferred to Phase III -804,846.01 804,846.01
– Reversed to Phase II
– Reversed to Phase I
Provision of the current period 129,281.99 983,700.67 1,112,982.66
Provision reversed in current period -259,124.57 -259,124.57
Charge-off of the current period
Write-off of the current period -9,933.04 -9,933.04
Other changes
Balances as at December 31, 2021 879,652.86 543,274.03 1,778,613.64 3,201,540.53

Explanation of significant changes in the book value of other receivables with provision changes in the current period:

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Year 2021
Phase I Phase II Phase III
Other receivables Expected credit loss over the next 12 months Expected credit loss within the whole duration(no credit impairment occurred) Expected credit loss within thewhole duration (credit impairment incurred) Total
Beginning balance 2021 24,906,328,296.91 2,608,415.62 24,908,936,712.53
Opening balance of this year
– Transferred to Phase II -387,572.01 387,572.01
– Transferred to Phase III -1,788,546.68 1,788,546.68
– Reversed to Phase II
– Reversed to Phase I
Increases in current year 18,562,486,791.21 18,562,486,791.21
Other increases during the year
Derecognition -5,182,491.40 -5,182,491.40
Provision written-off in this year -9,933.04 -9,933.04
Other decreases in current year
Ending balance 2021 43,463,245,024.71 1,207,440.95 1,778,613.64 43,466,231,079.30

Basis for provision for bad debt and assessment of significant increase in credit risk of financial instruments during the period:

¨ Applicable Not applicable
– 183 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(4). Situation of the provision of bad debts
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase and decrease of current period
Provision
Category Opening<br> <br>balance Provision Recovered <br><br>or Reversed Charge-off<br><br> or write-off Other balance Closing<br> <br>balance
Bad-debt provision for other receivables 2,357,615.48 1,112,982.66 259,124.57 9,933.04 3,201,540.53
Total 2,357,615.48 1,112,982.66 259,124.57 9,933.04 3,201,540.53

Significant reversal or recovery of bad-debt provision of current year is:

¨ Applicable Not applicable
(5). Other receivables actually verified and cancelled of current year
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Write-off<br> <br>amount
Other receivables actually written off 9,933.04

Where the other receivables written off is important:

¨ Applicable Not applicable

Descriptions for verification and write-off of other receivables:

¨ Applicable Not applicable
(6). Other receivables of top five companies with the greatest closing amount based on the debtor’s categorizing
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Unit name Nature of receivable Closing balance Aging Proportion in total closing balance of other receivables Closing balance of bad- debt provision
(%)
Fujian Minhou Yonghui Commercial Co., Ltd. Intra-group receivables. 9,818,290,585.16 Within 1 year 22.59
Fuping Yunshang Supply Chain Management Co., Ltd. Intra-group receivables. 3,838,222,935.02 Within 1 year 8.83
Fujian Yuntong Supply Chain Co., Ltd. Intra-group <br>receivables. 3,729,806,184.18 Within 1 year 8.58
Ningbo Yonghui Superstores Co., Ltd. Intra-group <br>receivables. 3,706,888,114.25 Within 1 year 8.53
Fujian Yonghui Modern Agriculture Development Co., Ltd. Intra-group <br>receivables. 3,448,332,884.10 Within 1 year 7.93
Total 24,541,540,702.71 / 56.46
– 184 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(7). Accounts receivable involving governmental subsidies
--- ---
¨ Applicable Not applicable
--- --- --- ---
(8). Other receivables with terminated confirmation due to financial assets transfer
--- ---
¨ Applicable Not applicable
--- --- --- ---
(9). Amount of assets and liabilities formed through transfer of other accounts receivable and continuous involvement
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
3. Long-term equity investment
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Book<br>balance Closing balance  Impairment<br><br> <br>provision Carrying<br>value Book<br>balance Opening balance Impairment provision Carrying<br>value
Investment in   <br><br>subsidiaries 8,142,103,936.20 8,142,103,936.20 7,160,103,936.20 7,160,103,936.20
Investment in cooperative enterprises and joint ventures 4,231,766,891.91 250,959,537.39 3,980,807,354.52 4,672,458,055.92 383,710,652.73 4,288,747,403.19
Total 12,373,870,828.11 250,959,537.39 12,122,911,290.72 11,832,561,992.12 383,710,652.73 11,448,851,339.39
(1). Investment in subsidiaries
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Investee Opening balance Increase in the<br><br> current period Decrease in the<br><br> current period Closing balance Depreciation <br><br>provision <br><br>accrued in <br><br>current period Closing balance<br><br> of provision for<br><br> impairment
Investee Fujian Yonghui Superstores Co., Ltd. 800,000,000.00 800,000,000.00
Chongqing Yonghui Superstores Co., Ltd. 714,400,000.00 714,400,000.00
Beijing Yonghui Superstores Co., Ltd. 600,000,000.00 600,000,000.00
Liaoning Yonghui Superstores Co., Ltd. 600,000,000.00 600,000,000.00
Sichuan Yonghui Store Co., Ltd. 300,000,000.00 700,000,000.00 1,000,000,000.00
Jilin Yonghui Superstores Co., Ltd. 300,000,000.00 300,000,000.00
Shanghai Yonghui Superstores Co., Ltd. 300,000,000.00 300,000,000.00
Anhui Yonghui Superstores Co., Ltd. 285,080,000.00 285,080,000.00
Fujian Yonghui Logistics Co., Ltd. 285,000,000.00 285,000,000.00
– 185 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Investee Opening balance Increase in thecurrent period Decrease in thecurrent period Closing balance Depreciationprovision accrued in current period Closing balanceof provision forimpairment
--- --- --- --- --- --- --- --- ---
Guangdong PARK&YH Superstores Co., Ltd. 370,000,000.00 370,000,000.00
Guizhou Yonghui Superstores Co., Ltd. 200,000,000.00 200,000,000.00
Hebei Yonghui Superstores Co., Ltd. 200,000,000.00 200,000,000.00
Jiangsu Yonghui Superstores Co., Ltd. 200,000,000.00 200,000,000.00
Zhejiang Yonghui Superstores Co., Ltd. 120,000,000.00 120,000,000.00
Chengdu Yonghui Business Development Co., Ltd. 104,000,000.00 104,000,000.00
Yonghui Logistics Co., Ltd. 90,000,000.00 90,000,000.00
Fuzhou Minhou Yonghui Superstores Co., Ltd. 89,521,504.19 89,521,504.19
Henan Yonghui Superstores Co., Ltd. 80,860,000.00 80,860,000.00
Shanghai Dongzhan International Trade Co., Ltd. 59,210,296.00 59,210,296.00
Hubei Yonghui Zhongbai <br><br>Superstores Co., Ltd. 55,000,000.00 55,000,000.00
Fujian Strait Food Development Co., Ltd. 53,000,000.00 53,000,000.00
Fujian Minhou Yonghui  Commercial Co., Ltd. 50,000,000.00 50,000,000.00
Anhui Yonghui Logistics Co., Ltd. 50,000,000.00 50,000,000.00
Shandong Yonghui Superstores Co., Ltd. 50,000,000.00 50,000,000.00
Xiamen Yonghui Minsheng <br><br>Superstores Co., Ltd. 41,670,000.00 41,670,000.00
Hunan Yonghui Superstores Co., Ltd. 40,000,000.00 40,000,000.00
Fujian Yonghui Commercial Co., Ltd. 37,398,045.18 37,398,045.18
Jiangsu Yonghui Business <br><br>Management Co., Ltd. 30,000,000.00 30,000,000.00
Fujian Yonghui Culture  Media Co., Ltd. 28,256,090.88 28,256,090.88
Fuping Yonghui Modern Agricultural Development Co., Ltd. 28,030,000.00 28,030,000.00
Yonghui Holdings  Co., Ltd. 25,277,999.95 25,277,999.95
Ningbo Yonghui Superstores Co., Ltd. 20,000,000.00 20,000,000.00
Guangxi Yonghui Superstores Co., Ltd. 60,000,000.00 60,000,000.00
Xiamen Yonghui Commercial Co., Ltd. 10,000,000.00 10,000,000.00
Fujian Yonghui Modern Agriculture Development Co., Ltd. 10,000,000.00 10,000,000.00
– 186 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Investee Opening balance Increase in the<br><br> current period Decrease in the<br><br> current period Closing balance Depreciation<br><br> provision accrued<br><br> in current period Closing balance<br><br> of provision for<br><br> impairment
--- --- --- --- --- --- --- --- --- --- ---
Jiangxi Yonghui Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Shaanxi Yonghui Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Shanxi Yonghui Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Heilongjiang Yonghui <br> Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Xiangxin Investment Fund <br> Management Co., Ltd. 10,000,000.00 1,500,000.00 11,500,000.00
Yunnan Yonghui Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Ningxia Yonghui Superstores Co., Ltd. 60,000,000.00 60,000,000.00
Chongqing Boyuan Xunke <br> Technology Co., Ltd. 10,000,000.00 10,000,000.00
Fujian Lianchuang Zhiye
Construction Engineering Co., Ltd. 9,000,000.00 9,000,000.00
Fujian Yongjin Trading Co., Ltd. 4,900,000.00 4,900,000.00
Fuping Yunshang Supply
Chain Management Co., Ltd. 70,500,000.00 129,500,000.00 200,000,000.00
Shanghai Baoshan Yonghui Superstores Co., Ltd. 19,000,000.00 19,000,000.00
Shanghai Yonghui Yangpu <br> Superstores Co., Ltd. 40,000,000.00 40,000,000.00
Guizhou Yonghui Logistics Co., Ltd. 50,000,000.00 50,000,000.00
Yonghui Yunjin Technology Co., Ltd. 500,000,000.00 500,000,000.00
Xizang Yonghui Superstores Co., Ltd. 20,000,000.00 20,000,000.00
Guansu Yonghui Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Qinghai Yonghui Superstores Co., Ltd. 20,000,000.00 20,000,000.00
Beijing Yonghui Technology Co., Ltd. 10,000,000.00 10,000,000.00
Fujian Yuntong Supply <br> Chain Co., Ltd. 100,000,000.00 100,000,000.00
Fujian Yongyuehui
Business Management Co., Ltd. 100,000,000.00 100,000,000.00
Total 7,160,103,936.20 1,041,000,000.00 59,000,000.00 8,142,103,936.20
– 187 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(2). Investment in cooperative enterprises and joint ventures
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase/decrease<br> in the current period
Investment unit Opening balance Increased investment Decreased investment Investment profit and loss recognized withthe equity method Other comprehensive income adjustments Other equity changes Distribution of cash dividends or profits Provision of impairment losses Others Closing balance Closing balance of provision for impairment
I. Cooperative enterprises Yonghui<br> Fresh Food Development Co., Ltd. 199,453,270.93 -150,395,271.51 107,664,946.83 156,722,946.25
Subtotal 199,453,270.93 -150,395,271.51 107,664,946.83 156,722,946.25
II. Joint ventures Zhongbai Holdings<br> Group <br> Co., Ltd. 282,652,377.76 -3,233,035.84 -4,357,170.01 1,702,554.50 52,997,936.18 220,361,681.23 91,039,252.74
Chengdu Hongqi Chain Co., Ltd. 1,892,680,864.41 101,079,401.14 45,124,800.00 1,948,635,465.55
Zhanjiang Guolian Aquatic <br><br> Products Co., Ltd 289,866,740.21 290,021,282.52 160,212.29 -5,669.98
Fujian OneBank Limited 600,076,754.62 1,422,868.63 1,652,642.73 603,152,265.98
Yonghui Yunchuang Technology<br> Co., Ltd. 338,279,834.79 338,279,834.79
Xiangcun Gaokao Agricultural<br> Co., Ltd. 285,000,000.00 1,190,547.42 286,190,547.42 159,920,284.65
Fujian Minwei Industrial Co., Ltd. 76,621,138.19 9,547,662.25 86,168,800.44
Fujian Xingyuan Agricultural<br> and Animal Husbandry Technology Co., Ltd. 80,600,681.70 -14,180,777.86 66,419,903.84
Shanghai Shangshu Yonghui Fresh<br> Food Co., Ltd.
Beijing Friendship Messenger<br> Trading Co., Ltd. 17,419,070.33 34,432,570.90 51,851,641.23
– 188 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Increase/decrease in the<br> current period
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Investment unit Opening balance Increased investment Decreased investment Investment profit and loss recognized with the equity method Other comprehensive income adjustments Other equity changes Distribution of cash dividends or profits Provision of impairment losses Others Closing balance Closing balance of provision for impairment
CJ FRESHWAY Yonghui (Shanghai) Trading<br> Co., Ltd.
Sichuan Yongchuang Yaohui Supply Chain<br> Management Co., Ltd. 14,656,107.88 5,653,503.50 20,309,611.38
Fuzhou Yijiu San San Bean Products Co.,<br> Ltd. 29,885.11 -29,885.11
Anhui Gubang Technology Co., Ltd.
Fanshiyun  (Beijing) Retail<br> Technology  Co., Ltd. 16,515,572.68 -2,658,172.27 13,857,400.41
1233 International  Supply<br> Chain Management Co., Ltd. 194,895,104.58 -6,037,848.58 188,857,256.00
Subtotal 4,089,294,132.26 290,021,282.52 127,347,046.47 1,646,972.75 -4,357,170.01 46,827,354.50 52,997,936.18 3,824,084,408.27 250,959,537.39
Total 4,288,747,403.19 290,021,282.52 -23,048,225.04 1,646,972.75 103,307,776.82 46,827,354.50 52,997,936.18 3,980,807,354.52 250,959,537.39
– 189 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Other notes:

Explanation of long-term investment impairment

Increased in the Decreased in the
Joint venture Opening balance current year current year Closing balance
Zhongbai Holdings Group Co., Ltd. 38,041,316.56 52,997,936.18 91,039,252.74
Zhanjiang Guolian Aquatic Products Co., Ltd 185,749,051.52 185,749,051.52
Xiangcun Gaokao Agricultural Co., Ltd. 159,920,284.65 159,920,284.65
Total 383,710,652.73 52,997,936.18 185,749,051.52 250,959,537.39
4. Operating revenues and operating costs
--- ---
(1). Operating revenue and costs
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency:RMB

Amount of current period Amount of last period
Items Revenue Cost Revenue Cost
Main business 7,358,310,070.68 6,808,157,965.86 7,204,158,703.69 6,478,014,409.10
Other business 583,321,768.28 34,047,723.99 671,168,834.22 21,197,722.00
Total 7,941,631,838.96 6,842,205,689.85 7,875,327,537.91 6,499,212,131.10
(2). Conditions of incomes generated by contract
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Description of performance obligations
--- ---
¨ Applicable Not applicable
--- --- --- ---
(4). Description of allocating to the residual fulfillment obligations
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 190 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
5. Investment income
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Amount of <br><br>current period Amount of <br><br>last period
Long-term equity investment income measured with cost method 929,000,000.00 2,040,891,773.47
Long-term equity investment income measured with equity method -23,048,225.04 -285,682,412.24
Investment income for disposing long-term equity investment production 42,413,884.07 35,334,292.04
Investment income of trading financial assets during the holding period 521,082.72 17,129,807.62
Investment income of holding trading<br> financial assets 342,553.95
Investment income from non-current financial assets during the holding period 67,910,214.00 71,305,724.70
Total 1,017,139,509.70 1,878,979,185.59
6. Others
--- ---

¨ Applicable Not applicable

XVIII. Supplementary Information

1. Detailed statement of current non-recurring profit and loss
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Amount Explanation
Gains and losses on disposal of non-current assets -39,548,757.39
Government grants included in current profits and losses (excluding the government grants closely related to the Company’s business operations and government grants based on standard quota or quantitative amounts according to unified national standards) 183,457,683.83
Gains or losses attributable to change in fair value for held-for-trading financial assets, derivative financial assets, held-for-trading financial liabilities, and derivative financial liabilities; and investment income from disposal of held-for-trading financial assets, derivative financial assets, held-for-trading financial liabilities, derivative financial liabilities  and  other  creditor  investments, excluding  the  effective  hedging  business related to the normal operation of the Company -246,107,504.64
Trustee fee income from entrusted operation 652,110.45
Other non-operating income and expenditures except the items above 11,050,197.21
Other profit and loss items conforming to the definition of non-recurring profit and loss 44,680,774.76
Less: income tax impact amount 66,506,946.98
Minority equity impact amounts -1,622,060.05
Total -110,700,382.71
– 191 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

The causes for non-recurring profits and losses defined by the Company in accordance with the definitions in Regulation on the Preparation of Information Disclosures of Companies Issuing Public Shares, No. 1: Explanatory Announcement – Non-Recurring Profit and Loss and the items of non-recurring profit and loss listed in Regulation on the Preparation of Information Disclosures of Companies Issuing Public Shares, No. 1: Explanatory Announcement – Non-Recurring Profit and Loss and defined as items of recurrent profit and loss shall be explained.

¨ Applicable Not applicable
2. Returns on equity and earnings per share
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Earnings per share
--- --- --- --- --- --- ---
Profits during the reporting period Weighted<br><br> average<br><br> return on <br><br>equity Basic EPS Diluted EPS
(%)
Net profits attributable to the Company’s ordinary shareholders -30.24 -0.43 -0.43
Net profits attributable to the Company’s ordinary shareholders after the deduction of the non- recurring profits and losses -29.39 -0.42 -0.42
3. Accounting data difference arising from foreign and domestic accounting standards
--- ---

¨ Applicable Not applicable

4. Others

¨ Applicable Not applicable

Chairman: Zhang Xuansong

Approved by the Board of Directors and submitted on April 28, 2022

Revision Information

¨ Applicable Not applicable
– 192 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
2. For the year ended December 31, 2022
--- ---

Section X Financial Reports

I. Audit Report
Applicable ¨ Not applicable
--- --- --- ---

Audit Report

AYHM (2023) SZi No. 60922355_B01

Yonghui Superstores Co., Ltd.

All Shareholders of Yonghui Superstores Co., Ltd.:

I. Audit Opinions

We have audited the financial statements of Yonghui Superstores Co., Ltd., which comprise of the consolidated and the company’s balance sheet as of December 31, 2022, the consolidated and the company’s income statement, statement of changes in equity, and cash flow statement for the year then ended, and the notes to the relevant financial statements.

We think that the accompanying financial statements of Yonghui Superstores Co., Ltd. have been prepared in accordance with the CASBE and fairly present the consolidated and the company’s financial position of Yonghui Superstores Co., Ltd. as of December 31, 2022, and the consolidated and the company’s financial performance and cash flows for the year then ended.

II. Basis for Formation of Audit Opinions

We have conducted our audit in accordance with the Auditing Standards for CPAs in China. In the “Responsibilities of CPAs for Auditing Financial Statements” of this report, our responsibilities under these standards are further elaborated. In accordance with China Certified Public Accountant Auditing Standards, we are independent of the Yonghui Superstores Co., Ltd. and have performed other duties about occupational ethics. We believe that the audit evidence we obtained is sufficient and appropriate, which provides a reasonable basis for our audit opinions.

III. Key Audit Matters

Key matters are the matters that we believe are the most significant to the audit of the financial statements for the current period based on our professional judgment. These matters were addressed in the context of the audit of the financial statements as a whole and the formation of our audit opinions, and we do not give separate opinions on these matters. We have described in how we addressed each of the following matters in the audit, as a background to this description.

We have fulfilled our responsibilities as described in the section “CPAs’ responsibilities for the audit of financial statements” of this report, including those responsibilities related to the key audit matters. Accordingly, our audit work includes performing audit procedures designed to respond to the assessed risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the following key audit matters, provide a basis for our audit opinion on the financial statements as a whole.

– 193 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Key audit matters:

Recognition of supplier income

Yonghui Superstores Co., Ltd. reported RMB5,962,692 thousand of other operating revenue for the year 2022, mainly obtained from suppliers. Yonghui Superstores Co., Ltd. recognizes income from suppliers based on the contractual or supplementary agreement amounts when providing the corresponding services and obtaining the right to collect payments. These arrangements vary in nature and scale, including storage service fees charged to suppliers, display- related service fees, and various service-related fees associated with assisting suppliers in conducting marketing activities.

Due to the significant contribution of supplier income to Yonghui Superstores Co., Ltd.’s profits and the increasing frequency and complexity of transactions with suppliers, there is inherent risk of inaccurate recognition of income or improper allocation to accounting periods. Therefore, we have determined the recognition of supplier income as a key audit matter.

Relevant information is disclosed in the audit report of Note III, 23 “Revenue from contracts with customers”, Note III, 31 “Significant accounting judgments and estimates”, and Note V, 44 “Operating revenue and costs” of the financial statements.

How the matter was addressedin our audit:

Our audit procedures include:

(1) Understanding the accounting policies and key internal controlling<br> measures adopted by the Management for supplier revenue recognition, and testing and evaluating the<br> effectiveness of the related internal control design and operation;
(2) Testing the general controls and key application controls of the information<br> system with the assistance of internal IT experts, including evaluating whether the IT system operates<br> as designed, and the integrity and authenticity of data transfer between IT systems;
--- ---
(3) Examining the terms and conditions stipulated in the various types<br> of standard contract agreements signed with suppliers to assess the appropriateness of the accounting<br> treatment for the recognition of supplier income;
--- ---
(4) Selecting samples to perform detailed testing of various types of supplier<br> income recognized by the Company, including verifying the supporting documents such as supplier contracts,<br> invoices, supplier statements, and financial vouchers for the recognition of supplier income;
--- ---
(5) Performing the external confirmation procedure, comparing the results<br> with the amounts recorded in the Company’s books, and performing alternative procedures for suppliers<br> giving no response.
--- ---
– 194 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Key audit matters:

Provision forimpairment loss on long-term equity investments

As of December 31, 2022, Yonghui Superstores Co., Ltd. had a carrying amount of RMB3,639,581 thousand for long-term equity investments, with an impairment provision of RMB533,759 thousand. This provision is made for long-term equity investments where the recoverable amount is lower than their carrying amount.

Due to the significance of long-term equity investments to the financial statements as a whole, and the management’s significant judgments and estimates involved in the provision for impairment loss on long-term equity investments. Therefore, we have identified the provision for impairment loss on long-term equity investments made by Yonghui Superstores Co., Ltd. as a key audit matter.

Relevant information is disclosed in the audit report of Note III, 9 “Long-term equity investments”, Note III, 17 “Impairment of assets”, Note III, 31 “Significant accounting judgments and estimates”, and Note V, 12 “Long-term equity investments” of the financial statements.

How the matter was addressedin our audit:

Our audit procedures include:

(1) Understanding and assessing the design and effectiveness of internal<br> controls related to the impairment testing of long-term equity investments;
(2) Conducting interviews with the Management of Yonghui Superstores Co., Ltd.<br> to understand their investment intentions, the implementation of strategic cooperation, and the expectations<br> of the cooperation, and viewing documents such as board resolutions related to the investment;
--- ---
(3) Discussing with management the basis for assessing indicators of impairment<br> of long- term equity investments, obtaining financial statements of the investee companies, analyzing<br> their financial information, and evaluating the reasonableness of management’s judgments regarding<br> indicators of impairment of long-term equity investments;
--- ---
(4) Evaluating the independence, professional competence, and objectivity<br> of external valuation experts hired by management, communicating with management, external valuation<br> experts and internal valuation experts to assess key valuation parameters, with the assistance of internal<br> valuation experts, evaluating the reasonableness of the methods, assumptions, and estimates used in<br> the discounting of projected future cash flows of the assets based on the requirements of the CASBE;
--- ---
(5) Evaluating the disclosure of impairment provisions for long-term equity<br> investments in the financial statements to determine compliance with the requirements of the CASBE.
--- ---
– 195 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Key audit matters:

Provision forimpairment loss on store asset groups

The store asset groups primarily include long-term assets, such as fixed assets, long-term prepaid expenses, and right-of-use assets. As of December 31, 2022, the carrying amount of these assets has totaled RMB23,113,731 thousand, with impairment provision totaled RMB873,101 thousand. This provision is made for store asset groups where the recoverable amount is lower than their carrying amount.

Due to the significance of store asset groups to the financial statements as a whole, and the management’s significant judgments and estimates involved in the provision for impairment loss on store asset groups, therefore, we have identified the provision for impairment loss on store asset groups made by Yonghui Superstores Co., Ltd. as a key audit matter.

Relevant information is disclosed in the audit report of Note III, 11 “Fixed assets”, Note III, 15 “Right-of-use assets”, Note III, 17 “Impairment of assets”, Note III, 18 (“Long-term prepaid expenses”), Note III, 31 (“Significant accounting judgments and estimates”, Note V, 15 “Fixed assets”, Note V, 18 “Right-of-use assets”, and Note V, 22 “Long-term prepaid expenses” of the financial statements.

How the matter was addressedin our audit:

Our audit procedures include:

(1) Understanding and assessing the design and effectiveness of internal<br> controls related to impairment testing of store assets;
(2) Discussing with management the basis for judging the indicators of<br> impairment of the store asset groups and evaluate whether management’s judgment on the indicators<br> of impairment of the store asset groups is reasonable;
--- ---
(3) Communicating with management and internal valuation experts to evaluate<br> key parameters of valuation; with assistance from internal valuation experts, assessing the appropriateness<br> of the methods, assumptions, and estimates used to discount the projected future cash flows of asset<br> groups based on the requirements of the CASBE;
--- ---
(4) Evaluating whether the disclosures related to impairment of store asset<br> groups in the financial statements comply with the requirements of the CASBE.
--- ---
IV. Other Information
--- ---

The Management of Yonghui Superstores Co., Ltd. is responsible for other information. Other information includes information covered in the annual report, but not financial statements and our audit reports.

Our audit opinions on the financial statements exclude other information and we do not publish any form of verification conclusions on other information.

In combination with our audit of financial statements, it is our responsibility to read other information, and in this process, consider whether other information to the financial statements or the situation we learned in the process of auditing is materially inconsistent or seems to have material misstatement.

Based on the work we have done, we should report the fact if we are certain that other information is materially misreported. In this respect, we have nothing to report.

V. Responsibilities of the Management and the Governance for Financial Statements

The Management is responsible for preparing financial statements in accordance with the CASBE and fairly presenting the financial statements, as well as designing, implementing, and maintaining a system of internal control necessary to make sure the financial statements are free from material misstatement, whether due to fraud or error.

– 196 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

During the preparation of the financial statements, the management is responsible for assessing the ability of Yonghui Superstores Co., Ltd. to continue as a going concern, disclosing any relevant matters related to going concern (if applicable), and applying the going concern assumption, unless it intends to liquidate, cease operations, or has no other realistic option.

The governance level is responsible for overseeing the financial reporting process of Yonghui Superstores Co., Ltd.

VI. Responsibilities of CPAs for Auditing Financial Statements

Our objective is to obtain reasonable assurance for that the financial statements are free of material misstatements due to fraud or errors and to issue an audit report containing audit opinions. Reasonable assurance is a high-level assurance, but it does not guarantee that audits conducted according to audit standards will always identify a material misstatement that exists. A misstatement may be caused by fraud or errors and it is usually considered “material” when it is reasonably expected that the misstatement would, either individually or aggregately, affect the user’s economic decisions based on the financial statements.

In the process of auditing according to the auditing standards, we have applied our professional judgment and maintained professional skepticism. Meanwhile, we have also carried out the following work:

(1) Identifying and assessing risks of material<br> misstatement of financial statements due to fraud or errors; designing and implementing audit<br> procedures to address these risks; obtaining adequate and appropriate audit evidence as a<br> basis for issuing audit opinions. As fraud may involve collusion, forgery, willful omission,<br> false statements, or overriding internal control, the risk of failing to identify material<br> misstatements due to fraud is higher than that due to errors.
(2) Understanding the internal control relevant<br> to the audit in order to design audit procedures that are appropriate.
--- ---
(3) Evaluating the appropriateness of accounting<br> policies adopted by the Management and the reasonableness of accounting estimates and related<br> disclosures.
--- ---
(4) Reaching a conclusion on the appropriateness<br> of the Management’s use of continuing operation assumption. Meanwhile, based on the<br> audit evidence obtained, a conclusion may be obtained on whether there may be major uncertainties<br> in matters or circumstances leading to major doubts about the continuing operation ability<br> of the Yonghui Superstores Co., Ltd. If we conclude a significant uncertainty, we shall,<br> as required by the auditing standards, draw the attention of users of the financial statements<br> to the relevant disclosures in the audit report; if the disclosure is insufficient, we shall<br> give a modified opinion. Our conclusions are based on information available as of the audit<br> report date. However, future matters or conditions may lead to an inability of Yonghui Superstores<br> Co., Ltd. to continue as a going concern.
--- ---
(5) Evaluating the overall presentation,<br> structure and content of the financial statements, and whether the financial statements represent<br> the underlying transactions and events in a manner that achieves fair presentation.
--- ---
(6) Obtaining sufficient and appropriate<br> audit evidence regarding the financial information of entities or business activities within<br> Yonghui Superstores Co., Ltd. in order to express an audit opinion on the financial<br> statements. We are responsible for guiding, supervising, and executing the Group’s<br> audit, and bearing all liabilities for our audit opinions.
--- ---

We communicated with the Governance on planned audit coverage, scheduling, and major audit findings, including the internal control defects deserving attention which were identified in the audit.

– 197 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

We also provided a statement to the Governance on compliance with ethical requirements related to independence and discussed with them all relationships and other matters that may reasonably be considered to affect our independence, as well as associated preventive actions (where applicable).

From the matters that we communicated with the Governance, we decided which were the most important to the audit of the current financial statements and therefore constituted key audit matters. We shall describe these matters in the audit report, unless the public disclosure of these matters is prohibited by laws and regulations, or in rare cases, if reasonably expected, the negative consequences of communicating a matter in an audit report outweigh the benefits in the public interest, we shall determine that the matter should not be communicated in the audit report.

AYHM (2023) SZi No. 60922355_B01

Yonghui Superstores Co., Ltd.

– 198 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

II. Financial Statements

Consolidated Balance Sheet


December 31, 2022

Prepared by: Yonghui Superstores Co., Ltd.

Unit: Yuan Currency: RMB

December 31, December 31,
Items Notes 2022 2021
Current assets:
Monetary funds 7,615,940,712.22 9,163,127,740.22
Loans and advances (short-term) 818,071,041.50 568,806,255.36
Trading financial assets 890,826,719.10 1,560,917,920.71
Notes receivable
Factoring receivable 639,126,680.56 1,411,455,365.03
Account receivable 530,610,931.13 477,000,229.84
Receivables financing
Advance payments 1,389,235,355.79 1,972,320,710.23
Other receivables 649,676,328.75 742,369,328.43
Including: interests receivable 770,879.94 201,536.05
Dividends receivable
Inventories 10,466,589,497.14 10,791,491,206.86
Assets held for sale
Non-current assets due within one year 43,534,741.35 41,563,339.26
Other current assets 1,493,846,008.90 1,985,431,196.03
Total current assets 24,537,458,016.44 28,714,483,291.97
Non-current assets:
Loans and advances 76,991,144.35 245,810,924.79
Debt investment
Other creditor investments
Long-term receivables 264,650,510.99 73,044,056.84
Long-term equity investment 3,639,581,470.56 4,773,553,407.12
Investment in other equity instruments
Other non-current financial assets 3,918,000,000.00 4,100,000,000.00
Investment properties 311,134,379.64 321,941,383.78
Fixed assets 4,114,413,404.13 4,646,074,375.37
Construction in progress 383,281,366.61 410,335,149.87
Productive biological assets 12,727,696.62 11,627,554.75
Right-of-use assets 19,417,724,491.81 21,967,161,359.54
Intangible assets 1,313,822,703.50 1,525,435,308.65
Development expenses 10,899,846.17
Goodwill 3,661,378.25 3,661,378.25
Long-term deferred expenses 2,900,454,980.29 3,482,489,035.42
Deferred tax asset 1,238,414,692.18 1,036,025,168.71
Other non-current assets
Total non-current assets 37,605,758,065.10 42,597,159,103.09
Total assets 62,143,216,081.54 71,311,642,395.06
– 199 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
December 31, December 31,
--- --- --- --- --- ---
Items Notes 2022 2021
Current liabilities:
Short-term loans 6,528,480,368.69 10,947,557,472.21
Trading financial liabilities
Notes payable 33,000,000.00
Accounts payable 12,155,435,663.28 12,518,578,825.59
Accounts collected in advance 196,630,132.94 199,815,968.65
Contract liabilities 4,826,600,547.79 4,303,074,375.86
Payroll payable 758,314,886.20 665,285,751.18
Taxes payable 229,606,730.28 202,850,017.46
Other payables 1,899,603,590.71 2,761,266,270.83
Including: interests payable
Dividends payable 12,000,000.00
Non-current liabilities due within one year 2,011,863,655.60 2,069,851,210.42
Other current liabilities 460,794,502.35 390,433,950.39
Total current liabilities 29,067,330,077.84 34,091,713,842.59
Non-current liabilities:
Long-term borrowings 2,070,085,001.67 1,021,069,722.22
Bonds payable
Including: preferred stock
Perpetual bonds
Lease liabilities 23,110,834,161.62 24,826,561,091.82
Long-term accounts payable
Long-term payroll payable
Estimated liabilities 7,383,565.56 3,628,259.35
Deferred income 104,500,259.85 118,370,289.79
Deferred tax liabilities 126,183,109.37 172,894,859.29
Other non-current liabilities
Total non-current liabilities 25,418,986,098.07 26,142,524,222.47
Total liabilities 54,486,316,175.91 60,234,238,065.06
Equity (or shareholders’ equity):
Paid-in capital (or capital stock) 9,075,036,993.00 9,075,036,993.00
Other equity instruments
Including: preferred stock
Perpetual bonds
Capital reserves 4,292,122,541.86 4,276,144,811.80
Less: Treasury shares 263,483,654.25
Other comprehensive income 440,260.72 1,494,334.19
Special reserves
Surplus reserves 1,113,275,260.54 1,103,806,707.15
General risk reserves
Undistributed profits -6,751,820,069.61 -3,797,684,715.49
Total Equity (or shareholders’ equity)<br> attributable to parent company 7,465,571,332.26 10,658,798,130.65
Minority interests 191,328,573.37 418,606,199.35
Total equity (or shareholders’ equity) 7,656,899,905.63 11,077,404,330.00
Total liabilities and owners’ (or shareholders’)<br> equity 62,143,216,081.54 71,311,642,395.06

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Huang Mingyue

Person in charge of accounting institution: Lin Wei

– 200 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Balance Sheet of the ParentCompany

December 31, 2022

Prepared by: Yonghui Superstores Co., Ltd.

Unit: Yuan Currency: RMB

December 31, December 31,
Items Notes 2022 2021
Current assets:
Monetary funds 3,783,211,358.85 3,842,006,361.29
Trading financial assets 253,755,385.82 543,039,966.58
Derivative financial assets
Notes receivable
Account receivable 72,737,987.04 36,908,913.98
Receivables financing
Advance payments 64,776,716.71 107,686,813.66
Other receivables 11,153,838,335.49 43,481,029,538.77
Including: interests receivable
Dividends receivable 18,000,000.00
Inventories 368,298,463.42 381,558,282.19
Contract assets
Assets held for sale
Non-current assets due within one year 6,357,530.82 7,503,976.35
Other current assets 69,830,506.40 123,273,153.05
Total current assets 15,772,806,284.55 48,523,007,005.87
Non-current assets:
Debt investment
Other creditor investments
Long-term receivables 1,531,345.04 7,345,349.21
Long-term equity investment 11,738,586,682.57 12,122,911,290.72
Investment in other equity instruments
Other non-current financial assets 3,918,000,000.00 4,100,000,000.00
Investment properties
Fixed assets 346,607,781.14 446,381,583.68
Construction in progress 3,998,093.26 13,427,506.63
Productive biological assets
Oil and gas assets
Right-of-use assets 567,549,059.54 617,260,980.28
Intangible assets 206,431,930.89 249,134,183.06
Development expenses
Goodwill
Long-term deferred expenses 72,494,628.86 69,977,631.10
Deferred tax asset 126,706,236.37 31,228,402.46
Other non-current assets
Total non-current assets 16,981,905,757.67 17,657,666,927.14
Total assets 32,754,712,042.22 66,180,673,933.01
Current liabilities:
Short-term loans 1,828,480,368.69 7,645,637,472.21
Trading financial liabilities
Derivative financial liabilities
Notes payable 3,500,000,000.00 1,833,000,000.00
Accounts payable 371,341,837.03 943,391,714.96
Accounts collected in advance 108,195,847.09 12,301,803.89
Contract liabilities 439,087,861.62 722,349,016.49
Payroll payable 60,595,465.25 36,188,048.25
Taxes payable 12,100,931.30 10,523,947.10
Other payables 6,757,386,210.90 36,043,303,593.22
– 201 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
December 31, December 31,
--- --- --- --- --- ---
Items Notes 2022 2021
Including: interests payable
Dividends payable
Liabilities held for sale
Non-current liabilities due within one year 261,631,905.17 109,141,831.96
Other current liabilities 40,849,231.73 65,707,109.62
Total current liabilities 13,379,669,658.78 47,421,544,537.70
Non-current liabilities:
Long-term borrowings 2,070,085,001.67 1,021,069,722.22
Bonds payable
Including: preferred stock
Perpetual bonds
Lease liabilities 559,114,586.21 654,634,402.00
Long-term accounts payable
Long-term payroll payable
Estimated liabilities
Deferred income 3,733,333.44 5,333,333.40
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities 2,632,932,921.32 1,681,037,457.62
Total liabilities 16,012,602,580.10 49,102,581,995.32
Equity (or shareholders’ equity):
Paid-in capital (or capital stock) 9,075,036,993.00 9,075,036,993.00
Other equity instruments
Including: preferred stock
Perpetual bonds
Capital reserves 4,150,421,623.94 4,135,238,517.71
Less: Treasury shares 263,483,654.25
Other comprehensive income 785,921.18 1,652,642.73
Special reserves
Surplus reserves 1,113,275,260.54 1,103,806,707.15
Undistributed profits 2,666,073,317.71 2,762,357,077.10
Total equity (or shareholders’ equity) 16,742,109,462.12 17,078,091,937.69
Total liabilities and owners’ (or shareholders’)<br> equity 32,754,712,042.22 66,180,673,933.01

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Huang Mingyue

Person in charge of accounting institution: Lin Wei

– 202 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Consolidated Income Statement

January – December 2022

Unit: Yuan Currency: RMB

Items Notes Year<br> 2022 Year<br> 2021
I. Total<br> operating income 90,090,819,396.14 91,061,894,312.13
Including: operating<br> income 90,090,819,396.14 91,061,894,312.13
II.Total operating cost 92,481,130,331.71 95,004,917,681.58
Including: operating<br> cost 72,360,590,128.08 74,027,212,258.30
Taxes and surcharges 204,290,684.25 212,940,218.11
Selling expenses 15,849,737,690.89 16,629,508,068.60
Administrative expenses 2,046,416,100.93 2,155,455,991.88
Research and development<br> expenses 481,898,435.04 428,107,468.21
Financial expenses 1,538,197,292.52 1,551,693,676.48
Including: interest expenses 1,556,082,561.75 1,677,039,950.99
Interest income 201,725,230.95 292,633,975.09
Plus: other income 211,947,320.51 183,457,683.83
Investment income
(loss is indicated by<br> “-”) -105,277,829.92 192,012,753.98
Including: share of profits<br> of joint ventures and cooperative enterprise -49,507,225.29 -49,185,860.49
Income from fair value<br> variation
(loss is indicated by<br> “-”) -594,680,167.44 -378,526,760.32
Credit impairment losses
(loss is indicated by<br> “-”) -119,960,638.17 -157,429,853.92
Assets impairment losses
(loss is indicated by<br> “-”) -635,207,660.63 -777,436,356.28
Gains from disposal of<br> assets
(loss is indicated by<br> “-”) 335,708,161.50 53,364,075.49
III. Operating profits
(loss is indicated by<br> “-”) -3,297,781,749.72 -4,827,581,826.67
Plus: non-operating income 332,093,309.52 343,946,144.11
Less: Non-operating expenses 252,787,354.20 238,437,045.90
IV. Total profit
(total loss is indicated<br> by “-”) -3,218,475,794.40 -4,722,072,728.46
Less: income tax expense -218,800,851.85 -227,494,019.44
V. Net profit (net loss<br> is indicated by “-”) -2,999,674,942.55 -4,494,578,709.02
(I) Classified<br> by business continuity
1. Net profit from continuous<br> operation (net loss is indicated by “-”) -2,999,674,942.55 -4,494,578,709.02
2. Net profit from<br> discontinued operations (net loss is indicated by “-”)
(II) Classified by ownership
1. Net profit attributable<br> to the owners of the Parent Company
(net loss is indicated<br> by “-”) -2,763,166,060.87 -3,943,871,849.80
2. Minority interest income
(net loss is indicated<br> by “-”) -236,508,881.68 -550,706,859.22
– 203 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Items Notes Year 2022 Year 2021
--- --- --- --- --- ---
VI. After-tax<br> Net Amount of Other Comprehensive Income -1,054,073.47 2,078,468.25
(I) Net amount of<br> other comprehensive income after tax attributable to the owners of the parent company -1,054,073.47 2,078,468.25
1. Other comprehensive<br> income not allowed to be re-classified into profit and loss
(1) Changes caused<br> by re-measurement and re-definition of benefit plan
(2) Other comprehensive<br> income that cannot be converted into profits or losses under the equity method
(3) Fair value changes<br> of other equity instrument investment
(4) Fair value changes<br> of enterprise own credit risk
2. Other comprehensive<br> income to be re-classified into profit and loss -1,054,073.47 2,078,468.25
(1) Other comprehensive<br> income that can be converted into losses and profits under the equity method -866,721.55 2,448,830.39
(2) Fair value changes<br> of other creditor investments
(3) Amount of financial<br> assets re-classified and included in other comprehensive income
(4) Provision for<br> credit depreciation of other creditor investments
(5) Cash flow hedging<br> reserves
(6) Balance arising<br> from the translation of foreign currency financial statements -187,351.92 -370,362.14
(7) Others
(II) Net amount after<br> tax of other comprehensive income attributable to minority shareholders
VII. Total comprehensive<br> income -3,000,729,016.02 -4,492,500,240.77
(I) Total comprehensive<br> income attributable to the owners of the Parent Company -2,764,220,134.34 -3,941,793,381.55
(II) Total<br> comprehensive income attributable to minority shareholders -236,508,881.68 -550,706,859.22
VIII. Earnings per share:
(I) Basic EPS (RMB/share) -0.30 -0.43
(II) Diluted<br> EPS (RMB/share) -0.30 -0.43

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Huang Mingyue

Person in charge of accounting institution: Lin Wei

– 204 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Income Statement of theParent Company

January – December 2022

Unit:Yuan Currency: RMB

Items Notes Year 2022 Year 2021
I. Operation Revenue 8,210,925,003.98 7,941,631,838.96
Less: operating cost 6,980,139,553.15 6,842,205,689.85
Taxes and surcharges 17,334,970.29 16,978,178.50
Selling expenses 747,841,716.78 828,235,306.14
Administrative expenses 330,019,925.77 351,831,395.07
Research and development expenses 66,849,711.16 52,851,538.02
Financial expenses 156,371,051.26 144,191,955.91
Including: interest expenses 264,418,567.28 391,875,730.93
Interest income 129,443,760.54 266,765,444.08
Plus: other income 2,929,253.13 5,957,911.59
Investment income
(loss is indicated by<br> “-”) 328,499,691.96 1,017,139,509.70
Including: share of profits<br> of joint ventures and cooperative enterprise 4,843,630.72 -23,048,225.04
Income from fair value<br> variation
(loss is indicated by<br> “-”) -50,678,149.10 131,041,846.16
Credit impairment losses
(loss is indicated by<br> “-”) -16,735,268.70 -1,987,493.44
Assets impairment losses
(loss is indicated by<br> “-”) -203,165,895.73 -53,532,530.48
Gains from disposal of<br> assets
(loss is indicated by<br> “-”) 14,600,352.14 1,379,773.07
II. Operating profit
(loss is indicated by “-”) -12,181,940.73 805,336,792.07
Plus: non-operating income 15,205,506.64 22,866,752.75
Less: Non-operating expenses 3,815,865.97 13,230,952.86
III. Total profit
(total loss is indicated by “-”) -792,300.06 814,972,591.96
Less: income tax expense -95,477,833.92 -13,448,925.09
IV. Net profit (net loss is indicated<br> by “-”) 94,685,533.86 828,421,517.05
(I) Net profit from continuous operation<br> (net loss is indicated by “-”) 94,685,533.86 828,421,517.05
(II) Net profit from discontinued operation<br> (net loss is indicated by “-”)
V. After-tax net amount<br> of other comprehensive income -866,721.55 2,448,830.39
(I) Other comprehensive<br> income that will not be reclassified to profit or loss
1. Changes caused by re-measurement of<br> defined benefit plan
2. Other comprehensive income using the<br> equity method that will not be reclassified to profit or loss
3. Changes in fair value of other equity<br> instrument investments
4. Changes in fair value of enterprise’s<br> own credit risk
(II) Other comprehensive income to<br> be reclassified to profit or loss -866,721.55 2,448,830.39
1. Other comprehensive income that can<br> be reclassified to profit or loss in equity method -866,721.55 2,448,830.39
– 205 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Items Notes Year 2022 Year 2021
--- --- --- --- --- ---
2.<br> Changes in fair value of other creditor investments
3. Amount of<br> financial assets re-  classified and included in other comprehensive income
4. Provision<br> for credit impairment of  other creditor investments
5. Cash flow<br> hedging reserve
6. Balance arising<br> from the translation  of foreign currency financial statements
7. Others
VI.<br> Total comprehensive income 93,818,812.31 830,870,347.44
VII. Earnings<br> per share (EPS):
(I) Basic<br> EPS (RMB/share)
(II) Diluted<br> EPS (RMB/share)

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Huang Mingyue

Person in charge of accounting institution: Lin Wei

– 206 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Consolidated Cash Flow Statement

January – December 2022

Unit:Yuan Currency: RMB

Items Notes Year 2022 Year 2021
I. Cash flow from operating<br> activities:
Cash<br> received from selling goods and rendering services 98,815,495,414.75 100,284,205,560.45
Tax<br> refunds received 264,494,708.10
Other<br> cash received relating to operating activities 1,386,207,956.81 3,020,586,574.65
Subtotal<br> of cash inflows from operating activities 100,466,198,079.66 103,304,792,135.10
Cash<br> paid for purchasing goods and receiving services 78,820,511,875.02 80,837,588,736.76
Cash paid to and on behalf of employees 8,529,341,409.46 8,702,715,416.83
Cash paid for taxes 928,646,566.02 1,037,017,460.13
Other cash paid relating to operating<br> activities 6,323,617,891.94 6,900,549,592.13
Subtotal of cash outflows from operating<br> activities 94,602,117,742.44 97,477,871,205.85
Net cash flow from operating activities 5,864,080,337.22 5,826,920,929.25
II. Cash flow from investment activities:
Cash received from disposal of investments 1,218,210,833.38 681,186,560.54
Cash received from investment income 29,998,400.00 57,672,406.30
Net cash received from the disposal of<br> fixed assets, intangible assets and other long-term assets 9,776,709.58 6,648,320.55
Net cash received from the disposal of<br> subsidiaries and other business entities 221,073.29
Other cash received relating to investment<br> activities 2,308,062,035.71 2,475,657,999.00
Subtotal of cash inflows from investment<br> activities 3,566,269,051.96 3,221,165,286.39
Cash paid for the purchase and construction<br> of fixed assets, intangible assets and other long-term assets 1,203,678,434.13 2,010,217,133.88
Cash paid for investment 159,799,999.46
Net cash paid for the acquisition of subsidiaries<br> and other business entities
Other cash paid relating to investment<br> activities 2,450,000,000.00 1,966,236,083.15
Subtotal of cash outflows from investment<br> activities 3,653,678,434.13 4,136,253,216.49
Net cash flow from investment activities -87,409,382.17 -915,087,930.10
III. Cash flow from financing activities:
Cash received from investors 50,450,000.00
Including: cash received by subsidiaries<br> from absorbing minority shareholder’s investment 50,450,000.00
Cash received from borrowings 10,920,000,000.00 15,520,000,000.00
Other cash received relating to financing<br> activities 54,280,019.15 39,947,401.43
Subtotal of cash inflows from financing<br> activities 10,974,280,019.15 15,610,397,401.43
Cash paid for debt repayment 14,161,100,000.00 17,430,840,273.76
– 207 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Items Notes Year 2022 Year 2021
--- --- --- --- --- ---
Cash paid for distribution<br> of dividends and profits, or cash payment for interests 482,219,907.57 555,415,007.07
Including: dividend and profit paid<br> by subsidiaries to minority shareholders 12,000,000.00
Other cash paid relating to financing<br> activities 3,312,974,983.35 4,480,050,083.91
Subtotal of cash outflows from financing<br> activities 17,956,294,890.92 22,466,305,364.74
Net cash flow from financing activities -6,982,014,871.77 -6,855,907,963.31
IV. Effect of exchange rate changes on cash and cash equivalents 4,690,719.29 -242,700.09
V. Net increase in cash and cash equivalents -1,200,653,197.43 -1,944,317,664.25
Plus: opening balance of cash and cash equivalents 8,643,661,498.06 10,587,979,162.31
VI. Closing balance of cash and cash equivalents 7,443,008,300.63 8,643,661,498.06

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Huang Mingyue

Person in charge of accounting institution: Lin Wei

– 208 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Cash Flow Statement ofthe Parent Company

January – December 2022

Unit: Yuan Currency:RMB

Items Notes Year<br> 2022 Year<br> 2021
I. Cash flow<br> from operating activities:
Cash received from selling<br> goods and rendering services 8,565,804,570.16 9,112,576,497.00
Tax refunds received
Other cash received relating<br> to operating activities 184,492,850.93 325,497,331.89
Subtotal of cash inflows<br> from operating activities 8,750,297,421.09 9,438,073,828.89
Cash paid for purchasing<br> goods and receiving services 6,197,364,913.69 6,571,173,336.26
Cash paid to and on behalf<br> of employees 502,720,974.99 519,263,297.75
Cash paid for taxes 26,833,236.99 17,866,877.16
Other cash paid relating<br> to operating activities 404,435,523.44 423,944,760.19
Subtotal of cash outflows<br> from operating activities 7,131,354,649.11 7,532,248,271.36
Net cash flow from operating<br> activities 1,618,942,771.98 1,905,825,557.53
II. Cash flow from investment<br> activities:
Cash received from disposal<br> of investments 226,982,308.50 392,237,024.23
Cash received from investment<br> income 398,798,400.00 1,025,737,568.50
Net cash received from<br> the disposal of fixed assets, intangible assets and other long-term assets 317,597.90 431,393.19
Net cash received from<br> the disposal of subsidiaries and other business entities
Other cash received relating<br> to investment activities 3,722,784,778.98 685,906,973.39
Subtotal of cash inflows<br> from investment activities 4,348,883,085.38 2,104,312,959.31
Cash paid for the purchase<br> and construction of fixed assets, intangible assets and other long-term assets 114,047,582.10 194,711,725.94
Cash paid for investment 52,980,000.00 1,041,000,000.00
Net cash paid for the<br> acquisition of subsidiaries and other business entities
Other cash paid relating<br> to investment activities 696,580,376.07
Subtotal of cash outflows<br> from investment activities 167,027,582.10 1,932,292,102.01
Net cash flow from investment<br> activities 4,181,855,503.28 172,020,857.30
III. Cash flow from financing<br> activities:
Cash received from investors
Cash received from borrowings 6,220,000,000.00 10,020,000,000.00
Other cash received relating<br> to financing activities 6,908,362.50 6,866,258.70
Subtotal of cash inflows<br> from financing activities 6,226,908,362.50 10,026,866,258.70
Cash paid for debt repayment 10,861,100,000.00 12,150,000,000.00
Cash paid for distribution<br> of dividends and profits, or cash payment for interests 440,113,532.33 521,141,531.76
– 209 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Items Notes Year<br> 2022 Year<br> 2021
--- --- --- --- --- ---
Other cash paid relating to financing<br> activities 419,071,524.12 1,546,620,002.23
Subtotal of cash outflows from financing activities 11,720,285,056.45 14,217,761,533.99
Net cash flow from financing activities -5,493,376,693.95 -4,190,895,275.29
IV. Effect of exchange rate changes on cash and cash equivalents
V. Net increase in cash and cash equivalents 307,421,581.31 -2,113,048,860.46
Plus: opening balance of cash and cash equivalents 3,418,737,810.88 5,531,786,671.34
VI. Closing balance of cash and cash equivalents 3,726,159,392.19 3,418,737,810.88

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Huang Mingyue

Person in charge of accounting institution: Lin Wei

– 210 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Consolidated Statement of Changesin Equity

January – December 2022

Unit: Yuan Currency: RMB

Year 2022
Paid-in Equity attributable to parent company
capital Other equity instruments Less: Other General
(or capital Preferred Perpetual Capital Treasury comprehensive Special Surplus risk Undistributed Minority Total
Items stock) stock bonds Others reserves shares income reserves reserves reserves profits Others Subtotal interests equity
I.<br> Closing balance of last year 9,075,036,993.00 4,276,144,811.80 1,494,334.19 1,103,806,707.15 -3,797,684,715.49 10,658,798,130.65 418,606,199.35 11,077,404,330.00
Plus:<br> Changes in accounting policies
Correction<br> of previous errors
Business<br> combination under same control
Others
II.<br> Opening balance of current year 9,075,036,993.00 4,276,144,811.80 1,494,334.19 1,103,806,707.15 -3,797,684,715.49 10,658,798,130.65 418,606,199.35 11,077,404,330.00
III.<br> Increase and decrease of current period (decrease is indicated by "-") 15,977,730.06 263,483,654.25 -1,054,073.47 9,468,553.39 -2,954,135,354.12 -3,193,226,798.39 -227,277,625.98 -3,420,504,424.37
(I) Total<br> Comprehensive Income -1,054,073.47 -2,763,166,060.87 -2,764,220,134.34 -236,508,881.68 -3,000,729,016.02
(II) Capital<br> paid in and reduced by owners 15,977,730.06 263,483,654.25 -247,505,924.19 9,231,255.70 -238,274,668.49
1.<br> Ordinary share paid in by owners
2.<br> Capital paid in by holders of other equity instruments
3.<br> Amounts of share-based payments recognized in equity
4.<br> Others 15,977,730.06 263,483,654.25 -247,505,924.19 9,231,255.70 -238,274,668.49
(III) Profit<br> distribution 9,468,553.39 -190,969,293.25 -181,500,739.86 -181,500,739.86
1.<br> Appropriation to surplus reserve 9,468,553.39 -9,468,553.39
2.<br> Appropriation to general risk reserves
3.<br> Distribution to owners (or shareholders) -181,500,739.86 -181,500,739.86 -181,500,739.86
4.<br> Others
(IV) Internal<br> carryforward of equity
1.<br> Capitalized capital reserves (or capital stock)
2.<br> Capitalized surplus reserves (or capital stock)
3.<br> Surplus reserve to make up for losses
4.<br> Changes in defined benefit plans carried forward into retained income
5.<br> Other comprehensive income carried forward into the retained income
6.<br> Others
(V) Special<br> reserve
1.<br> Addition in current period
2.<br> Amount used for the period
(VI) Others
IV.<br> Closing balance of current period 9,075,036,993.00 4,292,122,541.86 263,483,654.25 440,260.72 1,113,275,260.54 -6,751,820,069.61 7,465,571,332.26 191,328,573.37 7,656,899,905.63
– 211 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Year 2021
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Paid-in Equity attributable to parent company
capital Other equity instruments Less: Other General
(or capital Preferred Perpetual Capital Treasury comprehensive Special Surplus risk Undistributed Minority Total
Items stock) stock bonds Others reserves shares income reserves reserves reserves profits Others Subtotal interests equity
I.<br> Closing balance of last year 9,516,285,608.00 6,926,920,343.78 2,009,067,652.38 -584,134.06 1,030,866,477.21 3,886,681,562.18 19,351,102,204.73 1,042,097,792.60 20,393,199,997.33
Plus:<br> Changes in accounting policies -9,901,921.77 -3,484,049,730.53 -3,493,951,652.30 -111,234,734.03 -3,605,186,386.33
Correction<br> of previous errors
Business<br> combination under same control
Others
II.<br> Opening balance of current year 9,516,285,608.00 6,926,920,343.78 2,009,067,652.38 -584,134.06 1,020,964,555.44 402,631,831.65 15,857,150,552.43 930,863,058.57 16,788,013,611.00
III.<br> Increase and decrease of current period (decrease is indicated by "-") -441,248,615.00 -2,650,775,531.98 -2,009,067,652.38 2,078,468.25 82,842,151.71 -4,200,316,547.14 -5,198,352,421.78 -512,256,859.22 -5,710,609,281.00
(I) Total<br> Comprehensive Income 2,078,468.25 -3,943,871,849.80 -3,941,793,381.55 -550,706,859.22 -4,492,500,240.77
(II) Capital<br> paid in and reduced by owners -441,248,615.00 -2,650,775,531.98 -2,009,067,652.38 -1,082,956,494.60 50,450,000.00 -1,032,506,494.60
1.<br> Ordinary shares paid in by owners 50,450,000.00 50,450,000.00
2.<br> Capital paid in by holders of other equity instruments
3.<br> Amounts of share-based payments recognized in equity -4,483,811.25 -4,483,811.25 -4,483,811.25
4.<br> Others -441,248,615.00 -2,646,291,720.73 -2,009,067,652.38 -1,078,472,683.35 -1,078,472,683.35
(III) Profit<br> distribution 82,842,151.71 -256,444,697.34 -173,602,545.63 -12,000,000.00 -185,602,545.63
1.<br> Appropriation to surplus reserve 82,842,151.71 -82,842,151.71
2.<br> Appropriation to general risk reserves
3.<br> Distribution to owners (or shareholders) -173,602,545.63 -173,602,545.63 -12,000,000.00 -185,602,545.63
4.<br> Others
(IV) Internal<br> carryforward of equity
1.<br> Capitalized capital reserves (or capital stock)
2.<br> Capitalized surplus reserves (or capital stock)
3.<br> Surplus reserve to make up for losses
4.<br> Changes in defined benefit plans carried forward into retained income
5.<br> Other comprehensive income carried forward into the retained income
6.<br> Others
(V) Special<br> reserve
1.<br> Addition in current period
2.<br> Amount used for the period
(VI) Others
IV.<br> Closing balance of current period 9,075,036,993.00 4,276,144,811.80 1,494,334.19 1,103,806,707.15 -3,797,684,715.49 10,658,798,130.65 418,606,199.35 11,077,404,330.00

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Huang Mingyue

Person in charge of accounting institution: Lin Wei

– 212 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Consolidated Statement of Changesin Equity

January – December 2022

Unit: Yuan Currency: RMB

Year 2022
Paid-in capital Other equity instruments Other
(or capital Preferred Perpetual Capital Less: Treasury comprehensive Special Surplus Undistributed Total
Items stock) stock bonds Others reserves shares income reserves reserves profits equity
I.<br> Closing balance of last year 9,075,036,993.00 4,135,238,517.71 1,652,642.73 1,103,806,707.15 2,762,357,077.10 17,078,091,937.69
Plus:<br> Changes in accounting policies
Correction<br> of previous errors
Others
II.<br> Opening balance of current year 9,075,036,993.00 4,135,238,517.71 1,652,642.73 1,103,806,707.15 2,762,357,077.10 17,078,091,937.69
III.<br> Increase and decrease of current period (decrease is indicated by "-") 15,183,106.23 263,483,654.25 -866,721.55 9,468,553.39 -96,283,759.39 -335,982,475.57
(I)<br> Total Comprehensive Income -866,721.55 94,685,533.86 93,818,812.31
(II)<br> Capital paid in and reduced by owners 15,183,106.23 263,483,654.25 -248,300,548.02
1.<br> Ordinary shares paid in by owners
2.<br> Capital paid in by holders of other equity instruments
3.<br> Amounts of share-based payments recognized in equity
4.<br> Others 15,183,106.23 263,483,654.25 -248,300,548.02
(III) Profit<br> distribution 9,468,553.39 -190,969,293.25 -181,500,739.86
1.<br> Appropriation to surplus reserve 9,468,553.39 -9,468,553.39
2.<br> Distribution to owners (or shareholders) -181,500,739.86 -181,500,739.86
3.<br> Others
(IV) Internal<br> carryforward of equity
1.<br> Capitalized capital reserves (or capital stock)
2.<br> Capitalized surplus reserves (or capital stock)
3.<br> Surplus reserve to make up for losses
4.<br> Changes in defined benefit plans carried forward into retained income
5.<br> Other comprehensive income carried forward into the retained income
6.<br> Others
(V) Special<br> reserve
1.<br> Addition in current period
2.<br> Amount used for the period
(VI) Others
IV.<br> Closing balance of current period 9,075,036,993.00 4,150,421,623.94 263,483,654.25 785,921.18 1,113,275,260.54 2,666,073,317.71 16,742,109,462.12
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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Year 2021
--- --- --- --- --- --- --- --- --- --- --- ---
Paid-in capital Other equity instruments Other
(or capital Preferred Perpetual Capital Less: Treasury comprehensive Special Surplus Undistributed Total
Items stock) stock bonds Others reserves shares income reserves reserves profits equity
I. Closing<br> balance of last year 9,516,285,608.00 6,764,350,200.40 2,009,067,652.38 -796,187.66 1,030,866,477.21 2,279,497,553.33 17,581,135,998.90
Plus: Changes<br> in accounting policies -9,901,921.77 -89,117,295.94 -99,019,217.71
Correction<br> of previous errors
Others
II. Opening<br> balance of current year 9,516,285,608.00 6,764,350,200.40 2,009,067,652.38 -796,187.66 1,020,964,555.44 2,190,380,257.39 17,482,116,781.19
III. Increase<br> and decrease of current period (decrease is indicated by “-”) -441,248,615.00 -2,629,111,682.69 -2,009,067,652.38 2,448,830.39 82,842,151.71 571,976,819.71 -404,024,843.50
(I) Total<br> Comprehensive Income 2,448,830.39 828,421,517.05 830,870,347.44
(II) Capital<br> paid in and reduced by owners -441,248,615.00 -2,629,111,682.69 -2,009,067,652.38 -1,061,292,645.31
1. Ordinary<br> shares paid in by owners
2. Capital<br> paid in by holders of other equity instruments
3. Amounts<br> of share-based payments recognized in equity -4,483,811.25 -4,483,811.25
4. Others -441,248,615.00 -2,624,627,871.44 -2,009,067,652.38 -1,056,808,834.06
(III) Profit<br> distribution 82,842,151.71 -256,444,697.34 -173,602,545.63
1. Appropriation<br> to surplus reserve 82,842,151.71 -82,842,151.71
2. Distribution<br> to owners (or shareholders) -173,602,545.63 -173,602,545.63
3. Others
(IV) Internal<br> carryforward of equity
1. Capitalized<br> capital reserves (or capital stock)
2. Capitalized<br> surplus reserves (or capital stock)
3. Surplus<br> reserve to make up for losses
4. Changes<br> in defined benefit plans carried forward into retained income
5. Other comprehensive<br> income carried forward into the retained income
6. Others
(V) Special<br> reserve
1. Addition<br> in current period
2. Amount<br> used for the period
(VI) Others
IV. Closing<br> balance of current period 9,075,036,993.00 4,135,238,517.71 1,652,642.73 1,103,806,707.15 2,762,357,077.10 17,078,091,937.69

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Huang Mingyue

Person in charge of accounting institution: Lin Wei

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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

III.    Company Profile

**1.**CompanyOverview

Applicable ¨ Not applicable

Yonghui Superstores Co., Ltd. (“the Company”), established on August 13, 2009, is a limited liability company registered in Fujian Province, People’s Republic of China, with a long-term operating period. The Company’s issued common shares, denominated in RMB, are listed on the Shanghai Stock Exchange. The Company is headquartered at No. 436 West 2nd Ring Middle Road, Fuzhou City, Fujian Province.

The main business activities of the Company and its subsidiaries (the “Group”) include the sale of fresh products, food supplies, clothing, and related promotional services, logistics distribution, real estate property acquisition, construction and leasing, etc.

The financial statements were reported upon the approval by the resolution of the Board of Directors on April 27, 2023. According to Articles of Association of the Company, the financial statements would be submitted to the shareholders’ meeting for review.

The consolidation scope of the consolidated financial statements is determined based on control. For changes in the current year, please refer to Section VIII, Change of Consolidation Scope and Section IX, Equity in Other Entities.

**2.**Scopeof Consolidated Financial Statements

Applicable ¨ Not applicable

As of December 31, 2022, the Company had owned 129 subsidiary companies, with an decrease of 2 compared to the previous year in the number of entities included in the consolidation scope. The consolidation scope increased by 2 newly established companies and decreased by 3 due to cancellation and 1 due to transfer.

IV.   Preparation Basis for FinancialStatements

**1.**Basisof preparation

The financial statements were prepared in accordance with the CASBE: Basic Standards promulgated by the Ministry of Finance and the specific accounting standards, application guidelines, explanations and other regulations (collectively referred to as “Accounting Standards for Business Enterprises”) issued and revised thereafter.

**2.**Goingconcern

Applicable ¨ Not applicable

The financial statements were listed on a going concern basis.

Except for certain financial instruments, the financial statements were prepared in accordance with the historical cost as the basis for measurement. If the asset decreases in value, the provision for impairment of assets should be made according to relevant regulations.

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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

V.    Significant AccountingPolicy and Estimate

Specific accounting policies and accounting estimates presentation:

Applicable ¨ Not applicable

The Group has formulated specific accounting policies and estimates based on its actual production and operational characteristics, mainly reflected in the provision for bad debts of receivables, inventory valuation methods, depreciation of fixed assets, amortization of intangible assets, capitalization criteria for research and development expenses, amortization of long-term prepaid expenses, recognition of deferred tax assets, provision for impairment of long-term assets, and revenue recognition and measurement.

**1.**Statementon Compliance with CASBE

The financial statements comply with the requirements of the CASBE, providing a true and complete reflection of the financial position of the Company and the Group as of December 31, 2022, as well as their operating performance and cash flows for the year 2022.

**2.**Accountingperiod

The fiscal year of the Group adopts the Gregorian calendar year, that is, every year from January 1 to December 31.

**3.**Operatingcycle

Applicable ¨ Not applicable

Business cycle of the Group is 12 months.

**4.**Recordingcurrency

The recording currency adopted by the Company and its domestic subsidiaries and currency used for preparing the financial statements are RMB. The overseas subsidiary companies of the Company determine their functional currency based on the primary economic environment in which they operate and convert it to RMB when preparing financial statements. Unless otherwise specified, the monetary unit in the financial statements is RMB.

**5.**Accountingmethod for business combination under and not under the same control

Applicable ¨ Not applicable

Business combination is divided into business combination under and not under same control.

Business combination under same control

For the business combination under same control, the assets and liabilities that the combing party obtains from the combined party, except from the adjustments made due to difference of accounting policies, shall be measured on the basis of the book value of the combined party in the consolidated financial statement of the final controller on the combination date. The difference between the book value of consideration paid and the book value of net assets acquired in a business combination is adjusted to capital reserves. If the capital reserves are insufficient, it is adjusted against retained earnings.

Business combination under same control that is realized by several transactions

In some financial statements, the book value shares of the net assets of the combined party in the consolidated financial statement of the final controller calculated based on the shareholding ratio on the combination date shall be deemed as the initial investment costs of the investment. For the balance between the initial investment costs, the book value of the investment held before the combination plus the book value of the consideration newly paid before the combination, the capital reserves shall be offset, and if the capital reserves are not sufficient to be offset, the retained earnings shall be adjusted.

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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

In consolidated financial statements, for the assets and liabilities of the acquiree obtained by the acquirer in the acquisition, in addition to the adjustment made due to difference of accounting policy, they shall be measured at the book value on the acquisition date in the consolidated financial statement of the final controller. For the balance between the sum of the book value of the investment held before the combination and the book value of the consideration newly paid on the combination date and the book value of net assets obtained in the combination, the capital reserves shall be offset, and if the capital reserves are not sufficient to be offset, the retained earnings shall be adjusted. For the long-term equity investment held by the combining party before it obtained the control over the combined party, changes in relevant profits and losses, other comprehensive incomes and other owner’s equities recognized from the later one of the date when the original equity is obtained and the date when the combining party and the combined party are under the final control of the same party to the combination date shall respectively be used to offset the retained income at the beginning period of the comparative statement or profits and losses of current period.

Business combination not under the same control

Business combination not under the same control is a business combination in which the combining enterprises are not ultimately controlled by the same party or the same parties both before and after the business combination. In a business combination not under the same control, the party which obtains the control on other combining enterprise(s) on the acquisition date is the acquirer, and other combining enterprise(s) is(are) the acquiree. Acquisition date refers to the date on which the acquirer actually obtains the control on the acquiree.

Under the non-common control condition, acquiree’s identifiable assets, liability and contingent liabilities acquired from the business combination shall be measured at fair value on the acquisition date.

If the sum of the fair value of the merger consideration paid (or the fair value of the equity securities issued) and the fair value of the equity of the acquiree held before the acquisition date is greater than the fair value share of the identifiable net assets of the acquiree obtained in the merger, the difference is recognized as goodwill and subsequently measured at cost less accumulated impairment losses. If the sum of the fair value of the merger consideration paid (or the fair value of the equity securities issued) and the fair value of the equity of the acquiree held before the acquisition date is less than the fair value share of the identifiable net assets of the acquiree obtained in the merger, the identifiable assets, liabilities, the fair value of and contingent liabilities, the fair value of merger consideration paid (or the fair value of equity securities issued), and the fair value of equity held by the acquiree before the acquisition date shall be rechecked at first. If the sum of the fair value of the merger consideration paid (or the fair value of the equity securities issued) and the fair value of the equity of the acquiree held before the acquisition date is still less than the fair value share of the identifiable net assets of the acquiree obtained in the merger, the difference shall be included in the current profits and losses.

In cases of step-by-step acquisition of businesses under common control, for long-term equity investments held by the acquiring party before the acquisition date, they are remeasured at fair value on the acquisition date. The difference between fair value and the book value is recognized in the current period’s income statement. For the other comprehensive income of the acquired party’s long-term equity investments held before the acquisition date accounted for under the equity method, the accounting treatment is based on the same basis as the direct disposal of the relevant assets or liabilities of the invested entity. Other changes in equity, other than net income, other comprehensive income, and profit distribution, are treated as income in the period to which the acquisition date belongs.

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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

**6.**Preparationmethod of consolidated financial statements

Applicable ¨ Not applicable

The combination scope of the consolidated financial statements is determined on the basis of control, including the financial statements Company and all of its subsidiaries. Subsidiaries refer to the entities controlled by the Company (including the detachable parts of the Company and the invested companies, the structured entities controlled by the Company, and so on).

When preparing consolidated financial statements, subsidiary companies adopt the same accounting year and accounting policies as the Company. Assets, liabilities, equity, income, expenses and cash flows generated by all transactions between subsidiaries of the Group are fully offset at the time of the merger.

Where the loss shared by minority shareholders in a subsidiary exceeds the share enjoyed by minority shareholders in the subsidiary’s shareholder’s equity at the beginning of the period, the balance shall be written down with the minority shareholders’ equity.

For subsidiaries acquired through business combination not under the same control, the operating results and cash flow of the acquiree shall be included to consolidated financial statement from the date when the Group acquires the control right to the date when it terminates the control right. In the process of preparing consolidated financial statements, the financial statements of the subsidiary company shall be adjusted on the basis of the fair values of the identifiable assets, liabilities and contingent liabilities determined on the acquisition date.

For subsidiaries acquired through business combination under the same control, the operating results and cash flow of the acquiree shall be included to consolidated financial statement at the beginning of combination. During the preparation of consolidated financial statement, relevant items of financial statement of last year shall be adjusted and they will be regarded as reporting entities for consolidated statement and always exist since the control of final controller.

Where changes in relevant facts and circumstances result in changes to one or more of the control elements, the Group will reassess whether or not to control the investee.

In the circumstance of not losing the control, changes in minority shareholders’ equity are taken as an equity transaction.

7. Accounting method for joint venture arrangement and joint operation
Applicable ¨ Not applicable
--- --- --- ---

Joint arrangement refers to the arrangement jointly controlled by two or more participants. The Group’s joint arrangements are classified as Cooperative Enterprises.

Joint venture refers to the Group only enjoying the right of joint venturing arrangement over the net assets.

The Group shall carry out accounting treatment for the investment of joint ventures in accordance with the provisions on the equity method of accounting for long-term equity investment.

**8.**Determinationof cash and cash equivalents

Cash refers to the Group’s cash on hand and deposits that can be used for payment at any time; cash equivalents refer to the cash held by the Group with short maturity, strong liquidity, and easy conversion to a known amount and the investment of low value changing risks.

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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
9. Foreign currency business and the translation of foreign currency financial statement
--- ---
Applicable ¨ Not applicable
--- --- --- ---

The Group shall translate the amount of a foreign currency transaction into its functional currency.

For foreign currency transactions, the foreign currency amount is initially recognized by using the spot exchange rate as of the transaction date to translate it into the functional currency amount. The foreign currency monetary items on the balance sheet date shall be translated at the spot exchange rate on the balance sheet date. The resulting converted difference between the settlement and monetary items shall be treated as profit or loss in the current period, except for the difference arising from the special borrowings of foreign currency relating to the acquisition and construction of assets eligible for capitalization is disposed as per the principle of borrowing costs capitalization. The foreign currency non-monetary items measured at the historical cost shall still be translated at the spot exchange rate on the transaction date, of which the amount of functional currency shall not be changed. Foreign currency non-monetary items measured at fair value shall be translated at the spot exchange rate on the date when the fair value is determined. The resulting difference shall be recognized in the current profit or loss or other comprehensive income based on the nature of the non-monetary items.

For overseas operations, the Group translates the financial statements from their functional currency to RMB: for assets and liabilities in the balance sheet, the spot exchange rate as of the balance sheet date is used, while for equity items other than “undistributed profit”, the exchange rate as of the transaction date is used. For income and expense items in the income statement, the average exchange rate during the period is used for translation (unless the exchange rate fluctuations make it inappropriate, in which case the spot exchange rate as of the transaction date is used). The translation differences in the foreign currency financial statements obtained with the above-mentioned conversion method are recognized as other comprehensive income. In disposing of overseas operations, other comprehensive income related to the overseas operations shall be transferred to the disposal of current profits and losses, the partial disposal shall be calculated based on the disposal proportion.

The foreign currency cash flow and cash flow of overseas subsidiary shall be translated at the spot exchange rate on the date when the cash flow occurs. The influence of exchange rate fluctuation on cash shall be separately presented as an adjustment item in the cash flow statement.

10. Financial instruments
Applicable ¨ Not applicable
--- --- --- ---

Financial instruments refer to the contracts under which the financial assets of an enterprise are formed and the financial liability or right instruments of any other entity are formed.

Recognition and derecognition of financial instruments

A financial asset or financial liability shall be recognized when the Group becomes a party of financial instrument contract.

A financial asset (or part of it, or a portion of a group of similar financial assets) is derecognized when the following conditions are met, that is, it is written off from its account and balance sheet:

(1) The right to receive cash flow of financial assets expires;

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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(2) Transferred the right<br> to receive cash flows from financial assets is transferred, or assumed the obligation to<br> pay the full amount of cash flows to third parties in time under the “pass-through<br> agreement”; and (a) substantially transferred the almost all the risks and rewards<br> of financial assets ownership, or (b) abandoned the control over the financial assets,<br> although all the risks and rewards were substantially transferred or retained.
--- ---

Where the responsibility for a financial liability has been fulfilled, revoked or expired, the financial liability will be derecognized. Where the current financial liability is replaced by another financial liability of the same creditor on virtually different terms, or the terms of the current liability are substantially modified, such replacement or modification shall be disposed for derecognition of the original liability and recognition of new liabilities, and the difference shall be included in the current profit and loss.

Financial asset bought and sold by regular means shall be recognized and derecognized in accordance with accounting at the transaction date. Regular way of buying or selling financial assets refers to the collection or delivery of financial assets within the time limit stipulated by regulations or common practices in accordance with the terms of the contract. The trading day is the date on which the Group promises to buy or sell financial assets.

Classification and measurement of financial assets

At the time of initial recognition, the financial assets of the Group are classified as follows according to the Group’s business model of managing financial assets and contractual cash flow characteristics of financial assets: financial assets measured at fair value with changes included in current profits and losses, financial assets measured at amortized cost.

In initial recognition, financial assets shall be measured at fair value, but the accounts receivable arising from the sale of goods or provision of services exclude significant financing elements or do not take into account the financing elements of less than one year, and the initial measurement shall be carried out according to the transaction price.

For the financial assets measured at fair value with changes included in the current profits and losses, the transaction expenses thereof are directly recorded into the profits and losses of the current period; for other categories of financial assets, the transaction expenses thereof are included into the initially recognized amount.

Subsequent measurement of financial assets depends on their classification:

Financial assetsmeasured at amortized costs

Financial assets that meet the following conditions simultaneously and are classified as financial assets measured at amortized cost: the business mode for managing the financial assets is to collect the contractual cash flows; as stipulated in the contract terms of the financial assets, the cash flow generated on a specific date is only the payment for principal and interest based on the amount of outstanding principal. Actual interest method is adopted for determining interest income of such financial assets, the profits and losses that arise when such financial assets are terminated, amortized or depreciated, shall be recorded into the profits and losses of the current period.

Financial assets measured at fair value with changesincluded in current profits and losses

The Company classifies the financial assets above other than those measured at amortized cost as financial assets measured at fair value with changes included in current profits and losses. For such financial assets, the fair value is used for subsequent measurement, with all changes in fair value included in the current profits and losses.

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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Classification and measurement of financial liabilities

The financial liabilities of the Group are initially classified as financial liabilities measured at amortized cost. The transaction costs related to financial liabilities measured at amortized cost are included in their initially recognized amounts.

Subsequent measurement of financial liabilities depends on their classification:

Financial liabilities measured at amortised cost

These financial liabilities are calculated with the actual interest rate method with reference to the amortized cost for subsequent measurement.

Impairment of financial instruments

The group recognizes impairment losses and establishes provisions for expected credit losses on financial assets measured at amortized cost and lease receivables.

For accounts receivable without significant financing components, the Group measures the loss provision based on the expected credit loss amount within the whole duration by using the simplified measurement method.

For lease receivables, the Group chooses to apply a simplified measurement approach, measuring the loss provision based on the expected credit loss amount equivalent to the entire lease term.

For financial assets other than those using simplified measurement method, the Group assesses whether the credit risk has increased significantly since the initial recognition on each balance sheet date. If the credit risk does not increase significantly after initial recognition and is in the first stage, the Group measures the loss reserve according to the amount equivalent to the expected credit loss in the next 12 months, and calculates the interest income according to the book balance and the actual interest rate; if the credit risk has increased significantly since the initial recognition, but the credit depreciation has not occurred and the credit risk is in the second stage, the Group measures the loss reserve according to the amount equivalent to the expected credit loss in the whole duration, and calculates the interest income according to the book balance and the actual interest rate; if credit depreciation occurs after initial recognition and the credit risk is in the third stage, the Group measures the loss reserves according to the amount equivalent to the expected credit loss in the whole duration, and calculates the interest income according to the amortization cost and the actual interest rate. For financial instruments with low credit risk on the balance sheet date, the Group assumes that its credit risk has not increased significantly since initial recognition.

The Group assesses the expected credit loss of financial instruments based on individual and collective assessments. Considering the credit risk characteristics of different customers, the Group assesses the expected credit loss of receivables on the basis of aging combination.

For disclosures regarding the criteria for determining a significant increase in credit risk, definition of incurred credit-impaired assets, and assumptions for measuring expected credit losses, please refer to Note X, 2.

The factors reflected by the methods applied by the Group to measure the expected credit loss of financial assets include: unbiased probability weighted average amount determined by evaluating a series of possible results, the time value of money, and reasonable and evidence-based information about past events, current situation and forecast of future economic situation which can be obtained on the balance sheet date without expending unnecessary extra cost or efforts.

If the Group no longer reasonably expects the cash flow of the financial asset contract to be recovered in whole or in part, the book balance of the financial asset shall be directly written down.

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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Transfer of financial assets

In the event that the Group has transferred nearly all of the risks and rewards related to the ownership of the financial asset to the transferee, it shall stop recognizing the financial asset. In case it has retained nearly all of the risks and rewards associated with the ownership of the financial asset, the financial asset shall not be derecognized.

In the event the Group has neither transferred nor retained almost all the risks and rewards of ownership of financial assets, the following cases shall be considered: if the control of the financial assets is abandoned, the financial assets are derecognized and the assets and liabilities are recognized; if the financial assets are controlled, the relevant financial assets are recognized according to the extent to which they continue to be involved in the transferred financial assets, and the related liabilities are recognized accordingly.

In case it continues to be involved by transferring the financial assets and providing financial guarantee, the assets resulted in are recognized according to any one of the book value of the financial assets and the financial guarantee amount, whichever is lower. The amount of financial guarantee refers to the highest amount of repayment to be demanded among the considerations received.

11. Notes receivable

Recognition method and accounting treatment methodfor expected credit loss of notes receivable

¨ Applicable Not applicable
12. Accounts receivable
--- ---

Recognition method and accounting treatment methodfor expected credit loss of accounts receivable.

Applicable ¨ Not applicable

For accounts receivable, regardless of whether there is a significant financing component, the Group always measures its loss provision based on the amount equivalent to the expected credit loss during the entire duration.

When individual financial assets cannot be assessed for expected credit losses on a reasonable cost basis, the Group classifies receivables into various portfolios based on their credit risk characteristics. Expected credit losses are then calculated on a portfolio basis, and the determination of the portfolio is based on the following criteria:

Accounts receivable portfolio 1: Receivables for sales proceeds, supplier service fees, rent, project payments, and other amounts.

Accounts receivable portfolio 2: Receivables from affiliated parties.

Accounts receivable portfolio 3: Intra-group receivables.

For accounts receivable divided into the portfolio, the Group prepares a comparison table between the aging/days overdue of accounts receivable and the expected credit loss rate in the whole duration to calculate the expected credit loss by referring to the experience of historical credit loss and combining the current situation and the forecast of future economic situation.

13. Receivables financing
¨ Applicable Not applicable
--- --- --- ---
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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
14. Other receivables
--- ---

Recognition method and accounting treatment methodof expected credit loss of other receivables

Applicable ¨ Not applicable

Other receivables are segmented into several portfolios based on their credit risk characteristics. The determination of portfolio composition for other receivables is as follows:

Other receivables portfolio 1: Receivables for various types of deposits, guarantees, purchases, and store reserve funds.

Other receivables portfolio 2: Receivables from related parties.

Other receivables portfolio 3: Other receivables.

Other receivables portfolio 4: Intra-group receivables.

For other receivables, factored receivables, loans granted, and advances that are grouped together, the Group calculates the expected credit losses based on default risk exposure and the expected credit loss rate over the next 12 months or the entire lease term.

15. Inventories
Applicable ¨ Not applicable
--- --- --- ---

The inventories include raw materials, finished goods, and low-value consumables.

The initial measurement of inventory shall be made at its cost. The costs of the inventory include purchasing cost, processing cost and other costs. The outgoing inventory is valued at actual cost using the weighted average method, while processed inventory is valued at actual cost using the weighted average method. Amortization method is adopted for the amortization of low priced and easily worn articles and packing materials.

The perpetual inventory system is used as the inventory taking method.

The cost or the net realizable value, whichever is lower, is calculated on the balance sheet date. When the inventory cost is higher than its NRV, inventory reserves shall be made, and shall be included in the current profits and losses. The net realizable value refers to in the daily business activity the amount after deducting the estimated cost of completion, estimated sale expense and relevant taxes from the estimated sale price of inventories. When providing for inventory write-down, it is done based on the category of inventory.

16. Contract assets
(1) Recognition methods and standards for contract assets
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2) Recognition method and accounting treatment method of expected credit loss of contract assets
--- ---
¨ Applicable Not applicable
--- --- --- ---
17. Assets held for sale
--- ---
Applicable ¨ Not applicable
--- --- --- ---
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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Classification and measurement of non-current assets or disposal groups held for sale

The Group mainly classifies it into the held-for-sale category by selling (including non-monetary assets exchange with commercial substance, the same below) instead of continuing to use a non-current asset or disposal group to recover its book value.

The aforementioned non current assets do not include investment properties which are subsequently measured by fair value model, biological assets which are measured by net amount of fair value minus selling expenses, assets formed by employee compensation, financial assets, deferred income tax assets and rights arising from insurance contracts.

Disposal group refers to a group of assets that are disposed together through sale or other means in a transaction, and the liabilities directly related to these assets transferred in the transaction. The disposal group includes goodwill acquired in business combination under specific circumstances.

The Company divides the non-current assets or disposal groups meeting the following conditions into held-for-sale types: the non-current assets or disposal groups can be sold immediately in current circumstances according to the rules of selling this kind of assets in similar transactions or conventions of disposal group; highly possible to be sold, that is, resolution has been made for one sales plan and certain purchase commitment has been obtained and sales is anticipated to be completed within one year. If the Group loses control over its subsidiaries due to the sale of the investment in these subsidiaries, whether or not it retains part of the equity investment after the sale, the investment in subsidiaries to be sold satisfies the conditions for held-for-sale type. In some financial statements, the investment is divided into held-for-sale types, and all assets and liabilities of its subsidiaries are classified into held-for-sale types in the consolidated financial statements.

In the initial measurement or re-measurement of the non-current assets or disposal groups held for sale on the balance sheet date, the difference between the book value and the net value after the sales amount are deducted from the fair value (the book value is higher than the net value) is recognised as asset impairment loss. For the amount of the asset impairment loss recognized by the disposal group held for sale, the goodwill book value of disposal group shall be deducted first, then book value of disposal group shall be deducted according to the proportion of the book values of various non-current assets measured in the disposal group.

If the fair value of non-current assets or disposal groups held for sale on the balance sheet date is less than the net value of the sale expenses, the amount of previous write-down shall be restored and transferred back within the impairment loss of assets recognized after being classified as held for sale. The amount transferred shall be included in the current profits or losses. The book value of goodwill that has been deducted cannot be reversed.

Non-current assets held for sale and the non-current assets in the disposal group held for sale are not subject to depreciation or amortization. Interests and other expenses of liabilities in the disposal group held for sale continue to be recognized. As for all or part of the investment of the associate or joint venture classified as held for sale, the part classified as held for sale shall be accounted with the equity method, and the retained part (not classified as held for sale) shall continue to be accounted with the equity method; the equity method shall be stopped if the Group loses a significant impact on associates and joint ventures due to a sale.

When a non-current asset or disposal group is classified as held for sale, but later no longer meets the conditions for classification of held-for-sale types, the Group will stop classifying it as held for sale and measure it subject to the lower of the following two amounts:

The<br> book value of the said asset or disposal group is deemed as the amount adjusted as per the<br> depreciation, amortization or impairment that needs to be recognized on the assumption that<br> it is not classified as held for sale;
Recoverable<br> amount.
--- ---
– 224 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
18. Debt investment
--- ---
(1) The determination method and accounting treatment for expected credit losses on debt investments
--- ---
¨ Applicable Not applicable
--- --- --- ---
19. Other creditor investments
--- ---
(1) The determination method and accounting treatment for expected credit losses on other creditor investments
--- ---
¨ Applicable Not applicable
--- --- --- ---
20. Long-term receivables
--- ---
(1) The determination method and accounting treatment for expected credit losses on long-term receivables
--- ---
Applicable ¨ Not applicable
--- --- --- ---

For lease receivables within long-term receivables, regardless of whether they contain significant financing components, the Group measures the provision for credit losses based on the expected credit loss amount equivalent to the entire lease term. Any increase or reversal in the provision for credit losses formed as a result is recognized as impairment loss or gain in the current period’s income statement.

21. Long-term equity investment
Applicable ¨ Not applicable
--- --- --- ---

Long-term equity investment includes equity investment in subsidiaries, cooperative enterprises and joint ventures.

Long-term equity investment shall be initially measured as the initial investment cost when it is obtained. For the long-term equity investment obtained through business combination under the same control, the share of the book value of the equity of the merged party in the final controlling party’s consolidated financial statements obtained on the combination date shall be taken as the initial investment cost; the difference between the initial investment cost and the book value of the combination consideration shall be adjusted to the capital reserve (if it is insufficient to offset, the retained earnings shall be offset). Other comprehensive income before the merger date shall be accounted for on the same basis as the investee’s direct disposal of related assets or liabilities when disposing of the investment. Shareholders’ equity recognized due to changes in Shareholders’ equity other than net profit and loss, other comprehensive income and profit distribution of the investee shall be transferred to the current profit and loss when the investment is disposed of, wherein those that are still long-term equity investments after disposal are carried forward in proportion, and those that are converted into financial instruments after disposal are carried forward in full. For long-term equity investment obtained through a business combination not under the same control, the merger cost shall be used as the initial investment cost (if a business combination not under the same control is realized step by step through multiple transactions, the book value of the equity investment of the acquiree held before the purchase date shall be used. The sum of the new investment cost on the purchase date shall be the initial investment cost). Combination costs include the sum of the assets paid by the purchaser, the liabilities incurred or assumed, and the fair value of the equity securities issued. The other comprehensive income recognized by the equity method that is held before the purchase date is accounted for on the same basis as the investee’s direct disposal of related assets or liabilities when disposing of the investment, as the investee removes net gains and losses, Shareholders’ equity confirmed by changes in other Shareholders’ equity other than other comprehensive income and profit distribution shall be transferred to the current profits and losses when the investment is disposed of, wherein those that are still long-term equity investments after disposal are carried forward in proportion, and those that are converted into financial instruments after disposal are carried forward in full. The accumulated fair value changes of equity investments held prior to the date of acquisition, accounted for as financial instruments and recorded in other comprehensive income, are fully transferred to retained earnings upon adoption of the cost method for accounting. For long-term equity investments acquired through means other than business combinations, the initial investment cost is determined as follows: for investments acquired by paying cash, the actual purchase price, along with directly related expenses, taxes, and other necessary expenditures, are considered as the initial investment cost; for investments acquired through the issuance of equity securities, the fair value of the equity securities at the time of issuance is considered as the initial investment cost.

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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

In the event the Company can exert significant influence over the investee, the cost method shall be employed in some financial statements of the Company. Control refers to the control power over the investors. Through the control, the investor can obtain variable returns by participating in relevant activities of the investor and can wield influence upon the return amount by using the control power to the investor.

The price of a long-term equity investment measured by employing the cost method shall be included at its initial investment cost. If there are additional investments or disinvestments, the long-term equity investment cost shall be adjusted. The dividends or profits declared to be distributed by the investee shall be recognized as the current investment income.

For investees over which the Group has joint control or significant influence, long-term equity investments are accounted for using the equity method. Joint control refers to the control of a specific arrangement, whose activities have to be decided with the consensus by all participants sharing control rights, according to related agreements. Significant influence refers to the investor’s right of participation in the decisions of financial and operational policies of the investee, not including the right to control, or jointly control with other participants.

Where the initial cost of a long-term equity investment calculated with the equity method is more than the investing enterprise’ attributable share of the fair value of the invested entity’s identifiable net assets for the investment, it is included in the initial cost of the long-term equity investment. Where the initial cost of a long term equity investment is less than the investing enterprise’ attributable share of the fair value of the invested entity’s identifiable net assets for the investment, the difference shall be included in the current profits and losses and the cost of the long-term equity investment shall be adjusted simultaneously.

When the equity method is applied, after the investor obtains a long-term equity investment, it shall, in accordance with the attributable share of the net profits or losses and other comprehensive income proportions of the investee, recognize the investment profits or losses and other comprehensive income and adjust the book value of the long-term equity investment. Confirming the share of the net profit or loss of the investee is based on the fair value of the investee’s identifiable assets at the time of obtaining the investment. In accordance with the Group’s accounting policies and accounting periods and after the internal transaction gains and losses that occur between the joint ventures and affiliated businesses, the proportion that should be enjoyed by the investor shall be measured (but if the internal transaction losses are the asset impairment losses, the amount shall be fully confirmed), and recognized after the net profit of the investee is adjusted, except for the assets that are invested or sold to constitute businesses. The investing enterprise shall, in the light of the profits or cash dividends declared to distribute by the invested entity, calculate the proportion it shall share, and shall reduce the book value of the long-term equity investment correspondingly. The Group recognizes the net losses incurred by the investee, limiting the recognition to the carrying amount of the long-term equity investment and any other long-term equity interests that essentially represent a net investment in the investee. However, the Group is not limited to the extent of the loss to the carrying amount of the investment if it has an additional obligation to cover the losses. Where any change is made to the shareholder’s equity other than the net profits and losses, other comprehensive income, and profit distribution of the investee, the book value of the long-term equity investment shall be adjusted and included in the shareholder’s equity.

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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

When disposing a long-term equity investment, the balance between its book value and the actual purchase price shall be included in the current profits and losses. For the long-term equity investment accounted for using the equity method, if the equity method is terminated, the related comprehensive income calculated by the original equity method is calculated with the same accounting method the investee uses to directly dispose its related assets or liabilities. The Shareholder’ equity recognized due to the changes in other Shareholder’s equity of the investee is fully transferred into the current profit and loss, except for the net profit or loss, other comprehensive income and profit distribution; if the equity method is still adopted, the related comprehensive income calculated by the original equity method is put under accounting treatment on the same basis the investee disposing related assets or liabilities, and transferred to the current profit and loss in proportion. The Shareholder’ equity recognized due to the changes in other Shareholder’s equity of the investee is transferred into the current profit and loss, except for the net profit or loss, other comprehensive income and profit distribution.

22. Investment properties
(1) In case cost calculation model is adopted:
--- ---

The investment properties refer to the properties held for earning the rent or capital appreciation or for both of them, including the leased buildings.

The initial measurement of the investment properties shall be made at its cost. Subsequent expenditures relating to investment properties are included in the cost of the investment properties in the event that the economic benefits associated with the asset are likely to flow in and the cost can be reliably measured. Otherwise, it shall be included in the current profit and loss when actually incurred.

The Group takes the cost model for subsequent measurement of investment properties and provides depreciation or amortization using the depreciation methods applied to buildings and structures within fixed assets.

23. Fixed assets
(1) Recognition criteria
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Fixed assets shall be recognized only when it is probable that the economic benefits associated with it will flow to the Group and its costs can be measured reliably. Subsequent expenditure regarding the fixed assets, if it meets the recognition conditions, is included in the cost of the fixed assets, and the carrying amount of the replaced portion is derecognized; otherwise, it is included in the current profit or loss.

The initial measurement of fixed assets shall be made at their cost. The costs for the acquisition of fixed assets include the buying price, relevant expenses of taxation, other expenses that may be directly assigned to such assets before making the fixed assets reach expected use conditions.

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APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(2) Depreciation method
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Annual
--- --- --- --- --- --- --- --- ---
Depreciation Depreciation Residual depreciation
Category method period<br> (year) value<br> rate rate
Houses and buildings Straight-line method 20-35 5 % 2.71-4.75%
Machinery and equipment Straight-line method 5-10 5 % 9.5-19%
Transportation equipment Straight-line method 5-10 5 % 9.5-19%
Electronic equipment and tool appliances Straight-line method 5 5 % 19%

The Group shall, at least at the end of each year, take a check on the useful life, expected net salvage value, and the depreciation method of the fixed assets, and adjust them when necessary.

(3) Basis of recognition, valuation method and depreciation method for fixed assets under finance lease
¨ Applicable Not applicable
--- --- --- ---
24. Construction in progress
--- ---
Applicable ¨ Not applicable
--- --- --- ---

The cost of work in progress is determined based on the actual construction expenses incurred, including necessary construction expenses and other related costs incurred during the construction period.

When work in progress reaches the predetermined usable state, it is transferred to fixed assets and long-term prepaid expenses.

25. Borrowing costs
Applicable ¨ Not applicable
--- --- --- ---

Borrowing costs are recognized in the current period’s income statement.

26. Biological assets
Applicable ¨ Not applicable
--- --- --- ---

The productive biological assets refer to biological assets held for the purpose of producing agricultural products, rendering services, or leasing, including economic forests. The initial measurement shall be made to the productive biological assets at its cost. For self-generated productive biological assets, the cost includes necessary expenditures such as fertilizer costs, labor expenses, and allocated indirect costs incurred before reaching the predetermined production and operational objectives.

Productive biological assets are depreciated with the straight-line depreciation method over their useful lives from the date when they reach their intended production and operation purposes.

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APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

The service life, estimated residual value rate, and annual depreciation rate for different types of productive biological assets are as follows:

Estimated Annual
Estimated net residual depreciation
Category service life value rate rate
Mature persimmon trees 20 years 5 % 4.75 %

The service life and estimated residual value of productive biological assets are determined based on historical experience. The Group is required to recheck the service life, expected net residual value, and depreciation method of productive biological assets at the end of the year, and any change of them will be treated as accounting estimate. Disposal consideration amount from sale, inventory loss, death or damage of productive biological assets shall be included in current profits and losses after deducting the book value and related taxes.

Impairment

The Group shall inspect productive biological assets at least at the end of each annual period. If there is conclusive evidence that due to natural disasters, plant diseases and insect pests, or changes in market demand, the recoverable amount of the productive biological assets is lower than their carrying amount, the difference between the recoverable amount and the carrying amount is recognized as a provision for impairment of biological assets and recorded as a current period loss.

Once the provision for impairment of a productive biological asset is made, it shall not be reversed.

27. Oil and gas assets
¨ Applicable Not applicable
--- --- --- ---
28. Right-of-use assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---

On the lease commencement date, the Group recognizes the right to use the leased assets that can be used during the lease term and measures it at cost. The cost of right-of-use assets includes: the initial measurement amount of lease liabilities; lease payments made by the lessee at or before the lease commencement date; initial direct costs incurred by the lessee; estimated costs to dismantle and remove the leased asset or restore the site on which the leased asset is located to the condition specified in the lease agreement. If the Group re-measures the lease liability due to changes in lease payments, the carrying amount of the right-of-use asset is adjusted accordingly. The Group uses the straight-line method to depreciate the right-of-use assets subsequently. Where it is reasonably certain that ownership of the leased assets will be obtained at the end of the lease term, the Group depreciates the leased assets over their remaining useful lives. If the ownership of the leased asset can not be reasonably confirmed on the lease term expiry, the accrual depreciation of the Group shall be conducted within the shorter of two periods, namely the lease term and the remaining service life of lease asset.

29. Intangible assets
(1) Valuation method, service life and impairment test
--- ---
Applicable ¨ Not applicable
--- --- --- ---
– 229 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Intangible assets are recognized only when it is probable that the economic benefits associated with it will flow to the Group and its costs can be measured reliably. The cost is used for initial measurement. However, if the fair value of the intangible assets acquired through business combination not under the same control can be reliably measured, such asses are individually recognized as intangible assets and measured at fair value.

The useful life of intangible assets is determined according to the period in which they can bring economic benefits to the Group. If it is impossible to foresee whether the period in which economic benefits can be brought to the Group, such assets are deemed as intangible assets.

The service lives of various intangible assets are as follows:

Category Service life Amortization method
Land use right 40 years Straight-Line method of amortization
Software 5 years Straight-Line method of amortization
Patent right and non-patent technology 10 years Straight-Line method of amortization
Sales network 10 years Straight-Line method of amortization

The acquired land use rights obtained by the Group are usually accounted for as intangible assets. With respect to the buildings and structures that are self-developed and self-constructed, the related land use rights and the buildings are accounted for as intangible assets and fixed assets, respectively. In the case of purchased land and buildings, the paid prices are distributed between the land use rights and the buildings. Where it is difficult to allocate reasonably, all of such costs are disposed as fixed assets.

Intangible assets with limited service life shall be amortized using straight-line method in service life. At the end of each year, the Group shall verify the estimated service lives and amortization methods of the intangible assets with limited service life and make adjustment when needed.

(2) Accounting policy for expenditures of internal research and development
Applicable ¨ Not applicable
--- --- --- ---

The expenditures for internal research and development projects of the Group are classified into research expenditures and development expenditures. The expenditure occurred during the research stage shall be included in the profits/losses of current period when it occurs. The expenditure at the stage of development shall be capitalized only if the following conditions are met simultaneously: technically feasible to complete the intangible assets so that they can be used or sold; having the intention to use and sell the intangible assets; the ways for economic benefits of intangible assets, including proving that the market exists for the products manufactured by such intangible assets, or that the intangible assets have own market, and proving that the serviceability of intangible assets if they are used internally; having sufficient technical and financial resources and other resource supports to complete the development of such intangible assets and having the ability to use or sell such intangible asset; the expenditure attributable to the development stage of such intangible asset can be measured reliably. The development expenditure not meeting the conditions above is included in the current profits and losses when it occurs.

– 230 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
30. Impairment of long-term assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---

For impairment of assets other than inventory, deferred taxes, and financial assets, the Group determines the impairment with the following methods:

As of the balance sheet date, if there are indications of impairment of assets, the Group will estimate their recoverable amounts and perform impairment testing; for goodwill formed due to business combinations and intangible assets that have not reached the usable condition, impairment testing will be conducted at least annually regardless of whether there are indications of impairment.

The recoverable amount shall be determined in light of the higher one of the net amount of the fair value of the assets minus the disposal expenses and the present value of the expected future cash flow of the assets. Generally, the Group estimates the recoverable amount based on single assets. Where it is not possible to estimate the recoverable amount of single assets, the recoverable amount of the asset group to which the asset belongs is recognized. The recognition of an asset group is based on whether the major cash inflow generated by the asset group is independent of the cash inflows of other assets or asset groups.

When the recoverable amount of an asset or asset group is lower than its carrying amount, the Group reduces its carrying amount to the recoverable amount, include the write-down amount in the current profit and loss, and make the corresponding provision for asset impairment.

The Group shall, at the end of each year, examine the consumptive biological assets and productive biological assets. If any well-established evidence indicates that the realizable net value of any consumptive biological asset or the recoverable amount of any productive biological asset is lower than its book value as a result of natural disaster, plant diseases and insect pests, animal disease or change of market demand, the enterprise shall, based on the difference between the realizable net value or the recoverable amount and the relevant book value, make provision for the loss on decline in value of or for the impairment of the biological asset and shall recognize it as current losses.

If the factors affecting the impairment of the expendable biological asset have disappeared, the amount of the written-down shall be restored and reversed within the amount of the original provision for the decline in value, and the reversed amount is recognized in the current profits and losses. Once the provision for impairment of a productive biological asset is made, it shall not be reversed.

For the test of goodwill impairment, it shall, as of the purchasing day, apportion the carrying value of the business reputation formed by business combination to the relevant asset groups by a reasonable method. Where it is difficult to do so, it shall be apportioned to the relevant combinations of asset groups. The related asset group or combination of asset groups shall be the asset group or combination of asset groups that can benefit from the synergy effect of enterprise merger, and shall be no greater than the reporting segments determined by the Group.

When making an impairment test on the relevant asset groups or combination of asset groups containing goodwill, if any evidence shows that the impairment of asset groups or combinations of asset groups is possible, the Company shall first make an impairment test on the asset groups or combinations of asset groups not containing business reputation, calculate the recoverable amount, and recognize the corresponding impairment loss. Then perform impairment tests on the related asset group or portfolio of asset groups containing goodwill and compare its book value with the recoverable amount. If the recoverable amount is lower than the book value, the amount of impairment loss shall be apportioned to the book value of goodwill of the corresponding asset groups or portfolio of asset groups in the first place. Then according to the proportion of the book value of other assets, excluding the goodwill, with respect to the corresponding asset groups or portfolio of asset groups, the book value of the said assets shall be deducted.

Once the assets impairment loss above is confirmed, it shall not be reversed in the future accounting periods.

– 231 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
31. Long-term deferred expenses
--- ---
Applicable ¨ Not applicable
--- --- --- ---

The store decoration and improvement expenses can be divided into two categories: the first category includes expenses for the decoration and improvement of operating and office premises before opening a new store, and the second category includes expenses for secondary (or over) decoration and improvement of already opened stores. The expenses for the decoration and improvement of a new store are amortized on a straight-line basis within the shorter of the estimated maximum benefits period (10 years) and the lease term. The expenses for secondary (or over) decoration and improvement of already opened stores are amortized on a straight-line basis within the shorter of the estimated maximum benefits period (5 years) and the remaining lease term. At the end of each year, the remaining service life of deferred expenses is reviewed. If a deferred expense item no longer provides future benefits in subsequent accounting periods, the remaining unamortized balance of that item is recognized as a current period loss.

32. Contract Liabilities
(1) Recognition method for contract liabilities
--- ---
Applicable ¨ Not applicable
--- --- --- ---

The Group shall list the contract liabilities in the balance sheet according to the relationship between performance obligations and customer payment.

The contract liabilities refer to obligations to transfer goods or services to customers for which consideration has been received or is receivable from the customer before transferring the promised goods or services.

33. Employee Compensation

Employee compensation refers to the remuneration or compensation, except for share payment, offered by the Group for the purpose of acquiring the services provided by the employees or terminating employment relationships. Employee remuneration mainly includes short-term salaries, post-employment welfare, dismission welfare and other long-term employee welfare. Welfare provided by the Group for employees’ spouses, children and dependents, family members of deceased employees and other beneficiaries is also part of employee salaries.

(1) Accounting treatment method of short-term remuneration
Applicable ¨ Not applicable
--- --- --- ---

The Company confirms the actually occurred short-term salaries as liabilities during the accounting period that the staff provides service for the Company, and accounts them into profits and losses of the current period or relevant asset costs.

(2) Accounting treatment method for after-service benefits
Applicable ¨ Not applicable
--- --- --- ---

Post-employment welfare (defined contribution plans)

The Group’s employees participate in pension insurance and unemployment insurance managed by the local government. The corresponding expenses are recognized as relevant asset costs or current-period expenses when they are incurred.

(3) Accounting treatment method for severance benefits
Applicable ¨ Not applicable
--- --- --- ---
– 232 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Severance benefits

When providing dismissal welfare to employees, the Group shall early confirm the employee salaries generated from dismiss welfare as liability and include it into current profits and losses under the following two situations: the enterprise cannot withdraw the dismissal welfare generated from plan for termination of labor relationship or layoff proposal; the enterprise confirms relevant cost and expense related to the recombination of dismiss welfare payment.

(4) Accounting arrangement method for other long-term employee’s welfare
¨ Applicable Not applicable
--- --- --- ---
34. Lease Liability
--- ---
Applicable ¨ Not applicable
--- --- --- ---

On the lease commencement date, the present value of lease payments not yet paid is recognized as lease liability, except for short-term leases and leases of low-value assets. The lease payments include fixed payments and the variable lease payments subtracted by lease incentives, variable lease payments based on an index or rate, and payments that are expected to be made based on the residual value guarantee; it also includes the exercise price of purchase options or the payments required to exercise the termination options, provided that the Group reasonably determines that it will exercise the option or reflects that the Group will exercise the termination option during the lease term.

When calculating the present value of lease payments, the Group uses the implicit interest rate of the lease as the discount rate; if the implicit interest rate of the lease cannot be determined, the Lessee’s incremental borrowing rate shall be used as the discount rate. The Group calculates the interest expense of the lease liabilities in each period of the lease term based on the fixed periodic interest rate and includes it into the current profits and losses, unless otherwise stipulated to be included in the cost of related assets. Variable lease payments that are not included in the measurement of lease liabilities are included in the current profits and losses when they are actually incurred, unless otherwise stipulated to be included in the cost of related assets.

After the lease commencement date, the Group increases the carrying amount of the lease liability when recognizing interest and decreases it when paying lease payments. When there is a change in the substantially fixed payments, a change in the estimated payments for residual value guarantees, a change in the index or rate used to determine lease payments, or a change in the assessment or exercise of purchase options, renewal options, or termination options, the Group re-measures the lease liability using the present value of the revised lease payments.

35. Estimated Liabilities
Applicable ¨ Not applicable
--- --- --- ---

Except for contingent consideration and contingent liabilities assumed in a business combination under common control, when the obligations related to contingent matters meet the following conditions, they are recognized as estimated liabilities by the Group:

(1) This obligation is the current obligation of the Group;
(2) It is likely to cause any economic benefit to flow out of the Group<br> as a result of performance of the obligation;
--- ---
(3) The amount of the obligation can be measured reliably.
--- ---
– 233 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Estimated liabilities are initially measured in accordance with the best estimate of the expenditure required to perform the relevant current obligations, taking into account factors such as risks, uncertainties and time value of money associated with contingent events. The Company shall check the book value of the estimated debts on each balance sheet date. Where there is any exact evidence indicating that the book value cannot really reflect the current best estimate, the Company shall adjust the book value in accordance with the current best estimate.

36. Share-based Payments
Applicable ¨ Not applicable
--- --- --- ---

Share-based payment is divided into equity-settled share-based payment and cash-settled share-based payment. Equity-settled share-based payment refers to a transaction settled by the Group with shares or other equity instruments as the consideration for obtaining services.

Equity-settled share-based payment in exchange for services provided by employees is calculated at the fair value of the equity instruments granted to employees. For equity instrument that are exercisable immediately after being granted, the relevant costs or expenses are recognized based on fair value on the grant date, increasing the capital surplus. For equity instrument that can only be exercised after a specified service period or upon achievement of specified performance conditions, during the service period, for each balance sheet date within the waiting period, the services acquired during the period are recognized as related costs or expenses, increasing the capital surplus, based on the best estimation of the number of equity instruments expected to be exercised, using the fair value on the grant date. The fair value of equity instruments is determined based on the ex-right closing price on the grant date.

Share-based payments that are not ultimately exercised due to non-satisfaction of non-market conditions and/or service period conditions are not recognized as costs or expenses. If market conditions or non-exercisable conditions are specified in the share-based payment agreement, the share-based payment is considered to be exercisable as long as all other performance conditions and/or service period conditions are met, regardless of whether the market conditions or non-exercisable conditions are satisfied.

If the terms of equity-settled share-based payments are modified, at least the obtained services are recognized as if the terms were not modified. In addition, any modification that increases the fair value of the granted equity instrument, or a change in favor of the employee on the modification date, recognizes an increase in the acquisition of services.

If the terms of equity-settled share-based payments are canceled, it will be treated as an accelerated exercise on the cancellation date and the unconfirmed amount will be immediately recognized. If the employees or other parties are to meet non-vesting conditions but they do not meet the conditions in vesting period, the Company will cancel the equity-settled share-based payment as the treatment. However, if a new equity instrument is granted to an employee, and on the granting date, it is determined that the new equity instrument granted is used to replace the canceled equity instrument, the granted replacement equity instrument shall be treated in the same way as the modifications of the original equity instrument terms and conditions are treated.

37. Preference shares, perpetual capital securities and other financial instruments
¨ Applicable Not applicable
--- --- --- ---
38. Revenue
--- ---
(1) Accounting policy for income recognition and measurement
--- ---
Applicable ¨ Not applicable
--- --- --- ---
– 234 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Revenues from contracts with customers

The Group confirms the incomes while performing the obligations in the contract, namely obtaining control right of relevant commodities or services from customers. Obtaining control of the related goods or services refers to one can direct the use of the goods or provision of services and obtain almost all economic benefits from the goods.

Sales contract

The sales contract between the Group and the client generally includes only the performance obligations of goods transfer. The Group, under normal conditions, recognizes revenue at the point in time when the customer obtains control of the related goods, which is usually the point of delivery as specified in contract. This recognition is based on the comprehensive consideration of the following factors: the present right to receive payment for the goods, the transfer of the primary risks and rewards associated with ownership of the goods, the transfer of legal ownership of the goods, the physical transfer of the goods, and the customer’s acceptance of the goods.

Provision of service contract

In the service contracts between the Group and its customers, which usually include provisions for display services, warehousing services, maintenance, and other performance obligations, the Group recognizes revenue based on the progress of performance during a specific period. This is because the customer simultaneously receives and consumes the economic benefits from the Group’s performance, and the Group has the right to invoice for the cumulative amount of completed performance during the entire contract period, treating it as a performance obligation fulfilled during a certain period. Revenue is recognized based on the progress of performance, except where the progress of performance cannot be reasonably determined. The Group determines the progress of performance for providing services based on the time schedule. Where the performance progress cannot be reasonably determined and the cost incurred of the Group is expected to be compensated, the revenue shall be recognized according to the cost incurred until the performance progress can be reasonably determined.

Construction contract

The construction contracts between the Group and customers usually include obligations for construction and decoration works. As the customers have control over the construction assets during the performance period, the Group recognizes revenue based on the progress of performance, except when the progress cannot be reasonably determined. The Group determines the progress of providing services based on the input method. Where the performance progress cannot be reasonably determined and the cost incurred of the Group is expected to be compensated, the revenue shall be recognized according to the cost incurred until the performance progress can be reasonably determined.

Variable consideration

Some contracts between the Group and customers include arrangements for reward points, forming variable consideration. The Group determines the best estimate of variable consideration based on either the expected value or the most likely amount to be realized. However, the transaction price that includes variable consideration does not exceed the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur, once the related uncertainty is resolved.

Sales return terms

For sales with sales return provisions, when the Group transfers control of the relevant goods to the customer, revenue is recognized based on the amount expected to be entitled for transferring the goods to the customer. The expected amount to be refunded due to sales returns is recognized as a provision for expected liabilities. Simultaneously, an asset is recognized for the expected cost of goods to be returned, which is calculated as the difference between the book value of the goods to be returned and the estimated costs (including the value impairment) associated with returning the goods. The net amount is recorded as a receivable for return cost. The cost is then recognized by deducting the net amount from the book value of the transferred goods. On each balance sheet date, the Group reassesses the future sales return situation and re-measures the aforementioned assets and liabilities.

– 235 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Reward points program

The Group grants reward points to customers when selling goods or providing services. Customers can use these points to redeem free or discounted goods or services. The reward points program provides significant rights to customers, which are recognized by the Group as a separate performance obligation. Revenue is allocated based on the relative proportion of the standalone selling price of goods or services provided and the reward points and is recognized when customers obtain control over the points or when the points expire.

Main responsible person/agent

When the Group acquires goods from third parties and subsequently transfers them to customers, the Group exercises control over the goods, making it the primary obligor. Revenue is recognized based on the total consideration received or receivable. Otherwise, the Group is an agent, and the revenue shall be recognized based on the amount of commission or handling fee that is expected to be charged, and such amount shall be determined based on the net amount of the total consideration received or receivable after deducting the prices payable to other related parties or according to the established commission amount or proportion.

(2) Different accounting policies for revenue recognition due to different business models adopted by similar businesses
¨ Applicable Not applicable
--- --- --- ---
39. Contract Cost
--- ---
¨ Applicable Not applicable
--- --- --- ---
40. Government Subsidy
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Governmental subsidies are recognized when they meet the conditions attached to and can be received. Where the governmental subsidiaries are monetary assets, they are measured according to the amount received or receivable. If the governmental subsidies are non-monetary assets, they shall be measured at their fair value. If their fair value cannot be obtained in a reliable way, they shall be measured at the nominal amount.

Government subsidies used for purchasing or forming long-term assets are recognized as government grants related to assets when the fundamental conditions for obtaining the subsidies are met, as specified in government documents. If the government documents do not provide clear guidance, grants that are based on the condition of purchasing or forming long-term assets are considered as government grants related to assets, while others are recognized as government grants related to revenue.

The Group recognizes received government grants based on their total amount.

Where the governmental subsidy related to the proceeds is used to compensate relevant costs or losses in the later period, the subsidy is recognized as deferred proceeds when acquired, and accounted into profits and losses of the current period during the period of recognition; where it is used to compensate the occurred costs or losses, it is directly into profits and losses of the current period directly.

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APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Government subsidies related to assets shall be recognized as deferred income, which shall be included in profits and losses by stages according to a reasonable and systematic method within the service life of the relevant assets (but the government subsidies measured according to the nominal amount shall be directly included in the current profits and losses). If the relevant assets are sold, transferred, scrapped or damaged before the end of the service life, the undistributed balance of relevant deferred income shall be transferred into the profits and losses of the current period of asset disposal.

41. Deferred tax assets/deferred tax liabilities
Applicable ¨ Not applicable
--- --- --- ---

Regarding the temporary difference between the book value and tax base of assets and liabilities on the balance sheet date and of the item that is not recognized as an asset and liability but whose tax base can be determined in accordance with the tax law, the deferred income tax of the Group is recorded using the balance sheet liability method.

All taxable temporary differences are recognized as deferred tax liabilities,

(1) Except when the taxable temporary differences<br> arise from the following transactions: the initial recognition of business reputation, and<br> the initial recognition of assets or liabilities arising from the following transactions<br> which are simultaneously featured by the following: the transaction is not business combination,<br> and at the time of transaction, the accounting profits will not be affected, nor will the<br> taxable amount or the deductible loss be affected.
(2) The deferred income tax liabilities arising<br> from the taxable temporary differences related to the investments of subsidiaries, joint<br> ventures and associates are recognized unless the time of the reverse of temporary differences<br> can be controlled, and the temporary differences are unlikely to be reversed in the excepted<br> future.
--- ---

As for any deductible temporary difference, and deductible loss or tax deduction that can be carried forward to the next year, the corresponding deferred income tax assets shall be determined to the extent that the amount of future taxable income to be offset by the deductible temporary difference, and deductible loss or tax deduction to be likely obtained. Unless:

(1) Temporary differences that are deductible<br> arise from transactions that are not business combinations and do not affect accounting profits<br> or taxable income or deductible losses.
(2) As for the deductible temporary difference<br> of taxable relevant to the investment of subsidiaries, joint ventures and associates, the<br> corresponding deferred income tax assets can be recognized when it can simultaneously meet<br> the following the conditions: the temporary difference is likely to reverse, and the amount<br> of the taxable can be obtained to offset the deductible temporary difference at a high possibility<br> in the future.
--- ---

According to the tax law, on the balance sheet date, the deferred income tax assets and the deferred income liabilities shall be measured by the Group in accordance with the applicable tax rate during the period of recovering the assets as estimated or paying off the abilities, and it shall reflect the effect of the income tax of the recovering assets as estimated or the way of paying off the liabilities on the balance sheet date.

On the balance sheet date, the Group rechecks book value of deferred income tax assets of the Group. If it is unlikely to obtain sufficient taxable income taxes to offset the benefit of the deferred income tax assets, the book value of the deferred income tax assets shall be written down. On the balance sheet date, the Group reassesses the unrecognized deferred income tax assets and recognizes the deferred income tax assets within the limits that it is probable that sufficient taxable income is available for all or part of the deferred income tax assets.

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APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

If the following conditions are met simultaneously, the Company will present and report the deferred income tax assets and the deferred income tax liabilities at a net amount after offsetting: the Company has the legal right to settle the deferred income tax assets and the deferred income tax liabilities in current period at a net amount with regard to taxes levied from the same taxpayer or different taxpayers with the same tax collection and management department, but the taxpayer involved intends to settle the deferred income tax assets and the deferred income tax liabilities in current period at a net amount or obtain the assets and satisfy the liabilities simultaneously within every period of reversal of significant deferred income tax assets and deferred income tax liabilities.

42. Leases
(1) Accounting processing approach of business leasing
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2) Accounting treatment methods for financing lease
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3) Determination methods and accounting treatment for leases under the new leasing standard
--- ---
Applicable ¨ Not applicable
--- --- --- ---

On the commencement date of the contract, the Group evaluates whether the contract is a lease or includes a lease. If one party in the contract transfers the right to control the use of one or more identified assets for a certain period of time in exchange for consideration, the contract is a lease or includes a lease.

As lessee

In addition to short-term and low-value asset leases, the Group’s accounting treatment for lease recognition of right-of-use assets and lease liabilities can be found in Note V, 28, and Note V, 34 of this section.

Short-term leases and leases of low-value assets

Leases that have a lease term of no more than 12 months from the lease commencement date and do not include a purchase option are classified as short-term leases by the Group. Leases where the value of the underlying leased asset, when it is new and does not exceed RMB40,000, are classified as low-value asset leases. If the Group sublets or anticipates subleasing leased assets, the original lease is not recognized as a low-value asset lease. The Group chooses not to recognize the right-of-use assets and lease liabilities for short-term leases and low-value asset leases. Costs or expenses related to the leased asset are recognized over the lease term using the straight-line method or another systematic and rational method.

As lessor

The lease for which all risks and rewards related to the ownership of the leased asset are substantially transferred on the commencement date of lease is a finance lease, and the other leases are an operating lease. When the Group acts as a sublease lessor, it classifies subleases based on the right of use assets generated from the original lease. If a contract contains both lease and non-lease components, the Group allocates the consideration for the contract to each component based on their relative standalone prices.

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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

As a lessor of finance lease

On the commencement date of the lease term, the Group recognizes the receivable financing leasing payments for financing leases and terminates the recognition of financing leasing assets. When the Group initially measures the receivable financing leasing payments, the net lease investment shall be taken as the entry value of the receivable financing lease payments. The net lease investment is the sum of the present value of lease payments not yet received and the unguaranteed residual value discounted at the lease’s implicit rate, including initial direct costs. The Group calculates and recognizes the interest income for each period of the lease term at a fixed periodic interest rate. The variable lease payments obtained by the Group that are not included in the measurement of net lease investments are recognized in the current period’s profit and loss when actually incurred.

As an operating lessor

The rental income from operating leases is recognized as revenue on a straight-line basis or another systematic and rational method over the lease term. Variable lease payments not included in the measurement of lease receivables are recognized as revenue when they become due. The initial direct costs are capitalized and amortized over the lease term on the same basis as rental income, and are recognized as expenses in each period.

43.  Other significant accounting policiesand accounting estimates

Applicable ¨ Not applicable

(1)   Fair value measurement

The Group measures equity instruments investments at fair value on each balance sheet date. The fair value is a price received by the market participants from selling an asset or paid by them for transferring a liability during orderly transaction at the measurement date.

For the assets and liabilities measured or disclosed at fair value in the financial statements, the level of fair value to which they belong is determined according to the lowest-level input value that is significant to the fair value measurement as a whole: The first level input valve is that the input value that can be obtained on measurement date and not adjusted quoted price of same assets or liabilities in active market; second level is the input value that can be directly or indirectly observed by relevant assets or liabilities except from first-level input value; third level is the input value that can not be observed by relevant assets or liabilities.

On each balance sheet date, the Group reassesses the assets and liabilities that are recognized in the financial statements to be consistently measured at fair value to determine whether to shift between levels of fair value measurement.

(2)   Share buy-backs

The consideration and transaction costs are paid for repurchasing equity instruments to reduce shareholders’ equity. Apart from share-based payments, the issuance (including refinancing), buy-back, sale, or cancellation of equity instruments are accounted for as changes in equity.

(3)   Distribution of profits

The cash dividends of the Company are recognized as liabilities after approval by the Shareholders’ Meeting.

(4)   Significant accounting estimates

In line with historical experience and other factors including the reasonable anticipation for future events, the Group shall make continuous evaluation for main accounting estimates and assumptions.

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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Impairment of financial instruments

The Group uses the expected credit loss model to evaluate the impairment of financial instruments.It requires significant judgment and estimation, and taking into account all reasonable and based information, including forward-looking information for the application of the expected credit loss model. In making these judgments and estimates, the Group combines historical repayment data with factors such as economic policies, macroeconomic indicators, industry risks, and other factors to assess the expected changes in credit risk of the debtors. Differences in estimates may have an impact on the provision for Impairment. A provision for impairment may not be equal to the actual amount of impairment losses in the future.

Impairment of non-current assets other than financialassets (goodwill)

On the income statement date, the Group judges whether there are any signs of possible impairment of non-current assets other than financial assets. For intangible assets with uncertain useful life, in addition to the annual impairment test, when there is any indication of impairment, the impairment test is also carried out. Other non-current assets excluding financial assets are tested for impairment when there is an indication that the carrying amount is not recoverable. When the book value of an asset or asset group is higher than the recoverable amount, that is, the higher of the net amount remained after the disposal expenses are deducted from the fair value and the present value of the estimated future cash flow, it indicates that impairment has occurred. The net amount after the fair value deducts the disposal expenses is determined by reference to the sales agreement price of the similar assets in the fair trade or the observable market price deducts the incremental cost directly attributable to the disposal of the assets. When estimating the present value of future cash flow, the Management must estimate the estimated future cash flow of the asset or asset group and select an appropriate discount rate to determine the present value of future cash flow. Refer to Note VII, 74 of this section for details.

Impairment of goodwill

The Group determines whether goodwill is impaired at least on an annual basis. It requires that the present value of the future cash flow of the asset group or portfolio of asset groups allocated with goodwill be estimated. When estimating the present value of future cash flows, the Group needs to estimate the cash flows generated by future asset groups or combinations of asset groups, and select an appropriate discount rate to determine the present value of future cash flows. Refer to Note VII, 30 of this section for details.

Fair value of non-listed equity investments

Valuation of non-listed equity investments is performed using the market approach model, based on assumptions not supported by observable market prices or rates. This requires the Group to make estimates regarding credit risk, volatility, discount rates, liquidity discount, and the selection of comparable companies under the market approach, thereby involving uncertainties.

Deferred tax asset

Deferred income tax assets shall be recognized for all unused deductible losses to the extent that it is probable that there will be sufficient taxable income to offset the deductible losses. This requires the Management to use substantial judgments to estimate the time and amount of future taxable income and adopt the tax planning strategies to determine the amount of deferred income tax assets that should be recognized.

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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Reward points

The Group estimates a reasonable selling price for reward points separately, taking into account all relevant information, including the ability of customers to redeem reward points for free goods or enjoy discounts on goods, as well as the likelihood of customers exercising their redemption rights in order to allocate the consideration under the contracts. When estimating the likelihood of customers exercising their redemption rights, the Group conducts a comprehensive analysis based on historical data on point redemptions, current point redemption activities, and considerations of customer behavior and market trends in the future. The Group reassesses the estimated redemption rate of reward points at least on each balance sheet date and calculates the amount of revenue to be recognized and the amount of balances related to reward points based on the results of the reassessment.

Assessment of constraints on variable consideration

When estimating variable consideration, the Group considers all information reasonably available, including historical, current, and forecasted information, to estimate the range of possible amounts of consideration that may occur and their respective probabilities within a reasonable range. The transaction price including the variable consideration shall not exceed the amount that the accumulated recognized income is likely not to have a significant reversal when the relevant uncertainty is eliminated. When assessing the elimination of uncertainty related to variable consideration, the Group considers the likelihood of revenue reversal and the proportion of the amount that is not reasonably expected to be significant when determining whether cumulative revenue already recognized may be subject to a significant reversal. On each balance sheet date, the Group reassesses the contingent consideration amount, including reassessing the estimates related to contingent consideration, to reflect the circumstances existing at the end of the reporting period and any changes that occurred during the reporting period.

Incremental borrowing rate for lessee

For leases where the lease interest rate cannot be determined, the Group takes the incremental borrowing rate of the lessee as the discount rate to calculate the present value of lease payments. When determining the incremental borrowing rate, the Group considers observable rates in the economic environment as the reference basis and makes adjustments based on its own circumstances, the nature of the leased asset, the lease term, and the lease liability amount to derive the applicable incremental borrowing rate.

44.  Changes in significant accounting policiesand accounting estimate

(1) Significant accounting policy changes
¨ Applicable Not applicable
--- --- --- ---
(2) Significant accounting estimate changes
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3) Adjustments to the financial statements related to the first-time adoption of new accounting standards or interpretations, applicable from 2022 or later
--- ---
¨ Applicable Not applicable
--- --- --- ---

45.  Others

¨ Applicable Not applicable
– 241 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

VI. Taxes

1.    Main tax categories andtax rates

Main tax categories and tax rates

Applicable ¨ Not applicable
Type of tax Taxation basis Tax rate
--- --- ---
VAT Taxable income 13%, 9%, 6%, 5%, 0%
Urban maintenance and construction tax Actually paid turnover tax 7%, 5%
Corporate Income Tax Taxable income 25%, 20%, 16.5%,15%, 8.25%, 0%
Housing property tax Housing property original value, rental income 1.2%, 12%
Extra charges for education and local extra charges for education Actually paid turnover tax 3%, 2%

Note1:  Sales of consumables, vegetables, some meat, poultry, eggs, and other items are subject to tax exemption policies; the VAT rate for warehousing services and other ancillary services is 6%; the VAT rate for rental income is 9%, and if a simplified collection method is applicable, the collection rate is 5%; the VAT rate for taxable sales of fruits, seafood, some dry goods, grains, edible oils, dairy products, and other agricultural products is 9%, and the VAT rate for taxable sales of other goods is 13%.

Note2:  Self-use properties are taxed based on a certain percentage of the original value of the property, with a tax rate of 1.2%; rental properties are taxed based on rental income, with a tax rate of 12%.

Explanations shall be disclosed for different taxpayers for tax rate of enterprise income tax

Applicable ¨ Not applicable
Name of taxpayer Income<br><br> tax rate
--- --- ---
(%)
Chongqing Yonghui Superstores Co., Ltd. 15
Guizhou Yonghui Superstores Co., Ltd. 15
Yunnan Yonghui Superstores Co., Ltd. 15
Guangxi Yonghui Superstores Co., Ltd. 15
Yonghui Logistics Co., Ltd. 15
Xizang Yonghui Superstores Co., Ltd. 15
Guansu Yonghui Superstores Co., Ltd. 15
Qinghai Yonghui Superstores Co., Ltd. 15
Yonghui Yunjin Technology Co., Ltd. 15
Sichuan Yonghui Store Co., Ltd. 15
Chengdu Yonghui Business Development Co., Ltd. 15
Shaanxi Yonghui Superstores Co., Ltd. 15
Fuping Yunshang Supply Chain Management Co., Ltd. 15
Ningxia Yonghui Superstores Co., Ltd. 15
Yonghui Qinghe Business Factoring (Chongqing) Co., Ltd. 15
Guizhou Yonghui Logistics Co., Ltd. 15
Beijing Yonghui Technology Co., Ltd. 15
Fuping Yonghui Modern Agricultural Development Co., Ltd. 0
Gansu Minxian Yonghui Agricultural Development Co., Ltd. 0
Yonghui Holdings Co., Ltd. 16.5,<br> 8.25
LOHAS Life International Business Co., Ltd. 16.5
Ningbo Xinzhi Investment Co., Ltd. 20
Ruilingtong Marketing Services (Shanghai) Co., Ltd. 20
Shanghai Yinjie International Trade Co., Ltd. 20
Chongqing Boyuan Xunke Technology Co., Ltd. 20
Yunnan Fuping Yunshang Supply Chain Management Co., Ltd. 20
Hainan Fuli Supply Chain Management Co., Ltd. 20
Hubei Fuhan Supply Chain Management Co., Ltd. 20
– 242 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Name of taxpayer Income<br> <br> tax rate
--- --- ---
(%)
Ningbo Xinguan Investment Co., Ltd. 20
Hebei Yuanxiaoji Technology Development Co., Ltd. 20
Fujian Yonghui Commercial Co., Ltd. 20
Fujian Yonghui Import and Export Trade Co., Ltd. 20
Xiangxin Investment Fund Management Co., Ltd. 20
Sichuan Yunfu Supply Chain Management Co., Ltd. 20
Beijing Fujing Supply Chain Management Co., Ltd. 20
Chongqing Fuping Supply Chain Management Co., Ltd. 20
Shanghai Yunfu Supply Chain Management Co., Ltd. 20
Zhejiang Yunfu Supply Chain Management Co., Ltd. 20
Shaanxi Fuping Supply Chain Management Co., Ltd. 20
Anhui Fuwan Supply Chain Management Co., Ltd. 20
Xinjiang Fuchi Supply Chain Management Co., Ltd. 20

**2.**Taxpreference

Applicable ¨ Not applicable

Note1:   According to the Announcement on Extending the VAT Preferential Policies for Cultural and Educational Products by the Ministry of Finance and the State Taxation Administration (CS [2021] No. 10), value added tax on wholesale and retail sales of books is exempted from January 1, 2021 to December 31, 2023.

Note2:  According to the Announcement on Exemption of VAT on Vegetable Circulation Link issued by the Ministry of Finance and the State Taxation Administration (CS [2011] No. 137), VAT on vegetable circulation link has been exempted since January 1, 2012.

Note3:  According to the Notice on Exempting VAT on Certain Fresh Meat and Egg Products in Agricultural Product Wholesale and Retail by the Ministry of Finance and the State Taxation Administration (CS [2012] No. 75), value added tax on certain fresh meat and egg products sold by taxpayers engaged in agricultural product wholesale and retail is exempted from October 1, 2012.

Note4: Subsidiary companies of the Company, including Chongqing Yonghui Superstores Co., Ltd., Guizhou Yonghui Superstores Co., Ltd., Yunnan Yonghui Superstores Co., Ltd., Guangxi Yonghui Superstores Co., Ltd., Yonghui Logistics Co., Ltd., Xizang Yonghui Superstores Co., Ltd., Gansu Yonghui Superstores Co., Ltd., Qinghai Yonghui Superstores Co., Ltd., Sichuan Yonghui Superstores Co., Ltd., Chengdu Yonghui Commercial Development Co., Ltd., Shaanxi Yonghui Superstores Co., Ltd., Fuping Yunshang Supply Chain Management Co., Ltd., Ningxia Yonghui Superstores Co., Ltd., and Guizhou Yonghui Logistics Co., Ltd., enjoy preferential enterprise income tax policies, with enterprise income tax being levied at a rate of 15% from January 1, 2011 to December 31, 2030 according to the relevant provisions of the Ministry of Finance, General Administration of Customs, and the State Taxation Administration regarding deepening the implementation of tax policies related to the development of the Western Development Strategy (CS [2011] No. 58), Announcement on Enterprise Income Tax Issues Concerning the Implementation of the Western Development Strategy by the State Taxation Administration (State Taxation Administration Announcement No. 12 of 2012), and Announcement on Extending Enterprise Income Tax Policies for the Western Development Strategy (Ministry of Finance Announcement No. 23 of 2020).

Note5: The subsidiary companies, Fuping Yonghui Modern Agriculture Development Co., Ltd., and Gansu Minxian Yonghui Agriculture Development Co., Ltd. are eligible for the preferential policy of exempting corporate income tax on primary agricultural products processing and production in accordance with the relevant provisions in Article 86 of the Implementation Regulations of the Enterprise Income Tax Law of the People’s Republic of China (State Council Order No. 512).

Note6: Subsidiary companies of the Company, including Ningbo Xinzhi Investment Co., Ltd., Ruilingtong Marketing Services (Shanghai) Co., Ltd., Shanghai Yinjie International Trade Co., Ltd., Chongqing Boyuan Xunke Technology Co., Ltd., Chongqing Fuping Supply Chain Management Co., Ltd., Yunnan Fuping Yunshang Supply Chain Management Co., Ltd., Hainan Fuli Supply Chain Management Co., Ltd., Hubei Fuhan Supply Chain Management Co., Ltd., Ningbo Xinguan Investment Co., Ltd., and Hebei Yuanxiaoji Technology Development Co., Ltd, Fujian Yonghui Commercial Co., Ltd., Fujian Yonghui Import and Export Trade Co., Ltd., Xiangxin Investment Fund Management Co., Ltd., Sichuan Yunfu Supply Chain Management Co., Ltd., Beijing Fujing Supply Chain Management Co., Ltd, Shanghai Yunfu Supply Chain Management Co., Ltd., Zhejiang Yunfu Supply Chain Management Co., Ltd., Shaanxi Fuping Supply Chain Management Co., Ltd., Anhui Fuwan Supply Chain Management Co., Ltd., and Xinjiang Fuchi Supply Chain Management Co., Ltd., enjoy preferential enterprise income tax policies according to the Announcement of the State Taxation Administration on Matters Concerning the Implementation of Supportive Tax Policies for the Development of Small and Micro-profit Enterprises and Individuals (Announcement No. 8 of the State Taxation Administration in 2021). For small and micro-profit enterprises, 12.5% of the annual taxable income not exceeding RMB1 million is deducted and taxed at a rate of 20%. According to the Announcement of the Ministry of Finance and State Administration of Taxation on Further Implementation of Preferential Policies for Small and Micro Enterprises Income Tax (Announcement No. 13 of 2022 of the Ministry of Finance and the State Administration of Taxation), for small and micro-profit enterprises with an annual taxable income exceeding RMB1 million but not exceeding RMB3 million, a reduction of 25% shall be included in the taxable income, and the enterprise income tax shall be paid at a rate of 20%.

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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Note7: The subsidiary companies of the Company are subject to the two-tier profit tax system as announced in the 2017 Policy Address, in accordance with the 2018 Inland Revenue (Amendment) (No. 3) Bill of the Hong Kong Special Administrative Region Government. The two-tier profit tax system applies to taxable years starting on or after April 1, 2018. For the first HKD2 million of assessable profits of a corporation, the tax rate will be reduced to 8.25%. Any profits thereafter will continue to be taxed at 16.5%. The two-tier profit tax system will benefit eligible enterprises with assessable profits, regardless of their size. To ensure that eligible enterprises are mainly small and medium-sized enterprises, only one related enterprise can be nominated for the benefits. The subsidiary company, Yonghui Holdings Limited, meets the above requirements and will be subject to the two-tier tax rates of 8.25% and 16.5%. The sub-subsidiary, LOHAS Life International Business, will be subject to the tax rate of 16.5%.

*Note8:*In accordance with the “Management Measures for the Recognition of High-tech Enterprises” (GKFH [2016] No. 32) and the “Guidelines for the Management of High-tech Enterprise Recognition” (GKFH [2016] No. 195) regulations, Yonghui Yunjin Technology Co., Ltd. was approved and certified as a high-tech enterprise on October 12, 2022, by the Chongqing Municipal Science and Technology Bureau, Chongqing Municipal Finance Bureau, and Chongqing Municipal Taxation Bureau of the State Taxation Administration, and obtained the “High-tech Enterprise Certificate” (Number: GR202251100313). The qualification is valid for 3 years, and the preferential period for enterprise income tax is from January 1, 2022 to December 31, 2024. During the qualification period, the company is entitled to enjoy the preferential policy of paying enterprise income tax at a reduced rate of 15%.

Note9: In accordance with the “Management Measures for the Recognition of High-tech Enterprises” (GKFH [2016] No. 32) and the “Guidelines for the Management of High-tech Enterprise Recognition” (GKFH [2016] No. 195) regulations, Beijing Yonghui Technology Co., Ltd. was approved and certified as a high-tech enterprise on November 2, 2022, by the Beijing Municipal Science and Technology Bureau, Beijing Municipal Finance Bureau, and Beijing Municipal Taxation Bureau of the State Taxation Administration, and obtained the “High-tech Enterprise Certificate” (Number: GR202211002597). The qualification is valid for 3 years, and the preferential period for enterprise income tax is from January 1, 2022 to December 31, 2024. During the qualification period, the company is entitled to enjoy the preferential policy of paying enterprise income tax at a reduced rate of 15%.

3.    Others

¨ Applicable Not applicable

VII. Notes to Items of Consolidated Financial Statements

1.    Monetary funds

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Closing<br> balance Opening<br> balance
Cash in hand 79,642,654.48 72,596,557.48
Bank deposit 6,968,854,377.60 8,462,314,974.49
Other monetary funds 567,443,680.14 628,216,208.25
Total 7,615,940,712.22 9,163,127,740.22
Including: total amount of deposit abroad 28,101,300.32 17,321,750.74

Other disclosures

(1) The year-end cash mainly represents<br> the sales funds not yet deposited in banks by each store at year-end.
(2) The funds held overseas at year-end<br> represent funds held overseas by the subsidiaries Yonghui Holdings Co., Ltd., Yonghui<br> Japan Co., Ltd., and LOHAS Life International Business Co., Ltd.
--- ---
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APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(3) As of December 31, 2022, the restricted<br> cash balance of the Group amounted to RMB114,492,314.03 (2021: RMB452,918,396.74), see Note<br> VII, 83.
--- ---
(4) Interest income is derived from bank<br> current deposits at the prevailing interest rate. The term of fixed-term fixed deposits is<br> determined based on the cash needs of the Group, and interest income is earned at the corresponding<br> interest rate of the bank fixed deposits.
--- ---
(5) Other cash and cash equivalents, excluding<br> deposits, mainly consist of on-hold funds, including card swipe income from POS machines<br> at the stores, card swiping income from bank card payments via the APP, and balances in APP<br> accounts such as WeChat, which have not yet been transferred to the bank accounts of the<br> Group.
--- ---

2.    Loans and advances

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Total amount of loans and advances 895,062,185.85 814,617,180.15
Among which:
1. Amount of loans and advances due within one year 863,287,777.35 621,955,079.39
Less: Provision for loan losses due within one year 45,216,735.85 53,148,824.03
Net value of loans and advances due within one year 818,071,041.50 568,806,255.36
2. Amount of loans and advances due after one year 92,460,829.15 249,554,238.37
Less: Provision for loan losses due after one year 15,469,684.80 3,743,313.58
Net value of loans and advances due after one year 76,991,144.35 245,810,924.79

Note:    The loans and advances represent corporate loans and advances, consumer credit, etc. provided by Yonghui Small Loans Co., Ltd., a sub-subsidiary  of the Group.

The changes in the provision for loan losses are as follows:

Provision Provision
Opening made in this written-off in Closing
balance year this year balance
Year 2022 56,892,137.61 45,246,646.85 41,452,363.81 60,686,420.65
Year 2021 55,332,450.51 75,322,082.56 73,762,395.46 56,892,137.61
3. Trading financial assets
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency:RMB

Items Closing balance Opening balance
Financial assets measured at<br> fair value with changes included in current profits and losses 890,826,719.10 1,560,917,920.71
Among which:
Equity instrument investment 413,458,695.23 1,234,713,554.16
Fund products 477,368,023.87 326,204,366.55
Total 890,826,719.10 1,560,917,920.71
– 245 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Other notes:

Applicable ¨ Not<br> applicable

Trading financial assets mainly consist of fund products, stocks, asset management products, and wealth management products purchased during the year.

4. Derivative financial assets
¨ Applicable Not<br> applicable
--- --- --- ---
5. Notes receivable
--- ---
(1) Category of notes receivable
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(2) Notes receivable secured by the company at the end of period.
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(3) Undue closing notes receivable before balance sheet date that endorsed or discounted by the Company
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(4) Notes adjusted by the Company to accounts receivable due to default of the drawer at the end of period
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(5) Classification and disclosure by bad debt provision
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---

Provision of bad debts due to specific consideration:

¨ Applicable Not<br> applicable

Provision of bad debts using provision matrix:

¨ Applicable Not<br> applicable

If bad debt provision is provided based on the expected credit loss general model, please refer to the disclosure of other receivables:

¨ Applicable Not<br> applicable
(6) Provision for bad debts
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(7) Notes receivable actually verified and canceled of current period
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---

Other disclosures

¨ Applicable Not<br> applicable
– 246 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
6. Factoring receivable
--- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Factoring receivable 715,364,593.55 1,477,389,559.46
Less: bad debt provision 76,237,912.99 65,934,194.43
Total 639,126,680.56 1,411,455,365.03
Note: The balance<br> of accounts receivable from factoring is formed by the sub-subsidiary Yonghui Qinghe Commercial<br> Factoring (Chongqing) Co., Ltd. engaging in factoring business.
--- ---
(1) Disclosure by category
--- ---
December 31, 2022
--- --- --- --- --- --- --- --- ---
Bad debt
Items Amount Ratio provision Net amount
%
Accounts receivable from factoring<br> with recourse 715,364,593.55 100.00 76,237,912.99 639,126,680.56
December 31, 2021
--- --- --- --- --- --- --- --- ---
Bad debt
Items Amount Ratio provision Net amount
%
Accounts receivable from factoring<br> with recourse 1,477,389,559.46 100.00 65,934,194.43 1,411,455,365.03
(2) Provisioned for, recovered<br> or reversed bad debt of current term
--- ---

Unit: Yuan Currency: RMB

Allowance for
doubtful
Items accounts
January 1, 2022 65,934,194.43
Provision made in this year 12,734,502.35
Provision written-off in this year 2,430,783.79
December 31, 2022 76,237,912.99
7. Accounts receivable
--- ---
(1) Disclosure by aging
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing book
Aging balance
Within 1 year 513,809,042.91
Sub-total within one year 513,809,042.91
1-2 years 30,520,920.71
2-3 years 37,491,593.67
Over 3 years 21,016,298.88
Total 602,837,856.17
– 247 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(2) Classification and disclosure by bad debt provision
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Closing balance Opening balance
Book balance Bad debt provision Book balance Bad debt provision
Proportion Proportion
of bad-debt of bad-debt
Category Amount Proportion Amount provision Carrying value Amount Proportion Amount provision Carrying value
(%) (%) (%) (%)
Provision<br> made on an individual basis 1,894,322.62 0.31 1,894,322.62 100.00 1,894,322.62 0.36 1,894,322.62 100.00
Provision<br> made on a collective basis 600,943,533.55 99.69 70,332,602.42 11.70 530,610,931.13 530,137,127.24 99.64 53,136,897.40 10.02 477,000,229.84
Among<br> which:
Portfolio<br> 1
Accounts<br> receivable from sales 334,400,257.07 55.48 33,922,557.08 10.14 300,477,699.99 371,214,525.69 69.77 25,335,691.17 6.83 345,878,834.52
Supplier<br> service fees and rentals 174,574,704.04 28.96 31,212,180.54 17.88 143,362,523.50 129,366,361.61 24.31 25,256,896.17 19.52 104,109,465.44
Construction<br> payment 11,117,786.51 1.84 4,389,356.94 39.48 6,728,429.57 6,467,449.86 1.22 2,313,422.16 35.77 4,154,027.70
Portfolio<br> 2
Accounts<br> receivable from affiliated parties 80,850,785.93 13.41 808,507.86 1.00 80,042,278.07 23,088,790.08 4.34 230,887.90 1.00 22,857,902.18
Total 602,837,856.17 / 72,226,925.04 / 530,610,931.13 532,031,449.86 / 55,031,220.02 / 477,000,229.84
– 248 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Provision of bad debts due to specific consideration:

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Closing balance
Proportion
Book Bad debt of bad-debt Reasons for
Name balance provision provision provision
(%)
SHANGHAI MATEY TRADE CO., LTD 1,894,322.62 1,894,322.62 100.00 Expected not to be recovered
Total 1,894,322.62 1,894,322.62 100.00 /

Explanation for individual bad debt provision:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

Applicable ¨ Not applicable

Combined provision items: Combination 1

Unit: Yuan Currency: RMB

Closing balance
Proportion of
Account Bad debt bad-debt
Name receivable provision provision
(%)
Within 1 year 433,501,439.52 23,341,632.62 5.38
1-2 years 30,117,159.96 8,522,466.85 28.30
2-3 years 37,476,091.85 18,661,938.80 49.80
Over 3 years 18,998,056.29 18,998,056.29 100.00
Total 520,092,747.62 69,524,094.56 13.37

Validation standards and specifications of combined bed-debt provision based:

¨ Applicable Not applicable

Combined provision items: Combination 2

Unit: Yuan Currency: RMB

Closing balance
Proportion
Account Bad debt of bad-debt
Name receivable provision provision
(%)
Accounts receivable from affiliated<br> parties 80,850,785.93 808,507.86 1.00
Total 80,850,785.93 808,507.86 1.00

Validation standards and specifications of combined bed-debt provision based:

¨ Applicable Not applicable
– 249 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

If bad debt provision is provided based on the expected credit loss general model, please refer to the disclosure of other receivables:

¨ Applicable Not Applicable
(3) Provision for bad debts
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase and decrease of current period
Provision
Opening Recovered or Charge-off or Other Closing
Category balance Provision Reversed write-off changes balance
Bad debt provision for accounts<br> receivable 55,031,220.02 51,594,949.34 7,156,327.86 27,242,916.46 72,226,925.04
Total 55,031,220.02 51,594,949.34 7,156,327.86 27,242,916.46 72,226,925.04

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Not applicable
(4) Accounts receivable actually written off in the current period
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Write-off
Items amount
Accounts receivable actually<br> written off 27,242,916.46

Significant write-off of accounts receivable during the year

¨ Applicable Not applicable

Descriptions for verification and write-off of receivables:

¨ Applicable Not applicable
(5) Receivables with the closing balance ranked among the first five that are collected by the debtor
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Proportion in
the total closing Closing
balance of balance of
Closing accounts bad-debt
Unit name balance receivable provision
(%)
Client I 59,362,623.65 9.85 593,626.24
Client II 41,382,712.70 6.86 2,437,045.97
Client III 37,347,447.87 6.20 1,867,372.39
Client IV 16,055,087.75 2.66 802,754.39
Client V 14,489,642.29 2.40 144,896.42
Total 168,637,514.26 27.97 5,845,695.41
– 250 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(6) Receivables terminated to recognize due to financial assets transfer
--- ---
¨ Applicable Not applicable
--- --- --- ---
(7) Amount of assets and liabilities formed by transfer and continuous involvement of receivables
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
8. Receivables financing
--- ---
¨ Applicable Not applicable
--- --- --- ---
9. Prepayments
--- ---
(1) Advance payments listed according to aging
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing balance Opening balance
Aging Amount Proportion Amount Proportion
(%) (%)
Within 1 year 1,160,134,121.11 83.51 1,615,621,832.61 81.91
1-2 years 130,727,746.76 9.41 194,321,731.94 9.85
2-3 years 37,574,616.93 2.70 85,736,781.60 4.35
Over 3 years 60,798,870.99 4.38 76,640,364.08 3.89
Total 1,389,235,355.79 100.00 1,972,320,710.23 100.00

Reasons for untimely settlement of advance payment that has aging of over one year and of significant amount:

Prepayments with an age of more than 1 year are mainly prepayment for goods.

(2) Prepayments for the top five ending balances categorized by prepayment object
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Proportion in
the total
closing
Closing balance of
Unit name balance prepayments
(%)
Supplier I 88,943,000.85 6.40
Supplier II 38,069,272.82 2.74
Supplier III 31,062,845.01 2.24
Supplier IV 27,304,025.99 1.97
Supplier V 26,171,757.27 1.88
Total 211,550,901.94 15.23

Other disclosures

¨ Applicable Not applicable
– 251 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
10. Other receivables
--- ---

Itemized list

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Closing Opening
Items balance balance
Interest receivable 770,879.94 201,536.05
Other receivables 648,905,448.81 742,167,792.38
Total 649,676,328.75 742,369,328.43

Other notes:

¨ Applicable Not applicable

Interest receivable

(1) Classification of interest receivable
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing Opening
Items balance balance
Interest on small loans 770,879.94 201,536.05
Total 770,879.94 201,536.05
1. Significant overdue interest
--- ---
¨ Applicable Not applicable
--- --- --- ---
2. Provision of bad debts
--- ---
(2) Significant overdue interest
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3) Provision for bad debts recognized
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
(4) Dividends receivable
--- ---
¨ Applicable Not applicable
--- --- --- ---
(5) Significant dividends receivable with more than one-year aging
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 252 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(6) Provision for bad debts recognized
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable

Other receivables

(7) Disclosure by aging
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing book
Aging balance
Within 1 year 189,582,745.46
Sub-total within one year 189,582,745.46
1-2 years 80,312,625.85
2-3 years 79,907,022.43
Over 3 years 384,331,646.14
Total 734,134,039.88
(8) Classification by nature of payment
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing book Opening book
Nature of payment balance balance
Various types of deposits and guarantees receivable 562,493,581.63 612,708,570.56
Purchases and store petty cash payments 84,160,245.08 110,940,830.98
Receivables from affiliated parties 13,826,983.71 13,288,531.51
Other receivables 73,653,229.46 75,357,211.29
Total 734,134,039.88 812,295,144.34
(9) Provision of bad debts
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Phase I Phase II Phase III
Bad debt provision Expected credit <br><br> loss over the <br> next 12 months Expected credit <br><br> loss within the <br> whole duration <br> (no credit <br> impairment <br> occurred) Expected credit<br><br> loss within the <br> whole duration<br> (credit<br> impairment <br> incurred) Total
Balance as at January 1, 2022 8,778,503.30 777,990.75 60,570,857.91 70,127,351.96
Balance as of January 1, 2022 in the current period
– Transferred to Phase II -70,841.08 70,841.08
– Transferred to Phase III -611,473.09 611,473.09
– Reversed to Phase II
– Reversed to Phase I
– 253 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Phase I Phase II Phase III
--- --- --- --- --- --- --- --- ---
Bad debt provision Expected credit <br><br> loss over the <br> next 12 months Expected credit <br><br> loss within the <br> whole duration <br> (no credit <br> impairment <br> occurred) Expected credit loss<br> within the <br> whole duration<br> (credit<br> impairment <br> incurred) Total
Provision of the current period 6,258,407.30 1,075,469.79 14,898,867.48 22,232,744.57
Provision reversed in current period 4,691,877.08 4,691,877.08
Charge-off of the current period
Write-off of the current period 2,439,628.38 2,439,628.38
Other changes
Balance as at December 31, 2022 10,274,192.44 1,312,828.53 73,641,570.10 85,228,591.07

Explanation of significant changes in the book value of other receivables with provision changes in the current period:

¨ Applicable Not<br> applicable

Basis for provision for bad debt and assessment of significant increase in credit risk of financial instruments during the period:

¨ Applicable Not<br> applicable
(10) Provision for bad debts
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase and decrease of current period
Provision
Opening Recovered Charge-off or Other Closing
Category balance Provision or Reversed write-off changes balance
Bad-debt provision for other<br> receivables 70,127,351.96 22,232,744.57 4,691,877.08 2,439,628.38 85,228,591.07
Total 70,127,351.96 22,232,744.57 4,691,877.08 2,439,628.38 85,228,591.07

Significant reversal or recovery of bad-debt provision of current year is:

¨ Applicable Not<br> applicable
(11) Other receivables actually verified and canceled of current period
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Write-off
Items amount
Other receivables actually written off 2,439,628.38

Where the other receivables written off is important:

¨ Applicable Not<br> applicable
– 254 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Descriptions for verification and write-off of other receivables:

¨ Applicable Not<br> applicable
(12) Other receivables of top five companies with the greatest closing amount based on the debtor’s categorizing
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Proportion
in total
closing Closing
balance balance of
Closing of other bad-debt
Unit name Nature of receivable balance Aging receivables provision
(%)
Client I Various types of deposits and guarantees receivable 54,750,000.00 Over 3 years 7.46 547,500.00
Client II Various types of deposits and guarantees receivable 24,000,000.00 Over 3 years 3.27 240,000.00
Client III Other receivables 16,972,427.96 Over 3 years 2.31 16,972,427.96
Client IV Receivables from affiliated parties 12,944,531.11 2-3 years 1.76 12,944,531.11
Client V Various types of deposits and guarantees receivable 10,000,000.00 1-2 years 1.36 100,000.00
Total / 118,666,959.07 / 16.16 30,804,459.07
1. Accounts receivable involving governmental subsidies
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
2. Other receivables with terminated confirmation due to financial assets<br> transfer
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
3. Amount of assets and liabilities formed through transfer of other accounts<br> receivable and continuous involvement
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(13) Receivables related to government subsidy
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(14) Other receivables derecognized due to transfer of financial assets
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(15) Capital and liabilities formed after other accounts receivable transfer and continuous involvement
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---

Other notes:

¨ Applicable Not<br> applicable
– 255 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
11. Inventories
--- ---
(1) Inventory classification
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

**** Closing balance Opening balance
Provision for Provision for
inventory inventory
depreciation or depreciation or
provision for provision for
impairment impairment
of contract of contract
Item Book balance fulfilling costs Carrying value Book balance fulfilling costs Carrying value
Raw material 8,304,623.79 8,304,623.79 6,493,421.17 6,493,421.17
Inventory goods 10,419,571,039.89 10,419,571,039.89 10,740,019,264.38 10,740,019,264.38
Low-cost consumables 38,713,833.46 38,713,833.46 44,978,521.31 44,978,521.31
Total 10,466,589,497.14 10,466,589,497.14 10,791,491,206.86 10,791,491,206.86
(2) Provision for inventory depreciation or provision for impairment of contract fulfilling costs
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(3) Explanation for ending balance of inventories containing capitalized borrowing expense
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(4) Explanation for the current amortization amount of contract performance cost
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---

Other disclosures

¨ Applicable Not<br> applicable
12. Contract assets
--- ---
(1) Contract assets
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(2) Significant changes in the carrying value during the reporting period and the reasons
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(3) Provision of impairment losses of contract assets of the current period
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---

If bad debt provision is provided based on the expected credit loss general model, please refer to the disclosure of other receivables:

¨ Applicable Not<br> applicable
– 256 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Other notes:

¨ Applicable Not<br> applicable
13. Available-for-sale assets
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
14. Non-current assets due within one year
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing<br> balance Opening<br> balance
Finance lease receivable due within one year 43,534,741.35 41,563,339.26
Total 43,534,741.35 41,563,339.26

End-of-year significant creditor investments and other creditor investments

¨ Applicable Not<br> applicable
15. Other current assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing<br> balance Opening<br> balance
Input tax to be certified 1,267,353,243.41 1,644,071,966.91
Input tax to be deducted 187,562,364.10 294,935,904.60
Advance income tax 36,129,348.48 44,161,141.25
Advance payment of other taxes 2,801,052.91 2,262,183.27
Total 1,493,846,008.90 1,985,431,196.03
16. Creditor investments
--- ---
(1) Creditor investments
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(2) End-of-year significant creditor investments
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(3) Impairment provision recognized
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---

Basis for provision for impairment and assessment of significant increase in credit risk of financial instruments during the period

¨ Applicable Not<br> applicable

Other disclosures

¨ Applicable Not<br> applicable
– 257 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
17. Other creditor investments
--- ---
(1) Other creditor investments
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(2) End-of-year significant other creditor investments
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(3) Impairment provision recognized
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---

Basis for provision for impairment and assessment of significant increase in credit risk of financial instruments during the period

¨ Applicable Not<br> applicable

Other notes:

¨ Applicable Not<br> applicable
18. Long-term receivables
--- ---
(1) Long-term receivables
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing balance Opening balance
Bad debt Carrying Bad debt Carrying Discount
Items Book balance provision value Book balance provision value rate interval
Finance lease outlay 264,650,510.99 264,650,510.99 73,044,056.84 73,044,056.84 4.35%-4.90%
Including: unrealized financing income 62,304,995.06 62,304,995.06 17,551,350.54 17,551,350.54
Total 264,650,510.99 264,650,510.99 73,044,056.84 73,044,056.84 /
(2) Provision for bad debts recognized
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---

Basis for provision for bad debt and assessment of significant increase in credit risk of financial instruments during the period:

¨ Applicable Not<br> applicable
(3) Long-term derecognized receivables caused by transfer of financial assets
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(4) Amount of assets and liabilities formed through transfer of long-term receivables and continuous involvement
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---

Other disclosures

¨ Applicable Not<br> applicable
– 258 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
19. Long-term equity investments
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase/decrease in the current period
Investment
profit and<br> loss Other Distribution Closing
recognized comprehensive of cash Provision<br> of balance of
Increased Decreased with the income Other equity dividends impairment End of the provision for
Investee Opening balance investment investment equity method adjustments changes or profits losses Others period Balance impairment
I. Cooperative<br> enterprises
Yonghui<br> Fresh Food Development Co., Ltd. 156,722,946.25 -108,103,528.11 48,619,418.14
Subtotal 156,722,946.25 -108,103,528.11 48,619,418.14
II. Joint<br> ventures
Zhongbai<br> Holdings Group Co., Ltd. (“Zhongbai Group”) (Note 1) 1,316,000,000.00 -872,723,474.48 -54,542,383.42 17,363,049.54 406,097,191.64 169,731,374.09
Chengdu<br> Hongqi Chain Co., Ltd. (“Hongqi Chain”) 1,948,635,465.55 101,990,525.37 -3,998,400.00 2,046,627,590.92
Fujian<br> OneBank Co., Ltd. (“OneBank”) 603,152,265.98 9,633,586.03 -866,721.55 611,919,130.46
Xiangcun<br> Gaokao Agricultural Co., Ltd. 286,190,547.42 -36,363,802.38 -196,826,745.04 53,000,000.00 356,747,029.69
Fujian<br> Minwei Industrial Co., Ltd. (Note 2) 86,168,800.44 9,580,006.06 10,825,936.22 106,574,742.72
Fujian<br> Xingyuan Agricultural and Animal Husbandry Technology Co., Ltd. 75,656,383.35 -13,784,923.21 61,871,460.14
Beijing<br> Friendship Messenger Trading Co., Ltd. 51,851,641.23 34,331,932.13 -24,300,000.00 61,883,573.36
Sichuan<br> Yongchuang Yaohui Supply Chain Management Co., Ltd. 20,309,611.38 10,842,346.87 31,151,958.25
Fanshiyun<br> (Beijing) Retail Technology Co., Ltd. (Note 3) 13,857,400.41 -11,637,042.57 -2,220,357.84
1233<br> International Supply Chain Management Co., Ltd. 188,857,256.00 2,100,188.93 190,957,444.93
Fujian<br> Lingyu Jinhua Brand Management Co., Ltd. 10,836,515.42 -1,326,034.96 -1,700,000.00 7,810,480.46
– 259 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Increase/decrease in the current period
--- --- --- --- --- --- --- --- --- --- --- ---
Investment
profit and loss Other Distribution Closing
recognized comprehensive of cash Provision of balance of
Increased Decreased with the income Other equity dividends impairment End of the provision for
Investee Opening balance investment investment equity method adjustments changes or profits losses Others period Balance impairment
Yunda<br> Online (Shenzhen) Technology Development Co., Ltd. 5,533,813.74 -432,535.35 5,101,278.39 3,218,259.25
Origin<br> Country Network Technology (Shanghai) Co., Ltd. 43,983.96 -34,404.51 9,579.45 4,062,445.92
Fujian<br> Enhui Technology Co., Ltd. <br>(Note 4) 601,313.39 -601,313.39
Beijing<br> Yonghui Yuanxin Health Technology Co., Ltd. 9,135,462.60 -1,177,840.90 7,957,621.70
Subtotal 4,616,830,460.87 -884,961,830.44 58,596,302.82 -866,721.55 28,188,985.76 -29,998,400.00 -196,826,745.04 3,590,962,052.42 533,759,108.95
Total 4,773,553,407.12 -884,961,830.44 -49,507,225.29 -866,721.55 28,188,985.76 -29,998,400.00 -196,826,745.04 3,639,581,470.56 533,759,108.95

Other disclosures

Note 1: In 2022, the Group reduced its stake in Zhongbai Group by<br> 19.93% through the centralized trading platform of the Shenzhen Stock Exchange. At the same time, the Group transferred out RMB17,363,049.54<br> of other equity changes arising from the decrease in the Group’s share of net assets of Zhongbai Group according to the reduction<br> ratio.
Note 2: In 2022, the other third-party shareholders of Fujian Minwei<br> Industrial Co., Ltd. fulfilled their capital injection obligations, resulting in an increase in the Group’s share of net<br> assets of Minwei Industrial Co., Ltd. and an increase in capital surplus of RMB10,825,936.22.
Note 3: In 2022, the Group signed a stock transfer agreement with<br> 4Paradigm (Beijing) Technology Co., Ltd., transferring 40% of the shares of Fanshiyun (Beijing) Retail Technology Co., Ltd.<br> held by the Group for a cash consideration of RMB16,489,443.67. After the transfer, the Group no longer holds any equity interest in<br> the Fanshiyun (Beijing) Retail Technology Co., Ltd.
Note 4: In 2022, the Group signed a stock transfer agreement with<br> a third-party individual, transferring 40% of the shares of Fujian Enhui Technology Co., Ltd. held by the Group for a cash consideration<br> of RMB601,300.00. After the transfer, the Group no longer holds any equity interest in Fujian Enhui Technology Co., Ltd.
– 260 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
20. Other equity instrument investments
--- ---
(1) Other equity instrument investments
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2) Non-trading equity instrument investments
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
21. Other non-current financial assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing<br> balance Opening<br> balance
Financial<br> assets measured at fair value with changes included in current profits and losses 3,918,000,000.00 4,100,000,000.00
Total 3,918,000,000.00 4,100,000,000.00

Other notes:

¨ Applicable Not applicable
22. Investment properties
--- ---

Measurement model for investment properties

(1) Investment properties measured at cost

Unit: Yuan Currency: RMB

Items Houses<br> and <br><br> buildings Total
I. Original book value
1. Opening balance 397,840,556.69 397,840,556.69
2. Increase in current period
3. Decrease in current period
4. Closing balance 397,840,556.69 397,840,556.69
II.<br> Accumulated depreciation and amortization
1. Opening balance 75,899,172.91 75,899,172.91
2. Increase in current period 10,807,004.14 10,807,004.14
(1) Depreciation or amortization 10,807,004.14 10,807,004.14
3. Decrease in current period
4. Closing balance 86,706,177.05 86,706,177.05
III. Provision for impairment
1. Opening balance
2. Increase in current period
3. Decrease in current period
4. Closing balance
IV. Book value
1. Closing book value 311,134,379.64 311,134,379.64
2. Opening book value 321,941,383.78 321,941,383.78
– 261 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Investment properties consisting of a partial lease of Yonghui Urban Life Plaza and Dongzhan Commercial Building.

(2) Investment properties without certificate of title
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable
23. Fixed assets
--- ---

Itemized list

Applicable ¨ Not applicable

Unit:Yuan Currency: RMB

Items Closing<br> balance Opening<br> balance
Fixed<br> assets 4,114,413,404.13 4,646,074,375.37
Total 4,114,413,404.13 4,646,074,375.37

Other notes:

¨ Applicable Not applicable

Fixed assets

(1) Fixed assets
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Houses and Machinery and Means of Electronic Tools and
Items buildings equipment transport equipment instruments Total
I.<br> Original Book Value:
1.<br> Opening balance 2,769,217,003.06 2,702,087,509.26 306,755,873.81 1,023,025,559.28 2,243,642,296.23 9,044,728,241.64
2. Increase in current period 278,057,656.44 71,652,666.27 3,126,089.81 51,321,058.94 71,711,747.48 475,869,218.94
(1) Purchase 6,138,710.04 22,998,474.53 2,864,974.77 38,918,192.20 31,751,573.81 102,671,925.35
(2) Transferred<br> from work in progress 271,918,946.40 48,654,191.74 261,115.04 12,402,866.74 39,960,173.67 373,197,293.59
3. Decrease in current period 200,770,549.33 4,606,155.04 145,989,967.96 224,428,669.17 575,795,341.50
(1) Disposal<br> or scrapping 200,770,549.33 4,606,155.04 145,989,967.96 224,428,669.17 575,795,341.50
(2) Other<br> decrease
4.<br> Closing balance 3,047,274,659.50 2,572,969,626.20 305,275,808.58 928,356,650.26 2,090,925,374.54 8,944,802,119.08
II.<br> Accumulated depreciation
1.<br> Opening balance 526,570,265.59 1,633,414,303.72 73,042,396.25 716,646,404.64 1,411,556,321.00 4,361,229,691.20
2. Increase in current period 80,755,089.91 308,221,249.61 16,275,093.31 157,476,700.38 271,517,658.11 834,245,791.32
(1) Depreciation 80,755,089.91 308,221,249.61 16,275,093.31 157,476,700.38 271,517,658.11 834,245,791.32
3. Decrease in current period 145,561,040.92 3,269,321.27 122,057,847.22 182,573,296.91 453,461,506.32
(1) Disposal<br> or scrapping 145,561,040.92 3,269,321.27 122,057,847.22 182,573,296.91 453,461,506.32
4.<br> Closing balance 607,325,355.50 1,796,074,512.41 86,048,168.29 752,065,257.80 1,500,500,682.20 4,742,013,976.20
– 262 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Items Houses<br> and<br> buildings Machinery<br> and<br><br> equipment Means<br> of <br> transport Electronic<br> <br> equipment Tools<br> and<br> instruments Total
--- --- --- --- --- --- --- --- --- --- --- --- ---
III. Provision for impairment
1. Opening balance 18,498,545.45 112,407.73 5,564,730.20 13,248,491.69 37,424,175.07
2.<br> Increase in current period 28,611,183.64 67,260.57 5,908,014.04 18,149,916.20 52,736,374.45
(1) Addition 28,611,183.64 67,260.57 5,908,014.04 18,149,916.20 52,736,374.45
3.<br> Decrease in current period 898,957.33 463.46 202,146.80 684,243.18 1,785,810.77
(1) Disposal or scrapping 898,957.33 463.46 202,146.80 684,243.18 1,785,810.77
4. Closing balance 46,210,771.76 179,204.84 11,270,597.44 30,714,164.71 88,374,738.75
IV. Book value
1. Closing book value 2,439,949,304.00 730,684,342.03 219,048,435.45 165,020,795.02 559,710,527.63 4,114,413,404.13
2. Opening book value 2,242,646,737.47 1,050,174,660.09 233,601,069.83 300,814,424.44 818,837,483.54 4,646,074,375.37
(2) Temporary idle fixed assets
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3) Fixed assets acquired from financing lease
--- ---
¨ Applicable Not applicable
--- --- --- ---
(4) Fixed assets leased out through operating leases
--- ---
¨ Applicable Not applicable
--- --- --- ---
(5) Fixed assets without certificate of title
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Items Carrying<br> value Reasons for failure to get the certificates of title
Factories<br> and office buildings of Guizhou Yonghui Logistics Center 279,553,312.80 Processing
Shijiazhuang<br> Minxin Square Housing Property 157,096,064.83 Processing
Rail<br> interface of the underground passage at Nanqiaosi Station, Chongqing Xuanhui Real Estate 26,526,361.18 The<br> Group only has the right to use without ownership.
Office<br> building of Fuping Yonghui Modern Agriculture Development Co., Ltd. 8,934,654.08 Processing

Property rights certificates for Shijiazhuang Minxin Square and Fuping Yonghui Modern Agricultural Development Co., Ltd. office buildings have been obtained prior to the approval date of the financial statements.

Other notes:

¨ Applicable Not applicable

Disposal of fixed asset

¨ Applicable Not applicable
– 263 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
24. Construction in progress
--- ---

Itemized list

Applicable ¨ Not applicable

Unit:Yuan Currency: RMB

Items Closing<br> balance Opening<br> balance
Construction<br> in progress 383,281,366.61 410,335,149.87
Total 383,281,366.61 410,335,149.87

Other notes:

¨ Applicable Not applicable

Construction in progress

(1) Construction in progress
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Closing balance Opening balance
Impairment Carrying Impairment Carrying
Items Book<br> balance provision value Book<br> balance provision value
Store<br> decoration 80,602,137.56 80,602,137.56 126,818,264.09 126,818,264.09
Guizhou<br> Logistics Park Industrial Park 15,101,940.23 15,101,940.23 171,652,726.33 171,652,726.33
Information<br> technology upgrade project 5,627,818.78 5,627,818.78
Yonghui<br> Northeast Warehousing Center Construction Project 174,399,580.98 174,399,580.98 87,151,397.84 87,151,397.84
Fujian<br> Yonghui Warehousing Center for New Business Format 71,301,530.89 71,301,530.89 19,084,942.83 19,084,942.83
Phase<br> II of Sichuan Pengzhou Industrial Park 41,876,176.95 41,876,176.95
Total 383,281,366.61 383,281,366.61 410,335,149.87 410,335,149.87
(2) Changes of major work in progress in the current period
--- ---
Applicable ¨ Not applicable
--- --- --- ---
– 264 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Unit:Yuan Currency: RMB

Amount<br> of Other Proportion<br> of Including:
transferred decreased accumulative Accumulated amount<br> of Interest
Increase<br> in fixed<br> assets of amount total<br> project amount<br> of capitalization capitalization
Opening current current of<br> current Closing investment<br> in Project interest of<br> current rate<br> in the Source<br> of
Items Budget<br> amount balance period period period balance the<br> budget progress capitalization interest current<br> period funds
(%) (%)
Yonghui<br> Northeast Warehousing Center Construction Project 238,177,616.79 87,151,397.84 87,248,183.14 174,399,580.98 73 99 Self-funded
Guizhou<br> Logistics Park Industrial Park 374,710,200.00 171,652,726.33 125,596,541.43 282,147,327.53 15,101,940.23 79 99 Self-funded
Nantong<br> Logistics Park Warehousing Center Building No. 8 93,971,619.92 16,330,275.23 34,678,899.10 51,009,174.33 54 97 Self-funded
Phase<br> II of Sichuan Pengzhou Industrial Park 311,482,500.00 43,348,929.02 1,472,752.07 41,876,176.95 14 43 Self-funded
Total 1,018,341,936.71 275,134,399.40 290,872,552.69 282,147,327.53 1,472,752.07 282,386,872.49 / / / /
– 265 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

(3)   Provisionof impairment losses of construction in progress in current period

¨ Applicable Not applicable

Other disclosures

¨ Applicable Not applicable

Project materials

(4)   Constructionmaterials

¨ Applicable Not applicable

**25.**Productivebiological assets

(1)   Productive biological assetsmeasured at cost

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Planting industry
Immature
Items persimmon trees Total
I. Original book value
1. Opening balance 11,627,554.75 11,627,554.75
2. Increase in current period 1,100,141.87 1,100,141.87
3. Decrease in current period
4. Closing balance 12,727,696.62 12,727,696.62
II. Accumulated depreciation
1. Opening balance
2. Increase in current period
3. Decrease in current period
4. Closing balance
III. Provision for impairment
1. Opening balance
2. Increase in current period
3. Decrease in current period
4. Closing balance
IV. Book value
1. Closing book value 12,727,696.62 12,727,696.62
2. Opening book value 11,627,554.75 11,627,554.75

**(2)**Productivebiological assets measured at fair value

¨ Applicable Not applicable

Other disclosures

¨ Applicable Not applicable

**26.**Oiland gas assets

¨ Applicable Not applicable
– 266 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

27.   Right-of-use assets

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Houses<br> and buildings Total
I. Original book value
1. Opening balance 33,841,230,291.30 33,841,230,291.30
2. Increase in current period 1,760,502,823.69 1,760,502,823.69
(1) Increase 1,760,502,823.69 1,760,502,823.69
3. Decrease in current period 3,113,711,297.51 3,113,711,297.51
(1) Disposal 3,113,711,297.51 3,113,711,297.51
4. Closing balance 32,488,021,817.48 32,488,021,817.48
II. Accumulated depreciation
1. Opening balance 11,541,579,488.39 11,541,579,488.39
2. Increase in current period 2,165,542,154.48 2,165,542,154.48
(1) Addition 2,165,542,154.48 2,165,542,154.48
3. Decrease in current period 1,196,189,721.34 1,196,189,721.34
(1) Disposal 1,196,189,721.34 1,196,189,721.34
4. Closing balance 12,510,931,921.53 12,510,931,921.53
III. Provision for impairment
1. Opening balance 332,489,443.37 332,489,443.37
2. Increase in current period 314,554,050.92 314,554,050.92
(1) Addition 314,554,050.92 314,554,050.92
3. Decrease in current period 87,678,090.15 87,678,090.15
(1) Disposal 87,678,090.15 87,678,090.15
4. Closing balance 559,365,404.14 559,365,404.14
IV. Book value
1. Closing book value 19,417,724,491.81 19,417,724,491.81
2. Opening book value 21,967,161,359.54 21,967,161,359.54

28.   Intangible assets

(1)   Intangible asset

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Land use Patent Non-patented
Items right rights technologies Software Sales network Total
I. Original book value
1. Opening balance 646,504,068.17 159,739.89 31,193,166.14 1,487,304,658.03 124,688,679.24 2,289,850,311.47
2. Increase in current period 38,360,000.00 37,630,453.46 75,990,453.46
(1) Purchase 38,360,000.00 25,548,924.33 63,908,924.33
(2) Internal R&D 12,081,529.13 12,081,529.13
3. Decrease in current period 1,759,427.68 1,759,427.68
(1) Disposal 1,759,427.68 1,759,427.68
4. Closing balance 684,864,068.17 159,739.89 31,193,166.14 1,523,175,683.81 124,688,679.24 2,364,081,337.25
II. Accumulated amortization
1. Opening balance 145,732,710.98 42,996.66 6,838,228.82 536,015,394.99 30,662,338.04 719,291,669.49
2. Increase in current period 14,085,871.98 13,713.76 6,109,963.71 259,746,658.95 6,499,979.55 286,456,187.95
(1) Addition 14,085,871.98 13,713.76 6,109,963.71 259,746,658.95 6,499,979.55 286,456,187.95
3. Decrease in current period 1,752,557.02 1,752,557.02
(1) Disposal 1,752,557.02 1,752,557.02
– 267 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Land use Patent Non-patented
--- --- --- --- --- --- --- --- --- --- --- --- ---
Items right rights technologies Software Sales network Total
4. Closing balance 159,818,582.96 56,710.42 12,948,192.53 794,009,496.92 37,162,317.59 1,003,995,300.42
III. Provision for impairment
1. Opening balance 45,123,333.33 45,123,333.33
2. Increase in current period 1,140,000.00 1,140,000.00
(1) Addition 1,140,000.00 1,140,000.00
3. Decrease in current period
(1) Disposal
4. Closing balance 46,263,333.33 46,263,333.33
IV. Book value
1. Closing book value 525,045,485.21 103,029.47 18,244,973.61 729,166,186.89 41,263,028.32 1,313,822,703.50
2. Opening book value 500,771,357.19 116,743.23 24,354,937.32 951,289,263.04 48,903,007.87 1,525,435,308.65

Intangible assets formed through internal research and development accounted for 6.66% of the balance of intangible assets at the end of the period

(2)   Land usage right withoutcertificate of title

Applicable ¨ Not applicable

Unit: Yuan Currency:RMB

Reasons for failure to get
Items Carrying value the certificates of title
Guizhou Logistics Park 38,360,000.00 In the process of handling

Other notes:

¨ Applicable Not applicable

29.   Development expenditures

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Increase in
current period Decrease in Current<br> Period
Transferred
Internal Recognized into losses
Opening development as intangible and profits in Closing
Items balance expenses assets current period balance
Internal software development 17,353,556.52 6,453,710.35 10,899,846.17
Total 17,353,556.52 6,453,710.35 10,899,846.17
– 268 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
30. Goodwill
--- ---
(1) Original book value of goodwill
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase in Decrease in
the current the current
period period
Formed by Provision of
Name of invested entity or Opening business impairment Closing
matter forming goodwill balance merger losses balance
Shanghai Dongzhan International Trade Co., Ltd. 3,661,378.25 3,661,378.25
Guangdong PARK&YH Superstores Co., Ltd. 305,456,779.92 305,456,779.92
Total 309,118,158.17 309,118,158.17
(2) Provision for goodwill impairment
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Name of invested Increase in the Decrease in the
entity or matter Opening current period current period Closing
forming goodwill balance Provision Disposal balance
Guangdong PARK&YH Superstores Co., Ltd. 305,456,779.92 305,456,779.92
Total 305,456,779.92 305,456,779.92
(3) Information about the asset group or portfolio of asset groups where goodwill is located
--- ---
¨ Applicable Not applicable
--- --- --- ---
(4) Explanation of the goodwill impairment testing process, key parameters (such as forecast period growth rate, stable period growth rate, profit margin, discount rate, and forecast period, etc., if applicable), and methods for recognizing goodwill impairment loss
--- ---
¨ Applicable Not applicable
--- --- --- ---
(5) Impact of goodwill impairment testing
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable
– 269 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
31. Long-term unamortized expenses
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amortization
Increase in amount in Provision of
Opening current current Other impairment Closing
Items balance period period decreases losses balance
Renovation costs of rented<br> store 3,438,297,085.80 325,698,395.43 667,291,716.71 164,093,022.97 69,950,490.22 2,862,660,251.33
Decoration expenses for Nantong Logistics<br> Park project 31,696,061.52 1,326,167.89 5,789,259.24 27,232,970.17
Decoration expenses for East China Logistics<br> Park 12,495,888.10 91,965.24 2,026,094.55 10,561,758.79
Total 3,482,489,035.42 327,116,528.56 675,107,070.50 164,093,022.97 69,950,490.22 2,900,454,980.29

Other notes:

The decrease in long-term prepaid expenses for the year is due to the closure of certain stores.

32. Deferred tax assets/Deferred tax liabilities
(1) Deferred income tax assets not offset
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing balance Opening balance
Deductible Deductible
temporary Deferred temporary Deferred
Items differences tax asset differences tax asset
Provision for impairment of assets 1,022,982,930.42 218,923,655.88 986,612,162.81 185,677,515.48
Unrealized profits in internal transaction 28,258,325.26 7,064,581.31 40,622,102.73 10,155,525.69
Deductible loss 2,120,796,624.40 489,896,401.87 2,371,321,390.45 545,288,112.14
Lease liabilities 16,620,946,455.26 3,444,682,630.04 17,098,796,792.01 3,560,224,981.50
Provision for impairment of credit 224,021,895.98 45,936,716.51 191,562,369.81 38,988,455.63
Estimated liabilities 2,407,083.35 361,062.50 2,740,384.12 505,635.62
Reward points program 30,168,728.86 6,319,559.03 29,168,757.37 5,847,123.91
Total 20,049,582,043.53 4,213,184,607.14 20,720,823,959.30 4,346,687,349.97
– 270 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(2) Deferred income tax liabilities not offset
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing<br> balance Opening<br> balance
Temporary Temporary
taxable Deferred taxable Deferred
Items difference tax<br> liabilities difference tax<br> liabilities
Estimated<br> value added of the assets in business combination not under same control 502,024,923.43 125,506,230.86 684,761,996.23 171,190,499.06
Profits and losses from<br> changes in fair value 668,222,799.20 158,910,861.58 1,074,164,007.75 253,147,239.81
One-time deduction of<br> fixed assets 371,560,344.15 70,400,175.07 649,957,740.00 126,104,146.83
Receivable from finance<br> lease payments 44,102,634.67 9,986,264.27 62,371,748.65 14,661,750.15
Right-of-use assets 13,186,384,240.43 2,736,149,492.55 14,043,209,983.69 2,918,453,404.70
Total 14,772,294,941.88 3,100,953,024.33 16,514,465,476.32 3,483,557,040.55
(3) Deferred income tax assets or liabilities listed with the net amount after being offset
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount not Amount not
Offset in Closing Balance Offset in Closing Balance
the Period of of Offset the Period of of Offset
Deferred Income Deferred Income Deferred Income Deferred Income
Tax Assets and Tax Assets or Tax Assets and Tax Assets or
Items Liabilities Liabilities Liabilities Liabilities
Deferred tax asset 2,974,769,914.96 1,238,414,692.18 3,310,662,181.26 1,036,025,168.71
Deferred tax liabilities 2,974,769,914.96 126,183,109.37 3,310,662,181.26 172,894,859.29
(4) Details of unrecognized deferred tax assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Deductible temporary differences 2,249,012,729.65 1,919,864,334.95
Deductible loss 7,981,292,888.03 5,910,552,113.05
Total 10,230,305,617.68 7,830,416,448.00
– 271 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(5) Deductible losses of unconfirmed deferred income tax assets will be expired in the following listed year
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Year Closing<br> Balance Opening<br> Balance Comments
Year 2022 150,240,764.94
Year 2023 677,860,363.11 641,389,976.35
Year 2024 1,433,451,155.15 1,426,277,987.99
Year 2025 1,220,976,236.86 1,274,737,823.74
Year 2026 2,400,282,148.31 2,417,905,560.03
Year 2027 2,248,722,984.60
Total 7,981,292,888.03 5,910,552,113.05 /

Other disclosure:

¨ Applicable Not applicable
33. Other non-current assets
--- ---
¨ Applicable Not applicable
--- --- --- ---
34. Short-term borrowings
--- ---
(1) Classification of short-term borrowings
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Credit loan 6,528,480,368.69 10,947,557,472.21
Total 6,528,480,368.69 10,947,557,472.21

Descriptions for categories of short-term loans:

The Group had had no overdue short-term borrowings as of December 31, 2022 and December 31, 2021

(2) Overdue unliquidated short-term loans
¨ Applicable Not applicable
--- --- --- ---

The significant overdue and unpaid short-term borrowings are as follows:

¨ Applicable Not applicable

Other disclosures

¨ Applicable Not applicable
35. Trading financial liabilities
--- ---
¨ Applicable Not applicable
--- --- --- ---
36. Derivative financial liabilities
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 272 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
37. Notes payable
--- ---
(1) List of notes payable
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Category Closing balance Opening balance
Commercial acceptance bill 33,000,000.00
Total 33,000,000.00

There is no unpaid mature notes payable at the end of this period.

38. Accounts payable
(1) Presentation of accounts payable
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Payment for goods 12,155,435,663.28 12,518,578,825.59
Total 12,155,435,663.28 12,518,578,825.59

The Group had had no significant accounts payable with an aging of more than one year as of December 31, 2022 and December 31, 2021.

(2) Significant accounts payable with more than one-year aging
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable
39. Advance receipts
--- ---
(1) Presentation of receivables in advance
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing<br> balance Opening<br> balance
Advance payment of rent and other expenses from the lessee 196,630,132.94 199,815,968.65
Total 196,630,132.94 199,815,968.65
(2) Significant accounts collected in advance with an aging of more than one year
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Reason for outstanding
Items Closing<br> balance payment or<br> carry-over
Prepaid rent from lessees 23,493,165.89 Services not yet provided
Total 23,493,165.89 /
– 273 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Other disclosures

¨ Applicable Not applicable
40. Contract liabilities
--- ---
(1) Contractual liabilities
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Advance payments from customers 4,725,011,338.79 4,168,427,116.82
Reward points program 41,497,236.68 42,813,907.80
Advance payment of supplier service fees 60,091,972.32 91,833,351.24
Total 4,826,600,547.79 4,303,074,375.86
(2) Significant changes in the carrying value during the reporting period and the reasons
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
41. Employee compensation payable
--- ---
(1) List of payrolls payable
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase in the Decrease in the
Items Opening<br> balance current<br> period current<br> period Closing<br> balance
I. Short-term payrolls 624,061,025.89 7,827,138,448.47 7,784,181,127.22 667,018,347.14
II. Post-employment benefits Interest<br> – Provision for set deposits 39,058,992.84 789,037,553.24 741,522,575.65 86,573,970.43
III. Dismiss welfare 2,165,732.45 26,660,670.73 24,103,834.55 4,722,568.63
Total 665,285,751.18 8,642,836,672.44 8,549,807,537.42 758,314,886.20
(2) List of short-term payroll
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase in the Decrease in the
Items Opening<br> balance current<br> period current<br> period Closing<br> balance
I. Salaries, bonuses, allowances<br> and subsidies 569,420,279.38 6,862,491,675.80 6,828,917,569.42 602,994,385.76
II. Employee services and benefits 1,408,125.00 287,300,825.88 282,286,925.42 6,422,025.46
III. Social Insurance 24,862,699.39 479,753,076.34 480,908,115.09 23,707,660.64
Include: medical insurance premiums 19,608,001.18 451,498,899.10 450,416,202.56 20,690,697.72
Increase in the Decrease in the
--- --- --- --- --- --- --- --- ---
Items Opening<br> balance current<br> period current<br> period Closing<br> balance
Work injury insurance premium 1,927,595.91 19,963,860.77 19,813,531.43 2,077,925.25
Maternity insurance premiums 3,327,102.30 8,290,316.47 10,678,381.10 939,037.67
IV. Housing provident fund 4,340,381.17 158,432,206.22 155,856,112.82 6,916,474.57
V. Labor union expenditure  and<br> employee education expenses 24,029,540.95 39,160,664.23 36,212,404.47 26,977,800.71
Total 624,061,025.89 7,827,138,448.47 7,784,181,127.22 667,018,347.14
– 274 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(3) List of withdrawal and deposit plan
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase in the Decrease in the
Items Opening<br> balance current<br> period current<br> period Closing<br> balance
1. Basic endowment insurance 36,800,432.33 764,341,579.08 717,170,487.04 83,971,524.37
2. Unemployment insurance premium 2,258,560.51 24,695,974.16 24,352,088.61 2,602,446.06
Total 39,058,992.84 789,037,553.24 741,522,575.65 86,573,970.43

Other notes:

¨ Applicable Not applicable
42. Taxes payable
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing<br> balance Opening<br> balance
VAT 138,180,271.36 96,701,387.72
Corporate Income Tax 22,720,511.72 40,140,539.85
Personal income tax 15,330,684.42 17,353,270.53
Urban maintenance and construction tax 8,421,980.54 11,040,529.90
Maintenance fees for river and sea embankments 22,197,289.42 20,081,784.29
Housing property tax 3,417,321.03 3,580,870.82
Education Surcharge 6,991,849.55 11,227,948.43
Others 12,346,822.24 2,723,685.92
Total 229,606,730.28 202,850,017.46
43. Other payables
--- ---

Itemized list

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Dividends payable 12,000,000.00
Other payables 1,899,603,590.71 2,749,266,270.83
Total 1,899,603,590.71 2,761,266,270.83
– 275 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Other notes:

¨ Applicable Not applicable

Interest payable

(1) Presentation by category
¨ Applicable Not applicable
--- --- --- ---

Dividends payable

(2) Presentation by category
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing<br> balance Opening<br> balance
Dividends to minority shareholders 12,000,000.00
Total 12,000,000.00

Other payables

(1). Other payables listed by nature of payment
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Accrued expenses for store rent, electricity, freight, and other expenses 1,016,060,791.93 1,155,109,363.42
Equipment and engineering  payments 210,137,462.48 588,253,490.87
Deposits and guarantees 445,267,593.23 471,705,601.32
Investment section 246,944,000.00
Others 228,137,743.07 287,253,815.22
Total 1,899,603,590.71 2,749,266,270.83
(2). Other significant payables with more than one-year aging
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Reason for outstanding
Items Closing balance payment or carry-over
PARKnSHOP (China) Investment Co., Ltd. 46,969,371.21 Fund<br> lending/borrowing
Total 46,969,371.21 /

Other notes:

¨ Applicable Not applicable
44. Liabilities held for sale
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 276 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
45. Non-current liabilities due within one year
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening<br> balance
Long-term borrowings due within one year 141,246,585.00 30,030,833.33
Lease liabilities due within 1 year 1,870,617,070.60 2,039,820,377.09
Total 2,011,863,655.60 2,069,851,210.42
46. Other current liabilities
--- ---

Other current liabilities

Applicable ¨ Not applicable

Unit: Yuan Currency:RMB

Items Closing balance Opening<br> balance
Amount of tax to be written off 460,794,502.35 390,433,950.39
Total 460,794,502.35 390,433,950.39

The increases and reductions of short-term bonds payable:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
47. Long-term borrowings
--- ---
(1). Classification of long-term loans
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Credit loan 2,070,085,001.67 1,021,069,722.22
Total 2,070,085,001.67 1,021,069,722.22

Other descriptions, including the interest rate range:

¨ Applicable Not applicable
48. Bonds payable
--- ---
(1). Bonds payable
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Increase and decrease of bonds payable (excluding the preference shares, perpetual capital securities and other financial instruments classified as financial liabilities)
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 277 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(3). Explanation of conversion conditions and conversion time for convertible corporate bonds
--- ---
¨ Applicable Not applicable
--- --- --- ---
(4). Description on other financial instruments classified as financial liabilities
--- ---

Basic information of Preferred Shares, Perpetual Capital Securities and other financial instruments issued to the public

¨ Applicable Not applicable

Table of change in Preferred Shares, Perpetual Capital Securities and other financial instruments issued to the public

¨ Applicable Not applicable

Descriptions of the other financial tools in financial liabilities:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
49. Lease liabilities
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Houses and buildings 24,981,451,232.22 26,866,381,468.91
Less: Lease liabilities due within one year 1,870,617,070.60 2,039,820,377.09
Total 23,110,834,161.62 24,826,561,091.82
50. Long-term payables
--- ---

Itemized list

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable

Long-term accounts payable

(1). List of long-term payables according to nature of funds
¨ Applicable Not applicable
--- --- --- ---

Special accounts payable

(2). Special payables categorized by nature of payment
¨ Applicable Not applicable
--- --- --- ---
– 278 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
51. Long-term payroll payable
--- ---
¨ Applicable Not applicable
--- --- --- ---
52. Estimated liabilities
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Opening<br> balance Closing<br> balance Cause
Pending Litigation and Arbitration 3,628,259.35 7,383,565.56 Litigation involved
Total 3,628,259.35 7,383,565.56 /

Other descriptions, including the descriptions of relevant important assumptions and estimations of important accrued liabilities:

The year-end balance of contingent liabilities arises from disputes related to house lease and payment of goods.

53. Deferred income

Deferred income

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Increase in Decrease in
Opening the current the current Closing
Items balance period period balance Cause
Governmental subsidy 118,370,289.79 13,870,029.94 104,500,259.85 Received governmental subsidy related to assets
Total 118,370,289.79 13,870,029.94 104,500,259.85 /

Items involved in governmental subsidies:

Applicable ¨ Not applicable
– 279 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Unit: Yuan Currency: RMB

Liability<br> item Opening<br> balance Newly<br> increased<br><br> subsidy amount<br><br> in current<br><br> period Amount<br> of<br><br> non-operating<br><br> income included<br><br> in current<br><br> period Amount<br><br> included in<br><br> other incomes in<br><br> current period Other<br> changes Closing<br> balance Assets-related/<br><br> Income-related
Yonghui<br> Logistics Phase I Project Industrial Support Funds 45,486,857.04 1,421,464.32 44,065,392.72 Asset-related
Chongqing<br> Yonghui Urban Life Plaza Project 31,113,216.34 1,121,196.96 29,992,019.38 Asset-related
Subsidy<br> from Cuozhen Town People’s Government 15,220,088.13 502,113.48 14,717,974.65 Asset-related
Yonghui<br> Superstores Cold Chain Logistics Terminal Standardization Construction Project for 2017 2,600,000.58 2,600,000.58 Asset-related
Shapingba<br> District Treasury – Supply Chain Project Subsidies 1,533,333.28 799,999.38 733,333.90 Asset-related
Fujian Yonghui<br> Logistics Warehousing Center 2,000,000.08 399,999.96 1,600,000.12 Asset-related
Refund of<br> Yonghui Headquarters Construction Supporting Fees 2,599,832.66 93,687.60 2,506,145.06 Asset-related
Pilot Project<br> for Supply Chain System Construction 1,481,666.74 507,999.96 973,666.78 Asset-related
Energy Management<br> Center Project 418,336.08 418,336.08 Asset-related
Subsidies<br> for Supply Chain System Construction 1,233,333.30 399,999.96 833,333.34 Asset-related
Equipment<br> Acquisition Subsidies 408,000.00 288,000.00 120,000.00 Asset-related
Provincial<br> Cold Chain Logistics Special Fund for 2017 479,999.92 80,000.04 399,999.88 Asset-related
Fund for<br> the Construction of Important Product Traceability System 295,501.26 154,174.44 141,326.82 Asset-related
Subsidy<br> for Lugu Store Poverty Alleviation Project 44,951.01 28,387.18 16,563.83 Asset-related
Supply Chain<br> System Construction Project of Kunshan Bureau of Commerce 2,000,000.00 1,500,000.00 500,000.00 Asset-related
Subsidy<br> for Supply Chain System Construction Project of Nanjing Jiangbei New District Management Committee Finance Bureau 1,445,999.94 482,000.04 963,999.90 Asset-related
– 280 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Liability item Opening balance Newly increased subsidy amount in current period Amount of non-operating income included in current period Amount included in other incomes in current period Other changes Closing balance Assets-related/ Income-related
--- --- --- --- --- --- --- --- --- --- --- ---
Subsidy for Supply Chain System Construction<br> Project of Fuzhou City 5,333,333.40 1,599,999.96 3,733,333.44 Asset-related
Subsidy for Supply Chain System Construction Project<br> of Nantong Town Financial Office, Minhou County 3,351,790.07 1,031,319.96 2,320,470.11 Asset-related
Subsidy for Zhejiang Agricultural Product Supply Chain<br> Construction 1,324,049.96 441,350.04 882,699.92 Asset-related
Total 118,370,289.79 13,870,029.94 104,500,259.85

Other notes:

¨ Applicable Not applicable
– 281 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
54. Other non-current liabilities
--- ---
¨ Applicable Not applicable
--- --- --- ---
55. Capital stock
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Increase/Decrease<br> (+, -)
Opening<br> balance New<br> issue Share<br> <br><br> donation Share<br><br> converted<br> from reserved<br> funds Others Subtotal Closing<br> balance
Total number of shares 9,075,036,993.00 9,075,036,993.00
56. Other equity instruments
--- ---
(1). Basic information of Preferred Shares, Perpetual Capital Securities and other financial instruments issued to the public
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Table of change in Preferred Shares, Perpetual Capital Securities and other financial instruments issued to the public
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other descriptions for change situations and reasons on increase and decrease of equity instruments in current period, and relevant accounting treatment basis:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
57. Capital reserves
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Opening<br><br> balance Increase<br> in the<br> current period Decrease<br> in the<br> current period Closing<br><br> balance
Capital<br> premium (share capital premium) 3,372,208,364.38 3,372,208,364.38
Other capital<br> reserves 903,936,447.42 28,188,985.76 12,211,255.70 919,914,177.48
Total 4,276,144,811.80 28,188,985.76 12,211,255.70 4,292,122,541.86

Other descriptions, including the descriptions for change situations and reasons on increase and decrease in current period:

Note: As stated<br> in Note VII, 19 notes 1 and 2, the related matters resulted in an increase of RMB28,188,985.76<br> in capital reserves – Others.
As stated in Note IX, 2, the aforementioned<br> items resulted in a decrease of RMB12,211,255.70 in capital surplus – Others.
– 282 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
58. Treasury stock
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Items Opening<br><br> balance Increase<br> in the<br> current period Decrease<br> in the<br> current period Closing<br> <br><br> balance
Equity<br> incentive buyback 263,483,654.25 263,483,654.25
Total 263,483,654.25 263,483,654.25

Other descriptions, including the descriptions for change situations and reasons on increase and decrease in current period:

On August 8, 2022, the Company held the 3rd meeting of the fifth Board of Directors and approved the Proposal on Repurchasing Shares through centralized bidding trading. It was decided to use own funds not exceeding RMB700 million to repurchase shares at a price not exceeding RMB5 per share, with the buyback period from August 8, 2022 to August 7, 2023. As of December 31, 2022, the Company has cumulatively bought back 85,604,728 shares through centralized bidding, accounting for 0.94% of the total share capital of the Company. The lowest transaction price was RMB2.86 per share, and the highest transaction price was RMB3.39 per share. The total amount paid for the buy-back was RMB263,483,654.25.

– 283 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
59. Other comprehensive income
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Items Opening<br> balance Amount<br><br> before income<br> tax in the<br> current period Less:<br> transferring<br><br> other comprehensive<br> income recorded in<br> the last period into<br> the profit and loss<br> of current period Amount of current period Less: transferring other comprehensive income recorded in the last period into the retained earnings of current period Less:<br><br> income tax<br><br> expense Attributable<br> <br>to parent company after tax Attributable<br><br> to minority<br> shareholders<br> after tax Closing<br><br> balance
I. Other<br> comprehensive income that cannot be re-classified into profits and losses
II.<br> Other comprehensive income to be re-classified into profits and losses 1,494,334.19 -1,054,073.47 -1,054,073.47 440,260.72
Including:<br> other comprehensive incomes that can be transferred into profit and loss under the equity method 1,652,642.73 -866,721.55 -866,721.55 785,921.18
Balance<br> arising from the translation of foreign currency financial statements -158,308.54 -187,351.92 -187,351.92 -345,660.46
Total<br> of other comprehensive income 1,494,334.19 -1,054,073.47 -1,054,073.47 440,260.72
60. Special reserves
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 284 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
61. Surplus reserves
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Items Opening<br> <br> balance Increase<br> in the<br> current period Decrease<br> in the<br> current period Closing<br> balance
Statutory surplus reserve 1,103,806,707.15 9,468,553.39 1,113,275,260.54
Total 1,103,806,707.15 9,468,553.39 1,113,275,260.54

Surplus reserves descriptions, including the descriptions for change situations and reasons on increase and decrease in current period:

Note: According<br> to the Company Law and the article of associations, the statutory surplus reserve is appropriated<br> by the Company by 10% of the net profit. The Company may stop appropriation if the accumulative<br> balance of the statutory reserve fund has already accounted for over 50% of the Company’s<br> registered capital.

After appropriating the legal accumulation fund, the Company is allowed to appropriate any accumulation fund. Upon approval, the Company may convert its Discretionary Surplus Reserves to make good previous years’ losses or to increase the capital of the Company.

62.  Undistributedprofits

Applicable ¨ Not<br> applicable

Unit:Yuan Currency: RMB

Items Current period Last period
Undistributed profits at<br> the end of last period before adjustment -3,797,684,715.49 3,886,681,562.18
Total opening undistributed profits during<br> adjustment (increase is indicated by “+”, and decrease is indicated by “-”) -3,484,049,730.53
Undistributed profits at the beginning<br> of the year after adjustment -3,797,684,715.49 402,631,831.65
Add: net profit attributable to the owner<br> of parent company in current period -2,763,166,060.87 -3,943,871,849.80
Less: appropriation to statutory surplus<br> reserves 9,468,553.39 82,842,151.71
Ordinary stock dividends payable 181,500,739.86 173,602,545.63
Undistributed profit at the end of the<br> period -6,751,820,069.61 -3,797,684,715.49

63.  Operatingrevenue and operating costs

(1).  Operatingrevenue and costs

Applicable ¨ Not<br> applicable

Unit:Yuan Currency: RMB

Amount<br> of current period Amount<br> of last period
Items Revenue Cost Revenue Cost
Main business 84,128,127,095.62 72,065,720,723.20 84,957,828,262.31 73,589,282,912.20
Other business 5,962,692,300.52 294,869,404.88 6,104,066,049.82 437,929,346.10
Total 90,090,819,396.14 72,360,590,128.08 91,061,894,312.13 74,027,212,258.30
– 285 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(2). Operating Revenue Deduction Statement
--- ---

Unit: ’0,000 YuanCurrency: RMB

Items Current year Specific<br> deductions Last year Specific deductions
Operating<br> revenue amount 9,009,081.94 9,106,189.43
Total amount of deducted<br> items from operating revenue 21,709.14 24,480.1
Percentage of total<br> amount of items deducted from operating income to operating income (%) 0.24 0.27 /
I. Non-core<br> Business Income
1. Other business income<br> unrelated to normal operations. such as rental of fixed assets, intangible assets, packing materials, sale of materials, non-monetary<br> asset exchanges using materials, income from entrusted management services, and other income included in the main operating income<br> but unrelated to the normal operations of the listed company. 17,688.57 Sales revenue from waste paper and scraps:<br> RMB176.4799 million, as well as trustee fee income of RMB0.4058 million 19,154.75 Sales revenue from waste paper and scraps:<br> RMB190.8954 million, as well as trustee fee income of RMB0.6521 million
2. Income from non-qualified<br> financial business activities, such as interests income from funds borrowed; income generated from non-qualified financial businesses<br> introduced in the current and previous fiscal years, such as guarantee, factoring, microloans, finance leasing, pawnbroking, etc.,<br> excluding finance leasing activities conducted for the purpose of selling main products.
3. Income generated<br> from new trade business in the current and previous fiscal years.
4. Income generated<br> from related-party transactions unrelated to the Company’s existing normal business operations. 4,020.57 This part includes income earned by the Group<br> from providing financial sharing services and information system services to related parties, which is unrelated to the core business<br> and is deducted. 5,325.35 This part includes income earned by the Group<br> from providing financial sharing services and information system services to related parties, which is unrelated to the core business<br> and is deducted.
5. Income of subsidiary<br> companies consolidated under the same control from the beginning of the period to the consolidation date.
6. Income generated<br> from business activities that have not formed or have difficulty forming a stable business model.
Subtotal of non-core<br> business income 21,709.14 24,480.10
– 286 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Items Current year Specific<br> deductions Last year Specific deductions
--- --- --- --- --- --- ---
II. Income without Substantive Commercial<br> Nature
1. Income generated from transactions<br> or events that do not significantly change the future cash flow of the company in terms of risk, timing, or amount.
2. Income generated from transactions without<br> genuine business activities, such as false income realized through self-trading, and false income generated through the use of internet<br> technology or other methods to construct transactions.
3. Income generated from business activities<br> with unfair transaction prices.
4. Income generated from subsidiary companies<br> or businesses acquired during the current fiscal year at unfair consideration or non-transaction methods.
5. Income involved in non-standard audit<br> opinions in the audit report.
6. Income generated from other transactions<br> or events without commercial rationality.
Subtotal of income without substantive commercial<br> nature
III. Other Income Unrelated to or without<br> Substantive Commercial Nature of the Core Business
Operating revenue after deductions 8,987,372.80 9,081,709.33
Note 1: The<br> deducted income in the current year, in addition to regular business income, includes sales<br> revenue from waste paper and scraps: RMB176.4799 million (2021: RMB190.8954 million), as<br> well as trustee fee income: RMB0.4058 million (2021: RMB0.6521 million). Yonghui Superstores<br> Co., Ltd.’s main business includes the sale of fresh products, food supplies,<br> clothing, and related promotional services, logistics and distribution, property purchase<br> and rental, etc. The above-mentioned income is unrelated to the core business and is<br> deducted.
--- ---
Note 2: The<br> non-operating income deducted in the current year, which is unrelated to the existing normal<br> operating business, generated from related-party transactions amounts to RMB40.2057 million<br> (2021: RMB53.2535 million). This portion represents income obtained by the Group from providing<br> financial shared services and information system services to affiliated parties, which are<br> unrelated to the main business and therefore deducted.
--- ---
Note 3: The Group’s<br> factoring and small loans business has been conducted since 2017 and is not a newly added<br> non-financial business in the current and previous fiscal years, so the related income does<br> not require deduction.
--- ---
Note 4: Apart from<br> the above, the Group has no other non-core business income or income without substantive<br> commercial nature that needs to be deducted.
--- ---
(3). Conditions of incomes generated by contract
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---

Explanation of revenue generated from contracts:

¨ Applicable Not<br> applicable
– 287 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(4). Description of performance obligations
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(5). Description of allocating to the residual fulfillment obligations
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
64. Taxes and surcharges
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Amount of<br> current<br> period Amount of<br> last<br> period
Urban maintenance and construction<br> tax 42,820,977.85 49,944,537.60
Education Surcharge 30,507,599.49 39,580,546.58
Housing property tax 27,787,249.03 29,173,671.38
Land use tax 6,435,328.01 6,282,588.02
Stamp duty 58,209,315.28 50,995,772.71
Flood control fees 28,281,587.08 24,875,179.81
Others 10,248,627.51 12,087,922.01
Total 204,290,684.25 212,940,218.11
65. Sales expenses
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Amount of<br> current<br> period Amount of<br> last<br> period
Employee compensation 6,894,456,729.72 7,046,857,303.99
Depreciation and amortization 3,352,286,549.67 3,552,285,375.38
Water and electricity fees and fuel expenses 1,435,149,314.69 1,379,250,486.39
Freight and warehousing service fees 1,124,809,975.36 1,235,941,963.87
Rent and property management fees 646,063,414.92 750,713,040.72
Business publicity expense 523,708,654.82 539,686,946.80
Cleaning fees 459,319,319.85 522,660,045.32
Low-cost consumables 383,679,370.32 489,632,689.54
Repair fees 290,459,146.49 342,255,794.69
Platform service fee 324,353,724.68 285,958,224.26
Office expenses such as car, travel, and<br> communication expenses 164,065,892.28 192,986,250.12
Others 251,385,598.09 291,279,947.52
Total 15,849,737,690.89 16,629,508,068.60
– 288 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
66. Administrative expenses
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Amount of<br> current<br> period Amount of<br> last<br> period
Employee compensation 1,306,796,064.66 1,197,805,771.55
Depreciation and amortization 316,565,974.34 307,727,664.43
Costs of wear and tear of<br> commodities 189,586,964.39 212,270,303.09
Rent and property management<br> fees 23,359,209.11 61,445,423.78
Office expenses such as car,<br> travel, and communication expenses 76,451,781.43 124,038,919.26
Consulting, audit, legal,<br> and other intermediary service expenses 41,561,506.24 73,524,424.83
Low-cost consumables 30,102,567.07 22,029,683.00
Equity incentives 11,565,233.98
Others 61,992,033.69 145,048,567.96
Total 2,046,416,100.93 2,155,455,991.88
67. Research and development expenses
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Employee compensation 419,095,163.99 385,006,006.42
Depreciation & Amortization 35,174,423.30 23,975,573.56
Office expenses such as car, travel, and communication expenses 24,573,999.83 17,892,281.13
Low-cost consumables 886,829.36 1,150,762.14
Others 2,168,018.56 82,844.96
Total 481,898,435.04 428,107,468.21
68. Financial expenses
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Interest expense 1,556,082,561.75 1,677,039,950.99
Less: interest income 201,725,230.95 292,633,975.09
Exchange gains and losses -2,057,174.07 1,823,788.56
Service fees and others 185,897,135.79 165,463,912.02
Total 1,538,197,292.52 1,551,693,676.48

Note: This year, interest expenses include interest expenditure on lease liabilities amounting to RMB1,257,899,530.25.

– 289 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
69. Other income
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Governmental subsidy 208,831,135.67 178,841,982.84
Return of individual income tax  withheld service changes withheld and remitted 3,116,184.84 4,615,700.99
Total 211,947,320.51 183,457,683.83
70. Investment income
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Long-term equity investment income measured with equity method -49,507,225.29 -49,185,860.49
Investment income for disposing long-term equity investment production -28,804,251.10 40,869,144.79
Investment income of trading financial assets during the holding period -26,966,353.53 132,419,255.68
Investment income of non-current financial assets during holding period 67,910,214.00
Total -105,277,829.92 192,012,753.98
71. Income from net exposure hedging
--- ---
¨ Applicable Not applicable
--- --- --- ---
72. Fair value changes in equity investments
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Sources generating income Amount of Amount of
from changes in fair value current period last period
Trading financial assets -601,461,962.47 -642,061,075.16
Other non-current financial assets 6,781,795.03 263,534,314.84
Total -594,680,167.44 -378,526,760.32
– 290 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
73. Impairment loss
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Bad<br> debt loss of accounts receivable 44,438,621.48 28,433,783.51
Bad debt loss of<br> other receivables 17,540,867.49 8,624,831.94
Bad debt losses<br> on loans 45,246,646.85 75,322,082.56
Bad debt losses<br> on factored receivables 12,734,502.35 45,049,155.91
Total 119,960,638.17 157,429,853.92
74. Asset impairment loss
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
I.<br> Bad-debt losses
II.<br> Loss on inventory valuation or impairment loss of contract fulfilling costs
III.<br> Impairment Loss on Long-term Equity Investments 196,826,745.04 325,569,066.62
IV. Impairment Loss on Investment Properties
V. Impairment losses on fixed assets 52,736,374.45 37,424,175.07
VI. Impairment Loss of Engineering Material
VII. Impairment Loss on Work in Progress
VIII. Impairment Loss of Productive Biological<br> Asset
IX. Impairment Loss on Oil and Gas Assets
X. Impairment Loss on Intangible Assets 1,140,000.00 25,373,333.33
XI. Goodwill impairment loss 117,669,866.54
XII. Others
XIII. Impairment Loss on Right- of-Use Assets 314,554,050.92 212,171,440.65
XIV. Impairment Loss on Long- term Prepaid<br> Expenses 69,950,490.22 59,228,474.07
Total 635,207,660.63 777,436,356.28

Other notes:

During the year, the Group recognized RMB69,950,490.22 of impairment losses on long-term prepaid expenses, RMB52,736,374.45 of impairment losses on fixed assets, and RMB314,554,050.92 of impairment losses on right-of-use assets. The impairment provisions were made due to the recoverable amounts being lower than the carrying amounts of the related leased store assets of the Group. Recoverable amounts are determined based on the higher of the present value of expected future cash flows and the fair value less disposal costs of the asset group. The asset group mainly consists of fixed assets of leased stores, right-of-use assets, and long-term prepaid expenses. An 11.0% discount rate (December 31, 2021: 12.5%) was used to determine the present value of expected future cash flows of the asset group.

– 291 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
75. Gains on disposal of assets
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Loss<br> on disposal of fixed assets -28,166,889.98 -52,848,517.31
Disposal<br> loss on intangible assets -13,017.82 -974.60
Gains on disposals of rights-of-use-assets 363,888,069.30 106,213,567.40
Total 335,708,161.50 53,364,075.49
76. Non-operating income
--- ---

Non-operating income

Applicable ¨ Not<br> applicable

Unit: Yuan Currency: RMB

Amount included
in the non-
recurring profit
Amount of Amount of and loss of the
Items current period last period current period
Compensation<br> income 192,231,769.01 227,085,191.51
Cash<br> overage 857,859.48 1,155,687.16
Accounts<br> payable that can’t be paid 82,100,945.92 35,508,692.36 82,100,945.92
Others 56,902,735.11 80,196,573.08 56,902,735.11
Total 332,093,309.52 343,946,144.11 139,003,681.03

Governmental subsidies included in current profits and losses

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
77. Non-operating expenses
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount included
in the non
recurring profit
Amount of Amount of and loss of the
Items current period last period current period
Total<br> losses on disposal of non-current assets 127,897,871.37 133,781,977.67 127,897,871.37
External donation 2,598,649.60 2,678,137.16 2,598,649.60
Compensation and<br> litigation expenses, etc 108,549,070.21 95,487,107.10 108,549,070.21
Others 13,741,763.02 6,489,823.97 13,741,763.02
Total 252,787,354.20 238,437,045.90 252,787,354.20
– 292 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
78. Income tax expense
--- ---
(1). Table of income tax expenses
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Current<br> income tax expenses 30,300,421.54 118,314,551.71
Deferred<br> income tax expenses -249,101,273.39 -345,808,571.15
Total -218,800,851.85 -227,494,019.44
(2). Adjustment of accounting profits and income tax expenses
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of
Items current period
Total<br> profit -3,218,475,794.40
Income tax expense<br> calculated as per legal/applicable tax rate -804,618,948.60
Impact on different<br> applicable rates in subsidiary 108,718,329.72
Impact on adjustment<br> of income tax in last period 983,902.42
Impact on nontaxable<br> income -69,784,596.70
Impact on nondeductible<br> cost, expense and loss 7,519,861.46
Impact on deductible<br> loss of unrecognized assets from deferred income tax in the previous period -19,621,745.62
Impact on deductible<br> transient difference or deductible loss of unconfirmed assets from deferred income tax in the current period 550,246,123.83
Profit/(Loss)<br> attributable to Cooperative Enterprises and Joint Ventures 7,756,221.64
Income tax expenses -218,800,851.85

Other notes:

¨ Applicable Not applicable
79. Other comprehensive income
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

See Note VII, 59 of Section IX for details

– 293 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

80. Cash flow statement items

(1). Other cash receipts relating to operating activities
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Governmental<br> subsidy 198,077,290.57 170,880,450.07
Interest income<br> of bank deposit 236,474,211.69 327,484,533.35
Income from<br> compensation, etc. 192,231,769.01 227,085,191.51
Deposits and<br> guarantees, etc. 67,761,561.38 130,645,947.41
Cash overage 857,859.48 1,155,687.16
Collection of receivables 127,452,500.09
Repayments of<br> loans from small loan and factoring companies in Chongqing 633,902,529.57 1,959,038,319.55
Others 56,902,735.11 76,843,945.51
Total 1,386,207,956.81 3,020,586,574.65
(2). Other cash payments relating to operating activities
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Sales<br> expenses, administrative expenses, and research and<br> development expenses 5,990,148,571.44 6,530,210,224.44
Financial<br> expenses – financial service fees 185,897,135.79 165,463,912.02
Expenditure<br> on donation 2,598,649.60 2,678,137.16
Penalties, compensation,<br> overdue fine and other non-operating expenses 118,535,527.02 98,348,671.72
Deposits and<br> reserves, etc. 26,438,008.09 33,439,452.14
Payment of letters<br> of guarantee and security for costs 70,409,194.65
Total 6,323,617,891.94 6,900,549,592.13
– 294 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(3). Other cash received relating to investment activities
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Financial<br> products recovered 1,942,083,905.78 1,589,421,555.93
Receipt of investment<br> income from financial management 365,978,129.93 131,898,172.96
Receipt of cash<br> dividends from non-current financial assets during the holding period 67,910,214.00
Redemption of<br> fixed-term deposits 685,906,973.39
Receipt of cash<br> dividends from trading financial assets during the holding period 521,082.72
Total 2,308,062,035.71 2,475,657,999.00
(4). Other paid cash relating to investment activities
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Purchase<br> of bank wealth management, asset management, and trust products 2,450,000,000.00 1,966,236,083.15
Total 2,450,000,000.00 1,966,236,083.15
(5). Other received cash relating to financing activities
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Receipt<br> of lease payments from finance leases 54,280,019.15 39,947,401.43
Total 54,280,019.15 39,947,401.43
(6). Other paid cash relating to financing activities
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Share<br> buy-backs 263,483,654.25 1,160,116,610.88
Payment of employee’s<br> withdrawal share 215,833,173.64
Cash<br> paid to acquire minority interests 2,980,000.00
Payment<br> of fixed rent for non-exempt lease contracts 3,046,511,329.10 3,104,100,299.39
Total 3,312,974,983.35 4,480,050,083.91
– 295 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
81. Supplementary information for cash flow statement
--- ---

(1). Supplementary data to cash flow statement
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Supplementary<br> information Amount of current<br> period Amount<br> of last period
1. Cash flows converted from net profits<br> for business operation activities:
Net profit -2,999,674,942.55 -4,494,578,709.02
Plus: provision for impairment<br> of assets 635,207,660.63 777,436,356.28
Credit impairment loss 119,960,638.17 157,429,853.92
Depreciation of fixed<br> assets, depreciation of oil & gas assets, and depreciation of productive biological assets 834,245,791.32 950,981,284.60
Amortization of right-of-use<br> assets 2,165,542,154.48 2,227,949,432.01
Amortisation of intangibles 286,456,187.95 266,597,979.61
Depreciation and amortization<br> of investment properties 10,807,004.14 10,807,004.14
Amortization of long-term<br> deferred expenses 675,107,070.50 694,009,705.62
Losses on the disposal<br> of fixed assets, intangible assets and other long-term assets (profit is indicated by “-”) -335,708,161.50 -53,364,075.49
Loss on scrapping of<br> fixed assets (profit is indicated by “-”) 127,897,871.37 133,781,977.67
Loss on changes in fair<br> value (profit is indicated by “-”) 594,680,167.44 378,526,760.32
Financial expenses (profit<br> is indicated by “-”) 1,554,025,387.68 1,673,329,175.64
Investment loss (profit<br> is indicated by “-”) 105,277,829.92 -192,012,753.98
Decrease in deferred<br> income tax assets (increase is indicated by “-”) -202,389,523.47 98,170,557.73
Increase in deferred<br> income tax liabilities (decrease is indicated by “-”) -46,711,749.92 -443,979,128.88
Decrease of inventory<br> (increase is indicated by “-”) 324,901,709.72 90,187,885.52
Decrease of operational<br> receivables (increase is indicated by “-”) 1,659,712,792.97 2,520,064,591.49
Increase in operational<br> payables (decrease is indicated by “-”) 364,857,172.10 1,048,368,445.30
Others -10,114,723.73 -16,785,413.23
Net cash flow from operating<br> activities 5,864,080,337.22 5,826,920,929.25
2. Major<br> investment and financing activities that do not involve cash receipts and payments:
Conversion of debts into<br> capital
Convertible bonds due<br> within one year
Fixed assets under financing<br> lease
3. Net<br> change in cash and cash equivalents:
Closing balance of cash 7,443,008,300.63 8,643,661,498.06
Minus: opening balance<br> of cash 8,643,661,498.06 10,587,979,162.31
Add:<br> closing balance of cash equivalents
– 296 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Supplementary<br> information Amount of<br> <br>current period Amount<br> of last period
--- --- --- --- ---
Minus:<br> opening balance of cash equivalents
Net increase in cash and cash equivalents -1,200,653,197.43 -1,944,317,664.25
(2). Net cash paid in current period and acquired from subsidiary
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Net cash received from disposal of subsidiaries during the current period
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount
Cash or cash equivalents received for disposal of subsidiaries during the<br> current period 500,000.00
Less: cash and cash equivalents held by subsidiaries on the date of losing the control<br> right 278,926.71
Add: cash or cash equivalents received for disposal of subsidiaries in the last period
Net cash received from the disposal of subsidiaries 221,073.29
(4). Composition of cash and cash equivalents
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing<br> balance Opening<br> balance
I.   Cash 7,443,008,300.63 8,643,661,498.06
Including: cash on hand 79,642,654.48 72,596,557.48
Bank deposit ready for payment at any time 6,824,286,681.92 8,302,138,878.64
Other monetary funds ready for payment at any time 539,078,964.23 268,926,061.94
II.   Cash equivalents Including:<br> bond investments due in three months <br>III.  Closing balance of cash and cash equivalents 7,443,008,300.63 8,643,661,498.06
Including: restricted cash and cash equivalents used by parent company<br> or subsidiaries 114,492,314.03 452,918,396.74

Other notes:

¨ Applicable Not applicable
82. Notes to items in statement of changes in equity
--- ---

Description for adjustment on item name of “Others”, adjustment amount and other matters at the end of last year:

¨ Applicable Not applicable
– 297 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
83. Assets with restricted ownership or right of use
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing book <br><br> value Reason for <br><br> restriction
Monetary funds 114,492,314.03 Deposit
Total 114,492,314.03 /

Other notes:

As of December 31, 2022, cash and cash equivalents with a carrying value of RMB28,364,715.91 (December 31, 2021: RMB38,410,636.05) have been used as lease deposits.

As of December 31, 2022, cash and cash equivalents with a carrying value of RMB86,127,598.12 (December 31, 2021: RMB93,628,250.43) have been frozen due to litigation cases.

As of December 31, 2021, cash and cash equivalents with a carrying value of RMB320,879,510.26 have been held in a joint account for payment of equity purchase price of Chengdu Hongqi Chain Co., Ltd. by the Group.

84. Foreign currency monetary items
(1). Monetary items of foreign currency
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing balance
Conversion converted
Items exchange<br> rate into<br> RMB
Monetary funds
Including: 2,089,761.44 7.1 14,836,888.27
HKD 18,729,777.48 0.9 16,939,959.94
16,740.89 7.95 133,058.27
33 0.05 1.63
7,938.07 6.99 55,480.76
Account receivable
Wherein: 15,222,407.00 0.05 750,099.33
2,475.58 6.99 17,302.32
AUD 85,299.23 4.71 402,083.51
Accounts payable
Including: 2,649,161.46 7.1 18,808,516.53
745,728.01 6.99 5,212,042.21
AUD 6,568.94 4.71 30,964.67

All values are in US Dollars.

(2). Descriptions of entities running businesses overseas: including description of main operating place, recording currency and selection basis, and the reason for change of recording currency of major entities running businesses overseas
¨ Applicable Not applicable
--- --- --- ---
85. Hedging
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 298 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

86. Governmental subsidy

(1). Basic information of governmental subsidies
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Category Amount Reported items Amount<br> recorded <br><br> in current profits <br><br> and losses
1. Assets-related governmental subsidies<br> Yonghui Logistics Phase I Project Industrial Support Funds 44,065,392.72 Deferred income 1,421,464.32
Chongqing Yonghui Urban Life Plaza Project 29,992,019.38 Deferred income 1,121,196.96
Subsidy from Cuozhen Town People’s<br> Government 14,717,974.65 Deferred income 502,113.48
Yonghui Superstores Cold Chain Logistics<br> Terminal Standardization Construction Project for 2017 Deferred income 2,600,000.58
Shapingba District Treasury – Supply<br> Chain Project Subsidies 733,333.90 Deferred income 799,999.38
Fujian Yonghui Logistics Warehousing<br> Center 1,600,000.12 Deferred income 399,999.96
Refund of Yonghui Headquarters Construction<br> Supporting Fees 2,506,145.06 Deferred income 93,687.60
Pilot Project for Supply Chain System<br> Construction 973,666.78 Deferred income 507,999.96
Energy Management Center Project Deferred income 418,336.08
Subsidies for Supply Chain System Construction 833,333.34 Deferred income 399,999.96
Equipment Acquisition Subsidies 120,000.00 Deferred income 288,000.00
Provincial Cold Chain Logistics Special<br> Fund for 2017 399,999.88 Deferred income 80,000.04
Fund for the Construction of Important<br> Product Traceability System 141,326.82 Deferred income 154,174.44
Subsidy for Lugu Store Poverty Alleviation<br> Project 16,563.83 Deferred income 28,387.18
Supply Chain System Construction Project<br> of Kunshan Bureau of Commerce 500,000.00 Deferred income 1,500,000.00
Subsidy for Supply Chain System Construction<br> Project of Nanjing Jiangbei New District Management Committee Finance Bureau 963,999.90 Deferred income 482,000.04
Subsidy for Supply Chain System Construction<br> Project of Fuzhou City 3,733,333.44 Deferred income 1,599,999.96
Subsidy for Supply Chain System Construction<br> Project of Nantong Town Financial Office, Minhou County 2,320,470.11 Deferred income 1,031,319.96
Income from subsidies for the Zhejiang<br> agricultural product supply chain by the Finance Bureau of Binjiang District, Hangzhou 882,699.92 Deferred income 441,350.04
2. Income-related governmental subsidies<br> Contribution award funds for enterprise operations in Lianjiang County, Fujian 28,903,043.00 Other incomes 28,903,043.00
Support funds for the Western China Project<br> in Chongqing 8,976,824.00 Other incomes 8,976,824.00
Subsidies for skills training in Fujian 8,274,400.00 Other incomes 8,274,400.00
Policy support funds for the Investment Promotion Service Center of Shijingshan<br> District, Beijing in 2021 7,547,999.00 Other incomes 7,547,999.00
– 299 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Category Amount Reported items Amount<br> recorded <br><br> in current profits <br><br> and losses
--- --- --- --- --- ---
Subsidies provided by Yonghui for development<br> in Ningbo 7,520,508.00 Other incomes 7,520,508.00
Cold chain subsidies from the Port Logistics<br> Office of the Chongqing Municipal People’s Government 7,450,000.00 Other incomes 7,450,000.00
Support funds for the Yangpu District<br> Electronic Industry Park in Shanghai 7,152,000.00 Other incomes 7,152,000.00
Incentive projects for expanding the<br> use of foreign investment by the Shenzhen Municipal Bureau of Commerce 6,330,000.00 Other incomes 6,330,000.00
Project funds for the agricultural product<br> supply chain system of the Zhengzhou Municipal Bureau of Commerce 5,000,000.00 Other incomes 5,000,000.00
Incentives for promoting the development<br> of headquarters economy by the Fuzhou Municipal Finance Bureau 5,000,000.00 Other incomes 5,000,000.00
Subsidies for training in place of work<br> in Sichuan 4,546,025.98 Other incomes 4,546,025.98
Supply guarantee subsidies in Chongqing 3,955,000.00 Other incomes 3,955,000.00
Financial Treasury Payment Center of<br> Jiangbei District, Chongqing Support  funds for industrial development 6,344,700.00 Other incomes 6,344,700.00
Subsidies for employment stability in<br> Chongqing 3,137,070.00 Other incomes 3,137,070.00
Investment cooperation funds of Jiangbei<br> District, Chongqing 3,135,015.98 Other incomes 3,135,015.98
Investment and business cooperative agreement<br> in Lianjiang County, Fujian 3,103,797.00 Other incomes 3,103,797.00
Supply guarantee subsidies in Shanghai 3,007,627.00 Other incomes 3,007,627.00
Subsidies for employment stability in<br> Anhui 2,580,313.72 Other incomes 2,580,313.72
Subsidies for skills training in Sichuan 2,552,048.00 Other incomes 2,552,048.00
Social security subsidies in Chongqing 2,283,285.58 Other incomes 2,283,285.58
Subsidies for employment stability in<br> Fujian 2,074,718.35 Other incomes 2,074,718.35
Other income-related governmental subsidies 66,086,730.12 Other incomes 66,086,730.12
Total 299,461,365.58 208,831,135.67
(2). Return of governmental subsidy
--- ---
¨ Applicable Not applicable
--- --- --- ---
87. Others
--- ---
¨ Applicable Not applicable
--- --- --- ---

VIII.Change of Consolidation Scope

1. Business combination not under the same control
¨ Applicable Not applicable
--- --- --- ---
2. Business combination under the same control
--- ---
¨ Applicable Not applicable
--- --- --- ---
3. Counter purchase
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 300 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
4. Disposal of subsidiaries
--- ---

Whether the situation exists that control right is lost in the subsidiary investment by single disposal

Applicable ¨ Not<br> applicable

Unit: ’0,000 Yuan Currency: RMB

Name<br> of Subsidiary Equity<br><br> disposal<br><br> price Equity disposal ratio (%) Equity<br><br> disposal<br><br> approach Time<br> point<br> of losing<br> control right Determination<br><br> basis of time<br> point of losing<br> control right Balance<br> between<br><br> the disposal price<br> and the net assets<br> of the subsidiary<br> entitled in the<br> consolidated <br><br> financial statement<br> corresponding to<br> the disposal of the<br> investment Proportion of residual equities on the date of losing control right (%) Book<br> value of<br><br> the remaining<br> equity on the<br> date of losing<br> the control right Fair<br> value of<br><br> the remaining<br> equity on the<br> date of losing<br> the control right Re-measurement<br><br> of the gains or<br> losses arising<br> from the <br><br> remaining equity<br> at fair value Methods<br> and<br> main assumptions<br> for determining<br> the fair value<br> of the remaining<br> equity on the<br> date of loss<br> of control Original<br><br> subsidiary’s<br><br> equity investment<br> related other<br> comprehensive<br> income<br> transferred to<br> investment gains<br> and losses
Xiamen<br> Yonghui Yunchuang Technology Co., Ltd. 120 100 Equity transfer November 30, 2022 Agreed date by the equity<br> transfer agreement 20,206.89
– 301 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Other notes:

Applicable ¨ Not applicable

On November 30, 2022, Yonghui Yunchuang Technology Co., Ltd. entered into an agreement with a third party regarding the transfer of equity of Xiamen Yonghui Yunchuang Technology Co., Ltd. The agreement stipulates the transfer of 100% equity of Xiamen Yonghui Yunchuang Technology Co., Ltd. to the third party, with a transfer price of RMB1.2 million. From the date of the agreement, Yonghui Yunchuang Technology Co., Ltd. will no longer enjoy and assume the corresponding shareholder rights and obligations.

5. Changes in the combination scope for other reasons

Descriptions for change in combination ranges caused by other reasons (e.g. newly establishment of subsidiary, clearing of subsidiary, etc.), and relevant situations:

¨ Applicable Not applicable
6. Others
--- ---
¨ Applicable Not applicable
--- --- --- ---
IX. Equity in Other Entities
--- ---
1. Equity in Subsidiaries
--- ---
(1). Constitution of the enterprise group
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Principal Shareholding
--- --- --- --- --- --- --- --- ---
Place<br> of Registered Nature<br> of ratio<br> (%) Acquisition
Name<br> of Subsidiary Business address business Direct Indirect method
Fujian<br> Minhou Yonghui Commercial Co., Ltd. Fuzhou,<br> Fujian Fuzhou,<br> Fujian Commercial<br> retail 100 Investment<br> establishment
Xiamen<br> Yonghui  Minsheng Superstores Co., Ltd. Xiamen,<br> Fujian Xiamen,<br> Fujian Commercial<br> retail 100 Investment<br> establishment
Xiamen<br> Yonghui  Commercial Co., Ltd. Xiamen,<br> Fujian Xiamen,<br> Fujian Commercial<br> retail 100 Investment<br> establishment
Fujian<br> Strait Food  Development Co., Ltd. Fuzhou,<br> Fujian Fuzhou,<br> Fujian Commercial<br> trade 100 Investment<br> establishment
Fujian<br> Yonghui Modern Agriculture Development Co., Ltd. Fuzhou,<br> Fujian Fuzhou,<br> Fujian Commercial<br> trade 100 Investment<br> establishment
Guangdong<br> Yonghui Superstores Co., Ltd. Guangzhou,<br> Guangdong Guangzhou,<br> Guangdong Commercial<br> retail 50 Investment<br> establishment
Fujian<br> Yonghui Logistics Co., Ltd. Fuzhou,<br> Fujian Fuzhou,<br> Fujian Logistic<br> distribution 95 5 Investment<br> establishment
Fujian<br> Yonghui Superstores Co., Ltd. Fuzhou,<br> Fujian Fuzhou,<br> Fujian Commercial<br> retail 100 Investment<br> establishment
Shenzhen<br> Yonghui Superstores Co., Ltd. Shenzhen,<br> Guangdong Shenzhen<br> , Guangdong Commercial<br> retail 50 Investment<br> establishment
Fujian<br> Yonghui Import  and Export Trade Co., Ltd. Pingtan,<br> Fujian Pingtan,<br> Fujian Commercial<br> trade 100 Investment<br> establishment
Fujian<br> Yongjin Trading Co., Ltd. Fuzhou,<br> Fujian Fuzhou,<br> Fujian Commercial<br> trade 49 51 Investment<br> establishment
– 302 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Principal Shareholding
--- --- --- --- --- --- --- --- ---
Place<br> of Registered Nature<br> of ratio<br> (%) Acquisition
Name<br> of Subsidiary Business address business Direct Indirect method
Jiangxi<br> Yonghui Superstores Co., Ltd. Nanchang,<br> Jiangxi Nanchang,<br> Jiangxi Commercial<br> retail 100 Investment<br> establishment
Chongqing<br> Yonghui Superstores Co., Ltd. Chongqing Chongqing Commercial<br> retail 100 Investment<br> establishment
Yonghui<br> Logistics Co., Ltd. Chongqing Chongqing Logistic<br> distribution 90 10 Investment<br> establishment
Sichuan<br> Yonghui Store Co., Ltd. Chengdu,<br> Sichuan Chengdu,<br> Sichuan Commercial  retail 100 Investment<br> establishment
Guizhou<br> Yonghui Superstores Co., Ltd. Guiyang,<br> Guizhou Guiyang,<br> Guizhou Commercial  retail 100 Investment<br> establishment
Chengdu<br> Yonghui Business Development Co., Ltd. Chengdu,<br> Sichuan Chengdu,<br> Sichuan Logistic<br> distribution 80 20 Investment<br> establishment
Chongqing<br> Xuanhui Real Estate Development Co., Ltd. Chongqing Chongqing Real<br> estate 100 Investment<br> establishment
Shaanxi<br> Yonghui Superstores Co., Ltd. Xi’an,<br> Shaanxi Xi’an,<br> Shaanxi Commercial  retail 100 Investment<br> establishment
Fuping<br> Yonghui Modern Agricultural Development Co., Ltd. Fuping,<br> Shaanxi Fuping,<br> Shaanxi Food<br> sales 100 Investment<br> establishment
Guansu<br> Yonghui Superstores Co., Ltd. Lanzhou,<br> Gansu Lanzhou,<br> Gansu Commercial  retail 100 Investment<br> establishment
Qinghai<br> Yonghui Superstores Co., Ltd. Xining,<br> Qinghai Xining,<br> Qinghai Commercial  retail 100 Investment<br> establishment
Baotou<br> Yonghui Superstores Co., Ltd. Beijing Beijing Commercial  retail 100 Investment<br> establishment
Yonghui<br> Yunjin Technology Co., Ltd. Chongqing Chongqing Technical  service 100 Investment<br> establishment
Yonghui<br> Holdings Co., Ltd. Hong<br> Kong Hong<br> Kong Investment 100 Investment<br> establishment
Chongqing<br> Yonghui Small Loan Co., Ltd. Chongqing Chongqing Commercial  loan 100 Investment<br> establishment
Yonghui<br> Qinghe Business Factoring (Chongqing) Co., Ltd. Chongqing Chongqing Commercial  factoring 100 Investment<br> establishment
LOHAS<br> Life International Business Co., Ltd. Hong<br> Kong Hong<br> Kong Commercial  trade 100 Investment<br> establishment
Xiangxin<br> Investment Fund Management Co., Ltd. Fuzhou,  Fujian Fuzhou,  Fujian Investment 100 Investment<br> establishment
Yonghui<br> Japan Co., Ltd. Japan Japan Commercial  trade 80 Investment<br> establishment
Ningbo<br> Xinguan Investment Co., Ltd. Ningbo,<br> Zhejiang Ningbo,<br> Zhejiang Investment 100 Investment<br> establishment
Ningbo<br> Xinzhi Investment Co., Ltd. Ningbo,<br> Zhejiang Ningbo,<br> Zhejiang Investment 100 Investment<br> establishment
Chongqing<br> Boyuan Xunke Technology Co., Ltd. Chengdu,<br> Sichuan Chengdu,<br> Sichuan Information<br> technology 100 Investment<br> establishment
Fujian<br> Lianchuang Zhiye Construction Engineering Co., Ltd. Fuzhou,  Fujian Fuzhou,  Fujian Engineering<br> construction 60 Investment<br> establishment
– 303 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Principal Shareholding
--- --- --- --- --- --- --- --- ---
Place<br> of Registered Nature<br> of ratio<br> (%) Acquisition
Name<br> of Subsidiary Business address business Direct Indirect method
Tianjin<br> Yonghui Superstores Co., Ltd. Tianjin Tianjin Commercial<br> retail 100 Investment<br> establishment
Fujian<br> Hechuang Project Supervision Co., Ltd. Fuzhou,  Fujian Fuzhou,  Fujian Engineering<br> construction 60 Investment<br> establishment
Ningbo<br> Yicun Yipin Investment Partnership Enterprise (Limited Partnership) Ningbo,<br> Zhejiang Ningbo,<br> Zhejiang Investment 100 Investment<br> establishment
Ningbo<br> Xinzi  Investment Partnership Enterprise (Limited Partnership) Ningbo,<br> Zhejiang Ningbo,<br> Zhejiang Investment 100 Investment<br> establishment
Anhui<br> Yonghui Superstores Co., Ltd. Hefei,<br> Anhui Hefei,<br> Anhui Commercial  retail 100 Investment<br> establishment
Anhui<br> Yonghui Logistics Co., Ltd. Feidong,  Anhui Feidong,  Anhui Logistic<br> distribution 100 Investment<br> establishment
Jiangsu<br> Yonghui Superstores Co., Ltd. Nanjing,<br> Jiangsu Nanjing,<br> Jiangsu Commercial<br> retail 100 Investment<br> establishment
Zhejiang<br> Yonghui Superstores Co., Ltd. Hangzhou,<br> Zhejiang Hangzhou,<br> Zhejiang Commercial  retail 100 Investment<br> establishment
Jiangsu<br> Yonghui Business Management Co., Ltd. Nanjing,<br> Jiangsu Nanjing,<br> Jiangsu Commercial  trade 100 Investment<br> establishment
Ningbo<br> Yonghui Superstores Co., Ltd. Ningbo,<br> Zhejiang Ningbo,<br> Zhejiang Commercial  retail 100 Investment<br> establishment
East<br> China Yonghui Logistics Co., Ltd. Kunshan,<br> Jiangsu Kunshan,<br> Jiangsu Logistic<br> distribution 100 Investment<br> establishment
Jiaxing<br> Yonghui Superstores Co., Ltd. Jiaxing,<br> Zhejiang Jiaxing,<br> Zhejiang Commercial<br> retail 100 Investment<br> establishment
Henan<br> Yonghui Superstores Co., Ltd. Zhengzhou,<br> Henan Zhengzhou,<br> Henan Commercial  retail 100 Investment<br> establishment
Shanxi<br> Yonghui Superstores Co., Ltd. Taiyuan,  Shanxi Taiyuan,  Shanxi Commercial  retail 100 Investment<br> establishment
Heilongjiang<br> Yonghui Superstores Co., Ltd. Harbin,<br> Heilongjiang Harbin,<br> Heilongjiang Commercial  retail 100 Investment<br> establishment
Jilin<br> Yonghui Superstores Co., Ltd. Changchun,<br> Jilin Changchun,<br> Jilin Commercial  retail 100 Investment<br> establishment
Liaoning<br> Yonghui Superstores Co., Ltd. Shenyang,<br> Liaoning Shenyang,<br> Liaoning Commercial  retail 100 Investment<br> establishment
Liaoning<br> Yonghui Logistics Co., Ltd. Shenyang,<br> Liaoning Shenyang,<br> Liaoning Logistic<br> distribution 100 Investment<br> establishment
Songyuan<br> Yonghui Superstores Co., Ltd. Songyuan,  Jilin Songyuan,  Jilin Commercial<br> retail 55 Investment<br> establishment
Shanghai<br> Yonghui Superstores Co., Ltd. Shanghai Shanghai Commercial  retail 100 Investment<br> establishment
Shanghai<br> Baoshan Yonghui Superstores Co., Ltd. Shanghai Shanghai Commercial  retail 100 Investment<br> establishment
Shanghai<br> Yonghui Yangpu Superstores Co., Ltd. Shanghai Shanghai Commercial  retail 100 Investment<br> establishment
Shanghai<br> Songjiang Yonghui Superstores Co., Ltd. Shanghai Shanghai Commercial  retail 100 Investment<br> establishment
– 304 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Principal Shareholding
--- --- --- --- --- --- --- --- ---
Place<br> of Registered Nature<br> of ratio<br> (%) Acquisition
Name<br> of Subsidiary Business address business Direct Indirect method
Fuping<br> Yunshang Supply Chain Management Co., Ltd. Fuping,<br> Shaanxi Fuping,<br> Shaanxi Commercial<br> trade 100 Investment<br> establishment
Xizang<br> Yonghui Superstores Co., Ltd. Lhasa,<br> Xizang Lhasa,<br> Xizang Commercial<br> retail 100 Investment<br> establishment
Guizhou<br> Yonghui Logistics Co., Ltd. Guiyang,<br> Guizhou Guiyang,<br> Guizhou Logistic<br> distribution 100 Investment<br> establishment
Chengde<br> Yonghui Renhe Superstores Co., Ltd. Chengde,  Hebei Chengde,  Hebei Commercial<br> retail 51 Investment<br> establishment
Hebei<br> Yonghui Superstores Co., Ltd. Shijiazhuang,<br> Hebei Shijiazhuang,<br> Hebei Commercial<br> retail 100 Investment<br> establishment
Gansu<br> Minxian Yonghui Agricultural Development Co., Ltd. Minxian,  Gansu Minxian,  Gansu Food<br> sales 51 Investment<br> establishment
Shandong<br> Yonghui Superstores Co., Ltd. Jinan,<br> Shandong Jinan,<br> Shandong Commercial<br> retail 100 Investment<br> establishment
Fuzhou<br> Dongzhan International Trade Co., Ltd. Fuzhou,  Fujian Fuzhou,  Fujian Commercial<br> trade 100 Investment<br> establishment
Ruilingtong<br> Marketing Services (Shanghai) Co., Ltd. Shanghai Shanghai Business<br> services 57 Investment<br> establishment
Guangdong  PARK&YH<br> Superstores Co., Ltd. Shenzhen,<br> Guangdong Shenzhen,<br> Guangdong Commercial<br> retail 50 Investment<br> establishment
Beijing<br> Yonghui Superstores Co., Ltd. Beijing Beijing Commercial<br> retail 100 Investment<br> establishment
Hubei<br> Yonghui Zhongbai Superstores Co., Ltd. Wuhan,<br> Hubei Wuhan,<br> Hubei Commercial<br> retail 55 Investment<br> establishment
Yunnan<br> Yonghui Superstores Co., Ltd. Kunming,  Yunnan Kunming,  Yunnan Commercial<br> retail 100 Investment<br> establishment
Ningxia<br> Yonghui Superstores Co., Ltd. Yinchuan,  Ningxia Yinchuan,  Ningxia Commercial<br> retail 100 Investment<br> establishment
Hunan<br> Yonghui Superstores Co., Ltd. Changsha,<br> Hunan Changsha,<br> Hunan Commercial<br> retail 100 Investment<br> establishment
Guangxi<br> Yonghui Superstores Co., Ltd. Nanning,<br> Guangxi Nanning,<br> Guangxi Commercial<br> retail 100 Investment<br> establishment
Beijing<br> Yonghui  Commercial  Co., Ltd. Beijing Beijing Commercial<br> retail 100 Consolidation<br> not under the same control
Shanghai<br> Dongzhan International Trade Co., Ltd. Shanghai Shanghai Commercial<br> trade 100 Consolidation<br> not under the same control
Shanghai<br> Yinjie International Trade Co., Ltd. Shanghai Shanghai Commercial<br> trade 100 Consolidation<br> not under the same control
Guangzhou<br> PARK&YH Superstores Co., Ltd. Guangzhou,<br> Guangdong Guangzhou,<br> Guangdong Commercial<br> retail 48.34 Consolidation<br> not under the same control
Jiangmen<br> ParknShop Supermarket Co., Ltd. Jiangmen,<br> Guangdong Jiangmen,<br> Guangdong Commercial<br> retail 48.34 Consolidation<br> not under the same control
Dongguan<br> DG Mall Supermarket Co., Ltd. Dongguan,<br> Guangdong Dongguan,<br> Guangdong Commercial<br> retail 48.34 Consolidation<br> not under the same control
– 305 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Principal Shareholding
--- --- --- --- --- --- --- --- ---
Place<br> of Registered Nature<br> of ratio<br> (%) Acquisition
Name<br> of Subsidiary Business address business Direct Indirect method
Yonghui<br> Yunchuang Technology Co., Ltd. Shanghai,<br> China Shanghai,<br> China Business<br> services 46.6 Consolidation<br> not under the same control
Fujian<br> Yonghui Yunchuang Technology Co., Ltd. Fuzhou,<br> Fujian Fuzhou,<br> Fujian Commercial<br> retail 46.6 Consolidation<br> not under the same control
Shenzhen<br> Yonghui Yunchuang Technology Co., Ltd. Shenzhen,<br> Guangdong Shenzhen,<br> Guangdong Commercial<br> retail 46.6 Consolidation<br> not under the same control
Guangdong<br> Yonghui Yunchuang Technology Co., Ltd. Guangzhou,<br> Guangdong Guangzhou,<br> Guangdong Commercial<br> retail 46.6 Consolidation<br> not under the same control
Fujian<br> Yunwang Technology Co., Ltd. Fuzhou,<br> Fujian Fuzhou,<br> Fujian Commercial<br> retail 27.96 Consolidation<br> not under the same control
Chongqing<br> Yonghui Yunchuang Technology Co., Ltd. Chongqing,<br> China Chongqing,<br> China Commercial<br> retail 46.6 Consolidation<br> not under the same control
Sichuan<br> Yonghui Yunchuang Technology Co., Ltd. Chengdu,<br> Sichuan Chengdu,<br> Sichuan Commercial<br> retail 46.6 Consolidation<br> not under the same control
Fuzhou<br> Yonghui Yunchuang Technology Co., Ltd. Fuzhou,<br> Fujian Fuzhou,<br> Fujian Commercial<br> retail 46.6 Consolidation<br> not under the same control
Beijing<br> Yonghui Yunchuang Technology Co., Ltd. Beijing,<br> China Beijing,<br> China Commercial<br> retail 46.6 Consolidation<br> not under the same control
Beijing<br> Huichuang Youpin Technology Co., Ltd. Beijing,<br> China Beijing,<br> China Commercial<br> retail 46.6 Consolidation<br> not under the same control
Jiangsu<br> Yonghui Yunchuang Technology Co., Ltd. Nanjing,<br> Jiangsu Nanjing,<br> Jiangsu Commercial<br> retail 46.6 Consolidation<br> not under the same control
Zhejiang<br> Yonghui Yunchuang Technology Co., Ltd. Hangzhou,<br> Zhejiang Hangzhou,<br> Zhejiang Commercial<br> retail 46.6 Consolidation<br> not under the same control
Anhui<br> Yonghui Yunchuang Technology Co., Ltd. Hefei,<br> Anhui Hefei,<br> Anhui Commercial<br> retail 46.6 Consolidation<br> not under the same control
Ningbo<br> Yonghui Yunchuang Technology Co., Ltd. Ningbo,<br> Zhejiang Ningbo,<br> Zhejiang Commercial<br> retail 46.6 Consolidation<br> not under the same control
Xiamen<br> Yongyun Technology Co., Ltd. Xiamen,<br> Fujian Xiamen,<br> Fujian Commercial<br> retail 27.96 Consolidation<br> not under the same control
Shanghai<br> Yonghui Yunchuang Technology Co., Ltd. Shanghai,<br> China Shanghai,<br> China Technical<br> service 46.6 Consolidation<br> not under the same control
Jiangxi<br> Yonghui Yunchuang Zhongcheng Technology Co., Ltd. Nanchang,<br> Jiangxi Nanchang,<br> Jiangxi Commercial<br> retail 46.6 Consolidation<br> not under the same control
Henan<br> Yonghui Yunchuang Technology Co., Ltd. Zhengzhou,<br> Henan Zhengzhou,<br> Henan Commercial<br> retail 46.6 Consolidation<br> not under the same control
Fuzhou<br> Minhou Yonghui Superstores Co., Ltd. Fuzhou,<br> Fujian Fuzhou,<br> Fujian Commercial<br> retail 100 Consolidation under the same control
– 306 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Principal Shareholding
--- --- --- --- --- --- --- --- ---
Place<br> of Registered Nature<br> of ratio<br> (%) Acquisition
Name<br> of Subsidiary Business address business Direct Indirect method
Fujian<br> Yonghui Culture Media Co., Ltd. Fuzhou,<br> Fujian Fuzhou,<br> Fujian Business<br> services 100 Consolidation<br> under the same control
Fujian<br> Yonghui Commercial Co., Ltd. Fuzhou,<br> Fujian Fuzhou,<br> Fujian Commercial<br> retail 100 Consolidation<br> under the same control
Hubei<br> Fuhan Supply Chain Management Co., Ltd. Wuhan,<br> Hubei Wuhan,<br> Hubei Food<br> sales 100 Investment<br> establishment
Jiangsu<br> Yunfu Supply Chain Management Co., Ltd. Nanjing,<br> Jiangsu Nanjing,<br> Jiangsu Food<br> sales 100 Investment<br> establishment
Shandong<br> Fuping Supply Chain Management Co., Ltd. Weifang,<br> Shandong Weifang,<br> Shandong Commercial<br> retail 100 Investment<br> establishment
Jiangxi<br> Fuping Supply Chain Management Co., Ltd. Nanchang,<br> Jiangxi Nanchang,<br> Jiangxi Commercial<br> retail 100 Investment<br> establishment
Shaanxi<br> Fuping Supply Chain Management Co., Ltd. Weinan,<br> Shaanxi Weinan,<br> Shaanxi Commercial<br> retail 100 Investment<br> establishment
Hainan<br> Fuli Supply Chain Management Co., Ltd. Sanya,<br> Hainan Sanya,<br> Hainan Commercial<br> retail 100 Investment<br> establishment
Anhui<br> Fuwan Supply Chain Management Co., Ltd. Hefei,<br> Anhui Hefei,<br> Anhui Commercial<br> retail 100 Investment<br> establishment
Zhuhai<br> Fuyue Supply Chain Management Co., Ltd. Zhuhai,<br> Guangdong Zhuhai,<br> Guangdong Commercial<br> retail 100 Investment<br> establishment
Hebei<br> Fuji Supply Chain Management Co., Ltd. Shijiazhuang,<br> Hebei Shijiazhuang,<br> Hebei Commercial<br> retail 100 Investment<br> establishment
Xinjiang<br> Fuchi Supply Chain Management Co., Ltd. Aksu,<br> Xinjiang Aksu,<br> Xinjiang Commercial<br> retail 100 Investment<br> establishment
Guangdong<br> Fuyue Supply Chain Management Co., Ltd. Guangzhou,<br> Guangdong Guangzhou,<br> Guangdong Commercial<br> retail 100 Investment<br> establishment
Zhejiang<br> Yunfu Supply Chain Management Co., Ltd. Hangzhou,<br> Zhejiang Hangzhou,<br> Zhejiang Food<br> sales 100 Investment<br> establishment
Fuzhou<br> Fuping Supply Chain Management Co., Ltd. Fuzhou,<br> Fujian Fuzhou,<br> Fujian Food<br> sales 100 Investment<br> establishment
Shanghai<br> Yunfu Supply Chain Management Co., Ltd. Shanghai Shanghai Food<br> sales 100 Investment<br> establishment
Sichuan<br> Yunfu Supply Chain Management Co., Ltd. Chengdu,<br> Sichuan Chengdu,<br> Sichuan Food<br> sales 100 Investment<br> establishment
Beijing<br> Fujing Supply Chain Management Co., Ltd. Beijing,<br> China Beijing,<br> China Food<br> sales 100 Investment<br> establishment
Chongqing<br> Fuping Supply Chain Management Co., Ltd. Chongqing,<br> China Chongqing,<br> China Food<br> sales 100 Investment<br> establishment
– 307 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Principal Shareholding
--- --- --- --- --- --- --- --- ---
Place<br> of Registered Nature<br> of ratio<br> (%) Acquisition
Name<br> of Subsidiary Business address business Direct Indirect method
Yunnan<br> Fuping Yunshang Supply Chain Management Co., Ltd. Kunming,<br> Yunnan Kunming,<br> Yunnan Food<br> sales 100 Investment<br> establishment
Henan<br> Yunfu Supply Chain Management Co., Ltd. Zhengzhou,<br> Henan Zhengzhou,<br> Henan Food<br> sales 100 Investment<br> establishment
Baotou<br> Yonghui Commercial Co., Ltd. Baotou,<br> Inner Mongolia Baotou,<br> Inner Mongolia Commercial<br> retail 100 Investment<br> establishment
Beijing<br> Yonghui Technology Co., Ltd. Beijing Beijing Commercial<br> retail 100 Investment<br> establishment
Fujian<br> Yuntong Supply Chain Co., Ltd. Fuzhou,<br> Fujian Fuzhou,<br> Fujian Commercial<br> retail 100 Investment<br> establishment
Fujian<br> Yongyuehui Business Management Co., Ltd. Fuzhou,<br> Fujian Fuzhou,<br> Fujian Commercial<br> retail 100 Investment<br> establishment
Chongqing<br> Fuyu Supply Chain Management Co., Ltd. Chongqing Chongqing Commercial<br> retail 100 Investment<br> establishment
Hebei<br> Yuanxiaoji Technology Development Co., Ltd. Shijiazhuang,<br> Hebei Shijiazhuang,<br> Hebei Commercial<br> retail 100 Investment<br> establishment
Guizhou<br> Fuping Supply Chain Management Co., Ltd. Guiyang,<br> Guizhou Guiyang,<br> Guizhou Food<br> sales 100 Investment<br> establishment
Guangxi<br> Fuyue Supply Chain Management Co., Ltd. Nanning,<br> Guangxi Nanning,<br> Guangxi Commercial<br> retail 100 Investment<br> establishment
Zhangzhou<br> Yonghui Digital Business Co., Ltd. Zhangzhou,<br> Fujian Zhangzhou,<br> Fujian Commercial<br> retail 100 Investment<br> establishment
Sichuan<br> Huipeng E-commerce Co., Ltd. Chengdu,<br> Sichuan Chengdu,<br> Sichuan Commercial<br> retail 100 Investment<br> establishment

Illustration on the difference between the shareholding ratio in subsidiaries and voting right ratio:

None

Basis on being controllable of the invested company with half or less voting rights as well as on being uncontrollable of the invested company but with half or more voting rights:

Although the Group only holds less than 50% of the equity interest in Guangdong ParknShop Yonghui Superstores Co., Ltd (“Guangdong ParknShop”) and its subsidiaries, Guangdong ParknShop is a Sino-foreign joint venture where the highest governing body is the Board of Directors, consisting of six directors. The Group has the right to appoint the chairman and two additional directors. Major operational decisions require approval by more than half (including half) of the directors. If the attending directors reach a consensus of equal number of approvals and rejections, the Board of Directors shall vote again on the resolution, and all attending directors shall vote according to the chairman’s voting result. Therefore, the Group considers it as a subsidiary. Although the Group’s ownership of only 46.60% of the equity in Yunchuang and its subsidiaries, Yunchuang is a Sino-foreign joint venture operating enterprise with the Board of Directors as its highest governing body. The Board of Directors consists of seven members, and the Group has the authority to appoint four directors. With major operational decisions requiring approval by a majority of the directors, the Group recognizes Yunchuang as its subsidiary.

– 308 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

The control basis on important structured bodies within the consolidation scope:

None

Basis for determining whether the company is an agent or a bailor:

None

Other notes:

None

(2). Important non-wholly-owned subsidiaries
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Profit and loss Closing
Shareholding attributable to Dividends balance of
ratio of minority assigned to equity of
minority shareholders shareholders minority
Name of Subsidiary shareholders in this term in this term shareholders
Guangdong PARK&YH Superstores Co., Ltd. 50.00 -104,382,320.58 29,705,522.76
Yonghui Yunchuang Technology Co., Ltd. 53.40 -104,285,933.29 147,404,147.44

Illustration on the difference between the shareholding ratio in subsidiaries and voting right ratio:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
– 309 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(3). Main financial information of important non-wholly-owned subsidiaries
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: ’0,000 Yuan Currency:RMB

**** Closing balance Opening balance
Name of Subsidiary Current assets Non- current asset Total assets Current liabilities Non- current liabilities Total liabilities Current assets Non- current asset Total assets Current liabilities Non- current liabilities Total liabilities
Guangdong<br> PARK&YH Superstores Co., Ltd. 160,277.73 115,117.50 275,395.23 198,303.39 107,230.68 305,534.07 308,898.72 137,390.21 446,288.93 336,801.95 118,772.88 455,574.83
Yonghui<br> Yunchuang Technology Co., Ltd. 473,131.38 1,429.82 474,561.20 485,379.89 485,379.89 1,304,316.32 10,919.17 1,315,235.48 1,318,720.85 650.87 1,319,371.72
**** Amount of current period Amount of last period
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Name<br> of Subsidiary Operating<br> <br> revenue Net<br> profit Total<br> comprehensive<br> income Cash<br> flow <br> from <br> operating <br> activities Operating<br><br> revenue Net<br> profit Total<br> <br> comprehensive<br> income Cash<br> flow<br> from<br> operating<br> activities
Guangdong<br> PARK&YH Superstores Co., Ltd. 367,224.90 -20,852.95 -20,852.95 12,974.60 491,479.87 -50,309.91 -50,309.91 38,292.31
Yonghui<br> Yunchuang Technology Co., Ltd. 3,694.32 -6,682.45 -6,682.45 -10,246.41 47,492.91 -37,921.76 -37,921.76 -15,874.79
– 310 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

(4). Important limitations on using Group’s assets and paying off liabilities of the Group
¨ Applicable Not<br> applicable
--- --- --- ---
(5). Financial support and other support provided to the structured entities that are included in the combined financial statement
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---

Other notes:

¨ Applicable Not<br> applicable
2. Transactions controlling the subsidiaries in case of equity shares change of subsidiaries
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
(1). Description on changes in equity of subsidiaries
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

In the current year, the company acquired 27.03% equity of its subsidiary, Fuping Yonghui Modern Agricultural Development Co., Ltd., for a price of RMB2.98 million. After the acquisition, the Company’s equity stake in Fuping Yonghui Modern Agricultural Development Co., Ltd. reached 100%. Due to the acquisition of the minority shareholder’s equity, the Company reduced its capital surplus by RMB12.2113 million and increased minority shareholders’ equity by RMB9.2313 million.

(2). Influences of transactions on minority equity and equity attributable to the parent company
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Fuping Yonghui Modern <br> Agricultural<br> Development <br><br> Co., Ltd.
Purchase cost/disposal consideration
– Cash 2,980,000.00
– Fair value of the non-cash assets
Total purchase cost/disposal consideration 2,980,000.00
Less: subsidiary’s net asset shares calculated according to the<br> ratio of acquired/disposed equities -9,231,255.70
Difference 12,211,255.70
Including: adjusting capital reserves 12,211,255.70
Adjusting surplus reserves
Adjusting undistributed profits

Other disclosures

¨ Applicable Not<br> applicable
3. Equities in Cooperative Enterprises and Joint Ventures
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
– 311 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(1). Important cooperative enterprises and joint ventures
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
---
Names of Accounting treatment method for investment in
--- --- --- --- --- --- --- --- ---
cooperative Principal Shareholding cooperative
enterprises and Place of Registered Nature of ratio (%) enterprises and
joint ventures Business address business Direct Indirect joint ventures
Zhongbai Holdings Group Co., Ltd. Wuhan, Hubei Wuhan, Hubei Commercial retail 9.93 Equity method
Fujian OneBank Limited Pingtan, Fujian Pingtan, Fujian Finance 27.50 Equity method
Chengdu Hongqi Chain Co., Ltd. Chengdu, Sichuan Chengdu, Sichuan Commercial retail 21.00 Equity method

Description on the difference between the shareholding ratio in cooperative enterprises or joint ventures and voting right:

None

Basis on holding a voting right below 20% but having significant influence, or holding a voting right above 20% but having no significant influence:

Note 1: According to the provisions of the Articles of Association of Zhongbai Group, there are<br> seven non-independent directors in the board of directors of Zhongbai Group, and the Company holds two seats among them. Therefore,<br> the Management of the Group thinks that it can exert significant influence over Zhongbai Group, making Zhongbai a joint venture of<br> the Company.
(2). Main financial information of important cooperative enterprises
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
(3). Main financial information of important joint ventures
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: ’0,000 Yuan Currency: RMB

Closing balance/amount<br> of <br> current period Opening balance/incurred amount of <br> last period
Zhongbai<br> Group OneBank Hongqi<br> Chain Zhongbai<br> Group OneBank Hongqi<br> Chain
Current assets 393,673.03 2,075,525.95 450,903.44 339,288.92 1,598,749.58 352,949.30
Non-current asset 863,912.20 514,048.51 368,337.76 906,842.45 244,685.24 399,596.68
Total assets 1,257,585.23 2,589,574.46 819,241.20 1,246,131.37 1,843,434.82 752,545.98
Current liabilities 716,965.87 1,136,457.10 334,535.49 673,669.54 663,308.91 291,713.11
Non-current liabilities 258,968.46 1,230,607.54 69,651.59 258,339.07 960,804.04 92,441.67
Total liabilities 975,934.33 2,367,064.64 404,187.08 932,008.61 1,624,112.95 384,154.78
Minority interests 6,255.09 6,742.83
Shareholders’ equity attributable<br> to the parent company 275,395.81 222,509.82 415,054.12 307,379.93 219,321.87 368,391.20
Net asset share calculated as per shareholding<br> ratio 27,346.80 61,190.20 87,161.36 91,783.65 60,313.51 77,362.15
– 312 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Closing balance/amount<br> of <br> current period Opening balance/incurred<br> amount of <br> last period
--- --- --- --- --- --- --- --- --- --- --- --- ---
Zhongbai<br> Group OneBank Hongqi<br> Chain Zhongbai<br> Group OneBank Hongqi<br> Chain
Adjustments 13,262.92 1.72 117,501.40 39,460.25 1.72 117,501.40
– Goodwill
–<br> Unrealized profits in internal transaction
– Others 13,262.92 1.72 117,501.40 39,460.25 1.72 117,501.40
Book<br> value on equity investment of joint ventures 40,609.72 61,191.92 204,662.76 131,243.90 60,315.23 194,863.55
Fair value of equity<br> investment of joint ventures with public offer 41,203.96 160,792.80 101,879.42 151,939.20
Operating revenue 1,219,740.63 55,833.48 1,002,008.89 1,233,055.37 31,265.79 935,107.08
Net profit -31,346.30 3,503.12 48,566.92 -1,314.16 517.41 48,069.62
Net profits under discontinued<br> operations
Other comprehensive income -315.17 197.98
Total comprehensive income -31,346.30 3,187.95 48,566.92 -1,314.16 715.39 48,069.62
Annual dividend received<br> from joint ventures 399.84 1,016.76 4,512.48
(4). Financial information summary of unimportant cooperative enterprises and joint ventures
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing<br><br> balance/<br> amount of<br> current period Opening<br> <br> balance/<br> incurred<br> amount of<br> last period
Cooperative enterprises:
Total book value of investment 48,619,418.14 156,722,946.25
Total of the following items calculated as per the shareholding ratio
– Net profit -108,103,528.11 -384,544,289.20
– Other comprehensive income
– Total comprehensive income -108,103,528.11 -384,544,289.20
Joint ventures:
Total book value of investment 526,318,139.40 749,042,729.34
Total of the following items calculated as per the shareholding ratio
– Net profit 1,514,574.84 18,014,831.28
– Other comprehensive income -5,669.98
– Total comprehensive income 1,514,574.84 18,009,161.30
(5). Description on significant limitations of the ability to transfer funds to the Company by cooperative enterprises and joint ventures
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
– 313 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(6). Excess loss occurred to cooperative enterprises and joint ventures
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Names of<br> cooperative<br><br> enterprises and<br> joint ventures Accumulated<br> unrecognized losses accumulated<br> in the previous<br> period Unconfirmed<br> losses this term (or net profit shared this term) Accumulated<br><br> unconfirmed<br> losses at the end<br> of term
Fuzhou Yijiu<br> San<br> San Bean <br> Products<br> Co., Ltd. 4,442,354.61 2,594,167.55 7,036,522.16
Shanghai Xuanhui <br><br> Business Service <br> Technology<br> Co., Ltd. 1,043,783.69 -927,499.58 116,284.11
Total 5,486,138.30 1,666,667.97 7,152,806.27

Other disclosures

(7). Unconfirmed commitment related to cooperative enterprise investment
¨ Applicable Not<br> applicable
--- --- --- ---
(8). Contingent liability related to cooperative enterprise or joint venture investment
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
4. Key joint operations
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
5. Equity in structured entities not included in the consolidated financial statement
--- ---

Description on the structured main body that is not included in the combined financial statement:

¨ Applicable Not<br> applicable
6. Others
--- ---
¨ Applicable Not<br> applicable
--- --- --- ---
X. Risks Related to Financial Instruments
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
1. Classification of financial instruments
--- ---

The primary financial instruments of the Group include cash and cash equivalents, loans and advances, trading financial assets, factored receivables, accounts receivable, other receivables, other current assets, non-current assets due within one year, long-term receivables, other non-current financial assets, borrowings, accounts payable, notes payable, other payables, non-current liabilities due within one year, and lease liabilities. Details of the financial instruments are disclosed in the relevant notes. The risks associated with these financial instruments and the risk management policies adopted by the Group to mitigate these risks are described below. The Management of the Group manages and monitors these risk exposures to ensure that the risks are kept within limits.

– 314 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

The book values of various financial instruments on the balance sheet date are as follows:


Financialassets in 2022

Financial assets
measured at fair
value with changes Financial assets
included in current measured at
Items profits and losses amortized costs Total
Monetary funds 7,615,940,712.22 7,615,940,712.22
Loans and advances 895,062,185.85 895,062,185.85
Trading financial assets 890,826,719.10 890,826,719.10
Factoring receivable 639,126,680.56 639,126,680.56
Account receivable 530,610,931.13 530,610,931.13
Other receivables 649,676,328.75 649,676,328.75
Non-current assets due within one year 43,534,741.35 43,534,741.35
Long-term receivables 264,650,510.99 264,650,510.99
Other non-current financial assets 3,918,000,000.00 3,918,000,000.00
Total 4,808,826,719.10 10,638,602,090.85 15,447,428,809.95

Financialassets as of 2021

Financial assets
measured at fair
value with changes Financial assets
included in current measured at
Items profits and losses amortized<br> costs Total
Monetary funds 9,163,127,740.22 9,163,127,740.22
Loans and advances 814,617,180.15 814,617,180.15
Trading financial assets 1,560,917,920.71 1,560,917,920.71
Factoring receivable 1,411,455,365.03 1,411,455,365.03
Account receivable 477,000,229.84 477,000,229.84
Other receivables 742,369,328.43 742,369,328.43
Non-current assets due within one year 41,563,339.26 41,563,339.26
Long-term receivables 73,044,056.84 73,044,056.84
Other non-current financial assets 4,100,000,000.00 4,100,000,000.00
Total 5,660,917,920.71 12,723,177,239.77 18,384,095,160.48

Financialliabilities

Financial liabilities Financial liabilities
measured at measured at
amortized cost amortized cost
Items in<br> 2022 as<br> of 2021
Short-term loans 6,528,480,368.69 10,947,557,472.21
Notes payable 33,000,000.00
Accounts payable 12,155,435,663.28 12,518,578,825.59
Other payables 883,542,798.78 1,606,156,907.41
Non-current liabilities due within one year 2,011,863,655.60 2,069,851,210.42
Long-term borrowings 2,070,085,001.67 1,021,069,722.22
Lease liabilities 23,110,834,161.62 24,826,561,091.82
Total 46,760,241,649.64 53,022,775,229.67
– 315 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
2. Risks of financial instruments
--- ---

The Group faces various risks related to financial instruments in its day-to-day activities, primarily credit risk, liquidity risk, and market risk (including exchange rate risk, interest rate risk, and commodity price risk). The Group’s primary financial instruments include cash and cash equivalents, loans and advances, accounts receivable financing, equity investments, creditor investments, borrowings, accounts payable, long-term accounts receivable, notes payable, and accounts payable, among others. The risks associated with these financial instruments and the risk management strategies adopted by the Group to mitigate these risks are described below.

The Board of Directors is responsible for establishing the risk management framework for the Group, formulating risk management policies and guidelines, and overseeing the implementation of risk management measures. The Group has established risk management policies to identify and analyze the risks it faces. These risk management policies provide specific guidelines for managing various aspects of risk, including market risk, credit risk, and liquidity risk. The Group periodically assesses the market environment and changes in its business activities to determine whether updates are required for the risk management policies and systems. The risk management for the Group is conducted by the Risk Management Committee in accordance with the policies approved by the Board of Directors. The Risk Management Committee identifies, evaluates, and mitigates relevant risks through close cooperation with other business departments within the Group. The Group’s internal audit department conducts regular audits of risk management controls and procedures, and reports the audit findings to the Group’s Audit Committee.

The Group diversifies its investment and business portfolio appropriately to mitigate financial instrument risks. It also reduces risks concentrated in a single industry, specific geographical area, or specific counterparties by developing corresponding risk management policies.

Credit risk

The Group only trades with recognized third party with good reputation. According to the Group’s policy, credit checks are conducted on all customers who request credit transactions. Furthermore, the Group continuously monitors the balance of accounts receivable to ensure it does not face significant bad debt risks. For transactions not settled in the functional currency of the relevant operating unit, the Group does not provide credit terms unless specifically approved by the Group’s credit control department.

As the counterparties for cash and fund product transactions are reputable banks with high credit ratings, the credit risk associated with these financial instruments is low.

The Group’s other financial assets include creditor investments, accounts receivable, other receivables, and long-term receivables. The credit risk of these financial assets arises from the default of counterparties, and the maximum exposure to risk is equal to the carrying amount of these instruments.

The maximum credit risk exposure to the Group on each balance sheet date is the total amount receivable from customers, net of impairment allowances.

Since the Group only trades with recognized and reputable third parties, no collateral is required. Credit risk concentrations are managed based on customers/counterparties, geographical areas, and industries. As of December 31, 2022, the Group has exposed to specific credit risk concentration, as 27.97% (December 31, 2021: 26.81%) of the Group’s accounts receivable is derived from the top five customers with the largest outstanding balances.

– 316 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Criteria for determining a significant increase in credit risk

The Group assesses on each balance sheet date whether there has been a significant increase in credit risk of the relevant financial instruments since initial recognition. When determining whether there is a significant increase in credit risk after initial recognition, the Group considers obtaining reasonable and supportable information without incurring unnecessary additional costs or efforts. This includes qualitative and quantitative analysis based on the Group’s historical data, external credit risk ratings, and forward-looking information. Based on a single financial instrument or a combination of financial instruments with similar credit risk characteristics, the Group compares the default risk of financial instruments on the balance sheet date with the default risk on the initial recognition date to determine the change of the default risk of financial instruments during the expected duration of the financial instruments.

When the following qualitative criteria are triggered, the Group considers that there has been a significant increase in credit risk for financial instruments:

· The<br> qualitative criteria primarily include significant adverse changes in the debtor’s<br> business or financial condition

and the occurrence of credit-impaired assets on the watchlist.

To determine if credit impairment has occurred, the Group applies criteria consistent with its internal credit risk management objectives, considering both quantitative and qualitative indicators. The Group considers the following factors primarily when assessing whether a debtor has incurred credit impairment:

(1) The issuer or debtor experiences significant financial difficulties;
(2) The debtor breaches any of the contractual<br> stipulations, for example, fails to pay or delays the payment of interests or the principal, etc.;
--- ---
(3) The creditor, due to economic or contractual<br> considerations relating to the debtor’s financial difficulties, grants the debtor concessions<br> that would not otherwise be made;
--- ---
(4) The debtor is likely to become bankrupt<br> or carry out other financial reorganizations;
--- ---
(5) The financial difficulties of the issuer<br> or the debtor cause the disappearance of active market for the financial asset;
--- ---
(6) For a financial asset that has been<br> purchased at a substantial discount or an original financial asset, the discount has reflected<br> the fact that a credit loss has occurred.
--- ---

Credit impairment of financial instrument may be caused by the joint action of multiple events, instead of an individually identifiable event.

Parameters for measuring expected credit losses

On the view of whether the credit risk has increased significantly and whether the credit impairment has occurred, the Group measures the impairment reserve for different assets with the expected credit loss of 12 months or the whole duration. Key parameters for measurement of expected credit losses include the probability of default, loss given default and exposure at default. Considering the quantitative analysis and forward-looking information of historical statistical data (such as counterparty rating, guarantee method and collateral type, repayment method, etc.), the Group established models of the probability of default, loss given default and exposure at default. The following definitions will be used:

(1) The probability of default refers to<br> the possibility that the debtor will be unable to fulfill its repayment obligations over<br> the next 12 months or throughout the remaining duration. The Group’s default probability<br> is adjusted based on the universal model results, added with forward-looking information<br> reflect the debtor’s default probability in the current macroeconomic environment;
– 317 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(2) Loss given default refers to the Group’s<br> expectation of the loss degree in exposure at default. According to the types of counterparties,<br> the way and priority of recourse, and the different collateral, loss given default is also<br> different. The default loss rate is the percentage of risk exposure loss at default, calculated<br> on the basis of the next 12 months or the whole duration;
--- ---
(3) Default risk exposure refers to the<br> amount that the Group shall be paid when default occurs over the next 12 months or throughout<br> the remaining duration.
--- ---

The assessment of a significant increase in credit risk and the calculation of expected credit loss both involve forward-looking information. Through the analysis of historical data, the Group identifies the key economic indicators that affect the credit risk and expected credit loss of various business types.

The impact of these economic indicators on the probability of default and loss given default is different for different business types. In this process, the Group refers to authoritative forecast values and, based on the results, predicts these economic indicators and determines their impact on default probability and default loss rate.

The Group’s maximum risk exposure and year-end classification by credit risk grade for financial assets are as follows:

Year 2022

Expected credit
loss over the
next<br> 12 months Expected<br> credit losses for the whole duration
Items Phase<br> I Phase<br> II Phase<br> III Simplified<br><br> method Total
Monetary funds 7,615,940,712.22 7,615,940,712.22
Loans and advances 832,505,385.27 13,507,856.52 49,048,944.06 895,062,185.85
Factoring receivable 544,341,433.50 872,322.41 93,912,924.65 639,126,680.56
Account receivable 530,610,931.13 530,610,931.13
Other receivables 649,063,146.88 613,181.87 649,676,328.75
Non-current assets due within<br> one year 43,534,741.35 43,534,741.35
Long-term receivables 264,650,510.99 264,650,510.99
Total 9,641,850,677.87 14,993,360.80 142,961,868.71 838,796,183.47 10,638,602,090.85

Year 2021

Expected credit
loss over the
next<br> 12 months Expected<br> credit losses for the whole duration
Items Phase<br> I Phase<br> II Phase<br> III Simplified<br><br> method Total
Monetary funds 9,163,127,740.22 9,163,127,740.22
Loans and advances 788,569,705.76 19,168,132.97 6,879,341.42 814,617,180.15
Factoring receivable 1,406,455,554.61 361,602.66 4,638,207.76 1,411,455,365.03
Account receivable 477,000,229.84 477,000,229.84
Other receivables 740,716,016.18 1,653,312.25 742,369,328.43
Non-current assets due within one year 41,563,339.26 41,563,339.26
Long-term receivables 73,044,056.84 73,044,056.84
Total 12,098,869,016.77 21,183,047.88 11,517,549.18 591,607,625.94 12,723,177,239.77
– 318 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Liquidity risk

The Group uses a cyclical liquidity planning tool to manage the risk of funding shortfalls. The tool is associated with both the maturity date of its financial instruments and the estimated cash flows generated by the Group’s operations.

The Group’s objective is to maintain a balance between the continuity and flexibility of financing by utilizing various means of financing, such as bank loan. As of December 31, 2022, 41.51% (2021: 43.76%) of the Group’s debts mature within one year.

The maturity period of financial liabilities based on non-discounted contractual cash flows is analyzed as follows:

Year 2022

Items Within 1 year 1-5 years Over 5 years Total
Short-term loans 6,640,025,704.86 6,640,025,704.86
Accounts payable 12,155,435,663.28 12,155,435,663.28
Other payables 883,542,798.78 883,542,798.78
Non-current liabilities due within one<br> year 3,156,364,767.06 3,156,364,767.06
Long-term borrowings 2,132,721,309.72 2,132,721,309.72
Lease liabilities 11,564,660,391.39 18,476,009,160.08 30,040,669,551.47
Total 22,835,368,933.98 13,697,381,701.11 18,476,009,160.08 55,008,759,795.17

Year 2021

Items Within 1 year 1-5 years Over 5 years Total
Short-term loans 11,040,698,472.22 11,040,698,472.22
Notes payable 33,000,000.00 33,000,000.00
Accounts payable 12,518,578,825.59 12,518,578,825.59
Other payables 1,606,156,907.41 1,606,156,907.41
Non-current liabilities due within one<br> year 3,348,205,509.27 3,348,205,509.27
Long-term borrowings 1,118,859,527.78 1,118,859,527.78
Lease liabilities 12,831,809,551.57 22,743,509,411.50 35,575,318,963.07
Total 28,546,639,714.49 13,950,669,079.35 22,743,509,411.50 65,240,818,205.34

Market risk

Interest rate risks

The Group’s bank borrowings are fixed-rate, so the Group does not face the risk of market interest rate fluctuations.

Exchange rate risk

The Group is exposed to transactional currency risk. Such risks are caused by sales or purchases made by business units in currencies other than their functional currencies. The Group focuses its main business throughout China, which are settled in RMB. Therefore, the Group faces a low risk of currency fluctuations.

– 319 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Equity instrument investment price risk

The equity instrument investment price risk refers to the risk of a decrease in the fair value of equity securities due to changes in stock index levels and individual security values. As of December 31, 2022, the Group has exposed to equity instrument investment price risk due to certain individual equity instrument investments classified at fair value through profit or loss and whose changes are recognized in the current period. The listed equity instrument investments held by the Group or its subsidiaries are listed on stock exchanges in Shenzhen and the United States and are measured at market quotations on the balance sheet date.

The market stock indices of the following stock exchanges, as well as their respective highest and lowest closing points during the year, are as follows:

End of Year Year 2022 At the End Year 2021
Items 2022 Max./min. of 2021 Max./min.
Shenzhen-A Stock Index 2,067 2,645/1,833 2,530 2,571/2,130
USA-NASDAQ Index 10,466 15,623/10,213 15,645 31,085/22,745

The following table demonstrates the sensitivity of the Group’s net profit and other comprehensive income after tax to a 5% change in the fair value of equity instrument investments (based on the carrying value on the balance sheet date), assuming all other variables remain constant.

Year 2022

Increase/ Increase/
Carrying value (Decrease) (Decrease)
of equity Increase/ in other in total
instrument (Decrease) in comprehensive shareholders’
Items investments net profit income after tax equity
USA-equity instrument investments<br> measured at fair value with changes in fair value recognized in profit or loss 206,295,359.14 10,314,767.96/ -10,314,767.96 10,314,767.96/<br> -10,314,767.96

Year 2021

Increase/
Carrying value (Decrease) Increase in total
of equity Net income in other shareholders’
instrument increase/ comprehensive equity/
Items investments (Decrease) income after tax (Decrease)
Shenzhen-equity instrument<br> investments measured at fair value with changes in fair value recognized in profit or loss 487,156,170.27 18,268,356.38/ -18,268,356.38 18,268,356.38/ -18,268,356.38
USA-equity instrument investments measured<br> at fair value with changes in fair value recognized in profit or loss 733,589,445.29 36,679,472.26/ -36,679,472.26 36,679,472.26/ -36,679,472.26
– 320 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
3. Capital management
--- ---

The Group’s primary objective of capital management is to ensure the Group’s ability to continue as a going concern and maintain healthy capital ratios to support business development and maximize shareholder value.

The Group manages its capital structure and makes adjustments based on the economic situation and changes in the risk characteristics of the relevant assets. To maintain or adjust the capital structure, the Group may adjust the distribution of profits to shareholders, return capital to shareholders, or issue new shares. Capital management objectives, policies, or procedures have not changed for the year 2022 and 2021.

The Group manages capital using the debt-to-equity ratio, which has been 87.7% as of December 31, 2022 (December 31, 2021: 84.5%). The Management of the Group believes that this ratio meets the requirements for capital management.

XI. Disclosure of Fair Value
1. Closing fair value of assets and liabilities measured at fair value
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Closing fair value
Primary fair Secondary
value fair value Tertiary fair value
Items calculation calculation calculation Total
I. Continuous fair value calculation
(I) Trading financial assets 683,663,383.01 207,163,336.09 890,826,719.10
1. Financial assets measured at fair<br> value and booked into current profits and losses 683,663,383.01 207,163,336.09 890,826,719.10
(1) Debt instrument investment
(2) Equity instrument investment 206,295,359.14 207,163,336.09 413,458,695.23
(3) Fund products 477,368,023.87 477,368,023.87
2. Financial assets that are specified<br> to be measured at fair value and whose changes are booked into current profits and losses
(1) Debt instrument investment
(2) Equity instrument investment
(II) Other creditors’ investments
(III) Investment in other equity instruments
(IV) Investment properties
1. The right to use land for lease
2. Buildings for lease
3. Land use right held and transferred<br> after preparation for increment
– 321 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Closing fair value
--- --- --- --- ---
Primary fair Secondary
value fair value Tertiary fair value
Items calculation calculation calculation Total
(V) Biological assets
1. Consumable biological assets
2. Productive biological assets
(VI) Other non-current financial assets 3,918,000,000.00 3,918,000,000.00
Total assets measured at fair value continuously 683,663,383.01 4,125,163,336.09 4,808,826,719.10

The Group recognizes the transfer between levels based on the occurrence date of the events that cause the transfer between levels.

The Management has assessed cash and cash equivalents, loans and advances, accounts receivable financing, accounts receivable, and accounts payable, among others, and determined that due to their short remaining terms, their fair values are approximately equal to their carrying amounts.

The Financial Department of the Group is led by the Financial Manager and is responsible for formulating policies and procedures for fair value measurement of financial instruments. The Financial Manager reports directly to the Chief Financial Officer. On each balance sheet date, the financial department analyzes the value changes of financial instruments and determines the main input values applicable to the valuation. Valuations require approval from the Chief Financial Officer.

Fair value refers to the amount at which both parties to a transaction who are familiar with the condition exchange their assets or clear off their debts under fair conditions instead of the amount induced by forced selling or liquidation. The following methods and assumptions are used to estimate the fair values. Long-term receivables, long and short-term borrowings, etc., are valued at fair value using the discounted cash flow method, using the market yield of other financial instruments with similar contractual terms, credit risks, and remaining maturities as the discount rate. On December 31, 2022, the Group assessed the self-non-compliance risk of borrowings, both long-term and short-term, as not significant.

Listed equity instrument investments are valued at market quotations. Non-listed equity instruments are measured at fair value using market approach, based on unobservable market prices or rates assumptions. The Group determines comparable listed companies based on industry, scale, leverage, and strategy, and calculates appropriate market multiples, such as price-earnings multiples, for each selected comparable listed company. Adjustments are made by giving consideration to specific facts and circumstances of the entity, including liquidity and scale differences with the comparable listed companies. The Group believes that the fair value and its changes estimated using valuation techniques are reasonable and represent the most appropriate values as of the balance sheet date.

2. Basis for determination of market price for measurement of fair value of the first level on an ongoing concern or not
Applicable ¨ Not applicable
--- --- --- ---

For financial instruments traded in active markets, the Group determines their fair value based on their active market quotations;

– 322 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
3. For continuous and discontinuous secondary fair value calculating projects, adopt the valuation technique and the qualitative and quantitative information of important parameters
--- ---
Applicable ¨ Not applicable
--- --- --- ---

For financial instruments not traded in active markets, the Group determines their fair value with the aid of valuation techniques;

4. For continuous and discontinuous tertiary fair value calculating projects, adopt the valuation technique and the qualitative and quantitative information of important parameters
Applicable ¨ Not applicable
--- --- --- ---
Equity
--- --- --- --- ---
instrument Fair value at the Valuation Unobservable Range interval
investment end of the year techniques Inputs (weighted average)
Dalian Wanda Commercial Management Group<br> Co., Ltd. In 2022: 4,118,000,000.00 Market approach Price-earnings ratio, liquidity discount Lower price- earnings ratio, higher liquidity<br> discount, and lower fair value
In 2021: 4,100,000,000.00 Market approach Price-earnings ratio, liquidity discount Lower price- earnings ratio, higher liquidity<br> discount, and lower fair value
5. Continuous tertiary fair value calculating projects, adjustment information among book values at term start and term end as well as sensitivity analysis on unobserved parameters
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Opening<br><br> <br>balance Other changes Transferred-out<br><br> <br>from level 3 Current gains<br><br> <br>or losses are<br><br> <br>recognized in<br><br> <br>profit or loss Closing balance Changes in<br><br> <br>unrealized<br><br> <br>gains or losses<br><br> <br>on assets held<br><br> <br>at the end of<br><br> <br>the year that<br><br> <br>are recognized<br><br> <br>in profit or loss
--- --- --- --- --- --- ---
Trading<br> financial assets
Financial<br> assets measured at fair value with changes included in current profits and losses
Equity<br> instrument investment 13,967,938.60 193,195,397.49 207,163,336.09
Other<br> non-current financial assets 4,100,000,000.00 -200,000,000.00 18,000,000.00 3,918,000,000.00 18,000,000.00
4,113,967,938.60 -6,804,602.51 18,000,000.00 4,125,163,336.09 18,000,000.00
– 323 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
6. For continuous fair value calculating items, the transfer reasons and the policy of determining the transfer time point shall be described if transferring occurs among levels in the term
--- ---
¨ Applicable Not applicable
--- --- --- ---
7. Estimate technology change occurred in the current year and change reasons
--- ---
¨ Applicable Not applicable
--- --- --- ---
8. Financial asset not measured in fair value and fair value of financial liabilities
--- ---
Applicable ¨ Not applicable
--- --- --- ---

The following is a comparison of the carrying value and fair value of various categories of financial instruments, excluding lease liabilities and financial instruments with minimal differences between carrying value and fair value:

Carrying value Fair value
Financial liabilities
Long-term borrowings 2,070,085,001.67 2,047,178,067.23
9. Others
--- ---
¨ Applicable Not applicable
--- --- --- ---

XII. Affiliated Parties and Transactions

1. Parent company of the Company
¨ Applicable Not applicable
--- --- --- ---
2. Subsidiaries of the Company
--- ---

For details on the Company’s subsidiaries, please refer to the notes

Applicable ¨ Not applicable

For details of subsidiaries, please refer to Section IX.1. Equity in subsidiaries.

3. Cooperative enterprises and joint ventures of the Company

See Note for significant cooperative enterprises and joint ventures of the Company

Applicable ¨ Not applicable

For details of important cooperative enterprises and joint venture, please refer to section IX. 3. Equities in Cooperative Enterprises and Joint Ventures

The information of other cooperative enterprises and joint ventures that have related-party transaction with the Company in this term, or had related-party transaction with the Company at earlier term and have formed balances

Applicable ¨ Not applicable
– 324 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Names of cooperative enterprises and joint ventures Relation to the Company
--- ---
Yonghui Fresh Food Development Co., Ltd. The Group’s shareholding ratio of 32.33%
Zhongbai Holdings Group Co., Ltd. The Group’s shareholding ratio of 9.93%
Fujian OneBank Limited The Group’s shareholding ratio of 27.50%
Chengdu Hongqi Chain Co., Ltd. The Group’s shareholding ratio of 21.00%
Xiangcun Gaokao Agricultural Co., Ltd. The Group’s shareholding ratio of 20.00%
Fuzhou Yijiu San San Bean Products Co., Ltd. The Group’s shareholding ratio of 42.00%
Beijing Friendship Messenger Trading Co., Ltd. The Group’s shareholding ratio of 30.00%
Fujian Minwei Industrial Co., Ltd. The Group’s shareholding ratio of 17.59%
Fujian Xingyuan Agricultural and Animal Husbandry Technology Co., Ltd. The Group’s shareholding ratio of 20.00%
Sichuan Yongchuang Yaohui Supply Chain Management Co., Ltd. The Group’s shareholding ratio of 30.00%
1233 International Supply Chain Management Co., Ltd. The Group’s shareholding ratio of 40.00%
Fuzhou Yunchuang Life Information Technology Co., Ltd. The Group’s shareholding ratio of 15.84%
Yunda Online (Shenzhen) Technology Development Co., Ltd. The Group’s shareholding ratio of 15.53%
Fujian Lingyu Jinhua Brand Management Co., Ltd. The Group’s shareholding ratio of 15.84%
Origin Country Network Technology (Shanghai) Co., Ltd. The Group’s shareholding ratio of 4.24%
Shanghai Xuanhui Business Service Technology Co., Ltd. The Group’s shareholding ratio of 18.64%
Beijing Yonghui Yuanxin Health Technology Co., Ltd. The Group’s shareholding ratio of 49.00%

Other disclosures

¨ Applicable Not applicable
4. Other affiliated parties
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
Name of other affiliated parties Relationship of other affiliated parties with the Company
--- ---
Tencent Technology (Shenzhen) Co., Ltd Related company of shareholder Linzhi Tencent<br> Technology Co., Ltd., holding 5.27% equity of the Company
Tencent Cloud Computing (Beijing) Co., Ltd. Related company of shareholder Linzhi Tencent<br> Technology Co., Ltd., holding 5.27% equity of the Company
Shenzhen Tencent Computer System Co., Ltd. Related company of shareholder Linzhi Tencent<br> Technology Co., Ltd., holding 5.27% equity of the Company
Guangdong Mannings Chain Commercial Co., Ltd. Subsidiaries of Dairy Co., Ltd., which<br> holds 21.08% equity of the Company
Mannings (Chongqing) Health Products Co., Ltd. Subsidiaries of Dairy Co., Ltd., which<br> holds 21.08% equity of the Company
Mannings Chain Commercial (Beijing) Co., Ltd. Subsidiaries of Dairy Co., Ltd., which<br> holds 21.08% equity of the Company
Mannings Daily Necessities Commercial (Shanghai) Co., Ltd. Subsidiaries of Dairy Co., Ltd., which<br> holds 21.08% equity of the Company
– 325 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Name of other affiliated parties Relationship of other affiliated parties with the Company
--- ---
Beijing Jingdong Century Trade Co., Ltd. Enterprise holding an 8.11%<br> equity interest in the Company
Suqian Hanbang Investment Management Co., Ltd. Enterprise holding a 5.27%<br> equity interest in the Company
Beijing Jingbangda Trading Co., Ltd. Entities controlled by the<br> ultimate controlling party of Beijing Jingdong Century Trading Co., Ltd. and Suqian Hanbang Investment Management Co., Ltd.,<br> which together hold a total of 13.38% equity in the Company
JD.COM INTERNATIONAL LIMITED Entities controlled by the<br> ultimate controlling party of Beijing Jingdong Century Trading Co., Ltd. and Suqian Hanbang Investment Management Co., Ltd.,<br> which together hold a total of 13.38% equity in the Company
Dada Group Limited Entities controlled by the<br> ultimate controlling party of Beijing Jingdong Century Trading Co., Ltd. and Suqian Hanbang Investment Management Co., Ltd.,<br> which together hold a total of 13.38% equity in the Company
Beijing Jingdong 360 Degrees E-Commerce Co., Ltd. Entities controlled by the<br> ultimate controlling party of Beijing Jingdong Century Trading Co., Ltd. and Suqian Hanbang Investment Management Co., Ltd.,<br> which together hold a total of 13.38% equity in the Company
Beijing Jingdong Century Information Technology<br> Co., Ltd. Entities controlled by the<br> ultimate controlling party of Beijing Jingdong Century Trading Co., Ltd. and Suqian Hanbang Investment Management Co., Ltd.,<br> which together hold a total of 13.38% equity in the Company
Chengdu Jingdong Century Trading Co., Ltd. Entities controlled by the<br> ultimate controlling party of Beijing Jingdong Century Trading Co., Ltd. and Suqian Hanbang Investment Management Co., Ltd.,<br> which together hold a total of 13.38% equity in the Company
Jiangsu Jingdong Information Technology Co., Ltd. Entities controlled by the<br> ultimate controlling party of Beijing Jingdong Century Trading Co., Ltd. and Suqian Hanbang Investment Management Co., Ltd.,<br> which together hold a total of 13.38% equity in the Company
Fujian Xuanhui Real Estate Development Co., Ltd. Companies controlled by Zhang Xuansong, a natural person<br> holding 9.72% equity interest in the Company
Fujian Xuanhui Yongjia Business Operation Management<br> Co., Ltd. Companies controlled by Zhang Xuansong, a natural person<br> holding 9.72% equity interest in the Company
Xuancheng Xuanhui Real Estate Development Co., Ltd. Companies controlled by Zhang Xuansong, a natural person<br> holding 9.72% equity interest in the Company
– 326 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Name of other affiliated parties Relationship of other affiliated parties with the Company
--- ---
Fuzhou Xuanhui Property Development Co., Ltd. Companies controlled by Zhang Xuansong, a natural<br> person holding 9.72% equity interest in the Company
Sanming Xuanhui Property Development Co., Ltd. Companies controlled by Zhang Xuansong, a natural<br> person holding 9.72% equity interest in the Company
Sanming Xuanhui Business Operation Management<br> Co., Ltd. Companies controlled by Zhang Xuansong, a natural<br> person holding 9.72% equity interest in the Company
Yonghui (Pucheng) Real Estate Development Co., Ltd. Companies controlled by Zhang Xuansong, a natural<br> person holding 9.72% equity interest in the Company
Zhang Xuansong Natural person holding an 9.72% equity interest in<br> the Company
Zhang Xuanning Natural person holding 8.20% equity of the Company
Songyuan Rongtong Real Estate Development Co., Ltd. Minority shareholder of the Company’s sub-subsidiary
Fuping County Qijin Ecological Agriculture Technology<br> Development Co., Ltd. Original minority shareholder of the Company’s<br> subsidiary
PARKnSHOP (China) Investment Co., Ltd. Minority shareholder of the Company’s subsidiary
Fuzhou Shouyao Construction Labor Engineering<br> Co., Ltd. Minority shareholder of the Company’s subsidiary
Zhanjiang Guolian Aquatic Products Co., Ltd Original cooperative enterprise of the Company
Fanshiyun (Beijing) Retail Technology Co., Ltd. Original<br> cooperative enterprise of the Company
Quanzhou Lixia Business Management Co., Ltd. Original<br> cooperative enterprise of the Company
Jiangsu Shenguo Technology Co., Ltd. Original<br> cooperative enterprise of the Company
Fujian Enhui Technology Co., Ltd. Original<br> cooperative enterprise of the Company
Directors, Supervisors, Chief Financial Officer,<br> and Board Secretary Key<br> Management Staff
5. Affiliated transactions
--- ---
(1). Related transactions for purchasing and selling commodities and providing and accepting labor service
--- ---

Table for goods procurement/labor service acceptance

Applicable ¨ Not applicable
Unit: Yuan Currency: RMB
--- --- --- --- --- ---
Affiliated parties Content of related<br> transaction Amount of<br> current<br> period Amount of<br> last<br> period
Yonghui Fresh Food Development<br> Co., Ltd. and its subsidiaries Commodity purchase 2,105,500,249.94 2,804,850,064.28
Beijing Friendship Messenger Trading Co., Ltd. Commodity purchase 593,897,060.08 525,754,592.90
Sichuan Yongchuang Yaohui Supply Chain Management<br> Co., Ltd. Commodity purchase 602,816,315.71 713,546,399.67
– 327 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Affiliated<br> parties Content of related<br> transaction Amount of<br> current<br> period Amount of<br> last<br> period
--- --- --- --- --- ---
1233<br> International Supply Chain Management Co., Ltd. and its subsidiaries Commodity purchase 1,027,468,818.31 306,258,789.30
Zhanjiang Guolian<br> Aquatic Development Co., Ltd. and its subsidiaries Commodity purchase 166,981,811.67
Beijing Yonghui<br> Yuanxin Health Technology Co., Ltd. and its subsidiaries Commodity purchase 36,607.52
Beijing JD Century<br> Trading Co., Ltd. and its subsidiaries Commodity purchase 46,846,888.78
Xiangcun Gaoke<br> Agricultural Co., Ltd. and its subsidiaries Commodity purchase 53,239,419.68 81,413,682.49
Fuzhou Yijiu<br> San San Bean Products Co., Ltd. and its subsidiaries Commodity purchase 19,241,251.01 22,227,655.29
Fujian Xingyuan<br> Agriculture and Animal Husbandry Technology Co., Ltd. and its subsidiaries Commodity purchase 47,647,616.10 70,007,310.80
Fujian Lingyu<br> Jinhua Brand Management Co., Ltd. and its subsidiaries Commodity purchase 9,857,019.24 12,307,206.55
Fujian Enhui<br> Technology Co., Ltd. and its subsidiaries Commodity purchase 1,106,696.90
Fujian Minwei<br> Industrial Co., Ltd. and its subsidiaries Commodity purchase 441,674.33 39,706.03
Zhongbai Holdings<br> Group Co., Ltd. and its subsidiaries Commodity purchase 24,238.13
Dada Group Limited<br> and its subsidiaries Labor service acceptance 427,634,887.75
Shanghai Xuanhui<br> Business Service Technology Co., Ltd. and its subsidiaries Labor service acceptance 206,339,930.69 171,466,331.56
Yunda Online<br> (Shenzhen) Technology Development Co., Ltd. and its subsidiaries Labor service acceptance 106,055,596.48 104,621,610.61
Fujian Lingyu<br> Jinhua Brand Management Co., Ltd. and its subsidiaries Labor service acceptance 53,420,539.84 89,987,622.18
Tencent Cloud<br> Computing (Beijing) Co., Ltd. Labor service acceptance 24,551,286.93 19,848,270.70
Yonghui Fresh<br> Food Development Co., Ltd. and its subsidiaries Labor service acceptance 5,832,616.83 20,869,727.37
Fujian Enhui<br> Technology Co., Ltd. and its subsidiaries Labor service acceptance 6,385,244.66
1233 International<br> Supply Chain Management Co., Ltd. and its subsidiaries Labor service acceptance 6,286,109.86 1,160,850.41
Beijing Jingbangda<br> Trading Co., Ltd. and its subsidiaries Labor service acceptance 596,261.58 743,631.65
Quanzhou Lixia<br> Business Management Co., Ltd. Labor service acceptance 516,042.69
Fanshiyun (Beijing)<br> Retail Technology Co., Ltd. Labor service acceptance 207,547.16
Chengdu Hongqi<br> Chain Co., Ltd. Labor service acceptance 427,308.47 167,484.67
Zhongbai Holdings<br> Group Co., Ltd. and its subsidiaries Labor service acceptance 476,151.68 294,466.32
Jiangsu Shenguo<br> Technology Co., Ltd. Labor service acceptance 256,072.21
Shenzhen Tencent<br> Computer System Co., Ltd. Labor service acceptance 1,886,792.45
Beijing Yonghui<br> Yuanxin Health Technology Co., Ltd. and its subsidiaries Labor service acceptance 300.00
Beijing JD Century<br> Trading Co., Ltd. and its subsidiaries Labor service acceptance 105.66
– 328 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Affiliated parties Content of related<br><br> transaction Amount<br> of<br> current period Amount<br> of<br> last period
--- --- --- --- --- ---
Tencent<br> Cloud Computing (Beijing) Co., Ltd. Acquisition of fixed assets 13,507,804.63 16,054,746.77
Yonghui<br> Fresh Food Development Co., Ltd. and its subsidiaries Acquisition of fixed<br> assets 27,595.46
PARKnSHOP<br> (China) Investment Co., Ltd. Usage fee for funds 2,148,661.82 2,262,239.54

Table for goods sale/labor service rendering

Applicable ¨ Not applicable
Unit: Yuan Currency: RMB
--- --- --- --- --- ---
Content of related Amount of Amount of
Affiliated parties transaction current period last period
Yonghui Fresh Food Development<br> Co., Ltd. and its subsidiaries Sales of goods 150,093,850.59 686,337,847.76
Zhongbai<br> Holdings Group Co., Ltd. and its subsidiaries Sales of goods 55,182,325.71 107,842,574.21
Zhanjiang<br> Guolian Aquatic Products Co., Ltd Sales of goods 295,412.84
Fujian<br> Enhui Technology Co., Ltd. and its subsidiaries Sales of goods 19,127,024.66
Yunda<br> Online (Shenzhen) Technology Development Co., Ltd. and its subsidiaries Sales of goods 2,921,108.08
Beijing<br> JD Century Trading Co., Ltd. and its subsidiaries Sales of goods 52,176,092.90 619,277.31
1233<br> International Supply Chain Management Co., Ltd. and its subsidiaries Sales of goods 12,710,597.41 594,561.79
Tencent<br> Technology (Shenzhen) Co., Ltd Sales of goods 495,611.37
Fujian<br> OneBank Limited Sales of goods 4,969.91 14,511.50
Yonghui<br> Fresh Food Development Co., Ltd. and its subsidiaries Provision of labor services 21,318,264.78 9,766,268.00
1233<br> International Supply Chain Management Co., Ltd. and its subsidiaries Provision of labor services 11,277,391.86 34,487,987.75
Sichuan<br> Yongchuang Yaohui Supply Chain Management Co., Ltd. Provision of labor services 5,465,952.11 4,075,471.69
Fujian<br> OneBank Limited Provision of labor services 1,504,481.80
Zhongbai<br> Holdings Group Co., Ltd. and its subsidiaries Provision of labor services 405,823.11 1,633,582.83
Zhanjiang<br> Guolian Aquatic Products Co., Ltd Provision of labor services 782,028.88
Fuzhou<br> Yijiu San San Bean Products Co., Ltd. and its subsidiaries Provision of labor services 36,658.55 67,254.74
Xiangcun<br> Gaoke Agricultural Co., Ltd. and its subsidiaries Provision of labor services 152,169.96 143,136.67
Fujian<br> Xingyuan Agricultural and Animal Husbandry Technology Co., Ltd. Provision of labor services 58,912.41 184,395.73
Shanghai<br> Xuanhui Business Service Technology Co., Ltd. and its subsidiaries Provision of labor services 127,358.49
Beijing<br> Friendship Messenger Trading Co., Ltd. Provision of labor services 604,752.84
Fujian<br> Lingyu Jinhua Brand Management Co., Ltd. and its subsidiaries Provision of labor services 117,924.53 1,500,856.67
Yunda<br> Online (Shenzhen) Technology Development Co., Ltd. and its subsidiaries Provision of labor services 94,339.62 7,722.32
Tencent<br> Technology (Shenzhen) Co., Ltd Provision of labor services 47,305.54
– 329 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Affiliated parties Content of related<br><br> transaction Amount<br> of<br> current period Amount<br> of<br> last period
--- --- --- --- --- ---
Beijing JD Century<br> Trading Co., Ltd. and its subsidiaries Provision of labor services 4,943.09
Fujian OneBank Limited Interest income 14,301,348.84 17,890,879.20
Fujian Minwei Industrial<br> Co., Ltd. Interest income 3,278,939.00 4,761,423.13
Zhanjiang Guolian Aquatic<br> Products Co., Ltd Interest income 2,167,190.75
Fujian Xingyuan Agricultural<br> and Animal Husbandry Technology Co., Ltd. Interest income 3,144,280.00 3,412,085.71
Yonghui Fresh Food Development<br> Co., Ltd. and its subsidiaries Interest income 6,121,111.00 1,225,366.89
Fuzhou Yijiu San San Bean<br> Products Co., Ltd. and its subsidiaries Interest income 531,666.05 563,696.18

Affiliated transaction description on purchase and sale of goods, supply and labor service acceptance

¨ Applicable Not applicable
(2). Related entrusted management/contracting and mandatory management/outsourcing conditions
--- ---

Table for trustee management and contracting of the Company:

¨ Applicable Not applicable

Description of the condition of affiliated trusteeship/contracting

¨ Applicable Not applicable

List of entrusted management/outsource cases of the Company

¨ Applicable Not applicable

Description on affiliated management/contracting condition

¨ Applicable Not applicable
(3). Related lease
--- ---

The Company is the lessor:

Applicable ¨ Not applicable
Unit: Yuan Currency: RMB
--- --- --- --- --- ---
Name of lessee Type<br> of leased assets Confirmed<br> leasing <br> income in current<br> period Confirmed<br> leasing <br> income in previous<br> period
Yonghui Fresh<br> Food Development Co., Ltd. and its subsidiaries Warehouse<br> leasing 21,820,885.81 22,520,068.71
1233 International Supply<br> Chain Management Co., Ltd. Commercial land –<br> Fuzhou MIXC 4,318,987.78 3,310,861.36
Fujian Lingyu Jinhua Brand<br> Management Co., Ltd. Commercial land –<br> Chongqing Xuanhui Real Estate Company 983,749.64 609,430.07
Beijing Yonghui Yuanxin Health<br> Technology Co., Ltd. and its subsidiaries Commercial land –<br> Guanghua Avenue Store, Wenjiang, Chengdu 230,603.70 319,790.77
– 330 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

The Company as the Leasee:

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Simplified rental fees<br> for Variable lease payments<br> not
short-term leases and included in the measurement
low-value asset leases of lease liabilities Interest<br> expense on lease
(if<br> applicable) (if<br> applicable) Rent paid liabilities assumed Increased right-of-use assets
Amount of Amount of Amount of Amount of Amount of Amount of Amount of Amount of Amount of Amount of
Name<br> of Lessor Type<br> of leased assets current<br> period last period current<br> period last period current period last period current period last period current period last period
Yonghui<br> (Pucheng) Real Estate Development Co., Ltd. Commercial<br> land – Pucheng Xinghua Store 2,689,318.80 2,689,318.80 1,105,949.88 1,179,910.87
Zhang Xuansong Commercial<br> land – Daru Shijia Store 5,957,905.36 5,792,439.76 1,345,709.01 1,557,931.51
Zhang Xuansong Office building<br> – Zuohai Office Building 3,368,808.68 841,625.71 35,474.94 36,425.95
Fuzhou<br> Xuanhui Property Development Co., Ltd. Commercial<br> land –Fuzhou Minhou Nantong Branch Store 908,708.28 908,708.28 1,153,594.70 1,142,155.79
Sanming<br> Xuanhui Property Development Co., Ltd. Commercial<br> land –Yongjia Tiandi Store 730,514.28 730,514.28 924,483.60 915,423.08
Fujian<br> Xuanhui Real Estate Development Co., Ltd. Commercial<br> land and office building –Park Store 3,250,455.43 3,405,768.02 929,005.04 1,041,788.46 1,722,158.32
Fujian<br> Xuanhui Real Estate Development Co., Ltd. Commercial<br> land – Quangang Yongjia Store, Quanzhou 1,998,451.32 1,998,451.32 1,227,399.86 1,263,437.40
Yonghui<br> Fresh Food Supply Chain Management Co., Ltd. Warehouse<br> Leasing –Beijing Logistics Warehouse 5,174,311.92 5,174,311.92
Yonghui<br> Fresh Food Supply Chain Management Co., Ltd. Warehouse<br> Leasing –Shaanxi Logistics Warehouse 595,369.67 503,179.99 595,369.67 503,179.99
– 331 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Descriptions of affiliated leases condition

Applicable ¨ Not applicable

Since January 1, 2021, the Company has been adopting the new leasing standard. Under the new standard, for non-exempt lease contracts, the Company no longer recognizes lease expenses on the balance sheet. Lease expenses for exempt contracts are recognized using the straight-line method.

(4). Related-party guarantee

The Company as the guarantor

¨ Applicable Not applicable

The Company as the guaranteed party

¨ Applicable Not applicable

Description of affiliated guarantee

¨ Applicable Not applicable
(5). Fund inter-bank lending for affiliated parties
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Affiliated Lending
parties amount Starting date Due date Explanation
Borrowings PARKnSHOP (China)<br> Investment Co., Ltd. 46,250,000.00 May 9, 2019 May 8, 2023 Borrowings
Affiliated Lending
--- --- --- --- --- ---
parties amount Starting date Due date Explanation
Lendings Fujian Minwei Industrial<br> Co., Ltd. 53,900,000.00 May 31, 2022 December 31, 2023 Factoring funds
Fujian Xingyuan Agricultural and Animal<br> Husbandry Technology Co., Ltd. 25,971,389.79 December 4, 2022 June 14, 2023 Factoring funds
Yonghui Fresh Food Development Co., Ltd.<br> and its subsidiaries 200,000,000.00 January 4, 2022 June 30, 2022 Factoring funds
Fuzhou Yijiu San San Bean Products Co., Ltd.<br> and its subsidiaries 438,876.40 November 22, 2022 November 21, 2023 Group borrowings
– 332 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(a) In the year 2021, Fujian Minwei Industrial<br> Co., Ltd. obtained factoring loans from the Group with a total amount of RMB61,900,000.00,<br> with an annual interest rate of 8.50%, maturing within 2022. In the year 2022, an extension<br> of RMB53,900,000.00 was granted, with an annual interest rate of 8.50%, maturing on December 31,<br> 2023.
--- ---
(b) In the year 2021, Fujian Xingyuan Agricultural<br> and Animal Husbandry Technology Co, Ltd. obtained factoring loans from the Group with<br> a total amount of RMB35,000,000.00, with an annual interest rate of 12.00%, maturing within<br> 2022. In the year 2022, an extension of RMB25,971,389.79 was granted, with an annual interest<br> rate of 12.00%, maturing on June 14, 2023.
--- ---
(c) In the current year, Yonghui Fresh Food<br> Development Co., Ltd. and its subsidiaries obtained factoring loans from the Group,<br> totaling RMB200,000,000.00 with an annual interest rate of 7.00%. The loans started on January 4,<br> 2022 and were settled on June 30, 2022. (In 2021, factoring loans were obtained, totaling<br> RMB100,000,000.00, with an annual interest rate of 7.00%. The loans started on October 26,<br> 2021 and were settled on December 30, 2021).
--- ---
(d) In the year 2022, Fuzhou Yijiu San San<br> Bean Products Co., Ltd. and its subsidiaries borrowed funds from the Group, totaling<br> RMB438,876.40 with an annual interest rate of 4.875%. The loans, started on November 22,<br> 2022, will mature on November 21, 2023. The remaining amount of RMB11,729,000.00 will<br> mature on February 24, 2024.
--- ---
(6). Assets transferring and debt restructuring of affiliated parties
--- ---
¨ Applicable Not applicable
--- --- --- ---
(7). Remuneration for key management personnel
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: ’0,000 YuanCurrency: RMB

Amount of Amount of
Items current period last period
Remuneration for key management personnel 2,364.79 3,509.50
(8). Other related transactions
--- ---
¨ Applicable Not applicable
--- --- --- ---
6. Receivables and payables of affiliated parties
--- ---
(1). Receivables
--- ---
Applicable ¨ Not applicable
--- --- --- ---
– 333 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Unit: Yuan Currency: RMB

Closing<br> balance Opening<br> balance
Items Affiliated parties Book balance Bad debt provision Book balance Bad debt provision
Account<br> receivable Dada Group Limited and its subsidiaries 59,362,623.65 593,626.24
Account<br> receivable 1233 International<br> Supply Chain Management Co., Ltd. and its subsidiaries 764,445.10 7,644.45 1,914,602.52 19,146.03
Account<br> receivable Zhongbai Holdings<br> Group Co., Ltd. and its subsidiaries 1,432,130.81 14,321.31 4,442,427.43 44,424.27
Account<br> receivable Fujian Enhui<br> Technology Co., Ltd. and its subsidiaries 9,884,452.60 98,844.53
Account<br> receivable Jiangsu Jingdong<br> Information Technology Co., Ltd. 284,794.41 2,847.94 249,643.22 2,496.43
Account<br> receivable Yunda Online<br> (Shenzhen) Technology Development Co., Ltd. and its subsidiaries 4,516,540.92 45,165.41 6,058,292.95 60,582.93
Account<br> receivable Chengdu Hongqi<br> Chain Co., Ltd. and its subsidiaries 18,750.00 187.50
Account<br> receivable Beijing Jingdong Century Trade Co., Ltd. 14,489,642.29 144,896.42 514,380.89 5,143.81
Other<br> receivables Fuzhou Yijiu<br> San San Bean Products Co., Ltd. and its subsidiaries 12,944,531.11 12,944,531.11 11,942,088.70 119,420.89
Other<br> receivables Yunda Online<br> (Shenzhen) Technology Development Co., Ltd. and its subsidiaries 200,000.00 2,000.00 100,000.00 1,000.00
Other<br> receivables Fujian OneBank Limited 389,579.34 3,895.79 434,591.63 4,345.92
Other<br> receivables Dada Group Limited and its subsidiaries 110,000.00 1,100.00
Other<br> receivables Beijing Jingdong Century Trade Co., Ltd. 100,000.00 1,000.00 150,000.00 1,500.00
Other<br> receivables 1233 International<br> Supply Chain Management Co., Ltd. and its subsidiaries 82,500.00 825.00 514,601.18 5,146.01
– 334 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Closing balance Opening balance
--- --- --- --- --- --- --- --- --- ---
Bad debt Bad debt
Items Affiliated parties Book balance provision Book balance provision
Other receivables Shanghai Xuanhui Business<br> Service Technology Co., Ltd. and its subsidiaries 373.26 3.73 100,000.00 1,000.00
Other receivables Fujian Xuanhui Real Estate Development<br> Co., Ltd. and its subsidiaries 47,250.00 472.5
Prepaid accounts Sichuan Yongchuang Yaohui Supply Chain<br> Management Co., Ltd. 88,942,276.95 118,118,547.54
Prepaid accounts Beijing Friendship Messenger Trading<br> Co., Ltd. 24,965,052.97 71,637,166.57
Prepaid accounts Beijing JD Century Trading Co., Ltd.<br> and its subsidiaries 6,726,802.12
Prepaid accounts Yunda Online (Shenzhen) Technology Development<br> Co., Ltd. and its subsidiaries 827,917.11
Prepaid accounts Fujian Xingyuan Agriculture and Animal<br> Husbandry Technology Co., Ltd. and its subsidiaries 495,345.17
Prepaid accounts Fujian Enhui Technology Co., Ltd.<br> and its subsidiaries 6,031,628.92
Prepaid accounts Fujian Lingyu Jinhua Brand Management<br> Co., Ltd. 55,296.26 155,296.26
Prepaid accounts Tencent Cloud Computing (Beijing) Co., Ltd. 17,964.72
Prepaid accounts Xiangcun Gaoke Agricultural Co., Ltd.<br> and its subsidiaries 254,734.86 43,304.42
Prepaid accounts Dada Group Limited and its subsidiaries 115,422.46
Prepaid accounts Origin Country Network Technology (Shanghai)<br> Co., Ltd. 67,800.10
Prepaid accounts Shanghai Xuanhui Business Service Technology<br> Co., Ltd. 16,249.99
Prepaid accounts Fuzhou Yijiu San San Bean Products Co., Ltd.<br> and its subsidiaries 12,032.40 242.92
Prepaid accounts Fujian Xuanhui Real Estate Development<br> Co., Ltd. 120,266.10
Prepaid accounts Shenzhen Tencent Computer System Co., Ltd. 2,052,547.17 50,000.00
Factoring receivable Fujian Minwei Industrial Co., Ltd. 25,935,974.23 7,780,792.27 58,099,555.36 580,995.55
Factoring receivable Fujian Xingyuan Agricultural and Animal<br> Husbandry Technology Co., Ltd. 24,069,912.36 7,179,682.94 30,185,604.58 301,856.05
– 335 –
(2). Accounts payable
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing book Opening book
Project<br> name Affiliated parties balance balance
Notes payable Yonghui Fresh Food Development Co., Ltd. and its subsidiaries 33,000,000.00
Accounts payable Yonghui Fresh Food Development Co., Ltd. and its subsidiaries 158,782,785.61 286,827,632.90
Accounts payable 1233 International Supply Chain Management<br> Co., Ltd. and its subsidiaries 150,674,367.43 104,997,669.53
Accounts payable Xiangcun Gaoke Agricultural Co., Ltd. and its subsidiaries 3,714,327.94 9,263,911.27
Accounts payable Fujian Xingyuan Agriculture and Animal<br> Husbandry Technology Co., Ltd. and its subsidiaries 389,777.13 5,789,907.83
Accounts payable Fujian Enhui Technology Co., Ltd. and its subsidiaries 491,723.42
Accounts payable Fuzhou Yijiu San San Bean Products Co., Ltd. and its subsidiaries 2,927,831.08 2,316,644.04
Accounts payable Fujian Lingyu Jinhua Brand Management<br> Co., Ltd. and its subsidiaries 3,685,311.72 5,459,248.10
Accounts payable Zhongbai Holdings Group Co., Ltd.<br> and its subsidiaries 11,753.14 820,154.49
Accounts payable Fujian Minwei Industrial Co., Ltd.<br> and its subsidiaries 114,477.03
Accounts payable Origin Country Network Technology (Shanghai)<br> Co., Ltd. 55,305.33
Accounts payable Fuping County Qijin Ecological  Agriculture<br> Technology Development Co., Ltd. 13,474.86
Accounts payable Beijing JD Century Trading Co., Ltd. and its subsidiaries 3,447.15 45,196.69
Other payables Dada Group Limited and its subsidiaries 52,983,951.82
Other payables PARKnSHOP (China) Investment Co., Ltd. 46,969,371.21 46,897,027.13
Other payables Fujian Lingyu Jinhua Brand Management<br> Co., Ltd. and its subsidiaries 20,144,212.34 32,051,174.31
Other payables Shanghai Xuanhui Business Service Technology<br> Co., Ltd. 20,158,019.37 19,917,251.43
Other payables Yunda Online (Shenzhen) Technology Development<br> Co., Ltd. and its subsidiaries 25,143,631.86 10,344,983.99
Other payables Songyuan Rongtong Real Estate Development<br> Co., Ltd. 1,778,060.52 1,778,060.52
Other payables Chengdu Hongqi Chain Co., Ltd. and<br> its subsidiaries 200,000.00 160,000.00
Other payables Tencent Cloud Computing (Beijing) Co., Ltd. 1,204,212.55 1,204,212.55
Other payables Zhang Xuansong 1,880,742.05 1,880,742.05
Other payables Fujian Xuanhui Real Estate Development<br> Co., Ltd. and its subsidiaries 1,369,579.07 2,161,422.15
Other payables Beijing JD Century Trading Co., Ltd. and its subsidiaries 81,150.66 41,649.54
Other payables Mannings (Chongqing) Health Products Co., Ltd. 30,000.00
Other payables Beijing Yonghui Yuanxin Health Technology<br> Co., Ltd. and its subsidiaries 66,150.00
Other payables Beijing Jingbangda Trading Co., Ltd. and its subsidiaries 8,706.63
Other payables 1233 International Supply Chain Management<br> Co., Ltd. and its subsidiaries 1,640,383.21
Contract liabilities Fujian Enhui Technology Co., Ltd.<br> and its subsidiaries 1,865,081.22
Contract liabilities Beijing Jingdong Century Trade Co., Ltd. 242,624.90
Contract liabilities 1233 International Supply Chain Management<br> Co., Ltd. and its subsidiaries 1,115,657.81
Contract liabilities Yunda Online (Shenzhen) Technology Development<br> Co., Ltd. and its subsidiaries 2,017.92 631,407.85
– 336 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Closing book Opening book
--- --- --- --- --- ---
Project<br> name Affiliated parties balance balance
Contract liabilities Zhongbai Holdings Group Co., Ltd. and its subsidiaries 4,038,766.18 158,362.93
Contract liabilities Fujian Lingyu Jinhua Brand Management<br> Co., Ltd. and its subsidiaries 878,866.62
Contract liabilities Dada Group Limited and its subsidiaries 40,902.40
Contract liabilities Shanghai Xuanhui<br> Business Service Technology Co., Ltd. and its <br>subsidiaries 3,965.56 4,338.32
Advance payment Fujian Lingyu<br> Jinhua Brand Management Co., Ltd. and its <br>subsidiaries 8,172.80 53,481.73
Advance payment Beijing Yonghui Yuanxin Health Technology Co., Ltd. and its subsidiaries 94,500.00
Advance payment 1233 International Supply Chain Management<br> Co., Ltd. and its subsidiaries 1,103,310.75
Lease liabilities Fujian Xuanhui Real Estate Development Co., Ltd. 57,161,386.37 46,117,005.45
Lease liabilities Zhang Xuansong 28,202,639.31 29,770,869.55
Lease liabilities Fuzhou Xuanhui Property Development Co., Ltd. 38,507,138.00 24,023,367.54
Lease liabilities Yonghui (Pucheng) Real Estate Development Co., Ltd. 27,827,132.10 23,834,992.60
Lease liabilities Sanming Xuanhui Property Development Co., Ltd. 30,643,982.21 19,252,212.34
7. Commitment of affiliated parties
--- ---
¨ Applicable Not applicable
--- --- --- ---
8. Others
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Deposition of monetary funds ofaffiliated parties

Items Affiliated parties Closing balance Opening balance
Bank deposit Fujian OneBank Limited 800,300,903.35 651,099,553.50

XIII. Share-based Payment

1. Overall condition of share-based payment
¨ Applicable Not applicable
--- --- --- ---
2. Condition of equity-settled share-based payment
--- ---
¨ Applicable Not applicable
--- --- --- ---
3. Condition of cash-settled share-based payment
--- ---
¨ Applicable Not applicable
--- --- --- ---
4. Condition of modification and termination of share-based payment
--- ---
¨ Applicable Not applicable
--- --- --- ---
5. Others
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 337 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
XIV. Commitments and Contingencies
--- ---
1. Major commitments
--- ---
¨ Applicable Not applicable
--- --- --- ---
2. Contingencies
--- ---
(1). Important contingencies existed on the balance sheet date
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). The descriptions shall be given to significant contingencies which do not require separate disclosure by the Company:
--- ---
¨ Applicable Not applicable
--- --- --- ---
3. Others
--- ---
¨ Applicable Not applicable
--- --- --- ---
XV. Events Occurring after the Balance Sheet Date
--- ---
1. Important non-adjusting events
--- ---
¨ Applicable Not applicable
--- --- --- ---
2. Profit distributions
--- ---
¨ Applicable Not applicable
--- --- --- ---
3. Sales return
--- ---
¨ Applicable Not applicable
--- --- --- ---
4. Description of other events occurring after the balance sheet date
--- ---
¨ Applicable Not applicable
--- --- --- ---
XVI. Other Important Matters
--- ---
1. Correction of accounting error at earlier stage
--- ---
(1). Retrospective restatement
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Prospective application
--- ---
¨ Applicable Not applicable
--- --- --- ---
2. Debt restructuring
--- ---
¨ Applicable Not applicable
--- --- --- ---
3. Assets swap
--- ---
(1). Non-monetary assets exchange
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 338 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(2). Other assets replacements
--- ---
¨ Applicable Not applicable
--- --- --- ---
4. Pension plan
--- ---
¨ Applicable Not applicable
--- --- --- ---
5. Operation termination
--- ---

¨ Applicable Not applicable

6. Segment information
(1). Determination basis and accounting policy of reporting division
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Financial information of report segments
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). The Company shall explain the reason if there is no report segment or it can not disclose the total assets and total balance in the report segments.
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Excluding the retail business, the Group does not operate any other business that has a significant impact on its operational results. The products sold by the Group have similar characteristics and bear similar risks and returns. Therefore, the Group’s operating activities belong to a single business segment. As the Group operates its business only in one region, with the majority of its revenue and assets located within the territory of China, the Group is not required to disclose segment data.

(4). Other disclosures
¨ Applicable Not applicable
--- --- --- ---
7. Other significant transactions and matters having effect on investor’s decision
--- ---
¨ Applicable Not applicable
--- --- --- ---
8. Others
--- ---
¨ Applicable Not applicable
--- --- --- ---
XVII. Notes to Major Items of Parent Company’s Financial Statements
--- ---
1. Accounts receivable
--- ---
(1). Disclosure by aging
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Aging Closing<br> book balance
Within 1 year 75,576,047.68
Sub-total within one year 75,576,047.68
1-2 years 894,402.56
2-3 years 250,621.82
Over 3 years 213,526.58
Total 76,934,598.64
– 339 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(2). Classified disclosure by bad-debt provision method
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Closing<br> balance Opening<br> balance
Book balance Bad debt provision Book balance Bad debt provision
**** Proportion **** Proportion
**** of<br> bad-debt Carrying of<br> bad-debt Carrying
Category **** Amount Proportion Amount provision value **** Amount Proportion Amount provision value
(%) (%) (%) (%)
Provision<br> made on a collective basis 76,934,598.64 100.00 4,196,611.60 5.45 72,737,987.04 39,592,218.51 100.00 2,683,304.53 6.78 36,908,913.98
Among<br> which:
Portfolio<br> 1
Accounts<br> receivable from sales 73,228,760.38 95.18 3,676,899.99 5.02 69,551,860.39 37,884,060.51 95.69 2,249,862.80 5.94 35,634,197.71
Supplier<br> service fees and rentals 2,280,236.00 2.97 505,455.59 22.17 1,774,780.41 1,307,581.84 3.30 429,435.97 32.84 878,145.87
Portfolio<br> 2
Accounts<br> receivable from affiliated parties 1,425,602.26 1.85 14,256.02 1.00 1,411,346.24 400,576.16 1.01 4,005.76 1.00 396,570.40
Total 76,934,598.64 / 4,196,611.60 / 72,737,987.04 39,592,218.51 / 2,683,304.53 / 36,908,913.98

– 340 –

APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Provision of bad debts due to specific consideration:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

Applicable ¨ Not<br> applicable

Combined provision items: Combination 1

Unit: Yuan Currency: RMB

Closing balance
Proportion
Account Bad debt of bad-debt
Name receivable provision provision
(%)
Within 1 year 74,550,876.27 3,727,543.81 5.00
1-2 years 493,971.71 123,492.93 25.00
2-3 years 250,621.82 117,792.26 47.00
Over 3 years 213,526.58 213,526.58 100.00
Total 75,508,996.38 4,182,355.58

Validation standards and specifications of combined bed-debt provision based:

¨ Applicable Not applicable

Combined provision items: Combination 2

Unit: Yuan Currency: RMB

Closing balance
Proportion
Account Bad debt of bad-debt
Name receivable provision provision
(%)
Accounts receivable from affiliated<br> parties 1,425,602.26 14,256.02 1.00
Total 1,425,602.26 14,256.02 1.00

Validation standards and specifications of combined bed-debt provision based:

¨ Applicable Not applicable

If bad debt provision is provided based on the expected credit loss general model, please refer to the disclosure of other receivables:

¨ Applicable Not applicable
– 341 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(3). Situation of the provision of bad debts
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Increase and decrease of current period
Opening<br><br> <br>balance Provision Provision<br><br> <br>Recovered<br><br> <br>or Reversed Charge-off<br><br> <br>or write-off Other<br><br> <br>changes Closing<br><br> <br>balance
Category
Bad-debt provision for accounts<br> receivable 2,683,304.53 2,040,056.79 526,749.72 4,196,611.60
Total 2,683,304.53 2,040,056.79 526,749.72 4,196,611.60

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Not applicable
(4). Receivables actually verified and cancelled in the current period
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- ---
Items Write-off<br> amount
Accounts receivable actually written<br> off 526,749.72

Significant write-off of accounts receivable during the year

¨ Applicable Not applicable
(5). Receivables of first five companies with the greatest amount of closing amount (categorizing by debtor)
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit:Yuan Currency: RMB

**** Proportion in
**** the total closing
**** balance of
**** accounts Closing balance of
Unit name Closing balance receivable bad-debt provision
**** (%)
Client I 37,347,447.87 48.54 1,867,372.39
Client II 7,610,689.08 9.89 380,534.45
Client III 4,439,672.54 5.77 221,983.63
Client IV 2,970,340.48 3.86 148,517.02
Client V 1,161,706.39 1.52 58,085.33
Total 53,529,856.36 69.58 2,676,492.82

(6). Accounts receivable ceased to be recognized due to the transfer of financial assets
¨ Applicable Not applicable
--- --- --- ---
(7). Transferred receivables and capital and liabilities formed after continuous involvement
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 342 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Other notes:

¨ Applicable Not applicable
2. Other receivables
--- ---

Itemizedlist

Applicable ¨ Not<br> applicable

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Dividends receivable 18,000,000.00
Other receivables 11,153,838,335.49 43,463,029,538.77
Total 11,153,838,335.49 43,481,029,538.77

Other notes:

¨ Applicable Not applicable

Interest receivable

(1). Classification of interest receivable
¨ Applicable Not applicable
--- --- --- ---
1. Significant<br> dividend receivable of more than 1 year
--- ---
¨ Applicable Not applicable
--- --- --- ---
2. Provision<br> of bad debts
--- ---
(2). Significant overdue interest
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Provision of bad debts
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
(4). Dividends receivable
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Item (or Invested Company) Closing balance Opening balance
Fujian Lianchuang Zhiye Construction Engineering<br> Co., Ltd. 18,000,000.00
Total 18,000,000.00
– 343 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
1. Significant dividend<br> receivable of more than 1 year
--- ---
¨ Applicable Not applicable
--- --- --- ---
2. Provision of bad debts
--- ---
(5). Significant dividend receivable of more than 1 year
--- ---

¨ Applicable Not applicable
(6). Provision of bad debts
--- ---

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable

Other receivables


(1). Disclosure by aging

Applicable ¨ Not<br> applicable

Unit: Yuan Currency: RMB

Aging Closing<br> book balance
Within 1 year 11,101,750,690.94
Sub-total within one year 11,101,750,690.94
1-2 years 10,615,888.36
2-3 years 12,335,754.05
Over 3 years 46,269,309.38
Total 11,170,971,642.73
(2). Classification of other accounts payable according to the nature of payment
--- ---

Applicable ¨ Not applicable

Unit:Yuan Currency: RMB

Closing book Opening book
Nature of payment balance balance
Various types of deposits and guarantees receivable 65,722,463.55 64,738,198.89
Purchases and store petty cash payments 4,644,790.40 5,816,136.09
Receivables from affiliated parties 13,377,404.37 12,382,088.70
Other receivables 6,105,429.08 4,392,480.71
Intra-group receivables 11,081,121,555.33 43,378,902,174.91
Total 11,170,971,642.73 43,466,231,079.30
– 344 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(3). Provision of bad debts
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Phase<br>I Phase II Phase<br>III
Bad debt provision Expected credit loss over the next 12 months Expected credit<br> loss within the whole duration (no  credit impairment <br> occurred) Expected credit loss within the whole duration (credit impairment <br><br>incurred) Total
Balance as at January 1, 2022 879,652.86 543,274.03 1,778,613.64 3,201,540.53
Balance as of January 1, 2022 in the current period
– Transferred to Phase II -67,839.49 67,839.49
– Transferred to Phase III -300,740.15 300,740.15
– Reversed to Phase II
– Reversed to Phase I
Provision of the current period 5,205.04 267,069.76 14,422,937.11 14,695,211.91
Provision reversed in current period
Charge-off of the current period 763,445.20 763,445.20
Write-off of the current period
Other changes
Balance as at December 31, 2022 817,018.41 577,443.13 15,738,845.70 17,133,307.24
Explanation of significant changes in the book value of other receivables with provision changes in the current period:
--- --- --- ---
¨ Applicable Not applicable
Basis for provision for bad debt and assessment of significant increase in credit risk of financial instruments during<br> the period:
--- --- --- ---
¨ Applicable Not applicable
(4). Situation of the provision of bad debts
--- ---

Applicable ¨ Not<br> applicable

Unit: Yuan Currency: RMB

Increase and decrease of current period
Provision
Opening Recovered Charge-off Closing Other
Category balance Provision or Reversed or write-off balance changes
Bad-debt provision for other receivables 3,201,540.53 14,695,211.91 763,445.20 17,133,307.24
Total 3,201,540.53 14,695,211.91 763,445.20 17,133,307.24
Significant reversal or recovery of bad-debt provision of current year is:
--- --- --- ---
¨ Applicable Not applicable
– 345 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(5). Other receivables actually verified and cancelled of current year
--- ---

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Write-off amount
Other receivables actually written off 763,445.20

Where the other receivables written off is important:

¨ Applicable Not applicable

Descriptions for verification and write-off of other receivables:

¨ Applicable Not applicable
(6). Other receivables of top five companies with the greatest closing amount based on the debtor’s categorizing
--- ---

Applicable ¨ Not applicable

Unit:Yuan Currency: RMB

Proportion in
total closing Closing balance
balance of other of bad-debt
Unit name Nature of receivable Closing balance Aging receivables provision
(%)
Client I Intra-group<br><br> <br>receivables 2,050,287,662.28 Within 1 year 18.35
Client II Intra-group<br><br> <br>receivables 977,195,623.50 Within 1 year 8.75
Client III Intra-group<br><br> <br>receivables 759,872,711.66 Within 1 year 6.80
Client IV Intra-group<br><br> <br>receivables 686,017,870.68 Within 1 year 6.14
Client V Intra-group<br><br> <br>receivables 672,964,718.85 Within 1 year 6.02
Total / 5,146,338,586.97 / 46.06
(7). Accounts receivable involving governmental subsidies
--- ---

¨ Applicable Not applicable

(8). Other receivables with terminated confirmation due to financial assets transfer

¨ Applicable Not applicable
(9). Amount of assets and liabilities formed through transfer of other accounts receivable and continuous involvement
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
– 346 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
3. Long-term equity investment
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Closing balance Opening balance
Impairment Impairment
Items Book balance provision Carrying<br> value Book balance provision Carrying<br> value
Investment<br> in subsidiaries 8,533,363,770.99 8,533,363,770.99 8,480,383,770.99 8,480,383,770.99
Investment<br> in cooperative enterprises and joint ventures 3,561,969,941.27 356,747,029.69 3,205,222,911.58 3,893,487,057.12 250,959,537.39 3,642,527,519.73
Total 12,095,333,712.26 356,747,029.69 11,738,586,682.57 12,373,870,828.11 250,959,537.39 12,122,911,290.72
(1). Investment in subsidiaries
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Investee Opening<br> balance Increase<br> in the<br><br> current period Decrease<br> in the<br><br> current period Closing<br> balance Depreciation<br><br> provision accrued <br><br> in current period Closing<br> balance of<br><br> provision for<br><br> impairment
Fujian<br> Yonghui Superstores Co., Ltd. 800,000,000.00 800,000,000.00
Chongqing Yonghui<br> Superstores Co., Ltd. 714,400,000.00 714,400,000.00
Beijing Yonghui<br> Superstores Co., Ltd. 600,000,000.00 600,000,000.00
Liaoning Yonghui<br> Superstores Co., Ltd. 600,000,000.00 600,000,000.00
Sichuan Yonghui<br> Store Co., Ltd. 1,000,000,000.00 1,000,000,000.00
Jilin Yonghui<br> Superstores Co., Ltd. 300,000,000.00 300,000,000.00
Shanghai Yonghui<br> Superstores Co., Ltd. 300,000,000.00 300,000,000.00
Anhui Yonghui<br> Superstores Co., Ltd. 285,080,000.00 285,080,000.00
Fujian Yonghui<br> Logistics Co., Ltd. 285,000,000.00 285,000,000.00
Guangdong PARK&YH<br> Superstores Co., Ltd. 370,000,000.00 370,000,000.00
Guizhou Yonghui<br> Superstores Co., Ltd. 200,000,000.00 200,000,000.00
Hebei Yonghui<br> Superstores Co., Ltd. 200,000,000.00 200,000,000.00
Jiangsu Yonghui<br> Superstores Co., Ltd. 200,000,000.00 200,000,000.00
Zhejiang Yonghui<br> Superstores Co., Ltd. 120,000,000.00 120,000,000.00
Chengdu Yonghui<br> Business Development Co., Ltd. 104,000,000.00 104,000,000.00
Yonghui Logistics<br> Co., Ltd. 90,000,000.00 90,000,000.00
Fuzhou Minhou<br> Yonghui Superstores Co., Ltd. 89,521,504.19 89,521,504.19
Henan Yonghui<br> Superstores Co., Ltd. 80,860,000.00 80,860,000.00
Shanghai Dongzhan<br> International Trade Co., Ltd. 59,210,296.00 59,210,296.00
– 347 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Investee Opening<br> balance Increase<br> in the<br><br> current period Decrease<br> in the<br><br> current period Closing<br> balance Depreciation<br><br> provision accrued<br><br> in current period Closing<br> balance of<br><br> provision for<br><br> impairment
--- --- --- --- --- --- --- ---
Hubei<br> Yonghui Zhongbai Superstores Co., Ltd. 55,000,000.00 55,000,000.00
Fujian Strait<br> Food Development Co., Ltd. 53,000,000.00 53,000,000.00
Fujian Minhou<br> Yonghui Commercial Co., Ltd. 50,000,000.00 50,000,000.00
Anhui Yonghui<br> Logistics Co., Ltd. 50,000,000.00 50,000,000.00
Shandong Yonghui<br> Superstores Co., Ltd. 50,000,000.00 50,000,000.00
Xiamen Yonghui<br> Minsheng Superstores Co., Ltd. 41,670,000.00 41,670,000.00
Hunan Yonghui<br> Superstores Co., Ltd. 40,000,000.00 40,000,000.00
Fujian Yonghui<br> Commercial Co., Ltd. 37,398,045.18 37,398,045.18
Jiangsu Yonghui<br> Business Management Co., Ltd. 30,000,000.00 30,000,000.00
Fujian Yonghui<br> Culture Media Co., Ltd. 28,256,090.88 28,256,090.88
Fuping Yonghui<br> Modern Agricultural Development Co., Ltd. 28,030,000.00 2,980,000.00 31,010,000.00
Yonghui Holdings<br> Co., Ltd. 25,277,999.95 25,277,999.95
Ningbo Yonghui<br> Superstores Co., Ltd. 20,000,000.00 20,000,000.00
Guangxi Yonghui<br> Superstores Co., Ltd. 60,000,000.00 60,000,000.00
Xiamen Yonghui<br> Commercial Co., Ltd. 10,000,000.00 10,000,000.00
Fujian Yonghui<br> Modern Agriculture Development Co., Ltd. 10,000,000.00 10,000,000.00
Jiangxi Yonghui<br> Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Shaanxi Yonghui<br> Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Shanxi Yonghui<br> Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Heilongjiang<br> Yonghui Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Xiangxin Investment<br> Fund Management Co., Ltd. 11,500,000.00 11,500,000.00
Yunnan Yonghui<br> Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Ningxia Yonghui<br> Superstores Co., Ltd. 60,000,000.00 60,000,000.00
Chongqing Boyuan<br> Xunke Technology Co., Ltd. 10,000,000.00 10,000,000.00
Fujian Lianchuang<br> Zhiye Construction Engineering Co., Ltd. 9,000,000.00 9,000,000.00
Fujian Yongjin<br> Trading Co., Ltd. 4,900,000.00 4,900,000.00
Fuping Yunshang<br> Supply Chain Management Co., Ltd. 200,000,000.00 200,000,000.00
Guizhou Yonghui<br> Logistics Co., Ltd. 50,000,000.00 50,000,000.00
Yonghui Yunjin<br> Technology Co., Ltd. 500,000,000.00 500,000,000.00
Xizang Yonghui<br> Superstores Co., Ltd. 20,000,000.00 20,000,000.00
Guansu Yonghui<br> Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Qinghai Yonghui<br> Superstores Co., Ltd. 20,000,000.00 20,000,000.00
Beijing Yonghui<br> Technology Co., Ltd. 10,000,000.00 10,000,000.00
Fujian Yuntong<br> Supply Chain Co., Ltd. 100,000,000.00 100,000,000.00
Fujian Yongyuehui<br> Business Management Co., Ltd. 100,000,000.00 100,000,000.00
East China Yonghui<br> Logistics Co., Ltd. 50,000,000.00 50,000,000.00
Yonghui Yunchuang<br> Technology Co., Ltd. 338,279,834.79 338,279,834.79
Total 8,480,383,770.99 52,980,000.00 8,533,363,770.99
– 348 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(2). Investment in cooperative enterprises and joint ventures
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Increase/decrease in the current period
Investment unit Opening balance Increased investment Decreased investment Investment profit and loss recognized with the equity method Othercomprehensiverevenue adjustment Other equity changes Distribution of cash dividends or profits Provision of impairment losses Others Closing balance Closing balance of provision for impairment
I. Cooperative<br> enterprises Yonghui Fresh Food Development Co., Ltd. 156,722,946.25 -108,103,528.11 48,619,418.14
Subtotal 156,722,946.25 -108,103,528.11 48,619,418.14
II. Joint<br> ventures
Zhongbai<br> Holdings Group Co., Ltd. 220,361,681.23 -215,345,265.93 -5,016,415.30
Chengdu<br> Hongqi Chain Co., Ltd. 1,948,635,465.55 101,990,525.37 -3,998,400.00 2,046,627,590.92
Zhanjiang<br> Guolian Aquatic Products Co.,<br> Ltd
Fujian<br> OneBank Limited 603,152,265.98 9,633,586.03 -866,721.55 611,919,130.46
Xiangcun<br> Gaokao Agricultural Co., Ltd.
Fujian<br> Minwei Industrial Co., Ltd. 286,190,547.42 -36,363,802.38 196,826,745.04 53,000,000.00 356,747,029.69
Fujian<br> Xingyuan Agricultural and Animal Husbandry Technology Co.,<br> Ltd. 86,168,800.44 9,580,006.06 10,825,936.22 106,574,742.72
Beijing<br> Friendship Messenger Trading. Co.,<br> Ltd 66,419,903.84 -11,930,851.04 54,489,052.80
Sichuan<br> Yongchuang Yaohui Supply Chain<br> Management Co., Ltd. 51,851,641.23 34,331,932.13 -24,300,000.00 61,883,573.36
Fuzhou<br> Yijiu San San Bean Products Co.,<br> Ltd. 20,309,611.38 10,842,346.87 31,151,958.25
Fanshiyun<br> (Beijing) Retail Technology Co., Ltd. 13,857,400.41 -11,637,042.57 -2,220,357.84
1233<br> International Supply Chain Management<br> Co., Ltd. 188,857,256.00 2,100,188.93 190,957,444.93
Subtotal 3,485,804,573.48 -226,982,308.50 112,947,158.83 -866,721.55 10,825,936.22 -28,298,400.00 196,826,745.04 3,156,603,493.44 356,747,029.69
Total 3,642,527,519.73 -226,982,308.50 4,843,630.72 -866,721.55 10,825,936.22 -28,298,400.00 196,826,745.04 3,205,222,911.58 356,747,029.69
– 349 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
4. Operating revenues and operating costs
--- ---
(1). Operating revenue and costs
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Amount<br> of current period Amount<br> of last period
Items Revenue Cost Revenue Cost
Main business 7,611,241,236.24 6,968,231,428.63 7,358,310,070.68 6,808,157,965.86
Other business 599,683,767.74 11,908,124.52 583,321,768.28 34,047,723.99
Total 8,210,925,003.98 6,980,139,553.15 7,941,631,838.96 6,842,205,689.85

(2). Conditions of incomes generated by contract
¨ Applicable Not applicable
--- --- --- ---
(3). Description of performance obligations
--- ---
¨ Applicable Not applicable
--- --- --- ---
(4). Description of allocating to the residual fulfillment obligations
--- ---
¨ Applicable Not applicable
--- --- --- ---
5. Investment income
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Items Amount<br> of <br> current period Amount<br> of <br><br> last period
Long-term equity investment income<br> measured with cost method 370,500,000.00 929,000,000.00
Long-term equity investment income measured<br> with equity method 4,843,630.72 -23,048,225.04
Investment income for disposing long-term<br> equity investment production -1,716,557.39 42,413,884.07
Investment income of trading financial assets<br> during the holding period 521,082.72
Investment income of holding trading financial<br> assets -45,127,381.37 342,553.95
Investment income from non-current financial<br> assets during the holding period 67,910,214.00
Total 328,499,691.96 1,017,139,509.70
6. Others
--- ---
¨ Applicable Not applicable
--- --- --- ---

XVIII. Supplementary Information

1. Detailed statement of current non-recurring profit and loss
Applicable ¨ Not applicable
--- --- --- ---
– 350 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Unit:Yuan Currency: RMB

Items Amount Explanation
Gains<br> and losses on disposal of non-current assets 179,006,039.03
Government grants<br> included in current profits and losses (excluding the government grants closely related to the Company’s business operations<br> and government grants based on standard quota or quantitative amounts according to unified national standards) 211,947,320.51
Gains or losses<br> attributable to change in fair value for held-for-trading financial assets, derivative financial assets, held-for-trading financial<br> liabilities, and derivative financial liabilities; and investment income from disposal of held-for-trading financial assets, derivative<br> financial assets, held-for-trading financial liabilities, derivative financial liabilities and other creditor investments, excluding<br> the effective hedging business related to the normal operation of the Company -621,646,520.97
Trustee fee<br> income from entrusted operation 405,823.11
Other non-operating<br> income and expenditures except the items above 14,114,198.20
Other profit<br> and loss items conforming to the definition of non-recurring profit and loss 42,062,517.15
Less: income<br> tax impact amount 21,264,863.45
Minority equity<br> impact amounts 2,643,883.73
Total -198,019,370.15

The causes for non-recurring profits and losses defined by the Company in accordance with the definitions in Regulation on the Preparation of Information Disclosures of Companies Issuing Public Shares, No. 1: Explanatory Announcement – Non-Recurring Profit and Loss and the items of non-recurring profit and loss listed in Regulation on the Preparation of Information Disclosures of Companies Issuing Public Shares, No. 1: Explanatory Announcement – Non-Recurring Profit and Loss and defined as items of recurrent profit and loss shall be explained.

¨ Applicable Not applicable
2. Returns on equity and earnings per share
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Weighted average return on Earnings per share
--- --- --- --- --- --- ---
Profits during the reporting period equity Basic EPS Diluted EPS
**** (%) **** ****
Net<br> profits attributable to the Company’s ordinary shareholders -30.21 -0.30 -0.30
Net profits<br> attributable to the Company’s ordinary shareholders after the deduction of the non-recurring profits and losses -28.05 -0.28 -0.28
– 351 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
3. Accounting data difference arising from foreign and domestic accounting standards
--- ---
¨ Applicable Not applicable
--- --- --- ---
4. Others
--- ---
¨ Applicable Not applicable
--- --- --- ---

Chairman: Zhang Xuansong

Approved by the Board of Directors and submitted on April 27, 2023

RevisionInformation

¨ Applicable Not applicable
– 352 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
3. For the year ended December 31, 2023
--- ---

Section X Financial Reports

I. Audit Report
Applicable ¨ Not applicable
--- --- --- ---

Audit Report

AYHM (2024) SZi No. 70018406_B01

Yonghui Superstores Co., Ltd.

All Shareholders of Yonghui Superstores Co., Ltd.:

I. Audit Opinions

We have audited the financial statements of Yonghui Superstores Co., Ltd., which comprise of the consolidated and the company’s balance sheet as of December 31, 2023, the consolidated and the company’s income statement, statement of changes in equity, and cash flow statement for the year then ended, and the notes to the relevant financial statements.

We think that the accompanying financial statements of Yonghui Superstores Co., Ltd. have been prepared in accordance with the CASBE and fairly present the consolidated and the company’s financial position of Yonghui Superstores Co., Ltd. as of December 31, 2023, and the consolidated and the company’s financial performance and cash flows for the year then ended.

II. Basis for Formation of Audit Opinions

We have conducted our audit in accordance with the Auditing Standards for CPAs in China. In the “Responsibilities of CPAs for Auditing Financial Statements” of this report, our responsibilities under these standards are further elaborated. In accordance with China Certified Public Accountant Auditing Standards, we are independent of the Yonghui Superstores Co., Ltd. and have performed other duties about occupational ethics. We believe that the audit evidence we obtained is sufficient and appropriate, which provides a reasonable basis for our audit opinions.

III. Key Audit Matters

Key matters are the matters that we believe are the most significant to the audit of the financial statements for the current period based on our professional judgment. These matters were addressed in the context of the audit of the financial statements as a whole and the formation of our audit opinions, and we do not give separate opinions on these matters. We have described in how we addressed each of the following matters in the audit, as a background to this description.

We have fulfilled our responsibilities as described in the section “CPAs’ responsibilities for the audit of financial statements” of this report, including those responsibilities related to the key audit matters. Accordingly, our audit work includes performing audit procedures designed to respond to the assessed risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the following key audit matters, provide a basis for our audit opinion on the financial statements as a whole.

– 353 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Key audit matters: How the matter was addressed in our audit:
--- ---
Recognition of supplier income
Yonghui Superstores Co., Ltd. reported RMB4,932,182<br> thousand of other operating revenue for the year 2023, mainly obtained from suppliers. Yonghui Superstores Co., Ltd. recognizes income<br> from suppliers based on the contractual or supplementary agreement amounts when providing the corresponding services and obtaining<br> the right to collect payments. These arrangements vary in nature and scale, including storage service fees charged to suppliers,<br> display-related service fees, and various service-related fees associated with assisting suppliers in conducting marketing activities.<br><br> <br><br><br> <br>Due to the significant contribution of supplier<br> income to Yonghui Superstores Co., Ltd.’s profits and the increasing frequency and complexity of transactions with suppliers,<br> there is inherent risk of inaccurate recognition of income or improper allocation to accounting periods. Therefore, we have determined<br> the recognition of supplier income as a key audit matter.<br><br> <br><br><br> <br>Relevant information is disclosed in the<br> audit report of Note III, 21 “Revenue from contracts with customers”, Note III, 28 “Significant accounting judgments<br> and estimates”, and Note V, 44 “Operating revenue and costs” of the financial statements. Our audit procedures include:<br><br> <br><br><br> <br>(1)       Understanding<br> management’s accounting policies and key internal control measures related to the recognition of supplier income, and testing<br> and evaluating the effectiveness of relevant internal control design and operation;<br><br> <br><br><br> <br>(2)       Testing<br> general controls and key application controls of the information system with the assistance of internal information technology experts,<br> including evaluating whether the information technology system operates as designed and the integrity and accuracy of the data transfer<br> between information technology systems;<br><br> <br><br><br> <br>(3)       Examining<br> the terms and conditions stipulated in the various types of standard contract agreements signed with suppliers to assess the appropriateness<br> of the accounting treatment for the recognition of supplier income;<br><br> <br><br><br> <br>(4)       Selecting<br> samples to perform detailed testing of various types of supplier income recognized by the Company, including verifying the supporting<br> documents such as supplier contracts, invoices, supplier statements, and financial vouchers for the recognition of supplier income;<br><br> <br><br><br> <br>(5)       Performing<br> the external confirmation procedure, comparing the results with the amounts recorded in the Company’s books, and performing<br> alternative procedures for suppliers giving no response.
– 354 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Key audit matters: How the matter was addressed in our audit:
--- ---
Provision for impairment loss on long-term equity investments
As of December 31, 2023, Yonghui Superstores<br> Co., Ltd. had a carrying amount of RMB3,231,665 thousand for long-term equity investments, with an impairment provision of RMB968,582<br> thousand. This provision is made for long-term equity investments where the recoverable amount is lower than their carrying amount.<br><br> <br><br><br> <br>Due to the significance of long-term equity<br> investments to the financial statements as a whole, and the management’s significant judgments and estimates involved in the<br> provision for impairment loss on long-term equity investments. Therefore, we have identified the provision for impairment loss on<br> long-term equity investments made by Yonghui Superstores Co., Ltd. as a key audit matter.<br><br> <br><br><br> <br>Relevant information is disclosed in the<br> audit report of Note III, 10 “Long-term equity investments”, Note III, 17 “Impairment of assets”, Note III,<br> 28 “Significant accounting judgments and estimates”, and Note V, 12 “Long-term equity investments” of the<br> financial statements. Our audit procedures include:<br><br> <br><br><br> <br>(1)       Understanding<br> and assessing the design and effectiveness of internal controls related to the impairment testing of long-term equity investments;<br><br> <br><br><br> <br>(2)      Conducting<br> interviews with the Management of Yonghui Superstores Co., Ltd. to understand their investment intentions, the implementation of<br> strategic cooperation, and the expectations of the cooperation, and viewing documents such as board resolutions related to the investment;<br><br> <br><br><br> <br>(3)       Discussing<br> with management the basis for assessing indicators of impairment of long-term equity investments, obtaining financial statements of<br> the investee companies, analyzing their financial information, and evaluating the reasonableness of management’s judgments<br> regarding indicators of impairment of long-term equity investments;<br><br> <br><br><br> <br>(4)       Evaluating<br> the independence, professional competence, and objectivity of the external valuation experts hired by the management, communicating<br> with the management, external valuation experts, and internal valuation experts to evaluate key parameters of valuation. With the<br> assistance of internal valuation experts, evaluate the methods, assumptions, and reasonableness of estimates used to evaluate the<br> present value of expected future cash flows and the fair value of assets net of disposal costs in accordance with the requirements<br> of the CASBE;<br><br> <br><br><br> <br>(5)       Evaluating<br> the disclosure of impairment provisions for long-term equity investments in the financial statements to determine compliance with<br> the requirements of the CASBE.
– 355 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Key audit matters: How the matter was addressed in our audit:
--- ---
Provision for impairment loss on store asset groups
The<br> store asset groups primarily include long-term assets, such as fixed assets, long-term prepaid expenses, and right-of-use assets.<br> As of December 31, 2023, the carrying amount of these assets has totaled RMB20,040,187 thousand, with impairment provision totaled<br> RMB684,500 thousand. This provision is made for store asset groups where the recoverable amount is lower than their carrying<br> amount.<br><br> <br><br><br> <br>Due<br> to the significance of store asset groups to the financial statements as a whole, and the management’s significant judgments<br> and estimates involved in the provision for impairment loss on store asset groups, therefore, we have identified the provision for<br> impairment loss on store asset groups made by Yonghui Superstores Co., Ltd. as a key audit matter.<br><br> <br><br><br> <br>Relevant<br> information is disclosed in Note III, 12 “Fixed assets”, Note III, 25 “Leases”, Note III, 17 “Impairment<br> of assets”, Note III, 18 “Long-term prepaid expenses”, Note III, 28 “Significant accounting judgments and<br> estimates”, Note V, 15 “Fixed assets”, Note V, 18 “Right-of-use assets”, Note V, 21 “Long-term<br> prepaid expenses”. Our<br> audit procedures include:<br><br> <br><br><br> <br>(1)        Understanding and assessing the design and effectiveness of internal controls related to<br> impairment testing of store assets;<br><br> <br><br><br> <br>(2)        Discussing with management the basis for judging the indicators of impairment<br> of the store asset groups and evaluate whether management’s judgment on the indicators of impairment of<br> the store asset groups is reasonable;<br><br> <br><br><br> <br>(3)        Communicating with management and internal valuation experts to evaluate key parameters of valuation; with assistance<br> from internal valuation experts, assessing the appropriateness of the methods, assumptions, and<br> estimates used to discount the projected future cash flows of asset groups based on the requirements of the CASBE;<br><br> <br><br><br> <br>(4)        Evaluating whether the disclosures related to impairment of store asset groups in the financial statements comply<br> with the requirements of the CASBE.
IV. Other Information
--- ---

The Management of Yonghui Superstores Co., Ltd. is responsible for other information. Other information includes information covered in the annual report, but not financial statements and our audit reports.

Our audit opinions on the financial statements exclude other information and we do not publish any form of verification conclusions on other information.

In combination with our audit of financial statements, it is our responsibility to read other information, and in this process, consider whether other information to the financial statements or the situation we learned in the process of auditing is materially inconsistent or seems to have material misstatement.

Based on the work we have done, we should report the fact if we are certain that other information is materially misreported. In this respect, we have nothing to report.

V. Responsibilities of the Management and the Governance for Financial Statements

The Management is responsible for preparing financial statements in accordance with the CASBE and fairly presenting the financial statements, as well as designing, implementing, and maintaining a system of internal control necessary to make sure the financial statements are free from material misstatement, whether due to fraud or error.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

During the preparation of the financial statements, the management is responsible for assessing the ability of Yonghui Superstores Co., Ltd. to continue as a going concern, disclosing any relevant matters related to going concern (if applicable), and applying the going concern assumption, unless it intends to liquidate, cease operations, or has no other realistic option.

The governance level is responsible for overseeing the financial reporting process of Yonghui Superstores Co., Ltd.

VI. Responsibilities of CPAs for Auditing Financial Statements

Our objective is to obtain reasonable assurance for that the financial statements are free of material misstatements due to fraud or errors and to issue an audit report containing audit opinions. Reasonable assurance is a high-level assurance, but it does not guarantee that audits conducted according to audit standards will always identify a material misstatement that exists. A misstatement may be caused by fraud or errors and it is usually considered “material” when it is reasonably expected that the misstatement would, either individually or aggregately, affect the user’s economic decisions based on the financial statements.

In the process of auditing according to the auditing standards, we have applied our professional judgment and maintained professional skepticism. Meanwhile, we have also carried out the following work:

(1) Identifying and assessing risks of material<br> misstatement of financial statements due to fraud or errors; designing and implementing audit<br> procedures to address these risks; obtaining adequate and appropriate audit evidence as a<br> basis for issuing audit opinions. As fraud may involve collusion, forgery, willful omission,<br> false statements, or overriding internal control, the risk of failing to identify material<br> misstatements due to fraud is higher than that due to errors.
(2) Understanding the internal control relevant<br> to the audit in order to design audit procedures that are appropriate.
--- ---
(3) Evaluating the appropriateness of accounting<br> policies used and the reasonableness of accounting estimates and related disclosures made<br> by the Management.
--- ---
(4) Reaching a conclusion on the appropriateness<br> of the Management’s use of continuing operation assumption. Meanwhile, based on the<br> audit evidence obtained, a conclusion may be obtained on whether there may be major uncertainties<br> in matters or circumstances leading to major doubts about the continuing operation ability<br> of the Yonghui Superstores Co., Ltd. If we conclude a significant uncertainty, we shall,<br> as required by the auditing standards, draw the attention of users of the financial statements<br> to the relevant disclosures in the audit report; if the disclosure is insufficient, we shall<br> give a modified opinion. Our conclusions are based on information available as of the audit<br> report date. However, future matters or conditions may lead to an inability of Yonghui Superstores<br> Co., Ltd. to continue as a going concern.
--- ---
(5) Evaluating the overall presentation,<br> structure and content of the financial statements, and whether the financial statements represent<br> the underlying transactions and events in a manner that achieves fair presentation.
--- ---
(6) Obtaining sufficient and appropriate<br> audit evidence regarding the financial information of entities or business activities within<br> Yonghui Superstores Co., Ltd. in order to express an audit opinion on the financial statements.<br> We are responsible for guiding, supervising, and executing the Group’s audit, and bearing<br> all liabilities for our audit opinions.
--- ---

We communicated with the Governance on planned audit coverage, scheduling, and major audit findings, including the internal control defects deserving attention which were identified in the audit.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

We also provided a statement to the Governance on compliance with ethical requirements related to independence and discussed with them all relationships and other matters that may reasonably be considered to affect our independence, as well as associated preventive actions (where applicable).

From the matters that we communicated with the Governance, we decided which were the most important to the audit of the current financial statements and therefore constituted key audit matters. We shall describe these matters in the audit report, unless the public disclosure of these matters is prohibited by laws and regulations, or in rare cases, if reasonably expected, the negative consequences of communicating a matter in an audit report outweigh the benefits in the public interest, we shall determine that the matter should not be communicated in the audit report.

AYHM (2024) SZi No. 70018406_B01

Yonghui Superstores Co., Ltd.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
II. Financial Statements
--- ---

Consolidated Balance Sheet

December 31, 2023

Prepared by: Yonghui Superstores Co., Ltd.

Unit:Yuan Currency: RMB

Items Notes December<br> 31,<br> 2023 December<br> 31,<br> 2022
Current assets:
Monetary<br> funds 5,839,069,618.08 7,615,940,712.22
Loans and advances<br> (short-term) 537,340,391.79 818,071,041.50
Trading financial assets 735,971,777.07 890,826,719.10
Notes receivable
Factoring receivable 68,688,964.38 639,126,680.56
Account receivable 421,742,480.93 530,610,931.13
Receivables financing
Advance payments 1,185,220,271.68 1,389,235,355.79
Other receivables 563,971,664.48 649,676,328.75
Including: interests<br> receivable 941,391.67 770,879.94
Dividends receivable
Inventories 8,268,982,538.27 10,466,589,497.14
Assets held for sale
Non-current assets<br> due within one year 49,380,092.40 43,534,741.35
Other current assets 1,365,370,529.47 1,493,846,008.90
Total current assets 19,035,738,328.55 24,537,458,016.44
Non-current assets:
Loans and advances 20,568,200.17 76,991,144.35
Debt investment
Other creditor investments
Long-term receivables 227,393,410.57 264,650,510.99
Long-term equity investment 3,231,665,078.02 3,639,581,470.56
Investment in other<br> equity instruments
Other non-current financial<br> assets 3,651,480,119.24 3,918,000,000.00
Investment properties 300,148,229.00 311,134,379.64
Fixed assets 3,842,169,544.96 4,114,413,404.13
Construction in progress 240,333,156.71 383,281,366.61
Productive biological<br> assets 12,091,311.79 12,727,696.62
Right-of-use assets 17,033,171,909.36 19,417,724,491.81
Intangible assets 1,037,948,337.18 1,313,822,703.50
Development expenses 10,899,846.17
Goodwill 3,661,378.25 3,661,378.25
Long-term deferred<br> expenses 2,302,495,702.63 2,900,454,980.29
Deferred tax asset 1,113,173,093.71 1,238,414,692.18
Other non-current assets
Total non-current assets 33,016,299,471.59 37,605,758,065.10
Total assets 52,052,037,800.14 62,143,216,081.54
Current liabilities:
Short-term loans 5,130,220,089.04 6,528,480,368.69
Trading financial liabilities
Notes payable
Accounts payable 9,816,260,354.84 12,155,435,663.28
Accounts collected<br> in advance 106,067,963.44 196,630,132.94
Contract liabilities 4,850,841,586.20 4,826,600,547.79
Payroll payable 602,858,043.72 758,314,886.20
Taxes payable 245,448,868.97 229,606,730.28
Other payables 1,725,134,598.87 1,899,603,590.71
– 359 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Items Notes December<br> 31,<br> 2023 December<br> 31,<br> 2022
--- --- --- --- --- ---
Including: interests<br> payable
Dividends payable
Non-current<br> liabilities due within one year 1,792,351,864.19 2,011,863,655.60
Other current liabilities 457,882,012.38 460,794,502.35
Total current liabilities 24,727,065,381.65 29,067,330,077.84
Non-current liabilities:
Long-term borrowings 349,889,789.58 2,070,085,001.67
Bonds payable
Including: preferred<br> stock
Perpetual bonds
Lease liabilities 20,781,462,184.01 23,110,834,161.62
Long-term accounts<br> payable
Long-term payroll payable
Estimated liabilities 37,797,080.80 7,383,565.56
Deferred income 99,470,899.92 104,500,259.85
Deferred tax liabilities 74,683,702.79 126,183,109.37
Other non-current liabilities 46,931,643.83
Total non-current liabilities 21,390,235,300.93 25,418,986,098.07
Total liabilities 46,117,300,682.58 54,486,316,175.91
Equity (or shareholders’<br> equity):
Paid-in capital (or<br> capital stock) 9,075,036,993.00 9,075,036,993.00
Other equity instruments
Including: preferred<br> stock
Perpetual bonds
Capital reserves 4,315,325,163.65 4,292,122,541.86
Less: Treasury shares 488,768,297.30 263,483,654.25
Other comprehensive<br> income 5,073,713.42 440,260.72
Special reserves
Surplus reserves 1,132,840,649.96 1,113,275,260.54
General risk reserves
Undistributed profits -8,100,437,582.18 -6,751,820,069.61
Total Equity (or shareholders’<br> equity) attributable to parent company 5,939,070,640.55 7,465,571,332.26
Minority interests -4,333,522.99 191,328,573.37
Total equity (or shareholders’<br> equity) 5,934,737,117.56 7,656,899,905.63
Total liabilities and<br> owners’ (or shareholders’) equity 52,052,037,800.14 62,143,216,081.54

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Wu Kaizhi

Person in charge of accounting institution: Lin Wei

– 360 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

BalanceSheet of the Parent Company

December 31, 2023

Prepared by: Yonghui Superstores Co., Ltd.

Unit:Yuan Currency: RMB

Items Notes December<br> 31,<br> 2023 December<br> 31,<br> 2022
Current assets:
Monetary<br> funds 4,092,150,003.46 3,783,211,358.85
Trading financial assets 253,755,385.82
Notes receivable
Account receivable 69,717,307.96 72,737,987.04
Receivables financing
Advance payments 49,071,202.87 64,776,716.71
Other receivables 10,036,094,493.61 11,153,838,335.49
Including: interests<br> receivable
Dividends receivable
Inventories 328,866,754.44 368,298,463.42
Assets held for sale
Non-current assets<br> due within one year 6,357,530.82
Other current assets 49,920,265.13 69,830,506.40
Total current assets 14,625,820,027.47 15,772,806,284.55
Non-current assets:
Debt investment
Other creditor investments
Long-term receivables 2,642,385.68 1,531,345.04
Long-term equity investment 11,570,623,447.32 11,738,586,682.57
Investment in other<br> equity instruments
Other non-current financial<br> assets 3,651,480,119.24 3,918,000,000.00
Investment properties
Fixed assets 324,426,598.97 346,607,781.14
Construction in progress 3,237,965.73 3,998,093.26
Productive biological<br> assets
Right-of-use assets 631,471,105.03 567,549,059.54
Intangible assets 137,208,365.14 206,431,930.89
Development expenses
Goodwill
Long-term deferred<br> expenses 51,082,303.52 72,494,628.86
Deferred tax asset 14,687,600.10 126,706,236.37
Other non-current assets
Total non-current assets 16,386,859,890.73 16,981,905,757.67
Total assets 31,012,679,918.20 32,754,712,042.22
Current liabilities:
Short-term loans 1,901,562,910.56 1,828,480,368.69
Trading financial liabilities
Notes payable 2,350,000,000.00 3,500,000,000.00
Accounts payable 283,173,469.95 371,341,837.03
Accounts collected<br> in advance 3,775,967.04 108,195,847.09
Contract liabilities 837,046,681.71 439,087,861.62
Payroll payable 62,935,418.83 60,595,465.25
Taxes payable 36,463,845.96 12,100,931.30
Other payables 7,607,743,154.26 6,757,386,210.90
Including: interests<br> payable
Dividends payable
Non-current liabilities<br> due within one year 108,725,795.87 261,631,905.17
Other current liabilities 78,767,719.45 40,849,231.73
Total current liabilities 13,270,194,963.63 13,379,669,658.78
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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Items Notes December<br> 31,<br> 2023 December<br> 31,<br> 2022
--- --- --- --- --- ---
Non-current liabilities:
Long-term borrowings 349,889,789.58 2,070,085,001.67
Bonds payable
Including: preferred stock
Perpetual bonds
Lease liabilities 647,779,325.305 59,114,586.21
Long-term accounts payable
Long-term payroll payable
Estimated liabilities 2,383,510.52
Deferred income 2,133,333.48 3,733,333.44
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities 1,002,185,958.88 2,632,932,921.32
Total liabilities 14,272,380,922.51 16,012,602,580.10
Equity (or shareholders’ equity):
Paid-in capital (or<br> capital stock) 9,075,036,993.00 9,075,036,993.00
Other equity instruments
Including: preferred<br> stock
Perpetual bonds
Capital reserves 4,173,624,245.73 4,150,421,623.94
Less: Treasury shares 488,768,297.30 263,483,654.25
Other comprehensive<br> income 5,403,581.79 785,921.18
Special reserves
Surplus reserves 1,132,840,649.96 1,113,275,260.54
Undistributed profits 2,842,161,822.51 2,666,073,317.71
Total equity (or shareholders’<br> equity) 16,740,298,995.69 16,742,109,462.12
Total liabilities and<br> owners’ (or shareholders’) equity 31,012,679,918.20 32,754,712,042.22

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Wu Kaizhi

Person in charge of accounting institution: Lin Wei

– 362 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Consolidated Income Statement


January – December of 2023

Unit: Yuan Currency: RMB

Items Notes Year<br> 2023 Year<br> 2022
I. Total operating<br> income 78,642,171,577.01 90,090,819,396.14
Including: operating income 78,642,171,577.01 90,090,819,396.14
II. Total operating cost 80,366,333,652.98 92,481,130,331.71
Including: operating cost 61,939,819,460.98 72,360,590,128.08
Taxes and surcharges 217,915,039.24 204,290,684.25
Selling expenses 14,680,133,439.44 15,849,737,690.89
Administrative expenses 1,887,145,956.28 2,046,416,100.93
Research and development<br> expenses 318,267,251.93 481,898,435.04
Financial expenses 1,323,052,505.11 1,538,197,292.52
Including: interest<br> expenses 1,280,427,957.39 1,556,082,561.75
Interest income 114,344,551.59 201,725,230.95
Plus: other income 185,516,402.55 211,947,320.51
Investment income (loss<br> is indicated by “-”) 396,293,929.52 -105,277,829.92
Including: share of<br> profits of joint ventures and cooperative enterprise 109,227,298.46 -49,507,225.29
Income from fair value<br> variation (loss is indicated by “-”) -76,342,984.38 -594,680,167.44
Credit impairment losses<br> (loss is indicated by “-”) -88,874,262.99 -119,960,638.17
Assets impairment losses<br> (loss is indicated by “-”) -523,083,152.30 -635,207,660.63
Gains from disposal<br> of assets (loss is indicated by “-”) 354,869,200.66 335,708,161.50
III. Operating profits<br> (loss is indicated by “-”) -1,475,782,942.91 -3,297,781,749.72
Plus: non-operating<br> income 281,697,218.81 332,093,309.52
Less: Non-operating<br> expenses 167,332,285.51 252,787,354.20
IV. Total profit (total<br> loss is indicated by “-”) -1,361,418,009.61 -3,218,475,794.40
Less: income tax expense 103,312,444.81 -218,800,851.85
V. Net profit (net loss<br> is indicated by “-”) -1,464,730,454.42 -2,999,674,942.55
(I) Classified by business<br> continuity
1. Net profit from<br> continuous operation (net loss is indicated by “-”) -1,464,730,454.42 -2,999,674,942.55
2. Net profit from<br> discontinued operations (net loss is indicated by “-”)
(II) Classified by ownership
1. Net profit attributable<br> to the owners of the Parent Company (net loss is indicated by “-”) -1,329,052,123.15 -2,763,166,060.87
2. Minority interest<br> income (net loss is indicated by “-”) -135,678,331.27 -236,508,881.68
VI. After-tax Net Amount<br> of Other
Comprehensive Income 4,633,452.70 -1,054,073.47
(I)<br> Net amount of other comprehensive income after tax attributable to the owners of the parent company 4,633,452.70 -1,054,073.47
– 363 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Items Notes Year 2023 Year 2022
--- --- --- --- --- ---
1. Other comprehensive<br> income not allowed to be re-classified into profit and loss
(1) Changes caused by re-measurement<br> and re-definition of benefit plan
(2) Other comprehensive income that<br> cannot be converted into profits or losses under the equity method
(3) Fair value changes of other equity<br> instrument investment
(4) Fair value changes of enterprise<br> own credit risk
2. Other comprehensive income to be<br> re-classified into profit and loss 4,633,452.70 -1,054,073.47
(1) Other comprehensive<br> income that can be converted into losses and profits under the equity method 4,617,660.61 -866,721.55
(2) Fair value changes of other creditor<br> investments
(3) Amount of financial assets re-classified<br> and included in other comprehensive income
(4) Provision for credit depreciation<br> of other creditor investments
(5) Cash flow hedging reserves
(6) Balance arising from the translation<br> of foreign currency financial statements 15,792.09 -187,351.92
(7) Others
(II) After-tax net amount of other<br> comprehensive income attributable to minority shareholders
VII. Total comprehensive income -1,460,097,001.72 -3,000,729,016.02
(I) Total comprehensive income attributable<br> to the owners of the Parent Company -1,324,418,670.45 -2,764,220,134.34
(II) Total comprehensive income attributable<br> to minority shareholders -135,678,331.27 -236,508,881.68
VIII. Earnings per share:
(I) Basic EPS (RMB/share) -0.15 -0.30
(II) Diluted EPS (RMB/share) -0.15 -0.30

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Wu Kaizhi

Person in charge of accounting institution: Lin Wei

– 364 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Income Statement of the Parent Company

January – December of 2023

Unit: Yuan Currency: RMB
Items Notes Year 2023 Year 2022
I. Operation Revenue 7,447,031,228.55 8,210,925,003.98
Less: operating cost 6,070,197,288.81 6,980,139,553.15
Taxes and surcharges 19,823,758.15 17,334,970.29
Selling expenses 854,547,418.06 747,841,716.78
Administrative expenses 418,844,944.42 330,019,925.77
Research and development expenses 38,217,367.30 66,849,711.16
Financial expenses 37,052,654.49 156,371,051.26
Including: interest expenses 123,055,275.74 264,418,567.28
Interest income 101,533,826.47 129,443,760.54
Plus: other income 2,422,990.18 2,929,253.13
Investment income (loss is indicated<br> by “-”) 696,480,214.76 328,499,691.96
Including: share of profits of joint<br> ventures and cooperative enterprise 157,469,685.74 4,843,630.72
Income from fair value variation (loss<br> is indicated by “-”) 225,225.22 -50,678,149.10
Credit impairment losses (loss is indicated<br> by “-”) -2,721,219.73 -16,735,268.70
Assets impairment losses (loss is indicated<br> by “-”) -402,120,466.63 -203,165,895.73
Gains from disposal of assets (loss<br> is indicated by “-”) -18,608,735.35 14,600,352.14
II. Operating profit (loss is indicated<br> by “-”) 284,025,805.77 -12,181,940.73
Plus: non-operating income 28,237,843.98 15,205,506.64
Less: Non-operating expenses 4,591,119.26 3,815,865.97
III. Total profit (total loss is indicated<br> by “-”) 307,672,530.49 -792,300.06
Less: income tax expense 112,018,636.27 -95,477,833.92
IV. Net profit (net loss is indicated by<br> “-”) 195,653,894.22 94,685,533.86
(I) Net profit from continuous operation<br> (net loss is indicated by “-”) 195,653,894.22 94,685,533.86
(II) Net profit from discontinued operation<br> (net loss is indicated by “-”)
V. After-tax net amount of other comprehensive income 4,617,660.61 -866,721.55
(I) Other comprehensive income that<br> will not be reclassified to profit or loss
1. Changes caused by re-measurement<br> of defined benefit plan
2. Other comprehensive income that cannot<br> be converted into profit or loss under the equity method
3. Fair value changes of other equity<br> instrument investment
4. Fair value changes of enterprise’s<br> own credit risk
– 365 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Items Notes Year 2023 Year 2022
--- --- --- --- --- ---
(II) Other comprehensive<br> income to be reclassified to profit or loss 4,617,660.61 -866,721.55
1. Other comprehensive income that<br> can be converted into gains and losses under the equity method 4,617,660.61 -866,721.55
2. Fair value changes of other creditor<br> investments
3. Amount of financial assets re-classified<br> and included in other comprehensive income
4. Provision for credit impairment<br> of other creditor investments
5. Cash flow hedge reserve
6. Balance arising from the translation<br> of foreign currency financial statements
7. Others
VI. Total comprehensive income 200,271,554.83 93,818,812.31
VII. Earnings per share (EPS):
(I) Basic EPS (RMB/share)
(II) Diluted EPS (RMB/share)

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Wu Kaizhi

Person in charge of accounting institution: Lin Wei

– 366 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Consolidated Cash Flow Statement

January – December of 2023

Unit: Yuan Currency: RMB
Items Notes Year 2023 Year 2022
I. Cash flow from operating<br> activities:
Cash received from selling goods and<br> rendering services 86,093,033,346.57 98,815,495,414.75
Tax refunds received 1,349,881.04 264,494,708.10
Other cash received relating to operating<br> activities 1,523,904,449.11 1,386,207,956.81
Subtotal of cash inflows from operating<br> activities 87,618,287,676.72 100,466,198,079.66
Cash paid for purchasing goods and<br> receiving services 67,980,948,223.48 78,820,511,875.02
Cash paid to and on behalf of employees 8,107,662,483.38 8,529,341,409.46
Cash paid for taxes 1,104,738,793.64 928,646,566.02
Other cash paid relating to operating<br> activities 5,856,057,221.39 6,323,617,891.94
Subtotal of cash outflows from operating<br> activities 83,049,406,721.89 94,602,117,742.44
Net cash flow from operating activities 4,568,880,954.83 5,864,080,337.22
I. Cash flow from investment activities:
Cash received from disposal of investments 421,011,225.76 1,218,210,833.38
Cash received from investment income 159,535,200.00 29,998,400.00
Net cash received<br> from the disposal of fixed assets, intangible assets and other long-term assets 15,544,463.48 9,776,709.58
Net cash received from the disposal<br> of subsidiaries and other business entities 16,218,914.55 221,073.29
Other cash received relating to investment<br> activities 2,693,007,904.03 2,308,062,035.71
Subtotal of cash inflows from investment<br> activities 3,305,317,707.82 3,566,269,051.96
Cash paid for<br> the purchase and construction of fixed assets, intangible assets and other long-term assets 671,445,532.92 1,203,678,434.13
Cash paid for investment 17,386,837.66
Net cash paid for the acquisition of<br> subsidiaries and other business entities
Other cash paid relating to investment<br> activities 2,360,000,000.00 2,450,000,000.00
Subtotal of cash outflows from investment<br> activities 3,048,832,370.58 3,653,678,434.13
Net cash flow from investment activities 256,485,337.24 -87,409,382.17
II. Cash flow from financing activities:
Cash received from investors 240,000.00
Including: cash received by subsidiaries<br> from absorbing minority shareholder’s investment 240,000.00
Cash received from borrowings 6,200,000,000.00 10,920,000,000.00
Other cash received relating to financing<br> activities 79,951,033.98 54,280,019.15
Subtotal of cash inflows from financing<br> activities 6,280,191,033.98 10,974,280,019.15
Cash paid for debt repayment 9,429,100,000.00 14,161,100,000.00
Cash paid for distribution of dividends<br> and profits, or cash payment for interests 241,422,898.08 482,219,907.57
– 367 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Items Notes Year 2023 Year 2022
--- --- --- --- --- ---
Including: dividend and<br> profit paid by subsidiaries to minority shareholders 59,518,467.07
Other cash paid relating to financing<br> activities 3,181,615,084.55 3,312,974,983.35
Subtotal of cash outflows from financing<br> activities 12,852,137,982.63 17,956,294,890.92
Net cash flow from financing activities -6,571,946,948.65 -6,982,014,871.77
IV. Effect of exchange rate changes on cash and cash equivalents 208,556.62 4,690,719.29
V. Net increase in cash and cash equivalents -1,746,372,099.96 -1,200,653,197.43
Plus: opening balance of cash and cash equivalents 7,443,008,300.63 8,643,661,498.06
VI. Closing balance of cash and cash equivalents 5,696,636,200.67 7,443,008,300.63

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Wu Kaizhi

Person in charge of accounting institution: Lin Wei

– 368 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Cash Flow Statement ofthe Parent Company

January – December of 2023

Unit: Yuan Currency: RMB
Items Notes Year 2023 Year 2022
I. Cash flow from operating activities:
Cash received from selling goods and rendering services 8,422,435,530.57 8,565,804,570.16
Tax refunds received
Other cash received relating to operating activities 112,250,538.77 184,492,850.93
Subtotal of cash inflows from operating activities 8,534,686,069.34 8,750,297,421.09
Cash paid for purchasing goods and receiving services 5,721,347,711.24 6,197,364,913.69
Cash paid to and on behalf of employees 650,193,236.79 502,720,974.99
Cash paid for taxes 49,394,595.10 26,833,236.99
Other cash paid relating to operating activities 365,122,036.98 404,435,523.44
Subtotal of cash outflows from operating activities 6,786,057,580.11 7,131,354,649.11
Net cash flow from operating activities 1,748,628,489.23 1,618,942,771.98
II. Cash flow from investment activities:
Cash received from disposal of investments 402,243,885.66 226,982,308.50
Cash received from investment income 515,235,200.00 398,798,400.00
Net cash received from the disposal of fixed assets, intangible<br> assets and other long-term assets 247,266.14 317,597.90
Net cash received<br> from the disposal of subsidiaries and other business entities Other cash received relating to investment activities 143,258,311.64 3,722,784,778.98
Subtotal of cash inflows from investment activities 1,060,984,663.44 4,348,883,085.38
Cash paid for<br> the purchase and construction of fixed assets, intangible assets and other long-term assets 48,891,860.84 114,047,582.10
Cash paid for investment 203,986,837.66 52,980,000.00
Net cash paid for the acquisition of subsidiaries and other<br> business entities
Other cash paid relating to investment activities
Subtotal of cash outflows from investment activities 252,878,698.50 167,027,582.10
Net cash flow from investment activities 808,105,964.94 4,181,855,503.28
III. Cash flow from financing activities:
Cash received from investors
Cash received from borrowings 2,950,000,000.00 6,220,000,000.00
Other cash received relating to financing activities 8,101,885.18 6,908,362.50
Subtotal of cash inflows from financing activities 2,958,101,885.18 6,226,908,362.50
Cash paid for debt repayment 4,729,100,000.00 10,861,100,000.00
Cash paid for distribution of dividends and profits, or cash<br> payment for interests 63,294,760.36 440,113,532.33
Other cash paid relating to financing activities 388,179,938.43 419,071,524.12
– 369 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Items Notes Year 2023 Year 2022
--- --- --- --- --- ---
Subtotal of cash outflows from financing activities 5,180,574,698.79 11,720,285,056.45
Net cash flow from financing activities -2,222,472,813.61 -5,493,376,693.95
IV. Effect of exchange rate changes on cash and cash equivalents
V. Net increase in cash and cash equivalents 334,261,640.56 307,421,581.31
Plus: opening balance of cash and cash equivalents 3,726,159,392.19 3,418,737,810.88
VI. Closing balance of cash and cash equivalents 4,060,421,032.75 3,726,159,392.19

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Wu Kaizhi

Person in charge of accounting institution: Lin Wei

– 370 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

ConsolidatedStatement of Changes in Equity

January – December of 2023

Unit: Yuan Currency: RMB

Year<br> 2023
Equity<br> attributable to parent company
Paid-in<br> capital Other equity<br><br> instruments Less: Other General
(or capital Preferred Perpetual Capital Treasury comprehensive Special Surplus risk Undistributed Minority
Items stock) stock bonds Others reserves shares income reserves reserves reserves profits Others Subtotal interests Total<br> equity
I.<br> Closing balance of last year 9,075,036,993.00 4,292,122,541.86 263,483,654.25 440,260.72 1,113,275,260.54 -6,751,820,069.61 7,465,571,332.26 191,328,573.37 7,656,899,905.63
Plus:<br> Changes in accounting policies Correction of previous errors Others
II.<br> Opening balance of current year 9,075,036,993.00 4,292,122,541.86 263,483,654.25 440,260.72 1,113,275,260.54 -6,751,820,069.61 7,465,571,332.26 191,328,573.37 7,656,899,905.63
III.<br> Increase and decrease of current period (decrease is indicated by “-”) 23,202,621.79 225,284,643.05 4,633,452.70 19,565,389.42 -1,348,617,512.57 -1,526,500,691.71 -195,662,096.36 -1,722,162,788.07
(I)<br> Total Comprehensive Income 4,633,452.70 -1,329,052,123.15 -1,324,418,670.45 -135,678,331.27 -1,460,097,001.72
(II)<br> Capital paid in and reduced by owners 23,202,621.79 225,284,643.05 -202,082,021.26 -465,298.02 -202,547,319.28
1.<br> Ordinary shares paid in by owners
2.<br> Capital paid in by holders of other equity instruments
3.<br> Amounts of share-based payments recognized in equity
4.<br> Others 23,202,621.79 225,284,643.05 -202,082,021.26 -465,298.02 -202,547,319.28
(III)<br> Profit distribution 19,565,389.42 -19,565,389.42 -59,518,467.07 -59,518,467.07
1.<br> Appropriation to surplus reserve 19,565,389.42 -19,565,389.42
2.<br> Appropriation to general risk reserves
3.<br> Distribution to owners (or shareholders)
4.<br> Others -59,518,467.07 -59,518,467.07
(IV)<br> Internal carryforward of equity
1.<br> Capitalized capital reserves (or capital stock)
2.<br> Capitalized surplus reserves (or capital stock)
3.<br> Surplus reserve to make up for losses
4.<br> Changes in defined benefit plans carried forward into retained income
5.<br> Other comprehensive income carried forward into the retained income
6.<br> Others
(V)<br> Special reserve
1.<br> Addition in current period
2.<br> Amount used for the period
(VI)<br> Others
IV.<br> Closing balance of current period 9,075,036,993.00 4,315,325,163.65 488,768,297.30 5,073,713.42 1,132,840,649.96 -8,100,437,582.18 5,939,070,640.55 -4,333,522.99 5,934,737,117.56
– 371 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Year<br> 2022
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Equity<br> attributable to parent company
Paid-in<br> capital Other equity <br><br>instruments Less: Other General
(or capital Preferred Perpetual Capital Treasury comprehensive Special Surplus risk Undistributed Minority
Items stock) stock bonds Others reserves shares income reserves reserves reserves profits Others Subtotal interests Total<br> equity
I.<br> Closing balance of last year 9,075,036,993.00 4,276,144,811.80 1,494,334.19 1,103,806,707.15 -3,797,684,715.49 10,658,798,130.65 418,606,199.35 11,077,404,330.00
Plus:<br> Changes in accounting policies
Correction<br> of previous errors
Others
II.<br> Opening balance of current year 9,075,036,993.00 4,276,144,811.80 1,494,334.19 1,103,806,707.15 -3,797,684,715.49 10,658,798,130.65 418,606,199.35 11,077,404,330.00
III.<br> Increase and decrease of current period (decrease is indicated by “-”) 15,977,730.06 263,483,654.25 -1,054,073.47 9,468,553.39 -2,954,135,354.12 -3,193,226,798.39 -227,277,625.98 -3,420,504,424.37
(I)<br> Total Comprehensive Income -1,054,073.47 -2,763,166,060.87 -2,764,220,134.34 -236,508,881.68 -3,000,729,016.02
(II)<br> Capital paid in and reduced by owners 15,977,730.06 263,483,654.25 -247,505,924.19 9,231,255.70 -238,274,668.49
1.<br> Ordinary shares paid in by owners
2.<br> Capital paid in by holders of other equity instruments
3.<br> Amounts of share-based payments recognized in equity
4.<br> Others 15,977,730.06 263,483,654.25 -247,505,924.19 9,231,255.70 -238,274,668.49
(III)<br> Profit distribution 9,468,553.39 -190,969,293.25 -181,500,739.86 -181,500,739.86
1.<br> Appropriation to surplus reserve 9,468,553.39 -9,468,553.39
2.<br> Appropriation to general risk reserves
3.<br> Distribution to owners (or shareholders) -181,500,739.86 -181,500,739.86 -181,500,739.86
4.<br> Others
(IV)<br> Internal carryforward of equity
1.<br> Capitalized capital reserves (or capital stock)
2.<br> Capitalized surplus reserves (or capital stock)
3.<br> Surplus reserve to make up for losses
4.<br> Changes in defined benefit plans carried forward into retained income
5.<br> Other comprehensive income carried forward into the retained income
6.<br> Others
(V)<br> Special reserve
1.<br> Addition in current period
2.<br> Amount used for the period
(VI)<br> Others
IV.<br> Closing balance of current period 9,075,036,993.00 4,292,122,541.86 263,483,654.25 440,260.72 1,113,275,260.54 -6,751,820,069.61 7,465,571,332.26 191,328,573.37 7,656,899,905.63

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Wu Kaizhi

Person in charge of accounting institution: Lin Wei

– 372 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Statementof Changes in Equity of the Parent Company

January – December of 2023

Unit: Yuan Currency: RMB

Year<br> 2023
Paid-in<br> capital Other equity <br><br>instruments Less: Other
(or capital Preferred Perpetual Capital Treasury comprehensive Special Surplus Undistributed
Items stock) stock bonds Others reserves shares income reserves reserves profits Total<br> equity
I.<br> Closing balance of last year 9,075,036,993.00 4,150,421,623.94 263,483,654.25 785,921.18 1,113,275,260.54 2,666,073,317.71 16,742,109,462.12
Plus:<br> Changes in accounting policies
Correction<br> of previous errors
Others
II.<br> Opening balance of current year 9,075,036,993.00 4,150,421,623.94 263,483,654.25 785,921.18 1,113,275,260.54 2,666,073,317.71 16,742,109,462.12
III.<br> Increase and decrease of current period (decrease is indicated by “-”) 23,202,621.79 225,284,643.05 4,617,660.61 19,565,389.42 176,088,504.80 -1,810,466.43
(I)<br> Total Comprehensive Income 4,617,660.61 195,653,894.22 200,271,554.83
(II)<br> Capital paid in and reduced by owners 23,202,621.79 225,284,643.05 -202,082,021.26
1.<br> Ordinary shares paid in by owners
2.<br> Capital paid in by holders of other equity instruments -
3.<br> Amounts of share-based payments recognized in equity
4.<br> Others 23,202,621.79 225,284,643.05 -202,082,021.26
(III)<br> Profit distribution 19,565,389.42 -19,565,389.42
1.<br> Appropriation to surplus reserve 19,565,389.42 -19,565,389.42
2.<br> Distribution to owners (or shareholders)
3.<br> Others
(IV)<br> Internal carryforward of equity
1.<br> Capitalized capital reserves (or capital stock)
2.<br> Capitalized surplus reserves (or capital stock)
3.<br> Surplus reserve to make up for losses
4.<br> Changes in defined benefit plans carried forward into retained income
5.<br> Other comprehensive income carried forward into the retained income
6.<br> Others
(V)<br> Special reserve
1.<br> Addition in current period
2.<br> Amount used for the period
(VI)<br> Others
IV.<br> Closing balance of current period 9,075,036,993.00 4,173,624,245.73 488,768,297.30 5,403,581.79 1,132,840,649.96 2,842,161,822.51 16,740,298,995.69
– 373 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Year 2022
--- --- --- --- --- --- --- --- --- --- --- ---
Paid-in capital Other<br> equity <br><br>instruments Other
(or capital Preferred Perpetual Less: Treasury comprehensive Special Surplus Undistributed
Items stock) stock bonds Others Capital<br> reserves shares income reserves reserves profits Total<br> equity
I.<br> Closing balance of last year 9,075,036,993.00 4,135,238,517.71 1,652,642.73 1,103,806,707.15 2,762,357,077.10 17,078,091,937.69
Plus:<br> Changes in accounting policies
Correction<br> of previous errors
Others
II.<br> Opening balance of current year 9,075,036,993.00 4,135,238,517.71 1,652,642.73 1,103,806,707.15 2,762,357,077.10 17,078,091,937.69
III.<br> Increase and decrease of current period (decrease is indicated by “-”) 15,183,106.23 263,483,654.25 -866,721.55 9,468,553.39 -96,283,759.39 -335,982,475.57
(I)<br> Total Comprehensive Income -866,721.55 94,685,533.86 93,818,812.31
(II)<br> Capital paid in and reduced by owners 15,183,106.23 263,483,654.25 -248,300,548.02
1.<br> Ordinary shares paid in by owners
2.<br> Capital paid in by holders of other equity instruments
3.<br> Amounts of share-based payments recognized in equity
4.<br> Others 15,183,106.23 263,483,654.25 -248,300,548.02
(III)<br> Profit distribution 9,468,553.39 -190,969,293.25 -181,500,739.86
1.<br> Appropriation to surplus reserve 9,468,553.39 -9,468,553.39
2.<br> Distribution to owners (or shareholders) -181,500,739.86 -181,500,739.86
3.<br> Others
(IV)<br> Internal carryforward of equity
1.<br> Capitalized capital reserves (or capital stock)
2.<br> Capitalized surplus reserves (or capital stock)
3.<br> Surplus reserve to make up for losses
4.<br> Changes in defined benefit plans carried forward into retained income
5.<br> Other comprehensive income carried forward into the retained income
6.<br> Others
(V)<br> Special reserve
1.<br> Addition in current period
2.<br> Amount used for the period
(VI)<br> Others
IV.<br> Closing balance of current period 9,075,036,993.00 4,150,421,623.94 263,483,654.25 785,921.18 1,113,275,260.54 2,666,073,317.71 16,742,109,462.12

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Wu Kaizhi

Person in charge of accounting institution: Lin Wei

– 374 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

III.   Company Profile

1.     Company Overview

Applicable ¨ Not applicable

Yonghui Superstores Co., Ltd. (“the Company”), established on August 13, 2009, is a limited liability company registered in Fujian Province, People’s Republic of China, with a long-term operating period. The Company’s issued common shares, denominated in RMB, are listed on the Shanghai Stock Exchange. The Company is headquartered at No. 436 West 2nd Ring Middle Road, Fuzhou City, Fujian Province.

The main business activities of the Company and its subsidiaries (the “Group”) include the sale of fresh products, food supplies, clothing, and related promotional services, logistics distribution, real estate property acquisition, construction and leasing, etc.

The financial statements were reported upon the approval by the resolution of the Board of Directors on April 25, 2024. According to Articles of Association of the Company, the financial statements would be submitted to the shareholders’ meeting for review.

The consolidation scope of the consolidated financial statements is determined based on control. For changes in the current year, please refer to Section VIII, Change of Consolidation Scope and Section IX, Equity in Other Entities.

2.    Scope of Consolidated Financial Statements

Applicable ¨ Not applicable

As of December 31, 2023, the Company had owned 112 subsidiary companies, with an decrease of 17 compared to the previous year in the number of entities included in the consolidation scope. The consolidation scope increased by 2 newly established companies and decreased by 16 companies due to cancellation and 3 companies due to transfer.

IV.  Preparation Basis for Financial Statements

1.       Basis of preparation

The financial statements were prepared in accordance with the CASBE: Basic Standards promulgated by the Ministry of Finance and the specific accounting standards, application guidelines, explanations and other regulations (collectively referred to as “Accounting Standards for Business Enterprises”) issued and revised thereafter. Furthermore, this financial statement also discloses financial information in accordance with the No. 15 Rules for the Disclosure of Information of the Companies that Offer Securities to the Public – General Provisions on Financial Statement.

2.    Going concern

Applicable ¨ Not applicable

The financial statements were listed on a going concern basis.

Except for certain financial instruments, the financial statements were prepared in accordance with the historical cost as the basis for measurement. If the asset decreases in value, the provision for impairment of assets should be made according to relevant regulations.

V.    Significant Accounting Policy andEstimate

Specific accounting policies and accounting estimates presentation:

Applicable ¨ Not applicable
– 375 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

The Group has formulated specific accounting policies and estimates based on its actual production and operational characteristics, mainly reflected in the provision for bad debts of receivables, inventory valuation methods, depreciation of fixed assets, amortization of intangible assets, capitalization criteria for research and development expenses, amortization of long-term prepaid expenses, recognition of deferred tax assets, provision for impairment of long-term assets, and revenue recognition and measurement.

1.    Statement on Compliance with CASBE

The financial statements comply with the requirements of the CASBEASBE, providing a true and complete reflection of the financial position of the Company and the Group as of December 31, 2023, as well as their operating performance and cash flows for the year 2023.

2.    Accounting period

The fiscal year of the Group adopts the Gregorian calendar year, that is, every year from January 1 to December 31.

3.    Operating cycle

Applicable ¨ Not applicable

Business cycle of the Group is 12 months.

4.    Recording currency

The recording currency adopted by the Company and its domestic subsidiaries and currency used for preparing the financial statements are RMB. The overseas subsidiary companies of the Company determine their functional currency based on the primary economic environment in which they operate and convert it to RMB when preparing financial statements. Unless otherwise specified, the monetary unit in the financial statements is RMB.

5.   Significance criteria determinationmethods and selection basis

Applicable ¨ Not applicable
Items Significance criteria
--- ---
Significant<br> accounts receivable with single provision for bad debt reserves Over RMB10,000 thousand
Significant<br> provision reversals or reversals of bad debt reserves for receivables Over RMB10,000 thousand
Actual<br> write-off of significant accounts receivable Over RMB10,000 thousand
Significant<br> construction in progress Budget exceeding RMB80,000<br> thousand
Significant<br> other payables Over RMB10,000 thousand
Significant<br> non-wholly-owned subsidiaries Subsidiaries’ net<br> assets account for 10% of the Group’s net assets
Significant<br> capitalized research and development projects Over RMB10,000 thousand
Important<br> cooperative enterprises and joint ventures Investee companies account<br> for 10% of the Group’s net assets
Long-term<br> equity investments with significant impairment provisions established. Impairment provisions account<br> for 5% of the carrying amount of long-term equity investments
– 376 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

6.     Accounting method for businesscombination under and not under the same control

Applicable ¨ Not applicable

Business combination is divided into business combination under and not under same control.

Business combination under same control

For the business combination under same control, the assets and liabilities that the combing party obtains from the combined party, except from the adjustments made due to difference of accounting policies, shall be measured on the basis of the book value of the combined party in the consolidated financial statement of the final controller on the combination date. The difference between the book value of consideration paid and the book value of net assets acquired in a business combination is adjusted to capital reserves. If the capital reserves are insufficient, it is adjusted against retained earnings.

Business combination under same control that is realized by several transactions

In some financial statements, the book value shares of the net assets of the combined party in the consolidated financial statement of the final controller calculated based on the shareholding ratio on the combination date shall be deemed as the initial investment costs of the investment. For the balance between the initial investment costs, the book value of the investment held before the combination plus the book value of the consideration newly paid before the combination, the capital reserves shall be offset, and if the capital reserves are not sufficient to be offset, the retained earnings shall be adjusted.

In consolidated financial statements, for the assets and liabilities of the acquiree obtained by the acquirer in the acquisition, in addition to the adjustment made due to difference of accounting policy, they shall be measured at the book value on the acquisition date in the consolidated financial statement of the final controller. For the balance between the sum of the book value of the investment held before the combination and the book value of the consideration newly paid on the combination date and the book value of net assets obtained in the combination, the capital reserves shall be offset, and if the capital reserves are not sufficient to be offset, the retained earnings shall be adjusted. For the long-term equity investment held by the combining party before it obtained the control over the combined party, changes in relevant profits and losses, other comprehensive incomes and other owner’s equities recognized from the later one of the date when the original equity is obtained and the date when the combining party and the combined party are under the final control of the same party to the combination date shall respectively be used to offset the retained income at the beginning period of the comparative statement or profits and losses of current period.

Business combination not under the same control

Business combination not under the same control is a business combination in which the combining enterprises are not ultimately controlled by the same party or the same parties both before and after the business combination. In a business combination not under the same control, the party which obtains the control on other combining enterprise(s) on the acquisition date is the acquirer, and other combining enterprise(s) is(are) the acquiree. Acquisition date refers to the date on which the acquirer actually obtains the control on the acquiree.

Under the non-common control condition, acquiree’s identifiable assets, liability and contingent liabilities acquired from the business combination shall be measured at fair value on the acquisition date.

– 377 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

If the sum of the fair value of the merger consideration paid (or the fair value of the equity securities issued) and the fair value of the equity of the acquiree held before the acquisition date is greater than the fair value share of the identifiable net assets of the acquiree obtained in the merger, the difference is recognized as goodwill and subsequently measured at cost less accumulated impairment losses. If the sum of the fair value of the merger consideration paid (or the fair value of the equity securities issued) and the fair value of the equity of the acquiree held before the acquisition date is less than the fair value share of the identifiable net assets of the acquiree obtained in the merger, the identifiable assets, liabilities, the fair value of and contingent liabilities, the fair value of merger consideration paid (or the fair value of equity securities issued), and the fair value of equity held by the acquiree before the acquisition date shall be rechecked at first. If the sum of the fair value of the merger consideration paid (or the fair value of the equity securities issued) and the fair value of the equity of the acquiree held before the acquisition date is still less than the fair value share of the identifiable net assets of the acquiree obtained in the merger, the difference shall be included in the current profits and losses.

In cases of step-by-step acquisition of businesses under common control, for long-term equity investments held by the acquiring party before the acquisition date, they are remeasured at fair value on the acquisition date. The difference between fair value and the book value is recognized in the current period’s income statement. For the other comprehensive income of the acquired party’s long-term equity investments held before the acquisition date accounted for under the equity method, the accounting treatment is based on the same basis as the direct disposal of the relevant assets or liabilities of the invested entity. Other changes in equity, other than net income, other comprehensive income, and profit distribution, are treated as income in the period to which the acquisition date belongs.

7. Criteria for determining control and preparation method for consolidated financial statements
Applicable ¨ Not applicable
--- --- --- ---

The combination scope of the consolidated financial statements is determined on the basis of control, including the financial statements Company and all of its subsidiaries. Subsidiaries refer to the entities controlled by the Company (including the detachable parts of the Company and the invested companies, the structured entities controlled by the Company, and so on). An investor has control over an investee when it has the following three elements: the investor has the rights over the investee, the investor is entitled to variable returns through its involvement with the investee, and the investor has the ability to use its rights to affect the returns from the investee.

The accounting policies and accounting period adopted by the subsidiaries and the Company is not the same. In the preparation of the consolidated financial statements, the consolidated financial statements of the subsidiaries shall be properly adjusted in accordance with the accounting policies and accounting period of the Company. Assets, liabilities, equity, income, expenses and cash flows generated by all transactions between subsidiaries of the Group are fully offset at the time of the merger.

Where the loss shared by minority shareholders in a subsidiary exceeds the share enjoyed by minority shareholders in the subsidiary’s shareholder’s equity at the beginning of the period, the balance shall be written down with the minority shareholders’ equity.

For subsidiaries acquired through business combination not under the same control, the operating results and cash flow of the acquiree shall be included to consolidated financial statement from the date when the Group acquires the control right to the date when it terminates the control right. In the process of preparing consolidated financial statements, the financial statements of the subsidiary company shall be adjusted on the basis of the fair values of the identifiable assets, liabilities and contingent liabilities determined on the acquisition date.

For subsidiaries acquired through business combination under the same control, the operating results and cash flow of the acquiree shall be included to consolidated financial statement at the beginning of combination. During the preparation of consolidated financial statement, relevant items of financial statement of last year shall be adjusted and they will be regarded as reporting entities for consolidated statement and always exist since the control of final controller.

– 378 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Where changes in relevant facts and circumstances result in changes to one or more of the control elements, the Group will reassess whether or not to control the investee.

In the circumstance of not losing the control, changes in minority shareholders’ equity are taken as an equity transaction.

8.     Accountingmethod for joint venture arrangement and joint operation

Applicable ¨ Not applicable

Joint arrangement refers to the arrangement jointly controlled by two or more participants. The Group’s joint arrangements are classified as Cooperative Enterprises.

Joint venture refers to the Group only enjoying the right of joint venturing arrangement over the net assets.

The Group shall carry out accounting treatment for the investment of joint ventures in accordance with the provisions on the equity method of accounting for long-term equity investment.

9.     Determinationof cash and cash equivalents

Cash refers to the Group’s cash on hand and deposits that can be used for payment at any time; cash equivalents refer to the cash held by the Group with short maturity, strong liquidity, and easy conversion to a known amount and the investment of low value changing risks.

10.   Foreign currency businessand the translation of foreign currency financial statement

Applicable ¨ Not applicable

The Group shall translate the amount of a foreign currency transaction into its functional currency.

For foreign currency transactions, the foreign currency amount is initially recognized by using the spot exchange rate as of the transaction date to translate it into the functional currency amount. The foreign currency monetary items on the balance sheet date shall be translated at the spot exchange rate on the balance sheet date. The resulting converted difference between the settlement and monetary items shall be treated as profit or loss in the current period, except for the difference arising from the special borrowings of foreign currency relating to the acquisition and construction of assets eligible for capitalization is disposed as per the principle of borrowing costs capitalization. The foreign currency non-monetary items measured at the historical cost shall still be translated at the spot exchange rate on the transaction date, of which the amount of functional currency shall not be changed. Foreign currency non-monetary items measured at fair value shall be translated at the spot exchange rate on the date when the fair value is determined. The resulting difference shall be recognized in the current profit or loss or other comprehensive income based on the nature of the non-monetary items.

For overseas operations, the Group translates the financial statements from their functional currency to RMB: for assets and liabilities in the balance sheet, the spot exchange rate as of the balance sheet date is used, while for equity items other than “undistributed profit”, the exchange rate as of the transaction date is used. For income and expense items in the income statement, the average exchange rate during the period is used for translation (unless the exchange rate fluctuations make it inappropriate, in which case the spot exchange rate as of the transaction date is used). The translation differences in the foreign currency financial statements obtained with the above-mentioned conversion method are recognized as other comprehensive income. In disposing of overseas operations, other comprehensive income related to the overseas operations shall be transferred to the disposal of current profits and losses, the partial disposal shall be calculated based on the disposal proportion.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

The foreign currency cash flow and cash flow of overseas subsidiary shall be translated at the spot exchange rate on the date when the cash flow occurs. The influence of exchange rate fluctuation on cash shall be separately presented as an adjustment item in the cash flow statement.

11.  Financial instruments

Applicable ¨ Not applicable

Financial instruments refer to the contracts under which the financial assets of an enterprise are formed and the financial liability or right instruments of any other entity are formed.

Recognition and derecognition of financial instruments

A financial asset or financial liability shall be recognized when the Group becomes a party of financial instrument contract.

A financial asset (or part of it, or a portion of a group of similar financial assets) is derecognized when the following conditions are met, that is, it is written off from its account and balance sheet:

(1) The right to receive<br> cash flow of financial assets expires;
(2) Transferred the right to receive cash<br> flows from financial assets is transferred, or assumed the obligation to pay the full amount<br> of cash flows to third parties in time under the “pass-through agreement”; and<br> (a) substantially transferred the almost all the risks and rewards of financial assets ownership,<br> or (b) abandoned the control over the financial assets, although all the risks and rewards<br> were substantially transferred or retained.
--- ---

Where the responsibility for a financial liability has been fulfilled, revoked or expired, the financial liability will be derecognized. Where the current financial liability is replaced by another financial liability of the same creditor on virtually different terms, or the terms of the current liability are substantially modified, such replacement or modification shall be disposed for derecognition of the original liability and recognition of new liabilities, and the difference shall be included in the current profit and loss.

Financial asset bought and sold by regular means shall be recognized and derecognized in accordance with accounting at the transaction date. The conventional method of buying and selling financial assets refer to the delivery of financial assets according to the contractual terms, with the contracts specifying the delivery dates determined by regulations or market conventions. The trading day is the date on which the Group promises to buy or sell financial assets.

Classification and measurement of financial assets

At the time of initial recognition, the financial assets of the Group are classified as follows according to the Group’s business model of managing financial assets and contractual cash flow characteristics of financial assets: financial assets measured at fair value with changes included in current profits and losses, financial assets measured at amortized cost.

In initial recognition, financial assets shall be measured at fair value, but the accounts receivable arising from the sale of goods or provision of services exclude significant financing elements or do not take into account the financing elements of less than one year, and the initial measurement shall be carried out according to the transaction price.

For the financial assets measured at fair value with changes included in the current profits and losses, the transaction expenses thereof are directly recorded into the profits and losses of the current period; for other categories of financial assets, the transaction expenses thereof are included into the initially recognized amount.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Subsequent measurement of financial assets depends on their classification:

Financial assets measured at amortized costs

Financial assets that meet the following conditions simultaneously and are classified as financial assets measured at amortized cost: the business mode for managing the financial assets is to collect the contractual cash flows; as stipulated in the contract terms of the financial assets, the cash flow generated on a specific date is only the payment for principal and interest based on the amount of outstanding principal. Actual interest method is adopted for determining interest income of such financial assets, the profits and losses that arise when such financial assets are terminated, amortized or depreciated, shall be recorded into the profits and losses of the current period.

Financial assets measured at fair value withchanges included in current profits and losses

The Company classifies the financial assets above other than those measured at amortized cost as financial assets measured at fair value with changes included in current profits and losses. For such financial assets, the fair value is used for subsequent measurement, with all changes in fair value included in the current profits and losses.

Classification and measurement of financial liabilities

The financial liabilities of the Group are initially classified as financial liabilities measured at amortized cost. The transaction costs related to financial liabilities measured at amortized cost are included in their initially recognized amounts.

Subsequent measurement of financial liabilities depends on their classification:

Financial liabilities measured at amortisedcost

These financial liabilities are calculated with the actual interest rate method with reference to the amortized cost for subsequent measurement.

Impairment of financial instruments

The group recognizes impairment losses and establishes provisions for expected credit losses on financial assets measured at amortized cost and lease receivables.

For accounts receivable without significant financing components, the Group measures the loss provision based on the expected credit loss amount within the whole duration by using the simplified measurement method.

For lease receivables, the Group chooses to apply a simplified measurement approach, measuring the loss provision based on the expected credit loss amount equivalent to the entire lease term.

For financial assets other than those using simplified measurement method, the Group assesses whether the credit risk has increased significantly since the initial recognition on each balance sheet date. If the credit risk does not increase significantly after initial recognition and is in the first stage, the Group measures the loss reserve according to the amount equivalent to the expected credit loss in the next 12 months, and calculates the interest income according to the book balance and the actual interest rate; if the credit risk has increased significantly since the initial recognition, but the credit depreciation has not occurred and the credit risk is in the second stage, the Group measures the loss reserve according to the amount equivalent to the expected credit loss in the whole duration, and calculates the interest income according to the book balance and the actual interest rate; if credit depreciation occurs after initial recognition and the credit risk is in the third stage, the Group measures the loss reserves according to the amount equivalent to the expected credit loss in the whole duration, and calculates the interest income according to the amortization cost and the actual interest rate. For financial instruments with low credit risk on the balance sheet date, the Group assumes that its credit risk has not increased significantly since initial recognition.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

The Group assesses the expected credit loss of financial instruments based on individual and collective assessments. Considering the credit risk characteristics of different customers, the Group assesses the expected credit loss of receivables on the basis of aging combination.

For disclosures regarding the criteria for determining a significant increase in credit risk, definition of incurred credit-impaired assets, and assumptions for measuring expected credit losses, please refer to Note XII, 1.

The factors reflected by the methods applied by the Group to measure the expected credit loss of financial assets include: unbiased probability weighted average amount determined by evaluating a series of possible results, the time value of money, and reasonable and evidence-based information about past events, current situation and forecast of future economic situation which can be obtained on the balance sheet date without expending unnecessary extra cost or efforts.

If the Group no longer reasonably expects the cash flow of the financial asset contract to be recovered in whole or in part, the book balance of the financial asset shall be directly written down.

Transfer of financial assets

In the event that the Group has transferred nearly all of the risks and rewards related to the ownership of the financial asset to the transferee, it shall stop recognizing the financial asset. In case it has retained nearly all of the risks and rewards associated with the ownership of the financial asset, the financial asset shall not be derecognized.

In the event the Group has neither transferred nor retained almost all the risks and rewards of ownership of financial assets, the following cases shall be considered: if the control of the financial assets is abandoned, the financial assets are derecognized and the assets and liabilities are recognized; if the financial assets are controlled, the relevant financial assets are recognized according to the extent to which they continue to be involved in the transferred financial assets, and the related liabilities are recognized accordingly.

In case it continues to be involved by transferring the financial assets and providing financial guarantee, the assets resulted in are recognized according to any one of the book value of the financial assets and the financial guarantee amount, whichever is lower. The amount of financial guarantee refers to the highest amount of repayment to be demanded among the considerations received.

12.  Notes receivable

Recognition method and accounting treatmentmethod for expected credit loss of notes receivable

¨ Applicable Not applicable

13.  Accounts receivable

Recognition method and accounting treatmentmethod for expected credit loss of accounts receivable.

Applicable ¨ Not applicable

For accounts receivable, regardless of whether there is a significant financing component, the Group always measures its loss provision based on the amount equivalent to the expected credit loss during the entire duration.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

When individual financial assets cannot be assessed for expected credit losses on a reasonable cost basis, the Group classifies receivables into various portfolios based on their credit risk characteristics. Expected credit losses are then calculated on a portfolio basis, and the determination of the portfolio is based on the following criteria:

Accounts receivable portfolio 1: Receivables for sales proceeds, supplier service fees, rent, project payments, and other amounts.

Accounts receivable portfolio 2: Receivables from affiliated parties

Accounts receivable portfolio 3: Intra-group receivables.

For accounts receivable divided into the portfolio, the Group prepares a comparison table between the aging/days overdue of accounts receivable and the expected credit loss rate in the whole duration to calculate the expected credit loss by referring to the experience of historical credit loss and combining the current situation and the forecast of future economic situation.

14.  Receivables financing

¨ Applicable Not applicable

15.  Other receivables

Recognition method and accounting treatmentmethod of expected credit loss of other receivables

Applicable ¨ Not applicable

Other receivables are segmented into several portfolios based on their credit risk characteristics. The determination of portfolio composition for other receivables is as follows:

Other receivables portfolio 1: Receivables for various types of deposits, guarantees, purchases, and store reserve funds.

Other receivables portfolio 2: Receivables from related parties.

Other receivables portfolio 3: Other receivables.

Other receivables portfolio 4: Intra-group receivables.

For other receivables, factored receivables, loans granted, and advances that are grouped together, the Group calculates the expected credit losses based on default risk exposure and the expected credit loss rate over the next 12 months or the entire lease term.

16.  Inventories

Applicable ¨ Not applicable

Inventory categories, cost allocation methodsfor issues, inventory counting system, devaluation methods for low-value consumables and packaging materials

Applicable ¨ Not applicable

The inventories include raw materials, finished goods, and low-value consumables.

The initial measurement of inventory shall be made at its cost. The costs of the inventory include purchasing cost, processing cost and other costs. The outgoing inventory is valued at actual cost using the weighted average method, while processed inventory is valued at actual cost using the weighted average method. Amortization method is adopted for the amortization of low priced and easily worn articles and packing materials.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

The perpetual inventory system is used as the inventory taking method.

Confirmation criteria and accrual methodsof inventory depreciation reserves

Applicable ¨ Not applicable

The cost or the net realizable value, whichever is lower, is calculated on the balance sheet date. When the inventory cost is higher than its NRV, inventory reserves shall be made, and shall be included in the current profits and losses. The net realizable value refers to in the daily business activity the amount after deducting the estimated cost of completion, estimated sale expense and relevant taxes from the estimated sale price of inventories. When providing for inventory write-down, it is done based on the category of inventory.

Categories and determination basis for recognizingprovision for inventory impairment based on a group approach, and determination basis of net realizable value for different categoriesof inventory

¨ Applicable Not applicable

Calculationmethod and determination basis of net realizable value for each age combination based on the age of inventory

¨ Applicable Not applicable

17.  Contract assets

Recognitionmethods and standards for contract assets

¨ Applicable Not applicable

Recognitionmethod and accounting treatment method of expected credit loss of contract assets

¨ Applicable Not applicable
18. Recognition criteria and accounting treatment for classifying non-current assets held for sale or disposal group as held for sale
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Criteria for classifying as held-for-salenon-current assets or disposal group and accounting treatment method

Applicable ¨ Not applicable

The Group mainly classifies it into the held-for-sale category by selling (including non-monetary assets exchange with commercial substance, the same below) instead of continuing to use a non-current asset or disposal group to recover its book value.

The aforementioned non current assets do not include investment properties which are subsequently measured by fair value model, biological assets which are measured by net amount of fair value minus selling expenses, assets formed by employee compensation, financial assets, deferred income tax assets and rights arising from insurance contracts.

Disposal group refers to a group of assets that are disposed together through sale or other means in a transaction, and the liabilities directly related to these assets transferred in the transaction. The disposal group includes goodwill acquired in business combination under specific circumstances.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

The Company divides the non-current assets or disposal groups meeting the following conditions into held-for-sale types: the non-current assets or disposal groups can be sold immediately in current circumstances according to the rules of selling this kind of assets in similar transactions or conventions of disposal group; highly possible to be sold, that is, resolution has been made for one sales plan and certain purchase commitment has been obtained and sales is anticipated to be completed within one year. If the Group loses control over its subsidiaries due to the sale of the investment in these subsidiaries, whether or not it retains part of the equity investment after the sale, the investment in subsidiaries to be sold satisfies the conditions for held-for-sale type. In some financial statements, the investment is divided into held-for-sale types, and all assets and liabilities of its subsidiaries are classified into held-for-sale types in the consolidated financial statements.

In the initial measurement or re-measurement of the non-current assets or disposal groups held for sale on the balance sheet date, the difference between the book value and the net value after the sales amount are deducted from the fair value (the book value is higher than the net value) is recognised as asset impairment loss. For the amount of the asset impairment loss recognized by the disposal group held for sale, the goodwill book value of disposal group shall be deducted first, then book value of disposal group shall be deducted according to the proportion of the book values of various non-current assets measured in the disposal group.

If the fair value of non-current assets or disposal groups held for sale on the balance sheet date is less than the net value of the sale expenses, the amount of previous write-down shall be restored and transferred back within the impairment loss of assets recognized after being classified as held for sale. The amount transferred shall be included in the current profits or losses. The book value of goodwill that has been deducted cannot be reversed.

Determination criteria and reporting methodfor discontinued operations

¨ Applicable Not applicable

19.  Long-term equity investment

Applicable ¨ Not applicable

Long-term equity investment includes equity investment in subsidiaries, cooperative enterprises and joint ventures.

Long-term equity investment shall be initially measured as the initial investment cost when it is obtained. For the long-term equity investment obtained through business combination under the same control, the share of the book value of the equity of the merged party in the final controlling party’s consolidated financial statements obtained on the combination date shall be taken as the initial investment cost; the difference between the initial investment cost and the book value of the combination consideration shall be adjusted to the capital reserve (if it is insufficient to offset, the retained earnings shall be offset). Other comprehensive income before the merger date shall be accounted for on the same basis as the investee’s direct disposal of related assets or liabilities when disposing of the investment. Shareholders’ equity recognized due to changes in Shareholders’ equity other than net profit and loss, other comprehensive income and profit distribution of the investee shall be transferred to the current profit and loss when the investment is disposed of, wherein those that are still long-term equity investments after disposal are carried forward in proportion, and those that are converted into financial instruments after disposal are carried forward in full. For long-term equity investment obtained through a business combination not under the same control, the merger cost shall be used as the initial investment cost (if a business combination not under the same control is realized step by step through multiple transactions, the book value of the equity investment of the acquiree held before the purchase date shall be used. The sum of the new investment cost on the purchase date shall be the initial investment cost). Combination costs include the sum of the assets paid by the purchaser, the liabilities incurred or assumed, and the fair value of the equity securities issued. The other comprehensive income recognized by the equity method that is held before the purchase date is accounted for on the same basis as the investee’s direct disposal of related assets or liabilities when disposing of the investment, as the investee removes net gains and losses, Shareholders’ equity confirmed by changes in other Shareholders’ equity other than other comprehensive income and profit distribution shall be transferred to the current profits and losses when the investment is disposed of, wherein those that are still long-term equity investments after disposal are carried forward in proportion, and those that are converted into financial instruments after disposal are carried forward in full. The accumulated fair value changes of equity investments held prior to the date of acquisition, accounted for as financial instruments and recorded in other comprehensive income, are fully transferred to retained earnings upon adoption of the cost method for accounting. For long-term equity investments acquired through means other than business combinations, the initial investment cost is determined as follows: for investments acquired by paying cash, the actual purchase price, along with directly related expenses, taxes, and other necessary expenditures, are considered as the initial investment cost; for investments acquired through the issuance of equity securities, the fair value of the equity securities at the time of issuance is considered as the initial investment cost.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

In the event the Company can exert significant influence over the investee, the cost method shall be employed in some financial statements of the Company. Control refers to the control power over the investors. Through the control, the investor can obtain variable returns by participating in relevant activities of the investor and can wield influence upon the return amount by using the control power to the investor.

The price of a long-term equity investment measured by employing the cost method shall be included at its initial investment cost. If there are additional investments or disinvestments, the long-term equity investment cost shall be adjusted. The dividends or profits declared to be distributed by the investee shall be recognized as the current investment income.

For investees over which the Group has joint control or significant influence, long-term equity investments are accounted for using the equity method. Joint control refers to the control of a specific arrangement, whose activities have to be decided with the consensus by all participants sharing control rights, according to related agreements. Significant influence refers to the investor’s right of participation in the decisions of financial and operational policies of the investee, not including the right to control, or jointly control with other participants.

Where the initial cost of a long-term equity investment calculated with the equity method is more than the investing enterprise’ attributable share of the fair value of the invested entity’s identifiable net assets for the investment, it is included in the initial cost of the long-term equity investment. Where the initial cost of a long term equity investment is less than the investing enterprise’ attributable share of the fair value of the invested entity’s identifiable net assets for the investment, the difference shall be included in the current profits and losses and the cost of the long-term equity investment shall be adjusted simultaneously.

When the equity method is applied, after the investor obtains a long-term equity investment, it shall, in accordance with the attributable share of the net profits or losses and other comprehensive income proportions of the investee, recognize the investment profits or losses and other comprehensive income and adjust the book value of the long-term equity investment. Confirming the share of the net profit or loss of the investee is based on the fair value of the investee’s identifiable assets at the time of obtaining the investment. In accordance with the Group’s accounting policies and accounting periods and after the internal transaction gains and losses that occur between the joint ventures and affiliated businesses, the proportion that should be enjoyed by the investor shall be measured (but if the internal transaction losses are the asset impairment losses, the amount shall be fully confirmed), and recognized after the net profit of the investee is adjusted, except for the assets that are invested or sold to constitute businesses. The investing enterprise shall, in the light of the profits or cash dividends declared to distribute by the invested entity, calculate the proportion it shall share, and shall reduce the book value of the long-term equity investment correspondingly. The Group recognizes the net losses incurred by the investee, limiting the recognition to the carrying amount of the long-term equity investment and any other long-term equity interests that essentially represent a net investment in the investee. However, the Group is not limited to the extent of the loss to the carrying amount of the investment if it has an additional obligation to cover the losses. Where any change is made to the shareholder’s equity other than the net profits and losses, other comprehensive income, and profit distribution of the investee, the book value of the long-term equity investment shall be adjusted and included in the shareholder’s equity.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

When disposing a long-term equity investment, the balance between its book value and the actual purchase price shall be included in the current profits and losses. For the long-term equity investment accounted for using the equity method, if the equity method is terminated, the related comprehensive income calculated by the original equity method is calculated with the same accounting method the investee uses to directly dispose its related assets or liabilities. The Shareholder’ equity recognized due to the changes in other Shareholder’s equity of the investee is fully transferred into the current profit and loss, except for the net profit or loss, other comprehensive income and profit distribution; if the equity method is still adopted, the related comprehensive income calculated by the original equity method is put under accounting treatment on the same basis the investee disposing related assets or liabilities, and transferred to the current profit and loss in proportion. The Shareholder’ equity recognized due to the changes in other Shareholder’s equity of the investee is transferred into the current profit and loss, except for the net profit or loss, other comprehensive income and profit distribution.

20.   Investment properties

(1)   In case cost calculationmodel is adopted:

The investment properties refer to the properties held for earning the rent or capital appreciation or for both of them, including the leased buildings.

The initial measurement of the investment properties shall be made at its cost. Subsequent expenditures relating to investment properties are included in the cost of the investment properties in the event that the economic benefits associated with the asset are likely to flow in and the cost can be reliably measured. Otherwise, it shall be included in the current profit and loss when actually incurred.

The Group takes the cost model for subsequent measurement of investment properties and provides depreciation or amortization using the depreciation methods applied to buildings and structures within fixed assets.

21.  Fixed assets

(1)   Recognition criteria

Applicable ¨ Not applicable

Fixed assets shall be recognized only when it is probable that the economic benefits associated with it will flow to the Group and its costs can be measured reliably. Subsequent expenditure regarding the fixed assets, if it meets the recognition conditions, is included in the cost of the fixed assets, and the carrying amount of the replaced portion is derecognized; otherwise, it is included in the current profit or loss.

The initial measurement of fixed assets shall be made at their cost. The costs for the acquisition of fixed assets include the buying price, relevant expenses of taxation, other expenses that may be directly assigned to such assets before making the fixed assets reach expected use conditions.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

(2)   Depreciation method

Applicable ¨ Not applicable
Annual
--- --- --- --- --- --- --- --- --- ---
Depreciation Depreciation Residual depreciation
Category method period (year) value rate rate
Houses and buildings Straight-line method 20-35 5 % 2.71-4.75%
Machinery and  equipment Straight-line method 5-10 5 % 9.5-19%
Transportation  equipment Straight-line method 5-10 5 % 9.5-19%
Electronic equipment and tool appliances Straight-line method 5 5 % 19 %

The Group shall, at least at the end of each year, take a check on the useful life, expected net salvage value, and the depreciation method of the fixed assets, and adjust them when necessary.

22.       Constructionin progress

Applicable ¨ Not applicable

The cost of work in progress is determined based on the actual construction expenses incurred, including necessary construction expenses and other related costs incurred during the construction period.

When work in progress reaches the predetermined usable state, it is transferred to fixed assets and long-term prepaid expenses. The standards are as follows:

Category Criteria for carrying forward fixed<br> assets
Houses and buildings Actual commencement of use
Machinery and equipment Completion of installation and commissioning
Electronic equipment Actual commencement of use or completion of<br><br> installation and commissioning
Means of transport Obtaining the vehicle driving license
Tools and machinery Actual commencement of use or completion of<br><br> installation and commissioning

23.  Borrowing costs

Applicable ¨ Not applicable

Borrowing costs are recognized in the current period’s income statement.

24.  Biological assets

Applicable ¨ Not applicable
– 388 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

The productive biological assets refer to biological assets held for the purpose of producing agricultural products, rendering services, or leasing, including economic forests. The initial measurement shall be made to the productive biological assets at its cost. For self-generated productive biological assets, the cost includes necessary expenditures such as fertilizer costs, labor expenses, and allocated indirect costs incurred before reaching the predetermined production and operational objectives.

Productive biological assets are depreciated with the straight-line depreciation method over their useful lives from the date when they reach their intended production and operation purposes.

The service life, estimated residual value rate, and annual depreciation rate for different types of productive biological assets are as follows:

Estimated Annual
Estimated net residual depreciation
Category service life value rate rate
Mature persimmon trees 20 years 5 % 4.75 %

The service life and estimated residual value of productive biological assets are determined based on historical experience. The Group is required to recheck the service life, expected net residual value, and depreciation method of productive biological assets at the end of the year, and any change of them will be treated as accounting estimate. Disposal consideration amount from sale, inventory loss, death or damage of productive biological assets shall be included in current profits and losses after deducting the book value and related taxes.

Impairment

The Group shall inspect productive biological assets at least at the end of each annual period. If there is conclusive evidence that due to natural disasters, plant diseases and insect pests, or changes in market demand, the recoverable amount of the productive biological assets is lower than their carrying amount, the difference between the recoverable amount and the carrying amount is recognized as a provision for impairment of biological assets and recorded as a current period loss.

Once the provision for impairment of a productive biological asset is made, it shall not be reversed.

25. Oil and gas assets
¨ Applicable Not applicable
--- --- --- ---
26. Intangible assets
--- ---
(1) Useful life and its determination basis, estimation methods, amortization methods, or review procedures
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Intangible assets are recognized only when it is probable that the economic benefits associated with it will flow to the Group and its costs can be measured reliably. The cost is used for initial measurement. However, if the fair value of the intangible assets acquired through business combination not under the same control can be reliably measured, such asses are individually recognized as intangible assets and measured at fair value.

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APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

The useful life of intangible assets is determined according to the period in which they can bring economic benefits to the Group. If it is impossible to foresee whether the period in which economic benefits can be brought to the Group, such assets are deemed as intangible assets.

The straight-line method is used for amortizing intangible assets within their useful life, which is determined as follows:

Category Service life Determination basis
Land use right 40 years Term of land-use right
Software 5 years The shorter of the contract period and the estimated<br> useful life
Patent right and non-patent technology 10 years The shorter of the term of patent rights or the estimated useful life
Sales network 10 years Expected service life

The acquired land use rights obtained by the Group are usually accounted for as intangible assets. With respect to the buildings and structures that are self-developed and self-constructed, the related land use rights and the buildings are accounted for as intangible assets and fixed assets, respectively. In the case of purchased land and buildings, the paid prices are distributed between the land use rights and the buildings. Where it is difficult to allocate reasonably, all of such costs are disposed as fixed assets.

Intangible assets with limited service life shall be amortized using straight-line method in service life. At the end of each year, the Group shall verify the estimated service lives and amortization methods of the intangible assets with limited service life and make adjustment when needed.

(2) Scope of capitalization for research and development (R&D) expenditures and the related accounting treatment methods
Applicable ¨ Not<br> applicable
--- --- --- ---

The expenditures for internal research and development projects of the Group are classified into research expenditures and development expenditures. The expenditure occurred during the research stage shall be included in the profits/losses of current period when it occurs. The expenditure at the stage of development shall be capitalized only if the following conditions are met simultaneously: technically feasible to complete the intangible assets so that they can be used or sold; having the intention to use and sell the intangible assets; the ways for economic benefits of intangible assets, including proving that the market exists for the products manufactured by such intangible assets, or that the intangible assets have own market, and proving that the serviceability of intangible assets if they are used internally; having sufficient technical and financial resources and other resource supports to complete the development of such intangible assets and having the ability to use or sell such intangible asset; the expenditure attributable to the development stage of such intangible asset can be measured reliably. The development expenditure not meeting the conditions above is included in the current profits and losses when it occurs.

27. Impairment of long-term assets
Applicable ¨ Not<br> applicable
--- --- --- ---
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APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

For impairment of assets other than inventory, deferred taxes, and financial assets, the Group determines the impairment with the following methods:

As of the balance sheet date, if there are indications of impairment of assets, the Group will estimate their recoverable amounts and perform impairment testing; for goodwill formed due to business combinations and intangible assets that have not reached the usable condition, impairment testing will be conducted at least annually regardless of whether there are indications of impairment.

The recoverable amount shall be determined in light of the higher one of the net amount of the fair value of the assets minus the disposal expenses and the present value of the expected future cash flow of the assets. Generally, the Group estimates the recoverable amount based on single assets. Where it is not possible to estimate the recoverable amount of single assets, the recoverable amount of the asset group to which the asset belongs is recognized. The recognition of an asset group is based on whether the major cash inflow generated by the asset group is independent of the cash inflows of other assets or asset groups.

When the recoverable amount of an asset or asset group is lower than its carrying amount, the Group reduces its carrying amount to the recoverable amount, include the write-down amount in the current profit and loss, and make the corresponding provision for asset impairment.

If the factors affecting the impairment of the expendable biological asset have disappeared, the amount of the written-down shall be restored and reversed within the amount of the original provision for the decline in value, and the reversed amount is recognized in the current profits and losses. Once the provision for impairment of a productive biological asset is made, it shall not be reversed.

For the impairment test of goodwill, the carrying value of goodwill formed from business combinations is allocated to the relevant asset group or portfolio of asset groups using a reasonable method from the acquisition date onwards. The related asset group or combination of asset groups shall be the asset group or combination of asset groups that can benefit from the synergy effect of enterprise merger, and shall be no greater than the reporting segments determined by the Group.

If the carrying value of the asset group or portfolio of asset groups containing goodwill exceeds their recoverable amount, the impairment loss is first allocated to reduce the carrying value of goodwill in the asset group or portfolio of asset groups. The remaining impairment loss is then allocated proportionately to reduce the carrying value of the other assets in the asset group or portfolio of asset groups based on their respective proportion of the carrying value, excluding goodwill.

Once the assets impairment loss above is confirmed, it shall not be reversed in the future accounting periods.

28. Long-term deferred expenses
Applicable ¨ Not<br> applicable
--- --- --- ---

The store decoration and improvement expenses can be divided into two categories: the first category includes expenses for the decoration and improvement of operating and office premises before opening a new store, and the second category includes expenses for secondary (or over) decoration and improvement of already opened stores. The expenses for the decoration and improvement of a new store are amortized on a straight-line basis within the shorter of the estimated maximum benefits period (10 years) and the lease term. The expenses for secondary (or over) decoration and improvement of already opened stores are amortized on a straight-line basis within the shorter of the estimated maximum benefits period (5 years) and the remaining lease term. At the end of each year, the remaining service life of deferred expenses is reviewed. If a deferred expense item no longer provides future benefits in subsequent accounting periods, the remaining unamortized balance of that item is recognized as a current period loss.

– 391 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
29. Contract Liabilities
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

The Group shall list the contract liabilities in the balance sheet according to the relationship between performance obligations and customer payment.

The contract liabilities refer to obligations to transfer goods or services to customers for which consideration has been received or is receivable from the customer before transferring the promised goods or services.

30. Employee Compensation

It refers to various forms of compensation or remuneration, other than share-based payments, given by the Company, to obtain services from employees or in connection with the termination of employment. Employee remuneration mainly includes short-term salaries, post-employment welfare, dismission welfare and other long-term employee welfare. Welfare provided by the Group for employees’ spouses, children and dependents, family members of deceased employees and other beneficiaries is also part of employee salaries.

(1) Accounting treatment method of short-term remuneration
Applicable ¨ Not<br> applicable
--- --- --- ---

The Company confirms the actually occurred short-term salaries as liabilities during the accounting period that the staff provides service for the Company, and accounts them into profits and losses of the current period or relevant asset costs.

(2) Accounting treatment method for after-service benefits
Applicable ¨ Not<br> applicable
--- --- --- ---

Post-employment welfare (defined contribution plans)

The Group’s employees participate in pension insurance and unemployment insurance managed by the local government. The corresponding expenses are recognized as relevant asset costs or current-period expenses when they are incurred.

(3) Accounting treatment method for severance benefits
Applicable ¨ Not<br> applicable
--- --- --- ---

Severance benefits

When providing dismissal welfare to employees, the Group shall early confirm the employee salaries generated from dismiss welfare as liability and include it into current profits and losses under the following two situations: the enterprise cannot withdraw the dismissal welfare generated from plan for termination of labor relationship or layoff proposal; the enterprise confirms relevant cost and expense related to the recombination of dismiss welfare payment.

(4) Accounting arrangement method for other long-term employee’s welfare
¨ Applicable Not applicable
--- --- --- ---
31. Estimated Liabilities
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---
– 392 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Except for contingent consideration and contingent liabilities assumed in a business combination under common control, when the obligations related to contingent matters meet the following conditions, they are recognized as estimated liabilities by the Group:

(1) This obligation is the current obligation of the Group;
(2) It is likely to cause any economic benefit<br> to flow out of the Group as a result of performance of the obligation;
--- ---
(3) The amount of the obligation can be<br> measured reliably.
--- ---

Estimated liabilities are initially measured in accordance with the best estimate of the expenditure required to perform the relevant current obligations, taking into account factors such as risks, uncertainties and time value of money associated with contingent events. The Company shall check the book value of the estimated debts on each balance sheet date. Where there is any exact evidence indicating that the book value cannot really reflect the current best estimate, the Company shall adjust the book value in accordance with the current best estimate.

32. Share-based Payments
Applicable ¨ Not<br> applicable
--- --- --- ---

Share-based payment is divided into equity-settled share-based payment and cash-settled share-based payment. Equity-settled share-based payment refers to a transaction settled by the Group with shares or other equity instruments as the consideration for obtaining services.

Equity-settled share-based payment in exchange for services provided by employees is calculated at the fair value of the equity instruments granted to employees. For equity instrument that are exercisable immediately after being granted, the relevant costs or expenses are recognized based on fair value on the grant date, increasing the capital surplus. For equity instrument that can only be exercised after a specified service period or upon achievement of specified performance conditions, during the service period, for each balance sheet date within the waiting period, the services acquired during the period are recognized as related costs or expenses, increasing the capital surplus, based on the best estimation of the number of equity instruments expected to be exercised, using the fair value on the grant date. The fair value of equity instruments is determined based on the ex-right closing price on the grant date.

Share-based payments that are not ultimately exercised due to non-satisfaction of non-market conditions and/or service period conditions are not recognized as costs or expenses. If market conditions or non-exercisable conditions are specified in the share-based payment agreement, the share-based payment is considered to be exercisable as long as all other performance conditions and/or service period conditions are met, regardless of whether the market conditions or non-exercisable conditions are satisfied.

If the terms of equity-settled share-based payments are modified, at least the obtained services are recognized as if the terms were not modified. In addition, any modification that increases the fair value of the granted equity instrument, or a change in favor of the employee on the modification date, recognizes an increase in the acquisition of services.

If the terms of equity-settled share-based payments are canceled, it will be treated as an accelerated exercise on the cancellation date and the unconfirmed amount will be immediately recognized. If the employees or other parties are to meet non-vesting conditions but they do not meet the conditions in vesting period, the Company will cancel the equity-settled share-based payment as the treatment. However, if a new equity instrument is granted to an employee, and on the granting date, it is determined that the new equity instrument granted is used to replace the canceled equity instrument, the granted replacement equity instrument shall be treated in the same way as the modifications of the original equity instrument terms and conditions are treated.

– 393 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
33. Preference shares, perpetual capital securities and other financial instruments
--- ---
¨ Applicable Not applicable
--- --- --- ---
34. Revenue
--- ---
(1) Accounting policies for revenue recognition and measurement disclosed based on the type of business
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Revenues from contracts with customers

The Group confirms the incomes while performing the obligations in the contract, namely obtaining control right of relevant commodities or services from customers. Obtaining control of the related goods or services refers to one can direct the use of the goods or provision of services and obtain almost all economic benefits from the goods.

Sales contract

The sales contract between the Group and the client generally includes only the performance obligations of goods transfer. The Group, under normal conditions, recognizes revenue at the point in time when the customer obtains control of the related goods, which is usually the point of delivery as specified in contract. This recognition is based on the comprehensive consideration of the following factors: the present right to receive payment for the goods, the transfer of the primary risks and rewards associated with ownership of the goods, the transfer of legal ownership of the goods, the physical transfer of the goods, and the customer’s acceptance of the goods.

Provision of service contract

In the service contracts between the Group and its customers, which usually include provisions for display services, warehousing services, maintenance, and other performance obligations, the Group recognizes revenue based on the progress of performance during a specific period. This is because the customer simultaneously receives and consumes the economic benefits from the Group’s performance, and the Group has the right to invoice for the cumulative amount of completed performance during the entire contract period, treating it as a performance obligation fulfilled during a certain period. Revenue is recognized based on the progress of performance, except where the progress of performance cannot be reasonably determined. The Group determines the progress of performance for providing services based on the time schedule. Where the performance progress cannot be reasonably determined and the cost incurred of the Group is expected to be compensated, the revenue shall be recognized according to the cost incurred until the performance progress can be reasonably determined.

Construction contract

The construction contracts between the Group and customers usually include obligations for construction and decoration works. As the customers have control over the construction assets during the performance period, the Group recognizes revenue based on the progress of performance, except when the progress cannot be reasonably determined. The Group determines the progress of providing services based on the input method. Where the performance progress cannot be reasonably determined and the cost incurred of the Group is expected to be compensated, the revenue shall be recognized according to the cost incurred until the performance progress can be reasonably determined.

– 394 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Variable consideration

Some contracts between the Group and customers include arrangements for reward points, forming variable consideration. The Group determines the best estimate of variable consideration based on either the expected value or the most likely amount to be realized. However, the transaction price that includes variable consideration does not exceed the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur, once the related uncertainty is resolved.

Sales return terms

For sales with sales return provisions, when the Group transfers control of the relevant goods to the customer, revenue is recognized based on the amount expected to be entitled for transferring the goods to the customer. The expected amount to be refunded due to sales returns is recognized as a provision for expected liabilities. Simultaneously, an asset is recognized for the expected cost of goods to be returned, which is calculated as the difference between the book value of the goods to be returned and the estimated costs (including the value impairment) associated with returning the goods. The net amount is recorded as a receivable for return cost. The cost is then recognized by deducting the net amount from the book value of the transferred goods. On each balance sheet date, the Group reassesses the future sales return situation and re-measures the aforementioned assets and liabilities.

Reward points program

The Group determines the stand-alone selling price of reward points based on factors such as the redemption policy and expected redemption rate. The transaction price is allocated to reward points and the goods provided based on their stand-alone selling prices in proportion and revenue is recognized when the customer obtains control of the goods upon redeeming the points or when the points expire.

Main responsible person/agent

When the Group acquires goods from third parties and subsequently transfers them to customers, the Group has considered the legal form of the contract and relevant facts and circumstances (such as primary responsibility for transferring the goods to customers, inventory risk assumed before or after the transfer of goods, pricing autonomy, etc.). If the Group has the ability to direct the use of the goods and obtain almost all economic benefits before transferring the goods, and has control over the goods, it recognizes revenue when the goods are delivered to customers and accepted by them based on the total consideration received or receivable. Otherwise, if the Group does not have control over the goods before transferring them to customers, it is considered a principal agent (i.e., facilitating transactions between upstream suppliers and downstream customers and earning commission fees). In this case, the Group recognizes revenue when it completes the agency service and has the right to receive the expected commission fees. The amount of revenue recognized is determined as the net amount after deducting the amounts payable to other related parties from the consideration received or receivable.

(2) Different revenue recognition methods and measurement methods for the same type of business with different business models
¨ Applicable Not applicable
--- --- --- ---

35. Contract Cost
¨ Applicable Not applicable
--- --- --- ---

36. Government Subsidy
Applicable ¨ Not<br> applicable
--- --- --- ---
– 395 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Governmental subsidies are recognized when they meet the conditions attached to and can be received. Where the governmental subsidiaries are monetary assets, they are measured according to the amount received or receivable. If the governmental subsidies are non-monetary assets, they shall be measured at their fair value. If their fair value cannot be obtained in a reliable way, they shall be measured at the nominal amount.

Government subsidies used for purchasing or forming long-term assets are recognized as government grants related to assets when the fundamental conditions for obtaining the subsidies are met, as specified in government documents. If the government documents do not provide clear guidance, grants that are based on the condition of purchasing or forming long-term assets are considered as government grants related to assets, while others are recognized as government grants related to revenue.

The Group recognizes received government grants based on their total amount.

Where the governmental subsidy related to the proceeds is used to compensate relevant costs or losses in the later period, the subsidy is recognized as deferred proceeds when acquired, and accounted into profits and losses of the current period during the period of recognition; where it is used to compensate the occurred costs or losses, it is directly into profits and losses of the current period directly.

Government subsidies related to assets shall be recognized as deferred income, which shall be included in profits and losses by stages according to a reasonable and systematic method within the service life of the relevant assets (but the government subsidies measured according to the nominal amount shall be directly included in the current profits and losses). If the relevant assets are sold, transferred, scrapped or damaged before the end of the service life, the undistributed balance of relevant deferred income shall be transferred into the profits and losses of the current period of asset disposal.

37. Deferred tax assets/deferred tax liabilities
Applicable ¨ Not<br> applicable
--- --- --- ---

Regarding the temporary difference between the book value and tax base of assets and liabilities on the balance sheet date and of the item that is not recognized as an asset and liability but whose tax base can be determined in accordance with the tax law, the deferred income tax of the Group is recorded using the balance sheet liability method.

All taxable temporary differences are recognized as deferred tax liabilities,

(1) Except when the taxable temporary differences<br> arise from the following transactions: the initial recognition of business reputation, and<br> the initial recognition of assets or liabilities arising from the following transactions<br> which are simultaneously featured by the following: the transaction is not business combination,<br> and at the time of transaction, the accounting profits will not be affected, nor will the<br> taxable amount or the deductible loss be affected.
(2) The deferred income tax liabilities<br> arising from the taxable temporary differences related to the investments of subsidiaries,<br> joint ventures and associates are recognized unless the time of the reverse of temporary<br> differences can be controlled, and the temporary differences are unlikely to be reversed<br> in the excepted future.
--- ---
– 396 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

As for any deductible temporary difference, and deductible loss or tax deduction that can be carried forward to the next year, the corresponding deferred income tax assets shall be determined to the extent that the amount of future taxable income to be offset by the deductible temporary difference, and deductible loss or tax deduction to be likely obtained. Unless:

(1) Temporary differences deductible: Temporary<br> differences arising from individual transactions not involving business combinations, which<br> neither impact accounting profit nor taxable income or deductible loss upon their occurrence,<br> and the initial recognition of assets and liabilities does not result in creating equal temporary<br> differences or deductible temporary differences.
(2) As for the deductible temporary difference<br> of taxable relevant to the investment of subsidiaries, joint ventures and associates, the<br> corresponding deferred income tax assets can be recognized when it can simultaneously meet<br> the following the conditions: the temporary difference is likely to reverse, and the amount<br> of the taxable can be obtained to offset the deductible temporary difference at a high possibility<br> in the future.
--- ---

According to the tax law, on the balance sheet date, the deferred income tax assets and the deferred income liabilities shall be measured by the Group in accordance with the applicable tax rate during the period of recovering the assets as estimated or paying off the abilities, and it shall reflect the effect of the income tax of the recovering assets as estimated or the way of paying off the liabilities on the balance sheet date.

On the balance sheet date, the Group rechecks book value of deferred income tax assets of the Group. If it is unlikely to obtain sufficient taxable income taxes to offset the benefit of the deferred income tax assets, the book value of the deferred income tax assets shall be written down. On the balance sheet date, the Group reassesses the unrecognized deferred income tax assets and recognizes the deferred income tax assets within the limits that it is probable that sufficient taxable income is available for all or part of the deferred income tax assets.

If the following conditions are met simultaneously, the Company will present and report the deferred income tax assets and the deferred income tax liabilities at a net amount after offsetting: the Company has the legal right to settle the deferred income tax assets and the deferred income tax liabilities in current period at a net amount with regard to taxes levied from the same taxpayer or different taxpayers with the same tax collection and management department, but the taxpayer involved intends to settle the deferred income tax assets and the deferred income tax liabilities in current period at a net amount or obtain the assets and satisfy the liabilities simultaneously within every period of reversal of significant deferred income tax assets and deferred income tax liabilities.

38. Leases
(1) Accounting processing approach of business leasing
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2) Accounting treatment methods for financing lease
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3) Determination methods and accounting treatment for leases under the new leasing standard
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

On the commencement date of the contract, the Group evaluates whether the contract is a lease or includes a lease. If one party in the contract transfers the right to control the use of one or more identified assets for a certain period of time in exchange for consideration, the contract is a lease or includes a lease.

– 397 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

As lessee

Apart from short-term leases and leases of low-value assets, the Group recognizes right-of-use assets and lease liabilities.

Right-of-use assets

On the lease commencement date, the Group recognizes the right to use the leased assets that can be used during the lease term and measures it at cost. The cost of right-of-use assets includes: the initial measurement amount of lease liabilities; lease payments made by the lessee at or before the lease commencement date (net of lease incentives received); initial direct costs incurred by the lessee; estimated costs to dismantle and remove the leased asset or restore the site on which the leased asset is located to the condition specified in the lease agreement. If the Group re-measures the lease liability due to changes in lease payments, the carrying amount of the right-of-use asset is adjusted accordingly. The Group uses the straight-line method to depreciate the right-of-use assets subsequently. Where it is reasonably certain that ownership of the leased assets will be obtained at the end of the lease term, the Group depreciates the leased assets over their remaining useful lives. If the ownership of the leased asset can not be reasonably confirmed on the lease term expiry, the accrual depreciation of the Group shall be conducted within the shorter of two periods, namely the lease term and the remaining service life of lease asset.

Lease liabilities

On the lease commencement date, the present value of lease payments not yet paid is recognized as lease liability, except for short-term leases and leases of low-value assets. The lease payments include fixed payments and the variable lease payments subtracted by lease incentives, variable lease payments based on an index or rate, and payments that are expected to be made based on the residual value guarantee; it also includes the exercise price of purchase options or the payments required to exercise the termination options, provided that the Group reasonably determines that it will exercise the option or reflects that the Group will exercise the termination option during the lease term.

After the lease commencement date, the Group increases the carrying amount of the lease liability when recognizing interest and decreases it when paying lease payments. When there is a change in the substantially fixed payments, a change in the estimated payments for residual value guarantees, a change in the index or rate used to determine lease payments, or a change in the assessment or exercise of purchase options, renewal options, or termination options, the Group re-measures the lease liability using the present value of the revised lease payments.

Short-term leases and leases of low-value assets

On the commencement date of the lease term, the Group recognizes leases with a lease term not exceeding 12 months and excluding the purchase option as short-term leases; Leases with lower value when a single leased asset is a brand new asset are recognized as low-value asset leases. The Group chooses not to recognize the right-of-use assets and lease liabilities for short-term leases and low-value asset leases. Costs or expenses related to the leased asset are recognized over the lease term using the straight-line method or another systematic and rational method.

As lessor

The lease for which all risks and rewards related to the ownership of the leased asset are substantially transferred on the commencement date of lease is a finance lease, and the other leases are an operating lease. When the Group acts as a sublease lessor, it classifies subleases based on the right of use assets generated from the original lease. If a contract contains both lease and non-lease components, the Group allocates the consideration for the contract to each component based on their relative standalone prices.

– 398 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

As a lessor of finance lease

On the commencement date of the lease term, the Group recognizes the receivable financing leasing payments for financing leases and terminates the recognition of financing leasing assets. When the Group initially measures the receivable financing leasing payments, the net lease investment shall be taken as the entry value of the receivable financing lease payments. The net lease investment is the sum of the present value of lease payments not yet received and the unguaranteed residual value discounted at the lease’s implicit rate, including initial direct costs. The Group calculates and recognizes the interest income for each period of the lease term at a fixed periodic interest rate. The variable lease payments obtained by the Group that are not included in the measurement of net lease investments are recognized in the current period’s profit and loss when actually incurred.

As an operating lessor

The rental income from operating leases is recognized as revenue on a straight-line basis or another systematic and rational method over the lease term. Variable lease payments not included in the measurement of lease receivables are recognized as revenue when they become due. The initial direct costs are capitalized and amortized over the lease term on the same basis as rental income, and are recognized as expenses in each period.

39. Other significant accounting policies and accounting estimates
Applicable ¨ Not<br> applicable
--- --- --- ---
(1) Fair value measurement
--- ---

The Group measures equity instruments investments at fair value on each balance sheet date. The fair value is a price received by the market participants from selling an asset or paid by them for transferring a liability during orderly transaction at the measurement date.

For the assets and liabilities measured or disclosed at fair value in the financial statements, the level of fair value to which they belong is determined according to the lowest-level input value that is significant to the fair value measurement as a whole: The first level input valve is that the input value that can be obtained on measurement date and not adjusted quoted price of same assets or liabilities in active market; second level is the input value that can be directly or indirectly observed by relevant assets or liabilities except from first-level input value; third level is the input value that can not be observed by relevant assets or liabilities.

On each balance sheet date, the Group reassesses the assets and liabilities that are recognized in the financial statements to be consistently measured at fair value to determine whether to shift between levels of fair value measurement.

(2) Share buy-Backs

The consideration and transaction costs are paid for repurchasing equity instruments to reduce shareholders’ equity. Apart from share-based payments, the issuance (including refinancing), buy-back, sale, or cancellation of equity instruments are accounted for as changes in equity.

(3) Distribution of profits

The cash dividends of the Company are recognized as liabilities after approval by the Shareholders’ Meeting.

– 399 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(4) Significant accounting<br> estimates
--- ---

The preparation of the financial statements requires the Management to make judgments, estimates and assumptions that affect the presentation of amounts of income, expenses, assets and liabilities and the disclosure thereof, as well as the disclosure of contingent liabilities on the balance sheet date. The results of these assumptions and estimated uncertainties may result in significant adjustments to the carrying value of assets or liabilities that will be affected.

Judgment

In applying the Group’s accounting policies, the Management made the following judgments that had a significant impact on the amounts recognized in the financial statements:

Principal person-in-charge

For the business of acquiring goods from third parties and subsequently transferring them to customers, the Group bears the primary responsibility for transferring the goods to customers, assumes the inventory risk of the goods before or after their transfer, and has the autonomy to set the price for the traded goods or services. The Group believes that it has the ability to direct the use of the goods and obtain almost all economic benefits before transferring the goods to customers, and has control over the goods. Therefore, the Group is the principal and recognizes revenue based on the total consideration received or receivable.

Business mode

The classification of financial assets in initial recognition depends on the business model of the Group in managing financial assets. When judging the business model, the Group considers the ways of enterprise evaluation and to report the performance of financial assets to key managers, the risks that affect the performance of financial assets and their management methods, and the ways in which relevant business managers are paid. When evaluating whether the contract cash flow is the goal, the Group needs to analyze and judge the reasons, time, frequency and value of the sale of financial assets before the due date.

Contractual cash flow characteristics

The classification of financial assets in initial recognition depends on the contractual cash flow characteristics of financial assets. When it is necessary to judge whether the contractual cash flow is only the payment of principal and interest based on unpaid principal, including the evaluation of the correction of time value of currency, it is necessary to judge whether there is a significant difference compared with the benchmark cash flow, and it is necessary to judge whether the fair value of financial assets with advanced refunding characteristics is very small.

Lease term – Lease contracts with renewaloptions

The lease term is the period during which the Group has the right to use the leased asset and is not cancellable, including the period covered by the renewal options if it is reasonably certain that the Group will exercise those options. When assessing the reasonableness of exercising lease renewal options, the Group takes into account all relevant facts and circumstances that contribute to the economic benefits associated with exercising the lease renewal options, which includes the expected changes in facts and circumstances between the commencement of the lease term and the exercise date of the options. After the commencement of the lease term, if significant events or changes within the Group’s control occur and have an impact on the reasonable determination of whether to exercise the corresponding lease renewal options, the Group will reassess the decision to exercise the renewal options. Based on the results of the reassessment, the lease term may be modified accordingly.

Estimation uncertainty

The following are future key assumptions on the balance sheet date and other key sources of estimated uncertainties that may result in significant adjustments to the carrying value of assets and liabilities in future accounting periods.

– 400 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Impairment of financial instruments

The Group uses the expected credit loss model to evaluate the impairment of financial instruments. It requires significant judgment and estimation, and taking into account all reasonable and based information, including forward-looking information for the application of the expected credit loss model. In making these judgments and estimates, the Group combines historical repayment data with factors such as economic policies, macroeconomic indicators, industry risks, and other factors to assess the expected changes in credit risk of the debtors. Differences in estimates may have an impact on the provision for Impairment. A provision for impairment may not be equal to the actual amount of impairment losses in the future.

Impairment of non-current assets other than financialassets (goodwill)

On the income statement date, the Group judges whether there are any signs of possible impairment of non-current assets other than financial assets. For intangible assets with uncertain useful life, in addition to the annual impairment test, when there is any indication of impairment, the impairment test is also carried out. Other non-current assets excluding financial assets are tested for impairment when there is an indication that the carrying value is not recoverable. When the book value of an asset or asset group is higher than the recoverable amount, that is, the higher of the net amount remained after the disposal expenses are deducted from the fair value and the present value of the estimated future cash flow, it indicates that impairment has occurred. The net amount after the fair value deducts the disposal expenses is determined by reference to the sales agreement price of the similar assets in the fair trade or the observable market price deducts the incremental cost directly attributable to the disposal of the assets. When estimating the present value of future cash flow, the Management must estimate the estimated future cash flow of the asset or asset group and select an appropriate discount rate to determine the present value of future cash flow. Please refer to Note VII, 74.

Fair value of non-listed equity investments

The Group determines the fair value of non-listed equity investments using the market approach. This requires the Group to determine comparable listed companies, select market multiples, and estimate discounts for lack of liquidity, resulting in uncertainties.

Deferred tax asset

Deferred income tax assets shall be recognized for all unused deductible losses to the extent that it is probable that there will be sufficient taxable income to offset the deductible losses. This requires the Management to use substantial judgments to estimate the time and amount of future taxable income and adopt the tax planning strategies to determine the amount of deferred income tax assets that should be recognized.

Reward points

The Group estimates a reasonable selling price for reward points separately, taking into account all relevant information, including the ability of customers to redeem reward points for free goods or enjoy discounts on goods, as well as the likelihood of customers exercising their redemption rights in order to allocate the consideration under the contracts. When estimating the likelihood of customers exercising their redemption rights, the Group conducts a comprehensive analysis based on historical data on point redemptions, current point redemption activities, and considerations of customer behavior and market trends in the future. The Group reassesses the estimated redemption rate of reward points at least on each balance sheet date and calculates the amount of revenue to be recognized and the amount of balances related to reward points based on the results of the reassessment.

– 401 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Incremental borrowing rate for lessee

For leases where the lease interest rate cannot be determined, the Group takes the incremental borrowing rate of the lessee as the discount rate to calculate the present value of lease payments. When determining the incremental borrowing rate, the Group considers observable rates in the economic environment as the reference basis and makes adjustments based on its own circumstances, the nature of the leased asset, the lease term, and the lease liability amount to derive the applicable incremental borrowing rate.

40. Changes in significant accounting policies and accounting estimate
(1) Significant accounting policy changes
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2) Significant accounting estimate changes
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3) Adjustments to the financial statements related to the first-time adoption of new accounting standards or interpretations, applicable from 2023 or later
--- ---
¨ Applicable Not applicable
--- --- --- ---
41. Others
--- ---
¨ Applicable Not applicable
--- --- --- ---
VI. Taxes
--- ---
1. Main tax categories and tax rates
--- ---

Main tax categories and tax rates

Applicable ¨ Not applicable
Type<br> of tax Taxation<br> basis Tax rate
--- --- ---
VAT Taxable income 13%,<br> 9%, 6%, 5%, 0%
Urban maintenance<br> and construction tax Actually paid turnover tax 7%,<br> 5%
Corporate Income<br> Tax Taxable income 25%,<br> 20%, 16.5%,15%, 8.25%, 0%
Housing property<br> tax Housing property original value, rental income 1.2%,<br> 12%
Extra charges<br> for education and local extra charges for education Actually paid turnover tax 3%,<br> 2%

Note1:  Sales of consumables, vegetables, some meat, poultry, eggs, and other items are subject to tax exemption policies; the VAT rate for warehousing services and other ancillary services is 6%; the VAT rate for rental income is 9%, and if a simplified collection method is applicable, the collection rate is 5%; the VAT rate for taxable sales of fruits, seafood, some dry goods, grains, edible oils, dairy products, and other agricultural products is 9%, and the VAT rate for taxable sales of other goods is 13%.

*Note2:*Self-use properties are taxed based on a certain percentage of the original value of the property, with a tax rate of 1.2%; rental properties are taxed based on rental income, with a tax rate of 12%.

Explanations shall be disclosed for different taxpayers for tax rate of enterprise income tax

Applicable ¨ Not applicable
– 402 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Name of taxpayer Income<br> tax rate
--- --- ---
(%)
Chongqing Yonghui Superstores<br> Co., Ltd. 15
Guizhou Yonghui Superstores Co., Ltd. 15
Yunnan Yonghui Superstores Co., Ltd. 15
Guangxi Yonghui Superstores Co., Ltd. 15
Yonghui Logistics Co., Ltd. 15
Xizang Yonghui Superstores Co., Ltd. 15
Guansu Yonghui Superstores Co., Ltd. 15
Qinghai Yonghui Superstores Co., Ltd. 15
Sichuan Yonghui Store Co., Ltd. 15
Chengdu Yonghui Business Development Co.,<br> Ltd. 15
Shaanxi Yonghui Superstores Co., Ltd. 15
Fuping Yunshang Supply Chain Management Co.,<br> Ltd. 15
Ningxia Yonghui Superstores Co., Ltd. 15
Guizhou Yonghui Logistics Co., Ltd. 15
Beijing Yonghui Technology Co., Ltd. 15
Fuping Yonghui Modern Agricultural Development<br> Co., Ltd. 0
Gansu Minxian Yonghui Agricultural Development<br> Co., Ltd. 0
Yonghui Holdings Co., Ltd. 16.5,8.25
LOHAS Life International Business Co., Ltd. 16.5
Ruilingtong Marketing Services (Shanghai)<br> Co., Ltd. 20
Shanghai Yinjie International Trade Co., Ltd. 20
Chongqing Boyuan Xunke Technology Co., Ltd. 20
Yunnan Fuping Yunshang Supply Chain Management<br> Co., Ltd. 20
Hainan Fuli Supply Chain Management Co., Ltd. 20
Fujian Yonghui Commercial Co., Ltd. 20
Fujian Yonghui Import and Export Trade Co.,<br> Ltd. 20
Sichuan Yunfu Supply Chain Management Co.,<br> Ltd. 20
Shanghai Yunfu Supply Chain Management Co.,<br> Ltd. 20
Zhejiang Yunfu Supply Chain Management Co.,<br> Ltd. 20
Shaanxi Fuping Supply Chain Management Co.,<br> Ltd. 20
Anhui Fuwan Supply Chain Management Co., Ltd. 20
Xinjiang Fuchi Supply Chain Management Co.,<br> Ltd. 20
2. Tax preference
--- ---
Applicable ¨ Not applicable
--- --- --- ---

*Note1:*According to the Announcement on Extending the VAT Preferential Policies for Cultural and Educational Products (CS [2021] No. 10) and the Announcement on Continuing the Implementation of VAT Preferential Policies for Cultural and Educational Products (CA [2023] No. 60) by the Ministry of Finance and the State Taxation Administration, from January 1, 2021 to December 31, 2027, the wholesale and retail sectors for books are exempt from value-added tax.

Note2:  According to the Announcement on Exemption of VAT on Vegetable Circulation Link issued by the Ministry of Finance and the State Taxation Administration (CS [2011] No. 137), VAT on vegetable circulation link has been exempted since January 1, 2012.

*Note3:*According to the Notice on Exempting VAT on Certain Fresh Meat and Egg Products in Agricultural Product Wholesale and Retail by the Ministry of Finance and the State Taxation Administration (CS [2012] No. 75), value added tax on certain fresh meat and egg products sold by taxpayers engaged in agricultural product wholesale and retail is exempted from October 1, 2012.

*Note4:*Subsidiary companies of the Company, including Chongqing Yonghui Superstores Co., Ltd., Guizhou Yonghui Superstores Co., Ltd., Yunnan Yonghui Superstores Co., Ltd., Guangxi Yonghui Superstores Co., Ltd., Yonghui Logistics Co., Ltd., Xizang Yonghui Superstores Co., Ltd., Gansu Yonghui Superstores Co., Ltd., Qinghai Yonghui Superstores Co., Ltd., Sichuan Yonghui Superstores Co., Ltd., Chengdu Yonghui Commercial Development Co., Ltd., Shaanxi Yonghui Superstores Co., Ltd., Fuping Yunshang Supply Chain Management Co., Ltd., Ningxia Yonghui Superstores Co., Ltd., and Guizhou Yonghui Logistics Co., Ltd., enjoy preferential enterprise income tax policies, with enterprise income tax being levied at a rate of 15% from January 1, 2011 to December 31, 2030 according to the relevant provisions of the Ministry of Finance, General Administration of Customs, and the State Taxation Administration regarding deepening the implementation of tax policies related to the development of the Western Development Strategy (CS [2011] No. 58), Announcement on Enterprise Income Tax Issues Concerning the Implementation of the Western Development Strategy by the State Taxation Administration (State Taxation Administration Announcement No. 12 of 2012), and Announcement on Extending Enterprise Income Tax Policies for the Western Development Strategy (Ministry of Finance Announcement No. 23 of 2020).

– 403 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Note 5: The subsidiary companies, Fuping Yonghui Modern Agriculture Development Co., Ltd., and Gansu Minxian Yonghui Agriculture Development Co., Ltd. are eligible for the preferential policy of exempting corporate income tax on primary agricultural products processing and production in accordance with the relevant provisions in Article 86 of the Implementation Regulations of the Enterprise Income Tax Law of the People’s Republic of China (State Council Order No. 512).

Note 6: Subsidiary companies of the Company, including Ruilingtong Marketing Service (Shanghai) Co., Ltd., Shanghai Yinjie International Trade Co., Ltd., Chongqing Boyuan Xunke Technology Co., Ltd., Yunnan Fuping Yunshang Supply Chain Management Co., Ltd., Hainan Fuli Supply Chain Management Co., Ltd., Fujian Yonghui Commercial Co., Ltd., Fujian Yonghui Import and Export Trade Co., Ltd., Sichuan Yunfu Supply Chain Management Co., Ltd., Shanghai Yunfu Supply Chain Management Co., Ltd., Zhejiang Yunfu Supply Chain Management Co., Ltd., Shaanxi Fuping Supply Chain Management Co., Ltd., Anhui Fuwan Supply Chain Management Co., Ltd., and Xinjiang Fuchi Supply Chain Management Co., Ltd., enjoy preferential enterprise income tax policies according to the Announcement of the State Taxation Administration on Matters Concerning the Implementation of Supportive Tax Policies for the Development of Small and Micro-profit Enterprises and Individuals (Announcement No. 6 of the State Taxation Administration in 2023). For small and micro-profit enterprises, 25% of the annual taxable income not exceeding RMB1 million is deducted and taxed at a rate of 20%. According to the Announcement of the Ministry of Finance and State Administration of Taxation on Further Implementation of Preferential Policies for Small and Micro Enterprises Income Tax (Announcement No. 13 of 2022 of the Ministry of Finance and the State Administration of Taxation), for small and micro-profit enterprises with an annual taxable income exceeding RMB1 million but not exceeding RMB3 million, a reduction of 25% shall be included in the taxable income, and the enterprise income tax shall be paid at a rate of 20%.

Note 7: The subsidiary companies of the Company are subject to the two-tier profit tax system as announced in the 2017 Policy Address, in accordance with the 2018 Inland Revenue (Amendment) (No. 3) Bill of the Hong Kong Special Administrative Region Government. The two-tier profit tax system applies to taxable years starting on or after April 1, 2018. For the first HKD2 million of assessable profits of a corporation, the tax rate will be reduced to 8.25%. Any profits thereafter will continue to be taxed at 16.5%. The two-tier profit tax system will benefit eligible enterprises with assessable profits, regardless of their size. To ensure that eligible enterprises are mainly small and medium-sized enterprises, only one related enterprise can be nominated for the benefits. The subsidiary company, Yonghui Holdings Limited, meets the above requirements and will be subject to the two-tier tax rates of 8.25% and 16.5%. The sub-subsidiary, LOHAS Life International Business, will be subject to the tax rate of 16.5%.

Note 8: In accordance with the “Management Measures for the Recognition of High-tech Enterprises” (GKFH [2016] No. 32) and the “Guidelines for the Management of High-tech Enterprise Recognition” (GKFH [2016] No. 195) regulations, Beijing Yonghui Technology Co., Ltd. was approved and certified as a high-tech enterprise on November 2, 2022, by the Beijing Municipal Science and Technology Bureau, Beijing Municipal Finance Bureau, and Beijing Municipal Taxation Bureau of the State Taxation Administration, and obtained the “High-tech Enterprise Certificate” (Number: GR202211002597). The qualification is valid for 3 years, and the preferential period for enterprise income tax is from January 1, 2022 to December 31, 2024. During the qualification period, the company is entitled to enjoy the preferential policy of paying enterprise income tax at a reduced rate of 15%.

3. Others
¨ Applicable Not applicable
--- --- --- ---
VII. Notes to Items of Consolidated Financial Statements
--- ---
1. Monetary funds
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Items Closing<br> balance Opening<br> balance
Cash in hand 72,725,636.77 79,642,654.48
Bank deposit 5,490,130,482.21 6,968,854,377.60
Other monetary funds 276,213,499.10 567,443,680.14
Deposits of financial companies
Total 5,839,069,618.08 7,615,940,712.22
Including: total amount of  deposit abroad 33,091,563.78 28,101,300.32
– 404 –

APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Other disclosures

(1) The year-end cash<br> mainly represents the sales funds not yet deposited in banks by each store at year-end.
(2) The funds held overseas at year-end<br> represent funds held overseas by the subsidiaries Yonghui Holdings Co., Ltd., Yonghui Japan<br> Co., Ltd., and LOHAS Life International Business Co., Ltd.
--- ---
(3) As of December 31, 2023, the restricted<br> cash balance of the Group amounted to RMB141,300,533.68 (2022: RMB114,492,314.03), see Note<br> VII, 33.
--- ---
(4) Interest income is derived from bank<br> current deposits at the prevailing interest rate. The term of fixed-term fixed deposits is<br> determined based on the cash needs of the Group, and interest income is earned at the corresponding<br> interest rate of the bank fixed deposits.
--- ---
(5) Other monetary funds, excluding margin<br> and escrow account funds, mainly consist of funds in transit, including POS machine card<br> payment income, APP bank card payment income not yet transferred to the Group’s bank<br> accounts, and balances in WeChat and other APP accounts.
--- ---
2. Loans and advances
--- ---
Unit: Yuan Currency: RMB
---
Items Closing<br> balance Opening<br> balance
--- --- --- --- ---
Total amount of loans and advances 557,908,591.96 895,062,185.85
Among which:
1. Amount of loans and advances due within one year 627,293,964.36 863,287,777.35
Less: Provision for loan losses due within one year 89,953,572.57 45,216,735.85
Net value of loans and advances due within one year 537,340,391.79 818,071,041.50
2. Amount of loans and advances due after one year 20,881,421.49 92,460,829.15
Less: Provision for loan losses due after one year 313,221.32 15,469,684.80
Net value of loans and advances due after one year 20,568,200.17 76,991,144.35

Note: The loans and advances represent<br> corporate loans and advances, consumer credit, etc. provided by Yonghui Small Loans Co.,<br> Ltd., a sub-subsidiary of the Group.

The changes in the provision for loan losses are as follows:

Unit:Yuan Currency: RMB

Provision Provision
Opening made in written-off in Closing
balance this year this year balance
Year 2023 60,686,420.65 36,198,200.29 6,617,827.05 90,266,793.89
– 405 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
3. Trading financial assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Reasons and
basis for
Items Closing<br> balance Opening<br> balance designation
Financial<br> assets measured at fair value with changes included in current profits and losses 735,971,777.07 890,826,719.10 /
Among<br> which:
Equity<br> instrument investment 388,932,227.74 413,458,695.23 /
Fund products 341,037,083.58 477,368,023.87 /
Structured<br> deposit 6,002,465.75
Among<br> which:
Total 735,971,777.07 890,826,719.10 /

Other notes:

Applicable ¨ Not applicable

Trading financial assets mainly consist of fund products, stocks, asset management products, and wealth management products purchased during the year.

4. Derivative financial assets
¨ Applicable Not applicable
--- --- --- ---
5. Notes receivable
--- ---
(1) Category of notes receivable
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2) Notes receivable secured by the company at the end of period.
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3) Undue closing notes receivable before balance sheet date that endorsed or discounted by the Company
--- ---
¨ Applicable Not applicable
--- --- --- ---
(4) Classification and disclosure by bad debt provision
--- ---
¨ Applicable Not applicable
--- --- --- ---

Provision of bad debts due to specific consideration:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

¨ Applicable Not applicable

Provision for bad debts based on the general model of expected credit losses

¨ Applicable Not applicable
– 406 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Explanation of significant changes in the carrying balance of notes receivable for which there have been provision for bad debts changes in the current period:

¨ Applicable Not applicable
(5) Bad debt provisions
--- ---
¨ Applicable Not applicable
--- --- --- ---

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Not applicable
(6) Notes receivable actually verified and canceled of current period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Among these, verification and cancellation of important notes receivable:

¨ Applicable Not applicable

Instructions on verification and cancellation of notes receivable:

¨ Applicable Not applicable

Other disclosures

¨ Applicable Not applicable
6. Factoring receivable
--- ---
Unit: Yuan Currency: RMB
---
Items Closing<br> balance Opening<br> balance
--- --- --- --- ---
Factoring receivable 129,425,183.71 715,364,593.55
Less: bad debt provision 60,736,219.33 76,237,912.99
Total 68,688,964.38 639,126,680.56
Note: The balance of accounts receivable<br> from factoring is formed by the sub-subsidiary Yonghui Qinghe Commercial Factoring (Chongqing)<br> Co., Ltd. engaging in factoring business.
--- ---
(1) Disclosure by category
--- ---

Unit:Yuan Currency: RMB

December<br> 31, 2023
Bad debt
Items Amount Ratio provision Net amount
%
Accounts receivable from  factoring with recourse 129,425,183.71 100.00 60,736,219.33 68,688,964.38
– 407 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
December<br> 31, 2022
--- --- --- --- --- --- --- --- ---
Bad debt
Items Amount Ratio provision Net amount
%
Accounts receivable from factoring with recourse 715,364,593.55 100.00 76,237,912.99 639,126,680.56
(2) Provisioned for, recovered<br> or reversed bad debt of current term
--- ---
Unit: Yuan Currency: RMB
---
Allowance for
--- --- ---
doubtful
Items accounts
January 1, 2023 76,237,912.99
Provision made in this year
Provision reversed in this year 2,565,671.68
Provision written-off in this year 12,936,021.98
December 31, 2023 60,736,219.33
7. Accounts receivable
--- ---
(1) Disclosure by aging
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Closing book Opening book
Aging balance balance
Within 1 year 417,495,474.90 513,809,042.91
Sub-total within one year 417,495,474.90 513,809,042.91
1-2 years 27,657,213.75 30,520,920.71
2-3 years 19,281,834.84 37,491,593.67
Over 3 years 50,274,690.75 21,016,298.88
Total 514,709,214.24 602,837,856.17
– 408 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(2) Classification and disclosure by bad debt provision
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

**** Closing balance Opening balance
Book balance Bad debt provision Book balance Bad debt provision
Proportion Proportion
of bad-debt Carrying of bad-debt Carrying
Category Amount Proportion Amount provision value Amount Proportion Amount provision value
(%) (%) (%) (%)
Provision made on<br> an individual basis 1,894,322.62 0.37 1,894,322.62 100.00 1,894,322.62 0.31 1,894,322.62 100.00
Provision made on a collective<br> basis 512,814,891.62 99.63 91,072,410.69 17.76 421,742,480.93 600,943,533.55 99.69 70,332,602.42 11.70 530,610,931.13
Among which:
Portfolio 1
Accounts receivable from sales 283,389,112.74 55.06 52,071,963.36 18.37 231,317,149.38 334,400,257.07 55.48 33,922,557.08 10.14 300,477,699.99
Supplier service fees and rentals 181,638,702.76 35.29 38,522,576.57 21.21 143,116,126.19 174,574,704.04 28.96 31,212,180.54 17.88 143,362,523.50
Construction payment 11,117,786.51 1.84 4,389,356.94 39.48 6,728,429.57
Portfolio 2
Accounts receivable from affiliated<br> parties 47,787,076.12 9.28 477,870.76 1.00 47,309,205.36 80,850,785.93 13.41 808,507.86 1.00 80,042,278.07
Total 514,709,214.24 / 92,966,733.31 / 421,742,480.93 602,837,856.17 / 72,226,925.04 / 530,610,931.13
– 409 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Provision of bad debts due to specific consideration:

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Closing balance
Proportion of
Book Bad debt bad-debt Reasons for
Name balance provision provision provision
(%)
Client I 1,894,322.62 1,894,322.62 100.00 Expected not to be recovered
Total 1,894,322.62 1,894,322.62 100.00 /

Explanation for individual bad debt provision:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

Applicable Not applicable

Combined provision items: Combination 1

Unit: Yuan Currency: RMB

Closing balance
Proportion of
Account Bad debt bad-debt
Name receivable provision provision
(%)
Within 1 year 376,098,958.34 26,328,938.84 7.00
1-2 years 22,637,753.84 6,468,560.64 28.57
2-3 years 18,878,074.09 10,384,011.22 55.01
Over 3 years 47,413,029.23 47,413,029.23 100.00
Total 465,027,815.50 90,594,539.93 19.48

Combined provision items: Combination 2

Unit: Yuan Currency: RMB

Closing balance
Proportion of
Account Bad debt bad-debt
Name receivable provision provision
(%)
Receivables from affiliated parties 47,787,076.12 477,870.76 1.00
Total 47,787,076.12 477,870.76 1.00

Explanation of the provision for bad debt based on portfolio composition:

¨ Applicable Not applicable

Explanation of the provision for bad debt based on portfolio composition:

¨ Applicable Not applicable
– 410 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Description of significant changes in the book balance of accounts receivable due to changes in loss provision in the current period:

¨ Applicable Not applicable
(3) Provision for bad debts
--- ---
Applicable Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase and decrease of current period
Provision
Opening Recovered Charge-off Other Closing
Category balance Provision or Reversed or write-off changes balance
Bad-debt provision for accounts receivable 72,226,925.04 41,905,188.23 3,952,915.56 17,212,464.40 92,966,733.31
Total 72,226,925.04 41,905,188.23 3,952,915.56 17,212,464.40 92,966,733.31

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Not applicable

Other notes:

(4) Accounts receivable actually written off in the current period
Applicable Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Write-off amount
Accounts receivable actually written off 17,212,464.40

Significant write-off of accounts receivable during the year

¨ Applicable Not applicable

Descriptions for verification and write-off of receivables:

¨ Applicable Not applicable
– 411 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(5) Accounts receivable and contract assets of the top five endingbalances collected by the debtor
--- ---
Applicable Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing Proportion to
balance of the total closing
Closing Closing accounts balance of Closing
balance of balance of receivable accounts balance of
accounts contract and contract receivable and bad-debt
Unit name receivable assets assets contract assets provision
(%)
Client I 63,036,012.22 63,036,012.22 12.25 4,412,688.78
Client II 36,445,808.78 36,445,808.78 7.08 2,551,206.61
Client III 34,181,676.55 34,181,676.55 6.64 341,816.76
Client IV 20,325,814.26 20,325,814.26 3.95 1,422,826.89
Client V 14,011,083.31 14,011,083.31 2.72 14,011,083.31
Total 168,000,395.12 168,000,395.12 32.64 22,739,622.35

Other notes:

¨ Applicable Not applicable
8. Contract assets
--- ---
(1) Contract assets
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2) Significant changes in the carrying value during the reportingperiod and the reasons
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3) Classification and disclosure by bad debt provision
--- ---
¨ Applicable Not applicable
--- --- --- ---

Provision of bad debts due to specific consideration:

¨ Applicable Not applicable

Explanation for individual bad debt provision:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

¨ Applicable Not applicable

Provision for bad debts based on the general model of expected credit losses

¨ Applicable Not applicable

Basis for stage classification and bad debt provision ratio

– 412 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Explanation of significant changes in the carrying amount of contract assets for which loss provisions were made during the current period:

¨ Applicable Not applicable
(4) Provision for bad debts of contract assets in current period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Not applicable
(5) Status of contract assets actually written off in the currentperiod
--- ---
¨ Applicable Not applicable
--- --- --- ---

Significant contract asset write-off situations

¨ Applicable Not applicable

Explanation of contract asset write-off:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
9. Financing of receivables
--- ---
(1) Classification of receivables financing
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2) Financing of pledged receivables of the company at the endof the period
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3) Receivables financing endorsed or discounted by the companyat the end of the period and not yet due on the balance sheet date
--- ---
¨ Applicable Not applicable
--- --- --- ---
(4) Classification and disclosure by bad debt provision
--- ---
¨ Applicable Not applicable
--- --- --- ---

Provision of bad debts due to specific consideration:

¨ Applicable Not applicable

Explanation for individual bad debt provision:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

¨ Applicable Not applicable
– 413 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Provision for bad debts based on the general model of expected credit losses

¨ Applicable Not applicable

Basis for stage classification and bad debt provision ratio

Explanation of significant changes in the carrying amount of financing of receivables for which loss provisions were made during the current period:

¨ Applicable Not applicable
(5) Bad debt provisions
--- ---
¨ Applicable Not applicable
--- --- --- ---

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Not applicable
(6) Status of accounts receivable financing actually writtenoff in the current period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Significant accounts receivable financing write-off situations

¨ Applicable Not applicable

Write-off explanation:

¨ Applicable Not applicable
(7) Receivables financing increase and decrease of current periodand fair value changes:
--- ---
¨ Applicable Not applicable
--- --- --- ---
(8) Other explanations:
--- ---
¨ Applicable Not applicable
--- --- --- ---
10. Advance payments
--- ---
(1) Advance payments listed according to aging
--- ---
Applicable Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing balance Opening balance
Aging Amount Proportion Amount Proportion
(%) (%)
Within 1 year 1,089,946,729.92 91.96 1,160,134,121.11 83.51
1-2 years 52,388,650.71 4.42 130,727,746.76 9.41
2-3 years 23,223,104.23 1.96 37,574,616.93 2.70
Over 3 years 19,661,786.82 1.66 60,798,870.99 4.38
Total 1,185,220,271.68 100.00 1,389,235,355.79 100.00
– 414 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Reasons for untimely settlement of advance payment that has aging of over one year and of significant amount:

Prepayments with an age of more than 1 year are mainly prepayment for goods

(2) Prepayments for the top five ending balances categorizedby prepayment object
Applicable Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Proportion in
the total closing
balance of
Unit name Closing balance prepayments
(%)
Supplier I 65,514,899.66 5.53
Supplier II 28,176,779.94 2.38
Supplier III 27,038,151.84 2.28
Supplier IV 26,842,541.11 2.26
Supplier V 24,928,532.69 2.10
Total 172,500,905.24 14.55

Other disclosures

¨ Applicable Not applicable

11. Other receivables

Itemized list

Applicable Not applicable

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Interest receivable 941,391.67 770,879.94
Other receivables 563,030,272.81 648,905,448.81
Total 563,971,664.48 649,676,328.75

Other notes:

¨ Applicable Not applicable

Interest receivable

(1) Classification of interest receivable
Applicable Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Interest on small loans 941,391.67 770,879.94
Total 941,391.67 770,879.94

(2) Significant overdue interest
¨ Applicable Not applicable
--- --- --- ---
– 415 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(3) Classification and disclosure by bad debt provision
--- ---
¨ Applicable Not applicable
--- --- --- ---

Provision of bad debts due to specific consideration:

¨ Applicable Not applicable

Explanation for individual bad debt provision:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

¨ Applicable Not applicable
(4) Provision for bad debts based on the general model of expectedcredit losses
--- ---
¨ Applicable Not applicable
--- --- --- ---

Explanation of significant changes in the carrying balance of interest receivable for which there have been provision for bad debts changes in the current period:

¨ Applicable Not applicable
(5) Bad debt provisions
--- ---
¨ Applicable Not applicable
--- --- --- ---

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Not applicable
(6) Interest receivable actually verified and canceled of currentperiod
--- ---
¨ Applicable Not applicable
--- --- --- ---

Significant accrued interest write-off situations

¨ Applicable Not applicable

Write-off explanation:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable

Dividends receivable

(1) Dividends receivable
¨ Applicable Not applicable
--- --- --- ---
(2) Significant dividends receivable with more than one-yearaging
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 416 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(3) Classification and disclosure by bad debt provision
--- ---
¨ Applicable Not applicable
--- --- --- ---

Provision of bad debts due to specific consideration:

¨ Applicable Not applicable

Explanation for individual bad debt provision:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

¨ Applicable Not applicable
(4) Provision for bad debts based on the general model of expectedcredit losses
--- ---
¨ Applicable Not applicable
--- --- --- ---

Explanation of significant changes in the carrying balance of dividends receivable for which there have been provision for bad debts changes in the current period:

¨ Applicable Not applicable
(5) Bad debt provisions
--- ---
¨ Applicable Not applicable
--- --- --- ---

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Not applicable

Other notes:

None

(6) Dividends receivable actually verified and canceled of currentperiod
¨ Applicable Not applicable
--- --- --- ---

Significant accrued dividends write-off situations

¨ Applicable Not applicable

Write-off explanation:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
– 417 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Other receivables

(1) Disclosure by aging
Applicable Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
---
Closing book Opening book
--- --- --- --- ---
Aging balance balance
Within 1 year 143,104,386.17 189,582,745.46
Sub-total within one year 143,104,386.17 189,582,745.46
1-2 years 104,503,734.32 80,312,625.85
2-3 years 57,231,859.27 79,907,022.43
Over 3 years 356,558,737.02 384,331,646.14
Total 661,398,716.78 734,134,039.88
(2) Classification by nature of payment
--- ---
Applicable Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
---
Closing book Opening book
--- --- --- --- ---
Nature of payment balance balance
Various types of deposits and guarantees receivable 489,484,746.78 562,493,581.63
Purchases and store petty cash payments 65,233,226.90 84,160,245.08
Receivables from affiliated parties 18,945,065.73 13,826,983.71
Other receivables 87,735,677.37 73,653,229.46
Total 661,398,716.78 734,134,039.88
(3) Provision for bad debts recognized
--- ---
Applicable Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
---
Phase I Phase II Phase III
--- --- --- --- --- --- --- --- ---
Expected credit Expected credit
Expected loss within the loss within the
credit loss whole duration (no whole duration
over the next credit impairment (credit impairment
Bad debt provision 12 months occurred) incurred) Total
Balance as of January 1, 2023 10,274,192.44 1,312,828.53 73,641,570.10 85,228,591.07
The balance as of January 1, 2023 is in the current period
– Transferred to Phase II -987,238.57 987,238.57
– Transferred to Phase III -561,790.28 561,790.28
– Reversed to Phase II
– Reversed to Phase I
Provision of the current period 2,385,014.63 998,334.50 19,996,502.93 23,379,852.06
Provision reversed in current period 6,090,390.35 6,090,390.35
Charge-off of the current period
Write-off of the current period 4,149,608.81 4,149,608.81
Other changes
Balance as of December 31, 2023 5,581,578.15 2,736,611.32 90,050,254.50 98,368,443.97
– 418 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Basis for stage classification and bad debt provision ratio

(1) The Company handles other receivables using the general model for expected credit losses. On each balance sheet date, the credit risk<br>of these receivables is assessed and categorized into three stages to calculate the expected credit losses.
The Company respectively measures the<br>expected credit losses of financial instruments in different stages. If the credit risk of a financial instrument has not increased significantly<br>since initial recognition, in the first stage, the Company measures the loss provision based on the expected credit loss within the next<br>12 months; if the credit risk of a financial instrument has increased significantly after initial recognition but no credit reduction has<br>occurred, in the second stage, the Company measures the loss provision based on the expected credit loss in the whole duration of the<br>instrument; if the financial instrument has suffered credit impairment since initial recognition, in the third stage, the Company measures<br>the loss provision based on the expected credit loss in the whole duration of the instrument.
(2) The Company divides other receivables into payment nature and aging portfolio based on credit risk characteristics<br>and calculates expected credit losses based on the portfolio. For other receivables classified into portfolios, the Company calculates<br>expected credit losses based on default risk exposure and expected credit loss rates within the next 12 months or the entire duration.
--- ---
(3) Provision for significant bad debt risk on other receivables with large amounts and significant impact<br>on profitability. Provision for bad debt is recognized based on the expected credit loss throughout the entire remaining period.
--- ---

Explanation of significant changes in the book value of other receivables with provision changes in the current period:

¨ Applicable Not applicable

Basis for provision for bad debt and assessment of significant increase in credit risk of financial instruments during the period:

¨ Applicable Not applicable
(4) Provision for bad debts
--- ---
Applicable Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
---
Increase and decrease of current period
--- --- --- --- --- --- --- --- --- --- --- ---
Provision
Opening Recovered Charge-off Other Closing
Category balance Provision or Reversed or write-off changes balance
Bad-debt provision for other receivables 85,228,591.07 23,379,852.06 6,090,390.35 4,149,608.81 98,368,443.97
Total 85,228,591.07 23,379,852.06 6,090,390.35 4,149,608.81 98,368,443.97

Significant reversal or recovery of bad-debt provision of current year is:

¨ Applicable Not applicable

Other disclosures

– 419 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(5) Other receivables actually verified and canceled of currentperiod
--- ---
Applicable Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
---
Items Write-off amount
--- --- ---
Other receivables actually written off 4,149,608.81

Where the other receivables written off is important:

¨ Applicable Not applicable

Descriptions for verification and write-off of other receivables:

¨ Applicable Not applicable
(6) Other receivables of top five companies with the greatestclosing amount based on the debtor’s categorizing
--- ---

Applicable Not applicable
Unit: Yuan Currency: RMB
---
Proportion in Closing
--- --- --- --- --- --- --- --- ---
total closing balance of
Closing balance of other bad-debt
Unit name balance receivable Nature of receivable Aging provision
(%)
Client I 54,750,000.00 8.28 Various types of deposits and guarantees receivable Over 3 years 547,500.00
Client II 16,972,427.96 2.57 Other receivables Over 3 years 16,972,427.96
Client III 13,821,492.25 2.09 Receivables from affiliated parties Within 4 years 13,821,492.25
Client IV 10,000,000.00 1.51 Various types of deposits and guarantees receivable 2-3 years 100,000.00
Client V 10,000,000.00 1.51 Other receivables 1-2 years 10,000,000.00
Total 105,543,920.21 15.96 / / 41,441,420.21
1. Accounts receivable involving governmental subsidies
--- ---
¨ Applicable Not applicable
--- --- --- ---
2. Other receivables with terminated confirmation due to financial<br>assets transfer
--- ---
¨ Applicable Not applicable
--- --- --- ---
3. Amount of assets and liabilities formed through transfer of<br>other accounts receivable and continuous involvement
--- ---
(7) Reported under other receivables due to centralized cashmanagement
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
– 420 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
12. Inventories
--- ---
(1) Inventory classification
--- ---
Applicable Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
---
Items Book<br> balance Closing<br> balance<br> Provision for inventory<br> depreciation or provision<br> for impairment of contract<br> fulfilling costs Carrying<br> value Book<br> balance Opening<br> balance<br> Provision for inventory<br> depreciation or provision<br> for impairment of contract<br> fulfilling costs Carrying<br> value
--- --- --- --- --- --- ---
Raw material 11,722,204.41 11,722,204.41 8,304,623.79 8,304,623.79
Inventory goods 8,225,436,229.31 8,225,436,229.31 10,419,571,039.89 10,419,571,039.89
Low-cost consumables 31,824,104.55 31,824,104.55 38,713,833.46 38,713,833.46
Total 8,268,982,538.27 8,268,982,538.27 10,466,589,497.14 10,466,589,497.14
(2) Provision for inventory depreciation or provision for impairmentof contract fulfilling costs
--- ---
¨ Applicable Not applicable
--- --- --- ---

Causes for reversal or write-off of inventory falling price reserves in the current period

¨ Applicable Not applicable

Provision for inventory impairment is calculated based on portfolios

¨ Applicable Not applicable

Provision standards for inventory impairment based on portfolios

¨ Applicable Not applicable
– 421 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(3) Explanation of capitalized borrowing costs included in theending inventory balance and calculation criteria and basis
--- ---
¨ Applicable Not applicable
--- --- --- ---
(4) Explanation for the current amortization amount of contractperformance cost
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable
– 422 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
13. Available-for-sale assets
--- ---
¨ Applicable Not applicable
--- --- --- ---
14. Non-current assets due within one year
--- ---
Applicable Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
---
Items Closing balance Opening balance
--- --- --- --- ---
Finance lease receivable due within one year 49,380,092.40 43,534,741.35
Total 49,380,092.40 43,534,741.35

Creditor investments due within one year

¨ Applicable Not applicable

Other creditor investments due within one year

¨ Applicable Not applicable

Other explanations for non-current assets maturing within one year

15. Other current assets
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
---
Items Closing balance Opening balance
--- --- --- --- ---
Input tax to be certified 1,224,290,088.04 1,267,353,243.41
Input tax to be deducted 135,854,796.23 187,562,364.10
Advance income tax 4,964,812.95 36,129,348.48
Advance payment of other taxes 260,832.25 2,801,052.91
Total 1,365,370,529.47 1,493,846,008.90

Other disclosures

16. Creditor investments
(1) Creditor investments
--- ---
¨ Applicable Not applicable
--- --- --- ---

Changes in provision for impairment of creditor investments

¨ Applicable Not applicable
(2) End-of-year significant creditor investments
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3) Impairment provision recognized
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 423 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Explanation of significant changes in the book value of creditor investments with provision changes in the current period:

¨ Applicable Not applicable

Basis for provision for impairment and assessment of significant increase in credit risk of financial instruments during the period

¨ Applicable Not applicable
(4) Actual write-offs of creditor investments in the currentperiod
--- ---
¨ Applicable Not applicable
--- --- --- ---

Significant situations of write-off of important creditor investments

¨ Applicable Not applicable

Explanation of creditor investments write-off:

¨ Applicable Not applicable

Other disclosures

¨ Applicable Not applicable
17. Other creditor investments
--- ---
(1) Other creditor investments
--- ---
¨ Applicable Not applicable
--- --- --- ---

Changes in impairment provision for other creditor investments

¨ Applicable Not applicable
(2) End-of-year significant other creditor investments
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3) Impairment provision recognized
--- ---
¨ Applicable Not applicable
--- --- --- ---

Explanation of significant changes in the book value of other creditor investments with provision changes in the current period:

¨ Applicable Not applicable

Basis for provision for impairment and assessment of significant increase in credit risk of financial instruments during the period

¨ Applicable Not applicable
(4) Status of other creditor investments actually written offin the current period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Significant situations of write-off of other creditor investments

¨ Applicable Not applicable
– 424 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Explanation of other creditor investments write-off:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
18. Long-term receivables
--- ---
(1) Long-term receivables
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

**** Closing balance **** **** Opening balance **** Discount
**** Bad debt Carrying **** Bad debt Carrying rate
Items Book balance provision value Book balance provision value interval
Finance lease outlay 227,393,410.57 227,393,410.57 264,650,510.99 264,650,510.99 4.35%-4.90%
Including: unrealized financing income 48,774,581.99 48,774,581.99 62,304,995.06 62,304,995.06
Total 227,393,410.57 227,393,410.57 264,650,510.99 264,650,510.99 /
(2) Classification and disclosure by bad debt provision
--- ---
¨ Applicable Not applicable
--- --- --- ---

Provision of bad debts due to specific consideration:

¨ Applicable Not applicable

Explanation for individual bad debt provision:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

¨ Applicable Not applicable
(3) Provision for bad debts based on the general model of expectedcredit losses
--- ---
¨ Applicable Not applicable
--- --- --- ---

Explanation of significant changes in the book value of long-term receivables with provision changes in the current period:

¨ Applicable Not applicable

Basis for provision for bad debt and assessment of significant increase in credit risk of financial instruments during the period

¨ Applicable Not applicable
– 425 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(4) Provision for bad debts
--- ---
¨ Applicable Not applicable
--- --- --- ---

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Not applicable
(5) Status of long-term receivables actually written off in thecurrent period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Significant long-term receivables write-off situations

¨ Applicable Not applicable

Explanation of long-term receivables write-off:

¨ Applicable Not applicable

Other disclosures

¨ Applicable Not applicable
– 426 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
19. Long-term equity investments
--- ---
(1) Long-term equity investments
--- ---
Applicable Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase/decrease in<br> the current period
Investment Other Closing
profit and loss comprehensive Distribution of Provision of balance of
Increased Decreased recognized with income Other equity cash dividends impairment provision for
Investee Opening balance investment investment the equity method adjustments changes or profits losses Others Closing balance impairment
I. Cooperative enterprises
Yonghui<br> Fresh Food Development Co., Ltd. (Note 1) 48,619,418.14 -23,767,144.07 23,202,621.79 48,054,895.86
Subtotal 48,619,418.14 -23,767,144.07 23,202,621.79 48,054,895.86
II. Joint ventures
Zhongbai<br> Holdings Group Co., Ltd. (“Zhongbai Group”) (Note 2) 406,097,191.64 -3,415,099.16 -45,467,223.47 71,289.83 -35,064,018.73 322,222,140.11 203,397,822.57
Chengdu Hongqi Chain Co., Ltd.<br> (“Hongqi Chain”) 2,046,627,590.92 117,834,480.06 -126,235,200.00 -358,226,870.98 1,680,000,000.00 358,226,870.98
Fujian<br> OneBank Co., Ltd. (“OneBank”) (Note 3) 611,919,130.46 55,200,000.00 21,893,148.88 4,617,660.61 693,629,939.95
Xiangcun Gaoke Agricultural Co.,<br> Ltd. (“Xiangcun Gaoke”) 53,000,000.00 -10,070,846.46 -42,929,153.54 399,676,183.23
Fujian Minwei Industrial Co.,<br> Ltd. 106,574,742.72 11,855,409.21 118,430,151.93
Fujian Xingyuan Agricultural<br> and Animal Husbandry Technology Co., Ltd. 61,871,460.14 -17,303,225.46 44,568,234.68
Beijing Friendship Messenger<br> Trading Co., Ltd. 61,883,573.36 36,725,645.58 -30,300,000.00 68,309,218.94
Sichuan Yongchuang Yaohui Supply<br> Chain Management Co., Ltd. 31,151,958.25 10,994,112.01 13,070,293.87 -3,000,000.00 52,216,364.13
1233 International Supply Chain<br> Management<br> Co., Ltd. 190,957,444.93 4,904,640.31 195,862,085.24
Fujian<br> Lingyu Jinhua Brand Management Co., Ltd. (Note 4) 7,810,480.46 -7,501,411.13 -309,069.33
– 427 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Increase/decrease in<br> the current period
--- --- --- --- --- --- --- --- --- --- --- ---
Investment Other Closing
profit and loss comprehensive Distribution of Provision of balance of
Increased Decreased recognized with income Other equity cash dividends impairment provision for
Investee Opening balance investment investment the equity method adjustments changes or profits losses Others Closing balance impairment
Yunda Online (Shenzhen)<br> Technology Development Co., Ltd. 5,101,278.39 524,421.87 5,625,700.26 3,218,259.25
Origin Country Network Technology<br> (Shanghai) Co., Ltd. 9,579.45 -9,579.45 4,062,445.92
Shanghai Xuanhui Business Service<br> Technology Co., Ltd. (Note 6) 19,133.52 19,133.52
Beijing Yonghui Yuanxin Health<br> Technology Co., Ltd. (Note 5) 7,957,621.70 -7,957,621.70
Zhejiang Bianlixian Supermarket<br> Co., Ltd. 3,400,000.00 -672,786.60 2,727,213.40
Subtotal 3,590,962,052.42 69,594,112.01 -18,874,131.99 132,994,442.53 4,617,660.61 71,289.83 -159,535,200.00 -436,220,043.25 3,183,610,182.16 968,581,581.95
Total 3,639,581,470.56 69,594,112.01 -18,874,131.99 109,227,298.46 4,617,660.61 23,273,911.62 -159,535,200.00 -436,220,043.25 3,231,665,078.02 968,581,581.95

Other disclosures

Note<br> 1: The Group’s joint<br> venture, Yonghui Fresh Food Development Co., Ltd. (“Yonghui Fresh Food”), completed a new round of financing in 2023. Yonghui<br> Fresh Food introduced a third-party shareholder, Yulin Energy Industry Fund Management Co., Ltd., with a capital increase of RMB75,000,000.00,<br> resulting in an increase in the Group’s net asset share in Yonghui Fresh Food by RMB23,202,621.79.
Note<br> 2: In 2023, the Group<br> reduced its equity stake in Zhongbai Group by 0.08% through the Shenzhen Stock Exchange centralized trading platform. At the same<br> time, the Group transferred the accumulated other equity changes due to the decrease in the Group’s net asset share in Zhongbai Group,<br> RMB71,289.83, and the provision for long-term equity investment impairment, RMB1,397,570.25.
Note<br> 3: In 2023, the Group<br> signed a share transfer agreement with third-party Fujian Xintong Investment Group Co., Ltd. to purchase a 2.3% stake in Fujian OneBank<br> Co., Ltd. for RMB55,200,000.00. After the transfer, the Group holds a 29.8% stake in Fujian OneBank Co., Ltd.
Note<br> 4: In 2023, the Group<br> exited the operation of Fujian Lingyu Jinhua Brand Management Co., Ltd. through a reduction of capital and no longer holds any equity<br> in Fujian Lingyu Jinhua Brand Management Co., Ltd.
Note<br> 5: In 2023, the Group<br> signed a termination agreement with third-party Beijing Yuanxin Technology Group Co., Ltd. to terminate the operation of Beijing<br> Yonghui Yuanxin Health Technology Co., Ltd. and cancel Beijing Yonghui Yuanxin Health Technology Co., Ltd.
Note<br> 6: In 2023, the Group<br> signed a share transfer agreement with Lin Shu to transfer 20% of the Group’s equity in Shanghai Xuanhui Business Service Technology<br> Co., Ltd. After the transfer, the Group holds a 20% stake in Shanghai Xuanhui Business Service Technology Co., Ltd.
– 428 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(2) Impairment testing of long-term equity investments
--- ---
Applicable Not applicable
--- --- --- ---

Recoverable amount is determined as the net amount of fair value minus disposal costs

¨ Applicable Not applicable

The recoverable amount was determined based on the present valueof expected future cash flows

Applicable Not applicable

Unit: Yuan Currency: RMB

Items Carryingvalue Recoverable<br><br>amounts Impairment<br><br>amount Forecast period Keyparametersof forecast period Keyparametersof the stable period Basis fordeterminingkeyparameters of the stable period
Hongqi Chain 2,038,226,870.98 1,680,000,000.00 358,226,870.98 5 years Revenue growth rate, discount rate Revenue growth rate, discount rate The stable period growth rate is consistent with the forecast data in authoritative industry reports, and the discount rate is the pre-tax discount rate reflecting specific risks of the assets
Total 2,038,226,870.98 1,680,000,000.00 358,226,870.98 / / / /

In 2023, the Group’s long-term equity investment in Hongqi Chain showed signs of impairment. The Group conducted impairment testing on this long-term equity investment. Since the recoverable amount determined by the present value of expected future cash flows is lower than the carrying amount of this long-term equity investment, a provision for long-term equity investment impairment needs to be recognized for the current year.

The reasons for the significant differencesbetween the aforementioned information and the information used in previous years’ impairment tests or external information

¨ Applicable Not applicable

The reasons for significant differences betweenthe information used in previous impairment testing and the actual situation in the current year

¨ Applicable Not applicable
– 429 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
20. Other equity instrument investments
--- ---
(1) Other equity instrument investments
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2) Explanation of cases where termination has been confirmedin the current period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
21. Other non-current financial assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: YuanCurrency: RMB

Items Closing balance Opening balance
Financial assets measured at fair value with changes included in current profits and losses 3,651,480,119.24 3,918,000,000.00
Total 3,651,480,119.24 3,918,000,000.00

Other notes:

¨ Applicable Not applicable
22. Investment properties
--- ---

Measurement model for investment properties

(1) Investment properties measured at cost

Unit: Yuan Currency: RMB

Houses and
Items buildings Total
I. Original book value
1.Opening balance 397,840,556.69 397,840,556.69
2.Increase in the current period
3.Decrease in the current period 181,013.92 181,013.92
(2) Other transfer 181,013.92 181,013.92
4.Closing balance 397,659,542.77 397,659,542.77
II. Accumulated depreciation and amortization
1.Opening balance 86,706,177.05 86,706,177.05
2.Increase in the current period 10,805,136.72 10,805,136.72
(1) Depreciation or amortization 10,805,136.72 10,805,136.72
3.Decrease in the current period
4.Closing balance 97,511,313.77 97,511,313.77
III. Provision for impairment
1.Opening balance
2.Increase in the current period
3.Decrease in current period
4.Closing balance
IV. Book value
1.Closing book value 300,148,229.00 300,148,229.00
2.Opening book value 311,134,379.64 311,134,379.64
– 430 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Investment properties consisting of a partial lease of Yonghui Urban Life Plaza and Dongzhan Commercial Building.

(2) Investment properties without certificate of title
¨ Applicable Not applicable
--- --- --- ---
(3) Impairment testing of investment properties measured at cost
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable

Recoverable amount is determined as the net amount of fair valueminus disposal costs

¨ Applicable Not applicable

The recoverable amount was determined based on the present valueof expected future cash flows

¨ Applicable Not applicable

The reasons for the significant differences between the aforementionedinformation and the information used in previous years’ impairment tests or external information

¨ Applicable Not applicable

The reasons for significant differences between the informationused in previous impairment testing and the actual situation in the current year

¨ Applicable Not applicable

Other disclosures

¨ Applicable Not applicable
23. Fixed assets
--- ---

Itemized list

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Fixed assets 3,842,169,544.96 4,114,413,404.13
Total 3,842,169,544.96 4,114,413,404.13

Other notes:

¨ Applicable Not applicable
– 431 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Fixed assets


(1) Fixed assets
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Houses and Machinery and Means of Electronic Tools and
Items buildings equipment transport equipment instruments Total
I. Original Book Value:
1. Opening balance 3,047,274,659.50 2,572,969,626.20 305,275,808.58 928,356,650.26 2,090,925,374.54 8,944,802,119.08
2. Increase in the current period 280,456,995.39 94,329,435.65 1,357,643.00 24,552,568.46 43,751,498.41 444,448,140.91
(1) Purchase 7,205,973.35 4,307,686.75 1,159,389.92 12,742,096.83 3,653,552.98 29,068,699.83
(2) Transferred from work in progress 273,251,022.04 90,021,748.90 198,253.08 11,810,471.63 40,097,945.43 415,379,441.08
3. Decrease in the current period 11,050,997.71 143,095,792.72 10,430,835.19 70,918,926.22 134,972,266.77 370,468,818.61
(1) Disposal or scrapping 11,050,997.71 143,095,792.72 10,430,835.19 70,918,926.22 134,972,266.77 370,468,818.61
4. Closing balance 3,316,680,657.18 2,524,203,269.13 296,202,616.39 881,990,292.50 1,999,704,606.18 9,018,781,441.38
II. Accumulated depreciation
1.Opening balance 607,325,355.50 1,796,074,512.41 86,048,168.29 752,065,257.80 1,500,500,682.20 4,742,013,976.20
2.Increase in the current period 91,098,252.60 248,927,667.87 14,493,546.33 126,685,670.94 213,696,258.73 694,901,396.47
(1) Addition 91,098,252.60 248,927,667.87 14,493,546.33 126,685,670.94 213,696,258.73 694,901,396.47
3.Decrease in the current period 1,359,672.71 114,416,750.42 9,139,210.54 62,420,202.63 116,883,769.26 304,219,605.56
(1) Disposal or scrapping 1,359,672.71 114,416,750.42 9,139,210.54 62,420,202.63 116,883,769.26 304,219,605.56
4.Closing balance 697,063,935.39 1,930,585,429.86 91,402,504.08 816,330,726.11 1,597,313,171.67 5,132,695,767.11
III. Provision for impairment
1.Opening balance 46,210,771.76 179,204.84 11,270,597.44 30,714,164.71 88,374,738.75
2.Increase in the current period 3,500,266.41 3,556.50 1,831,551.50 2,459,185.11 7,794,559.52
(1) Addition 3,500,266.41 3,556.50 1,831,551.50 2,459,185.11 7,794,559.52
3.Decrease in the current period 29,212,579.85 61,522.23 5,268,301.14 17,710,765.74 52,253,168.96
(1) Disposal or scrapping 29,212,579.85 61,522.23 5,268,301.14 17,710,765.74 52,253,168.96
4.Closing balance 20,498,458.32 121,239.11 7,833,847.80 15,462,584.08 43,916,129.31
IV. Book value
1.Closing book value 2,619,616,721.79 573,119,380.95 204,678,873.20 57,825,718.59 386,928,850.43 3,842,169,544.96
2.Opening book value 2,439,949,304.00 730,684,342.03 219,048,435.45 165,020,795.02 559,710,527.63 4,114,413,404.13
(2) Temporary idle fixed assets
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3) Fixed assets leased out through operating leases
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 432 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(4) Fixed assets without certificate of title
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: YuanCurrency: RMB

Items Carrying value Reasons for failure<br><br> to get the certificates<br><br> of title
Factories and office buildings of Guizhou Yonghui Logistics Center 281,778,407.96 Processing
Yonghui Northeast Warehouse Center 186,333,881.28 Processing
Rail interface of the underground passage at Nanqiaosi Station, Chongqing Xuanhui Real Estate 25,543,922.87 The Group only has the right to use without ownership.

As of December 31, 2023 and December 31, 2022, the Group had had no temporarily idle fixed assets, no leased-in fixed assets, and no fixed assets leased out for operating purposes.

(5) Impairment testing of fixed assets
Applicable ¨ Not applicable
--- --- --- ---

Other notes:

As stated in Note VII, 74, the Group recognized a provision for long-term asset impairment for the asset group related to stores, limited to the residual value, amounting to RMB83,929,775.72, including RMB7,794,559.52 for fixed asset impairment loss.

¨ Applicable Not applicable

Recoverable amount is determined as the net amount of fair valueminus disposal costs

¨ Applicable Not applicable

The recoverable amount was determined based on the present valueof expected future cash flows

¨ Applicable Not applicable

The reasons for the significant differences between the aforementionedinformation and the information used in previous years' impairment tests or external information

¨ Applicable Not applicable

The reasons for significant differences between the informationused in previous impairment testing and the actual situation in the current year

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable

Disposal of fixed asset

¨ Applicable Not applicable
– 433 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
24. Construction in progress
--- ---

Itemized list

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Construction in progress 240,333,156.71 383,281,366.61
Total 240,333,156.71 383,281,366.61

Construction in progress

(1) Construction in progress
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing <br><br>balance Opening<br><br> balance
Impairment Carrying Impairment Carrying
Items Book balance provision value Book balance provision value
Store decoration 93,794,839.46 93,794,839.46 80,602,137.56 80,602,137.56
Guizhou Logistics Park Industrial Park 15,101,940.23 15,101,940.23
Yonghui<br> Northeast Warehousing Center Construction Project 174,399,580.98 174,399,580.98
Nantong<br> Logistics Park Warehousing Center Building No. 8 51,009,174.33 51,009,174.33
Nantong<br> Logistics Park Warehouse, Training Center Equipment, and Decoration 20,292,356.56 20,292,356.56
Phase II of<br> Sichuan Pengzhou Industrial Park 146,538,317.25 146,538,317.25 41,876,176.95 41,876,176.95
Total 240,333,156.71 240,333,156.71 383,281,366.61 383,281,366.61
– 434 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

(2) Changes of major work in progress in the current period
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Amount of Other **** Proportion of **** **** Including: Interest ****
**** **** **** **** transferred decreased **** accumulative **** Accumulated amount of capitalization ****
**** **** **** Increase fixed assets of amount of **** total project **** amount of capitalization rate in the ****
**** **** Opening in current current current Closing investment in Project interest of current current Source of
Project name Budget amount balance period period period balance the budget progress capitalization interest period funds
(%) (%)
Yonghui Northeast Warehousing Center Construction Project 238,177,616.79 174,399,580.98 16,285,213.79 190,684,794.77 80 100 Self-funded
Guizhou Logistics Park Industrial Park 374,710,200.00 15,101,940.23 9,651,620.37 19,342,621.31 5,410,939.29 82 100 Self-funded
Nantong Logistics Park Warehousing Center Building No. 8 93,971,619.92 51,009,174.33 51,009,174.33 54 100 Self-funded
Phase II of Sichuan Pengzhou Industrial Park 311,482,500.00 41,876,176.95 117,780,113.02 6,809,836.38 6,308,136.34 146,538,317.25 51 71 Self-funded
Total 1,018,341,936.71 282,386,872.49 143,716,947.18 267,846,426.79 11,719,075.63 146,538,317.25 / / / /
– 435 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(3) Provision of impairment losses of construction in progressin current period
--- ---
¨ Applicable Not applicable
--- --- --- ---
(4) Impairment testing of work in progress
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable

Recoverable amount is determined as the net amount of fair valueminus disposal costs

¨ Applicable Not applicable

The recoverable amount was determined based on the present valueof expected future cash flows

¨ Applicable Not applicable

The reasons for the significant differences between the aforementionedinformation and the information used in previous years’ impairment tests or external information

¨ Applicable Not applicable

The reasons for significant differences between the informationused in previous impairment testing and the actual situation in the current year

¨ Applicable Not applicable

Other disclosures

¨ Applicable Not applicable

Project materials

(1) Construction materials
¨ Applicable Not applicable
--- --- --- ---
– 436 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
25. Productive biological assets
--- ---
(1) Productive biological assets measured at cost
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Planting industry
Items Persimmon trees Total
I. Original book value
1. Opening balance 12,727,696.62 12,727,696.62
2. Increase in the current period
3. Decrease in the current period
4. Closing balance 12,727,696.62 12,727,696.62
II. Accumulated depreciation
1. Opening balance
2. Increase in the current period 636,384.83 636,384.83
3. Decrease in the current period
4. Closing balance 636,384.83 636,384.83
III. Provision for impairment
1. Opening balance
2. Increase in the current period
3. Decrease in the current period
4. Closing balance
IV. Book value
1. Closing book value 12,091,311.79 12,091,311.79
2. Opening book value 12,727,696.62 12,727,696.62

(2) Impairment test of productive biological assets measuredat cost
¨ Applicable Not applicable
--- --- --- ---
(3) Productive biological assets measured at fair value
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable
26. Oil and gas assets
--- ---
(1) Oil and gas assets
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2) Impairment testing of oil and gas assets
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 437 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
27. Right-of-use assets
--- ---
(1) Right-of-use assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Houses and
Items buildings Total
I. Original book value
1.Opening balance 32,488,021,817.48 32,488,021,817.48
2.Increase in the current period 1,307,696,003.56 1,307,696,003.56
(1) Increase 1,307,696,003.56 1,307,696,003.56
3.Decrease in the current period 2,721,723,040.91 2,721,723,040.91
(1) Disposal 2,721,723,040.91 2,721,723,040.91
4.Closing balance 31,073,994,780.13 31,073,994,780.13
II. Accumulated depreciation
1.Opening balance 12,510,931,921.53 12,510,931,921.53
2.Increase in the current period 1,989,750,727.60 1,989,750,727.60
(1) Addition 1,989,750,727.60 1,989,750,727.60
3.Decrease in the current period 925,637,916.59 925,637,916.59
(1) Disposal 925,637,916.59 925,637,916.59
4.Closing balance 13,575,044,732.54 13,575,044,732.54
III. Provision for impairment
1.Opening balance 559,365,404.14 559,365,404.14
2.Increase in the current period 57,039,231.29 57,039,231.29
(1) Addition 57,039,231.29 57,039,231.29
3.Decrease in the current period 150,626,497.20 150,626,497.20
(1) Disposal 150,626,497.20 150,626,497.20
4.Closing balance 465,778,138.23 465,778,138.23
IV. Book value
1.Closing book value 17,033,171,909.36 17,033,171,909.36
2.Opening book value 19,417,724,491.81 19,417,724,491.81
(2) Impairment test of right-of-use assets
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

As stated in Note VII, 74 of the financial statements, the Group has made a provision for long-term asset impairment based on the residual value of the asset group related to stores, amounting to RMB83,929,775.72, including a loss from impairment of right-of-use assets of RMB57,039,231.29.

Recoverable amount is determined as the net amount of fair valueminus disposal costs

¨ Applicable Not applicable

The recoverable amount was determined based on the present valueof expected future cash flows

¨ Applicable Not applicable

The reasons for the significant differences between the aforementionedinformation and the information used in previous years' impairment tests or external information

¨ Applicable Not applicable
– 438 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

The reasons for significant differences between the informationused in previous impairment testing and the actual situation in the current year

¨ Applicable Not applicable
28. Intangible assets
--- ---
(1) Intangible asset
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Non-patented
Items Land use right Patent rights technologies Software Sales network Total
I. Original book value
1. Opening balance 684,864,068.17 159,739.89 31,193,166.14 1,523,175,683.81 124,688,679.24 2,364,081,337.25
2. Increase in the current period 3,750,000.00 17,807,975.14 21,557,975.14
(1) Purchase 3,750,000.00 5,747,439.05 9,497,439.05
(2) Internal R&D 12,060,536.09 12,060,536.09
3. Decrease in the current period 970,873.79 1,238,850.69 3,735,849.06 5,945,573.54
(1) Disposal 970,873.79 1,238,850.69 3,735,849.06 5,945,573.54
4. Closing balance 688,614,068.17 159,739.89 30,222,292.35 1,539,744,808.26 120,952,830.18 2,379,693,738.85
II. Accumulated amortization
1.Opening balance 159,818,582.96 56,710.42 12,948,192.53 794,009,496.92 37,162,317.59 1,003,995,300.42
2.Increase in the current period 15,093,244.80 15,175.30 6,085,957.15 263,649,288.88 6,139,222.74 290,982,888.87
(1) Addition 15,093,244.80 15,175.30 6,085,957.15 263,649,288.88 6,139,222.74 290,982,888.87
3.Decrease in the current period 552,085.00 778,722.04 1,098,647.24 2,429,454.28
(1) Disposal 552,085.00 778,722.04 1,098,647.24 2,429,454.28
4.Closing balance 174,911,827.76 71,885.72 18,482,064.68 1,056,880,063.76 42,202,893.09 1,292,548,735.01
III. Provision for impairment
1.Opening balance 46,263,333.33 46,263,333.33
2.Increase in the current period 2,933,333.33 2,933,333.33
(1) Addition 2,933,333.33 2,933,333.33
3.Decrease in the current period
(1) Disposal
4.Closing balance 49,196,666.66 49,196,666.66
IV. Book value
1.Closing book value 513,702,240.41 87,854.17 11,740,227.67 482,864,744.50 29,553,270.43 1,037,948,337.18
2.Opening book value 525,045,485.21 103,029.47 18,244,973.61 729,166,186.89 41,263,028.32 1,313,822,703.50

The proportion of intangible assets generated through internal development during the current period to the balance of intangible assets is 8.93%

– 439 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(2) Land usage right without certificate of title
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Reasons for failure<br><br> to get the certificates
Items Carrying value of title
Guizhou Logistics Park 41,104,125.00 In the process of handling
(3) Impairment testing of intangible assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Other disclosure: The relevant information is separately disclosed in Note V, 27 Impairment of long-term assets, Note VII, 74 Asset impairment loss in the financial statements.

¨ Applicable Not applicable

Recoverable amount is determined as the net amount of fair valueminus disposal costs

¨ Applicable Not applicable

The recoverable amount was determined based on the present valueof expected future cash flows

¨ Applicable Not applicable

Thereasons for the significant differences between the aforementioned information and the information used in previous years’impairment tests or external information

¨ Applicable Not applicable

Thereasons for significant differences between the information used in previous impairment testing and the actual situationin the current year

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
29. Goodwill
--- ---
(1) Original book value of goodwill
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase in the
current period
Name of invested Formed by Decrease in the
entity or matter Opening business current period Closing
forming goodwill balance merger Disposal balance
Shanghai Dongzhan International Trade Co., Ltd. 3,661,378.25 3,661,378.25
Guangdong PARK&YH Superstores Co., Ltd. 305,456,779.92 305,456,779.92
Total 309,118,158.17 309,118,158.17
– 440 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(2) Provision for goodwill impairment
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Name of invested Increase in the Decrease in the
entity or matter Opening current period current period Closing
forming goodwill balance Provision Disposal balance
Guangdong PARK&YH Superstores Co., Ltd. 305,456,779.92 305,456,779.92
Total 305,456,779.92 305,456,779.92
(3) Information about the asset group or portfolio of asset groupswhere goodwill is located
--- ---
¨ Applicable Not applicable
--- --- --- ---

Changes in asset group or portfolio of asset groups

¨ Applicable Not applicable

Other disclosures

¨ Applicable Not applicable
(4) Specific determination method of recoverable amount
--- ---

Recoverable amount is determined as the net amount of fair value minus disposal costs

¨ Applicable Not applicable

The recoverable amount was determined based on the present value of expected future cash flows

¨ Applicable Not applicable

The reasons for the significant differences between the aforementioned information and the information used in previous years’ impairment tests or external information

¨ Applicable Not applicable

The reasons for significant differences between the information used in previous impairment testing and the actual situation in the current year

¨ Applicable Not applicable
(5) Performance commitments and corresponding impairment of goodwill
--- ---

There were performance commitments and the reporting period or the previous reporting period was within the performance commitment period when goodwill was formed

¨ Applicable Not applicable

Other disclosures

¨ Applicable Not applicable
– 441 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
30. Long-term prepaid expenses
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amortization Provision of
Opening Increase in amount in Other impairment Closing
Items balance current period current period decreases losses balance
Renovation costs of rented store 2,862,660,251.33 280,132,456.12 601,113,137.40 261,351,584.82 19,095,984.91 2,261,232,000.32
Decoration expenses for Nantong Logistics Park project 27,232,970.17 12,278,902.44 7,194,557.47 46,230.28 32,271,084.86
Decoration expenses for East China Logistics Park 10,561,758.79 478,788.99 2,047,930.33 8,992,617.45
Total 2,900,454,980.29 292,890,147.55 610,355,625.20 261,397,815.10 19,095,984.91 2,302,495,702.63

Other notes:

The decrease in long-term prepaid expenses for the year is due to the closure of certain stores.

As stated in Note VII, 74, the Group has made a provision for long-term asset impairment based on the residual value of the asset group related to stores, amounting to RMB83,929,775.72, including a loss from impairment of long-term prepaid expenses of RMB19,095,984.91.

31. Deferred income tax assets/deferred income tax liabilities
(1) Deferred income tax assets not offset
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing balance Opening balance
Deductible Deductible
temporary Deferred temporary Deferred
Items differences tax asset differences tax asset
Provision for impairment of assets 1,065,423,597.99 224,564,688.82 1,022,982,930.42 218,923,655.88
Unrealized profits in internal transaction 17,967,274.91 4,491,818.73 28,258,325.26 7,064,581.31
Deductible loss 1,163,338,051.11 278,018,136.79 2,120,796,624.40 489,896,401.87
Lease liabilities 15,429,510,847.49 3,207,973,110.11 16,620,946,455.26 3,444,682,630.04
Provision for impairment of credit 256,322,532.76 60,263,888.18 224,021,895.98 45,936,716.51
Estimated liabilities 20,928,407.74 3,970,261.70 2,407,083.35 361,062.50
Reward points program 35,524,886.63 6,797,072.18 30,168,728.86 6,319,559.03
Total 17,989,015,598.63 3,786,078,976.51 20,049,582,043.53 4,213,184,607.14
– 442 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(2) Deferred income tax liabilities not offset
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing balance Opening balance
Temporary Temporary
taxable Deferred taxable Deferred
Items difference tax liabilities difference tax liabilities
Estimated value added of the assets in business combination not under same control 323,468,871.86 80,867,217.97 502,024,923.43 125,506,230.86
Profits and losses from changes in fair value 591,995,024.21 139,919,503.91 668,222,799.20 158,910,861.58
One-time deduction of fixed assets 177,129,438.92 33,014,184.07 371,560,344.15 70,400,175.07
Receivable from finance lease payments 58,131,714.98 11,596,643.50 44,102,634.67 9,986,264.27
Right-of-use assets 11,843,353,983.51 2,482,192,036.14 13,186,384,240.43 2,736,149,492.55
Total 12,994,079,033.48 2,747,589,585.59 14,772,294,941.88 3,100,953,024.33
(3) Deferred income tax assets or liabilities listed with thenet amount after being offset
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount not Amount not
Offset in the Closing Balance Offset in the Closing Balance
Period of of Offset Period of of Offset
Deferred Income Deferred Income Deferred Income Deferred Income
Tax Assets and Tax Assets or Tax Assets and Tax Assets or
Items Liabilities Liabilities Liabilities Liabilities
Deferred tax asset 2,672,905,882.80 1,113,173,093.71 2,974,769,914.96 1,238,414,692.18
Deferred tax liabilities 2,672,905,882.80 74,683,702.79 2,974,769,914.96 126,183,109.37
(4) Details of unrecognized deferred tax assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Deductible temporary differences 2,116,332,923.41 2,249,012,729.65
Deductible loss 9,245,677,968.30 7,981,292,888.03
Total 11,362,010,891.71 10,230,305,617.68
– 443 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(5) Deductible losses of unconfirmed deferred income tax assetswill be expired in the following listed year
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Year Closing Balance Opening Balance Comments
Year 2023 677,860,363.11
Year 2024 1,378,421,768.85 1,433,451,155.15
Year 2025 1,161,064,446.27 1,220,976,236.86
Year 2026 2,979,528,314.54 2,400,282,148.31
Year 2027 1,912,125,772.80 2,248,722,984.60
Year 2028 1,814,537,665.84
Total 9,245,677,968.30 7,981,292,888.03 /

Other notes:

¨ Applicable Not applicable
32. Other non-current assets
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 444 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
33. Assets with ownership or usage restrictions
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

**** End of the period Opening
Items Book <br><br>balance Carrying<br><br> value Restricted<br> type Restricted<br> situation Book <br><br>balance Carrying <br><br>value Restricted<br> type Restricted<br> situation
Monetary funds 141,300,533.68 141,300,533.68 Freeze Judicial freeze, deposit 114,492,314.03 114,492,314.03 Freeze Judicial freeze, deposit
Total 141,300,533.68 141,300,533.68 / / 114,492,314.03 114,492,314.03 / /

Other notes:

As of December 31, 2023, cash and cash equivalents with a carrying value of RMB28,990,792.66 (December 31, 2022: RMB28,364,715.91) were used as lease deposit.

As of December 31, 2023, cash and cash equivalents with a carrying value of RMB112,309,741.02 (December 31, 2022: RMB86,127,598.12) were frozen due to litigation.

– 445 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
34. Short-term borrowings
--- ---
(1) Classification of short-term loans
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Credit loan 5,130,220,089.04 6,528,480,368.69
Total 5,130,220,089.04 6,528,480,368.69

Descriptions for categories of short-term loans:

The Group had had no overdue short-term borrowings as of December 31, 2023 and December 31, 2022.

(2) Overdue unliquidated short-term loans
¨ Applicable Not applicable
--- --- --- ---

The significant overdue and unpaid short-term borrowings are as follows:

¨ Applicable Not applicable

Other disclosures

¨ Applicable Not applicable
35. Trading financial liabilities
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
36. Derivative financial liabilities
--- ---
¨ Applicable Not applicable
--- --- --- ---
37. Notes payable
--- ---
(1) List of notes payable
--- ---
¨ Applicable Not applicable
--- --- --- ---
38. Accounts payable
--- ---
(1) Presentation of accounts payable
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Payment for goods 9,816,260,354.84 12,155,435,663.28
Total 9,816,260,354.84 12,155,435,663.28
– 446 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

The Group had had no significant accounts payable with an aging of more than one year as of December 31, 2023 and December 31, 2022.

(2) Significant accounts payable with an aging of over 1 year or overdue
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable
39. Advance receipts
--- ---
(1) Presentation of receivables in advance
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Advance payment of rent and other expenses from the lessee 106,067,963.44 196,630,132.94
Total 106,067,963.44 196,630,132.94

As of December 31, 2023, there had been no significant unearned revenues with an aging of over 1 year.

(2) Significant accounts collected in advance with an aging of more than one year
¨ Applicable Not applicable
--- --- --- ---
(3) Significant changes in the carrying value during the reporting period and the reasons
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable
40. Contract liabilities
--- ---
(1) Contractual liabilities
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Advance payments from customers 4,780,629,293.96 4,725,011,338.79
Reward points program 41,156,582.21 41,497,236.68
Advance payment of supplier service fees 29,055,710.03 60,091,972.32
Total 4,850,841,586.20 4,826,600,547.79
– 447 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(2) Significant contractual liabilities with an aging of over 1 year
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: YuanCurrency: RMB

Items Closing balance Reason for<br> outstanding payment<br> or carry-over
Advance payments from customers 2,173,392,339.45 Fulfillment obligations not occurred
Total 2,173,392,339.45 /
(3) Significant changes in the carrying value during the reporting period and the reasons
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
41. Employee compensation payable
--- ---
(1). List of payrolls payable
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Opening balance Increase in the<br> current period Decrease in the<br> current period Closing balance
I. Short-term payrolls 667,018,347.14 7,146,687,277.27 7,263,166,542.76 550,539,081.65
II. Post-employment welfare – defined contribution plan 86,573,970.43 752,028,657.04 800,723,596.94 37,879,030.53
III. Dismiss welfare 4,722,568.63 49,952,250.57 40,234,887.66 14,439,931.54
Total 758,314,886.20 7,948,668,184.88 8,104,125,027.36 602,858,043.72
(2). List of short-term payrolls
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Opening balance Increase in the<br> current period Decrease in the<br> current period Closing balance
I. Salaries, bonuses, allowances and subsidies 602,994,385.76 6,265,121,582.08 6,374,724,508.31 493,391,459.53
II. Employee services and benefits 6,422,025.46 234,938,680.39 239,227,197.64 2,133,508.21
III. Social Insurance 23,707,660.64 453,305,152.42 456,381,116.74 20,631,696.32
Include: medical insurance premiums 20,690,697.72 422,112,977.67 424,055,113.68 18,748,561.71
Work injury insurance premium 2,077,925.25 22,675,372.25 23,846,752.55 906,544.95
Maternity insurance premiums 939,037.67 8,516,802.50 8,479,250.51 976,589.66
IV. Housing provident fund 6,916,474.57 151,487,241.51 152,561,491.99 5,842,224.09
V. Labor union expenditure and employee education expenses 26,977,800.71 41,834,620.87 40,272,228.08 28,540,193.50
Total 667,018,347.14 7,146,687,277.27 7,263,166,542.76 550,539,081.65
– 448 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(3). List of defined contribution plans
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Opening balance Increase in the<br> current period Decrease in the<br> current period Closing balance
1. Basic endowment insurance 83,971,524.37 727,092,511.63 774,495,323.67 36,568,712.33
2. Unemployment insurance premium 2,602,446.06 24,936,145.41 26,228,273.27 1,310,318.20
Total 86,573,970.43 752,028,657.04 800,723,596.94 37,879,030.53

Other notes:

Applicable ¨ Not applicable
42. Taxes payable
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency:RMB

Items Closing balance Opening balance
VAT 152,072,740.55 138,180,271.36
Corporate Income Tax 22,148,345.90 22,720,511.72
Personal income tax 11,793,228.40 15,330,684.42
Urban maintenance and construction tax 9,338,612.66 8,421,980.54
Maintenance fees for river and sea embankments 19,298,999.79 22,197,289.42
Housing property tax 4,357,111.68 3,417,321.03
Education Surcharge 7,772,496.16 6,991,849.55
Others 18,667,333.83 12,346,822.24
Total 245,448,868.97 229,606,730.28

43. Other payables
(1). Itemized list
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Other payables 1,725,134,598.87 1,899,603,590.71
Total 1,725,134,598.87 1,899,603,590.71

Other notes:

¨ Applicable Not applicable
(2). Interest payable
--- ---

List by categories

¨ Applicable Not applicable
– 449 –
APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP

Overdue significant payable interest:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable

(3). Dividends payable

List by categories

¨ Applicable Not applicable
(4). Other payables
--- ---

Other payables listed by nature of payment

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Accrued expenses for store rent, electricity, freight, and other expenses 982,418,440.74 1,016,060,791.93
Equipment and engineering payments 139,990,137.09 210,137,462.48
Deposits and guarantees 443,441,619.45 445,267,593.23
Others 159,284,401.59 228,137,743.07
Total 1,725,134,598.87 1,899,603,590.71

As of December 31, 2023, the Group had had no significant other payables with an aging of over 1 year.

Significant other payables with an aging of more than one year or overdue

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
44. Liabilities held for sale
--- ---
¨ Applicable Not applicable
--- --- --- ---
45. Non-current liabilities due within one year
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Long-term borrowings due within one year 300,334.58 141,246,585.00
Lease liabilities due within 1 year 1,792,051,529.61 1,870,617,070.60
Total 1,792,351,864.19 2,011,863,655.60
– 450 –
APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP
46. Other current liabilities
--- ---

Other current liabilities

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Amount of tax to be written off 457,882,012.38 460,794,502.35
Total 457,882,012.38 460,794,502.35

The increases and reductions of short-term bonds payable:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
47. Long-term borrowings
--- ---
(1). Classification of long-term loans
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Credit loan 349,889,789.58 2,070,085,001.67
Total 349,889,789.58 2,070,085,001.67

Other notes:

¨ Applicable Not applicable
48. Bonds payable
--- ---
(1). Bonds payable
--- ---

¨ Applicable Not applicable

(2). Specifics of payable bonds: (excluding preferred shares, perpetual bonds, and other financial instruments classified as financialliabilities)

¨ Applicable Not applicable
(3). Explanation of convertible bonds
--- ---

¨ Applicable Not applicable

Accounting treatment and basis for judgment of conversion rights

¨ Applicable Not applicable
– 451 –
APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP
(4). Description on other financial instruments classified as financial liabilities
--- ---

Basic information of Preferred Shares, Perpetual Capital Securities and other financial instruments issued to the public

¨ Applicable Not applicable

Table of change in Preferred Shares, Perpetual Capital Securities and other financial instruments issued to the public

¨ Applicable Not applicable

Descriptions of the other financial tools in financial liabilities:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
49. Lease liabilities
--- ---

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Houses and buildings 22,573,513,713.62 24,981,451,232.22
Less: Lease liabilities due within one year 1,792,051,529.61 1,870,617,070.60
Total 20,781,462,184.01 23,110,834,161.62
50. ****Long-termpayables
--- ---

Itemized list


¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable

Long-term accounts payable

(1). List of long-term payables according to nature of funds
¨ Applicable Not applicable
--- --- --- ---

Special accounts payable

(1). Special payables categorized by nature of payment
¨ Applicable Not applicable
--- --- --- ---
51. Long-term payroll payable
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 452 –
APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP
52. Estimated liabilities
--- ---

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Opening balance Closing balance Cause
Pending Litigation and Arbitration 7,383,565.56 37,797,080.80 Litigation involved
Total 7,383,565.56 37,797,080.80 /

Other descriptions, including the descriptions of relevant important assumptions and estimations of important accrued liabilities:

The year-end balance of contingent liabilities arises from disputes related to house lease and payment of goods.

53. Deferred income

Deferred income

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Opening <br><br>balance Increase in<br> the current<br> period Decrease in<br> the current<br> period Closing<br> balance Cause
Governmental subsidy 104,500,259.85 4,562,995.50 9,592,355.43 99,470,899.92 Received governmental subsidy related to assets
Total 104,500,259.85 4,562,995.50 9,592,355.43 99,470,899.92 /

Other notes:

¨ Applicable Not applicable
54. Other non-current liabilities
--- ---

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Related party borrowing 46,931,643.83
Total 46,931,643.83

In the fiscal year 2023, the Group’s subsidiary extended loans to ParknShop (China) Investment Co., Ltd. totaling RMB46,250,000.00, with an interest rate of 4.75% and due on May 8, 2026. The original total loan amount was RMB46,250,000.00, with an interest rate of 4.75% and a start date of May 9, 2019, due on May 8, 2023.

– 453 –
APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP
55. Capital stock
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase/Decrease (+, -)
Opening balance New<br><br> issue Share<br> donation Share <br><br>converted from reserved funds Others Subtotal Closing balance
Total number of shares 9,075,036,993.00 9,075,036,993.00

Other notes:

There was no change in share capital during the current year.

56. Other equity instruments
(1). Basic information of Preferred Shares, Perpetual Capital Securities and other financial instruments issued to the public
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Table of change in Preferred Shares, Perpetual Capital Securities and other financial instruments issued to the public
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other descriptions for change situations and reasons on increase and decrease of equity instruments in current period, and relevant accounting treatment basis:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
57. Capital reserves
--- ---

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Opening balance Increase<br> in the<br> current period Decrease<br> in the<br> current period Closing balance
Capital premium (share capital premium) 3,372,208,364.38 3,372,208,364.38
Other capital reserves 919,914,177.48 23,202,621.79 943,116,799.27
Total 4,292,122,541.86 23,202,621.79 4,315,325,163.65

Other descriptions, including the descriptions for change situations and reasons on increase and decrease in current period:

*Note:*As stated in Note VII 19 note 1, the related matters have resulted in an increase in Others of RMB23,202,621.79 in capital surplus

– 454 –
APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP
58. Treasury stock
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Opening balance Increase in the current period Decrease in the current period Closing balance
Equity incentive buyback 263,483,654.25 225,284,643.05 488,768,297.30
Total 263,483,654.25 225,284,643.05 488,768,297.30

Other descriptions, including the descriptions for change situations and reasons on increase and decrease in current period:

On August 8, 2022, the Company held the 3rd meeting of the fifth Board of Directors and approved the Proposal on Repurchasing Shares through centralized bidding trading. It was decided to use own funds not exceeding RMB700 million to repurchase shares at a price not exceeding RMB5 per share, with the buyback period from August 8, 2022 to August 7, 2023. In 2023, the Company bought back 64,395,100 shares through centralized bidding at a price of RMB225,284,643.05. As of December 31, 2023, the Company has cumulatively bought back 149,999,828 shares through centralized bidding, accounting for 1.65% of the total share capital of the Company. The lowest transaction price was RMB2.86 per share, and the highest transaction price was RMB3.54 per share. The total amount paid for the buy-back was RMB488,768,297.30.

– 455 –
APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP
59. Other comprehensive income
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Amount of current period
Items Opening<br><br> balance Amount<br><br> before income<br><br> tax in the<br><br> current<br><br> period Less:<br><br> transferring<br><br> other<br><br> comprehensive<br><br> income<br><br> recorded in the<br><br> last period into<br><br> the profit and<br><br> loss of current<br><br> period Less:<br><br> transferring<br><br> other<br><br> comprehensive<br><br> income<br><br> recorded in the<br><br> last period into<br><br> the retained<br><br> earnings of<br><br> current period Less:<br> income<br><br> tax expense Attributable<br><br> to parent<br><br> company<br><br> after tax Attributable<br><br> to minority<br><br> shareholders<br><br> after tax Closing<br><br> balance
I.<br> Other comprehensive income that cannot be re-classified into profits and losses
II. Other comprehensive<br> income to be re-classified into profits and losses 440,260.72 4,633,452.70 4,633,452.70 5,073,713.42
Including: other<br> comprehensive incomes that can be transferred into profit and loss under the equity method 785,921.18 4,617,660.61 4,617,660.61 5,403,581.79
Balance arising<br> from the translation of foreign currency financial statements -345,660.46 15,792.09 15,792.09 -329,868.37
Total of other<br> comprehensive income 440,260.72 4,633,452.70 4,633,452.70 5,073,713.42

Other descriptions: including the descriptions for the adjustment of transferring losses and profits of cash flow hedging in force into initially recognized amount of arbitrage project:

None

– 456 –
APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP
60. Special reserves
--- ---
¨ Applicable Not applicable
--- --- --- ---
61. Surplus reserves
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Opening balance Increase in the current period Decrease in the current period Closing balance
Statutory surplus reserve 1,113,275,260.54 19,565,389.42 1,132,840,649.96
Total 1,113,275,260.54 19,565,389.42 1,132,840,649.96

Surplus reserves descriptions, including the descriptions for change situations and reasons on increase and decrease in current period:

*Note:*according to the Company Law and the article of associations, the statutory surplus reserve is appropriated by the Company by 10% of the net                     profit. Once the cumulative amount of statutory surplus reserves exceeds 50% of the registered capital of the Company, no further appropriation is                     needed.

After appropriating the legal accumulation fund, the Company is allowed to appropriate any accumulation fund. Upon approval, the Company may convert its Discretionary Surplus Reserves to make good previous years’ losses or to increase the capital of the Company.

62. Undistributed profits
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Current period Last period
Undistributed profits at the end of last period before adjustment -6,751,820,069.61 -3,797,684,715.49
Total opening undistributed profits during adjustment (increase is indicated by “+”, and decrease is indicated by “-”)
Undistributed profits at the beginning of the year after adjustment -6,751,820,069.61 -3,797,684,715.49
Add: net profit attributable to the owner of parent company in current period -1,329,052,123.15 -2,763,166,060.87
Less: appropriation to statutory surplus reserves 19,565,389.42 9,468,553.39
Ordinary stock dividends payable 181,500,739.86
Undistributed profit at the end of the period -8,100,437,582.18 -6,751,820,069.61
63. Operating revenue and operatingcosts
--- ---
(1). Operating revenue and costs
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of current period Amount of last period
Items Revenue Cost Revenue Cost
Main business 73,709,989,888.84 61,679,645,003.43 84,128,127,095.62 72,065,720,723.20
Other business 4,932,181,688.17 260,174,457.55 5,962,692,300.52 294,869,404.88
Total 78,642,171,577.01 61,939,819,460.98 90,090,819,396.14 72,360,590,128.08
– 457 –
APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP
(2). Operating Revenue Deduction Statement
--- ---

Unit: ’0,000  Yuan Currency: RMB


Items Current year Specific deductions Last year Specific deductions
Operating revenue amount 7,864,217.16 9,009,081.94
Total amount of deducted items from operating revenue 15,327.82 21,709.14
Percentage of total amount of items deducted from operating income to operating income (%) 0.19 / 0.24 /
I.  Non-core Business Income
1. Other business income unrelated to normal operations. such as rental of fixed assets, intangible assets, packing materials, sale of materials, non- monetary asset exchanges using materials, income from entrusted management services, and other income included in the main operating income but unrelated to the normal operations of the listed company. 12,440.33 Income from selling waste paper and scraps of RMB124.4033 million 17,688.57 Sales revenue from waste paper and scraps: RMB176.4799 million, as well as trustee fee income of RMB0.4058 million
2. Income from non-qualified financial business activities, such as interests income from funds borrowed; income generated from non- qualified financial businesses introduced in the current and previous fiscal years, such as guarantee, factoring, microloans, finance leasing, pawnbroking, etc., excluding finance leasing activities conducted for the purpose of selling main products.
3. Income generated from new trade business in the current and previous fiscal years.
– 458 –
APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP
Items Current year Specific deductions Last year Specific deductions
--- --- --- --- --- --- ---
4. Income generated from related-party transactions unrelated to the Company’s existing normal business operations. 2,887.49 This part includes income earned by the Group from providing financial sharing services and information system services to related parties, which is unrelated to the core business and is deducted. 4,020.57 This part includes income earned by the Group from providing financial sharing services and information system services to related parties, which is unrelated to the core business and is deducted.
5. Income of subsidiary companies consolidated under the same control from the beginning of the period to the consolidation date.
6. Income generated from business activities that have not formed or have difficulty forming a stable business model.
Subtotal of non-core business income 15,327.82 21,709.14
II. Income without Substantive Commercial Nature
1. Income generated from transactions or events that do not significantly change the future cash flow of the company in terms of risk, timing, or amount.
2. Income generated from transactions without genuine business activities. such as false income realized through self- trading, and false income generated through the use of internet technology or other methods to construct transactions.
3. Income generated from business activities with unfair transaction prices.
4. Income generated from subsidiary companies or businesses acquired during the current fiscal year at unfair consideration or non-transaction methods.
5. Income<br> involved in non-standard audit opinions in the audit report.
– 459 –
APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP
Items Current year Specific deductions Last year Specific deductions
--- --- --- --- --- --- ---
6. Income generated from other transactions or events without commercial rationality.
Subtotal of income without substantive commercial nature
III. Other Income Unrelated to or without Substantive Commercial Nature of the Core Business
Operating revenue after deductions 7,848,889.34 8,987,372.80
Note 1: The<br>non-operating income deducted in the current year includes revenue from sales of waste paper and scraps amounting to RMB124.4033 million<br>(2022: RMB176.4799 million), as well as trust fee income not obtained from entrusted operations in the current year (2022: RMB405,800).<br>Yonghui Superstores Co., Ltd.’s main business includes the sale of fresh products, food supplies, clothing, and related promotional<br>services, logistics and distribution, property purchase and rental, etc. The above-mentioned income is unrelated to the core business<br>and is deducted.
--- ---
Note2: The non-operating<br>income deducted in the current year, which is unrelated to the existing normal operating business, generated from related-party transactions<br>amounts to RMB28.8749 million (2022: RMB40.2057 million). This portion represents income obtained by the Group from providing financial<br>shared services and information system services to related parties, which are unrelated to the main business and therefore deducted.
--- ---
Note 3: The Group’s factoring and small loans business has been conducted since 2017 and is not a newly added<br>non-financial business in the current and previous fiscal years, so the related income does not require deduction.
--- ---
Note4: Apart from the above,<br>the Group has no other non-core business income or income without substantive commercial nature that needs to be deducted.
--- ---
(3). Breakdown of operating revenue and operating cost
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Group Total
Operating Operating
Contract classification revenue Operating costs revenue Operating costs
Product type
Fresh and processed products 33,064,238,470.36 28,712,538,717.71 33,064,238,470.36 28,712,538,717.71
Food supplies 40,645,751,418.48 32,967,106,285.72 40,645,751,418.48 32,967,106,285.72
Others 3,716,781,922.38 27,516,467.23 3,716,781,922.38 27,516,467.23
Lease income 1,215,399,765.79 232,657,990.32 1,215,399,765.79 232,657,990.32
By operating region
Southeast China 13,614,469,720.68 10,901,590,751.73 13,614,469,720.68 10,901,590,751.73
North China 8,319,001,336.28 6,545,180,919.11 8,319,001,336.28 6,545,180,919.11
East China 18,310,866,417.72 14,450,083,592.29 18,310,866,417.72 14,450,083,592.29
West China 15,597,448,839.24 12,073,319,143.70 15,597,448,839.24 12,073,319,143.70
Southwest China 12,729,768,681.05 9,969,578,942.68 12,729,768,681.05 9,969,578,942.68
South China 3,668,001,023.43 2,889,596,453.81 3,668,001,023.43 2,889,596,453.81
Central China 6,402,615,558.61 5,110,469,657.66 6,402,615,558.61 5,110,469,657.66
Classification by time of transfer of goods
Transfer at a certain time point 73,848,870,201.92 61,679,645,003.43 73,848,870,201.92 61,679,645,003.43
Transfer within a certain period of time 3,577,901,609.30 27,516,467.23 3,577,901,609.30 27,516,467.23
Lease income 1,215,399,765.79 232,657,990.32 1,215,399,765.79 232,657,990.32
Total 78,642,171,577.01 61,939,819,460.98 78,642,171,577.01 61,939,819,460.98
– 460 –
APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP

Other disclosures

Applicable ¨ Not applicable

The income recognized in current year and included in the opening book value of contract liabilities are as follows:

Unit: Yuan Currency: RMB

Year 2023 Year 2022
Recognition of revenue at a specific point in time 2,017,065,078.68 2,605,793,511.81

(4). Description of performance obligations
¨ Applicable Not applicable
--- --- --- ---
(5). Description of allocating to the residual fulfillment obligations
--- ---
¨ Applicable Not applicable
--- --- --- ---
(6). Major contract changes or significant adjustment of transaction prices
--- ---
¨ Applicable Not applicable
--- --- --- ---
64. Taxes and surcharges
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Amount of<br> current period Amount of<br> last period
Urban maintenance and construction tax 55,987,329.40 42,820,977.85
Education Surcharge 43,309,275.12 30,507,599.49
Housing property tax 29,160,433.56 27,787,249.03
Land use tax 5,634,244.18 6,435,328.01
Stamp duty 49,482,768.72 58,209,315.28
Foundation for water works 22,586,626.55 28,281,587.08
Others 11,754,361.71 10,248,627.51
Total 217,915,039.24 204,290,684.25
65. Sales expenses
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Amount of<br> current period Amount of<br> last period
Employee compensation 6,433,510,959.89 6,894,456,729.72
Depreciation and amortization 3,018,996,871.52 3,352,286,549.67
Water and electricity fees and fuel expenses 1,454,147,113.82 1,435,149,314.69
Freight and warehousing service fees 960,425,686.80 1,124,809,975.36
Rent and property management fees 655,803,824.33 646,063,414.92
Business publicity expense 435,038,229.37 523,708,654.82
Cleaning fees 400,412,211.78 459,319,319.85
Low-cost consumables 319,356,416.90 383,679,370.32
Repair fees 178,878,942.67 290,459,146.49
Platform service fee 413,819,204.49 324,353,724.68
Office expenses such as car, travel, and communication expenses 144,904,993.94 164,065,892.28
Others 264,838,983.93 251,385,598.09
Total 14,680,133,439.44 15,849,737,690.89
– 461 –
APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP

66. Administrative expenses
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Amount of<br> current period Amount of<br> last period
Employee compensation 1,171,849,432.46 1,306,796,064.66
Depreciation and amortization 310,346,749.51 316,565,974.34
Costs of wear and tear of commodities 175,493,033.32 189,586,964.39
Rent and property management fees 7,319,793.85 23,359,209.11
Office expenses such as car, travel, and communication expenses 92,808,902.31 76,451,781.43
Consulting, audit, legal, and other intermediary service expenses 26,431,464.93 41,561,506.24
Low-cost consumables 18,696,546.37 30,102,567.07
Others 84,200,033.53 61,992,033.69
Total 1,887,145,956.28 2,046,416,100.93
67. Research and development expenses
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Amount of<br> current period Amount of<br> last period
Employee compensation 279,212,442.36 419,095,163.99
Depreciation and amortization 31,938,966.34 35,174,423.30
Office expenses such as car, travel, and communication expenses 7,115,843.23 24,573,999.83
Low-cost consumables 886,829.36
Others 2,168,018.56
Total 318,267,251.93 481,898,435.04
68. Financial expenses
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Amount of<br> current period Amount of<br> last period
Interest expense 1,280,427,957.39 1,556,082,561.75
Less: interest income 114,344,551.59 201,725,230.95
Exchange gains and losses -893,679.55 -2,057,174.07
Service fees and others 157,862,778.86 185,897,135.79
Total 1,323,052,505.11 1,538,197,292.52
Note: This year, interest expenses include interest expenditure on lease liabilities amounting to RMB1,128,478,683.54.
--- ---
– 462 –
APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP
69. Other income
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Classification by nature Amount of<br> current period Amount of<br> last period
Governmental subsidies related to daily activities 183,265,521.59 208,831,135.67
Return of individual income tax withheld service changes withheld and remitted 2,250,880.96 3,116,184.84
Total 185,516,402.55 211,947,320.51
70. Investment income
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Amount of<br> current period Amount of<br> last period
Equity method accounted long-term equity  investment income/(loss) 109,227,298.46 -49,507,225.29
Investment income/(loss) from disposal of long-term equity investments 863,324.20 -28,804,251.10
Investment income/(loss) from trading financial assets 286,203,306.86 -26,966,353.53
Total 396,293,929.52 -105,277,829.92
71. Income from net exposure hedging
--- ---
¨ Applicable Not applicable
--- --- --- ---
72. Fair value changes in equity investments
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Sources generating income from changes<br><br> in fair value Amount of<br> current period Amount of<br> last period
Trading financial assets -76,342,984.38 -601,461,962.47
Other non-current financial assets 6,781,795.03
Total -76,342,984.38 -594,680,167.44

73. Impairment loss

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Amount of<br> current period Amount of<br> last period
Bad debt loss of accounts receivable 37,952,272.67 44,438,621.48
Bad debt loss of other receivables 17,289,461.71 17,540,867.49
Bad debt losses on loans 36,198,200.29 45,246,646.85
Bad debt losses on factored receivables -2,565,671.68 12,734,502.35
Total 88,874,262.99 119,960,638.17
– 463 –
APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP
74. Asset impairment loss
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Amount of<br> current period Amount of<br> last period
I. Impairment Loss on Long-term Equity Investments 436,220,043.25 196,826,745.04
II. Impairment Loss on Fixed Assets 7,794,559.52 52,736,374.45
III. Impairment loss of intangible assets 2,933,333.33 1,140,000.00
IV. Impairment Loss on Right-of-use Assets 57,039,231.29 314,554,050.92
V. Impairment Loss on Long-term Prepaid Expenses 19,095,984.91 69,950,490.22
Total 523,083,152.30 635,207,660.63

Other notes:

In 2023, some stores operated by the Group did not meet expectations, and there were indications of impairment for long-term assets (including fixed assets, right-of-use assets, and long-term prepaid expenses) of these stores. The Group conducted impairment testing on the aforementioned long-term assets with the stores as asset groups and made impairment provisions for the asset groups related to the stores where the recoverable amount was lower than the carrying amount. The recoverable amount is determined based on the higher of the present value of expected future cash flows and the fair value less disposal costs of the asset group. When determining the present value of the estimated future cash flows of the asset groups, the Group used an income growth rate and gross margin rate based on historical experience and forecasts of market development. A discount rate of 11.0% (December 31, 2022: 11.0%) was used to reflect the specific risks of the relevant assets.

75. Gains on disposal of assets
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Amount of<br> current period Amount of<br> last period
Loss on disposal of fixed assets 6,982,614.68 -28,166,889.98
Disposal loss on intangible assets -3,055,990.60 -13,017.82
Gains on disposals of rights-of-use-assets 350,942,576.58 363,888,069.30
Total 354,869,200.66 335,708,161.50
76. Non-operating income
--- ---

Non-operating income

Applicable ¨ Not applicable

Unit: YuanCurrency: RMB

Items Amount of<br> current period Amount of<br> last period Amount included in<br> the non-recurring<br> profit and loss of<br> the current period
Compensation income 166,513,088.06 192,231,769.01
Cash overage 709,862.07 857,859.48
Accounts payable that can’t be paid 56,899,194.05 82,100,945.92 56,899,194.05
Others 57,575,074.63 56,902,735.11 57,575,074.63
Total 281,697,218.81 332,093,309.52 114,474,268.68
– 464 –
APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP

Governmental subsidies included in current profits and losses

Other notes:

¨ Applicable Not applicable

77. Non-operating expenses
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Amount of<br> current period Amount of<br> last period Amount included in<br> the non-recurring<br> profit and loss of<br> the current period
Total losses on disposal of non-current assets 98,040,812.38 127,897,871.37 98,040,812.38
External donation 438,215.57 2,598,649.60 438,215.57
Compensation and litigation expenses, etc 57,318,005.52 108,549,070.21 57,318,005.52
Others 11,535,252.04 13,741,763.02 11,535,252.04
Total 167,332,285.51 252,787,354.20 167,332,285.51

78. Income tax expense
(1). Table of income tax expenses
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Amount of<br> current period Amount of last<br> period
Current income tax expenses 29,570,252.92 30,300,421.54
Deferred income tax expenses 73,742,191.89 -249,101,273.39
Total 103,312,444.81 -218,800,851.85

(2). Adjustment of accounting profits and income tax expenses
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB


Items Amount of<br> current period
Total profit -1,361,418,009.61
Income tax expense calculated as per legal/applicable tax rate -340,354,502.40
Impact on different applicable rates in subsidiary -24,318,363.25
Impact on adjustment of income tax in last period -2,569,764.17
Impact on nontaxable income -68,420,614.71
Impact on nondeductible cost, expense and loss 5,000,568.18
Impact on deductible loss of unrecognized assets from deferred income tax in the previous period -23,219,584.97
Impact on deductible transient difference or deductible loss of unconfirmed assets from deferred income tax in the current period 587,600,524.27
Profit/(Loss) attributable to Cooperative Enterprises and Joint Ventures -30,405,818.14
Income tax expenses 103,312,444.81
– 465 –
APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP

Other notes:

¨ Applicable Not applicable
79. Other comprehensive income
--- ---
Applicable ¨ Not applicable
--- --- --- ---

See Note VII, 59 of the financial statements for details

80. Cash flow statement items
(1). Cash relating to operating activities
--- ---

Other cash received relating to operating activities

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Amount of<br> current period Amount of<br> last period
Governmental subsidy 180,487,042.62 198,077,290.57
Interest income of bank deposit 171,651,765.42 236,474,211.69
Income from compensation, etc. 166,513,088.06 192,231,769.01
Deposits and guarantees, etc. 73,008,834.85 67,761,561.38
Cash overage 709,862.07 857,859.48
Repayments of loans from small loan and factoring companies in Chongqing 873,958,781.46 633,902,529.57
Others 57,575,074.63 56,902,735.11
Total 1,523,904,449.11 1,386,207,956.81

Other cash paid relating to operating activities

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Amount of<br> current period Amount of<br> last period
Sales expenses, administrative expenses, and research and development expenses 5,632,009,282.98 5,990,148,571.44
Financial expenses – financial service fees 157,161,863.84 185,897,135.79
Expenditure on donation 438,215.57 2,598,649.60
Penalties, compensation, overdue fine and other non-operating expenses 38,439,742.32 118,535,527.02
Deposits and reserves, etc. 1,825,973.78 26,438,008.09
Payment of letters of guarantee and security for costs 26,182,142.90
Total 5,856,057,221.39 6,323,617,891.94

– 466 –

APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP

(2). Cash relating to investment activities

Cash received relating to important investment activities

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Amount of<br> current period Amount of<br> last period
Cash received from the transfer of trading financial assets, other equity investments, and the recovery of long-term equity investments 421,011,225.76 1,218,210,833.38
Joint venture dividends 159,535,200.00 29,998,400.00
Financial products recovered 2,430,585,269.62 1,942,083,905.78
Receipt of investment income from financial management 262,422,634.41 365,978,129.93
Total 3,273,554,329.79 3,556,271,269.09

Cash paid relating to important investment activities

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Amount of<br> current period Amount of<br> last period
Purchase of bank wealth management, asset management, and trust products 2,360,000,000.00 2,450,000,000.00
Total 2,360,000,000.00 2,450,000,000.00

Other cash received relating to investment activities

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Amount of<br> current period Amount of<br> last period
Financial products recovered 2,430,585,269.62 1,942,083,905.78
Receipt of investment income from financial management 262,422,634.41 365,978,129.93
Total 2,693,007,904.03 2,308,062,035.71

Other cash paid relating to investment activities

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Amount of<br> current period Amount of<br> last period
Purchase of bank wealth management, asset management, and trust products 2,360,000,000.00 2,450,000,000.00
Total 2,360,000,000.00 2,450,000,000.00

– 467 –

APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP

(3). Cash relating to financing activities

Other cash received relating to financing activities

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Amount of<br> current period Amount of<br> last period
Receipt of lease payments from finance leases 79,951,033.98 54,280,019.15
Total 79,951,033.98 54,280,019.15

Other cash paid relating to financing activities

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Amount of<br> current period Amount of<br> last period
Share buy-backs 225,284,643.05 263,483,654.25
Cash paid to acquire minority interests 2,980,000.00
Payment of fixed rent for non-exempt lease contracts 2,956,330,441.50 3,046,511,329.10
Total 3,181,615,084.55 3,312,974,983.35

Changes in liabilities generated from financing activities

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

**** Increase in the current period Decrease in the current period
Items Opening balance Cash changes Non-cash<br> changes Cash changes Non-cash<br> changes Closing balance
Short-term loans 6,528,480,368.69 6,200,000,000.00 124,337,871.49 7,722,598,151.14 5,130,220,089.04
Short-term borrowings and long-term borrowings due within one year 2,211,331,586.67 27,611,402.36 1,888,752,864.87 350,190,124.16
Lease liabilities due within one year and lease liabilities 24,981,451,232.22 2,436,174,687.10 2,956,330,441.50 1,887,781,764.20 22,573,513,713.62
Total 33,721,263,187.58 6,200,000,000.00 2,588,123,960.95 12,567,681,457.51 1,887,781,764.20 28,053,923,926.82
(4). Explanation of reporting cash flows on a net basis
--- ---
¨ Applicable Not applicable
--- --- --- ---

(5). Significant activities and financial effects that do not involve cash inflows or outflows in the current period but affect thefinancial position of the enterprise or may affect the future cash flows of the enterprise
¨ Applicable Not applicable
--- --- --- ---
– 468 –
APPENDIX II FINANCIALINFORMATION OF THE TARGET GROUP
81. Supplementary information for cash flow statement
--- ---
(1). Supplementary data to cash flow statement
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Supplementary information Amount of<br> current period Amount of<br> last period
1. Cash flows converted from net profits for business operation activities:
Net profit -1,464,730,454.42 -2,999,674,942.55
Plus: provision for impairment of assets 523,083,152.30 635,207,660.63
Credit impairment loss 88,874,262.99 119,960,638.17
Depreciation of fixed assets, depreciation of oil & gas assets, and depreciation of productive biological assets 695,537,781.30 834,245,791.32
Amortization of right-of-use assets 1,989,750,727.60 2,165,542,154.48
Amortisation of intangibles 290,982,888.87 286,456,187.95
Depreciation and amortization of investment properties 10,805,136.72 10,807,004.14
Amortization of long-term deferred expenses 610,355,625.20 675,107,070.50
Losses on the disposal of fixed assets, intangible assets and other long-term assets (profit is indicated by “-”) -354,869,200.66 -335,708,161.50
Loss on scrapping of fixed assets (profit is indicated by “-”) 98,040,812.38 127,897,871.37
Loss on changes in fair value (profit is indicated by “-”) 76,342,984.38 594,680,167.44
Financial expenses (profit is indicated by “-”) 1,280,235,192.86 1,554,025,387.68
Investment loss (profit is indicated by “-”) -396,293,929.52 105,277,829.92
Decrease in deferred income tax assets (increase is indicated by “-”) 125,241,598.47 -202,389,523.47
Increase in deferred income tax liabilities (decrease is indicated by “-”) -51,499,406.58 -46,711,749.92
Decrease of inventory (increase is indicated by “-”) 2,197,606,958.87 324,901,709.72
Decrease of operational receivables (increase is indicated by “-”) 1,300,791,364.07 1,659,712,792.97
Increase in operational payables (decrease is indicated by “-”) -2,479,724,814.80 364,857,172.10
Others 28,350,274.80 -10,114,723.73
Net cash flow from operating activities 4,568,880,954.83 5,864,080,337.22
2. Major investment and financing activities that do not involve cash receipts and payments:
Conversion of debts into capital
Convertible bonds due within one year
Fixed assets under financing lease
3. Net change in cash and cash equivalents:
Closing balance of cash 5,696,636,200.67 7,443,008,300.63
Minus: opening balance of cash 7,443,008,300.63 8,643,661,498.06
Add: closing balance of cash equivalents
Minus: opening balance of cash equivalents
Net increase in cash and cash equivalents -1,746,372,099.96 -1,200,653,197.43
(2). Net cash paid in current period and acquired from subsidiary
--- ---
Applicable ¨ Not applicable
--- --- --- ---
– 469 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(3). Net cash received from disposal of subsidiaries during the current period
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount
Cash<br> or cash equivalents received for disposal of subsidiaries during the current period 16,218,914.55
Less: cash and cash<br> equivalents held by subsidiaries on the date of losing the control right
Add: cash or cash<br> equivalents received for disposal of subsidiaries in the last period
Net cash received<br> from the disposal of subsidiaries 16,218,914.55
(4). Composition of cash and cash equivalents
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing<br> balance Opening<br> balance
I.Cash 5,696,636,200.67 7,443,008,300.63
Including: cash on hand 72,725,636.77 79,642,654.48
Bank deposit ready for payment at any time 5,376,687,857.46 6,824,286,681.92
Other monetary funds ready for payment at any time 247,222,706.44 539,078,964.23
II. Cash equivalents
Including: bond investments due in three months
III. Closing balance of cash and cash equivalents 5,696,636,200.67 7,443,008,300.63
Including: restricted cash and cash equivalents used by parent<br> company or subsidiaries 141,300,533.68 114,492,314.03
(5). Situation where the use of cash and cash equivalents is restricted but still presented as cash and cash equivalents
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of
Items current<br> period Reason
Monetary<br> funds 112,309,741.02 Judicial frozen
Monetary funds 28,990,792.66 Deposit
Total 141,300,533.68 /
(6). Monetary funds other than cash and cash equivalents
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
– 470 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
82. Notes to items in statement of changes in equity
--- ---

Description for adjustment on item name of “Others”, adjustment amount and other matters at the end of last year:

¨ Applicable Not applicable
83. Foreign currency monetary items
--- ---
(1). Monetary items of foreign currency
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan

Closing balance
Conversion converted<br> into
Items exchange<br> rate RMB
Monetary<br> funds
1,267,997.03 7.08 8,977,418.97
HKD 29,144,187.00 0.91 26,521,210.17
16,742.56 9.04 151,352.74
33 0.05 1.65
18,386.24 7.86 144,515.85
CAD 0.17 5.37 0.91
AUD 0.07 4.85 0.34
Account<br> receivable
2,475.58 7.86 19,458.06
19,492.70 9.04 176,214.01
Accounts<br> payable
2,828,724.54 7.08 20,027,369.74
452,041.84 7.86 3,553,048.86
AUD 66,872.24 4.85 324,330.36
CAD 47,650.73 5.37 255,884.42
19,338.55 9.04 174,820.49

All values are in US Dollars.

(2). Descriptions of entities running businesses overseas: including description of main operating place, recording currency and selection basis, and the reason for change of recording currency of major entities running businesses overseas
Applicable ¨ Not applicable
--- --- --- ---
84. Leases
--- ---
(1) As lessee
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Year 2023 Year 2022
Interest expenses on lease liabilities 1,128,478,683.54 1,257,899,530.25
Simplified approach for recognizing short-term lease expenses<br> in profit or loss 93,506,251.20 97,962,295.48
Variable lease payments not included in the measurement of<br> lease liabilities 24,405,117.78 28,916,339.16
Income from the sublease of the right to use<br> the assets 1,215,399,765.79 1,276,613,499.74
Total cash outflow related to lease 3,070,811.423.54 3,173,389,963.74
– 471 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Note: The lease assets leased by<br> the Group include buildings and structures, machinery and equipment, transportation equipment, and other equipment used in the operation<br> process. The lease terms for buildings and structures are usually 5-20 years, while the lease terms for machinery and equipment,<br> transportation equipment, and other equipment are usually 1 year. The lease agreements usually stipulate that the area of leased<br> assets subleased by the Group shall not exceed a certain percentage. Some lease agreements include renewal options, termination options,<br> and variable lease payment terms. Impact of variable lease terms on future potential cash outflows see “Future potential cash<br> outflows not included in lease liability measurement”.
--- ---

Variable lease payments not included in the measurement of lease liabilities

Applicable ¨ Not applicable

The potential future cash outflows that are not included in the measurement of lease liabilities by the Group mainly arise from the risk exposures, such as variables lease payments, renewal and termination options in lease contracts, lease residual value guarantees, and leases committed but not yet commenced.

Variable lease payments

Many of the Group’s real estate leases include variable lease payment terms that are linked to the sales generated from the leased properties. The purpose of incorporating these terms, whenever possible, is to align lease payments with the stores that generate higher cash flows.

Leases that have been committed but not yet commenced

The anticipated future cash outflows for leases committed but not yet commenced by the Group are as follows:

Unit: Yuan Currency: RMB

Items Year<br> 2023 Year<br> 2022
Within 1 year (including 1 year) 9,653,725.75 5,523,294.23
1-2 years (including 2 years) 9,611,881.52 9,021,158.85
2-3 years (including 3 years) 9,813,489.13 10,161,586.54
Over 3 years 30,419,809.90 125,916,598.16
Total 59,498,906.30 150,622,637.78

Right-of-use assets, as disclosed in Note VII, 27; simplified treatment of short-term leases, as disclosed in Note V, 38; lease liabilities, as disclosed in Note VII, 49.

Lease expenses for the simplified treatment of short-term leases or leases of low-value assets.

¨ Applicable Not applicable

Lease-back transaction and basis of judgment

¨ Applicable Not applicable

Total cash outflows related to leasing: 3,070,811,423.54 (Unit: Yuan; Currency: RMB).

– 472 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(2) As lessor
--- ---

Operating lease as lessor

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Including:
related income <br><br> from variable
lease payments<br><br> that are not
included in the
Items Lease income rental<br> income
Lease<br> income 1,200,409,956.67
Total 1,200,409,956.67

Finance lease as lessor

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Income from <br> variable lease
payments not <br> included in the
Items Sales gains<br> or<br><br> losses Financing<br><br> income net investment<br> in <br> the lease
Leases 46,227,778.98 14,989,809.12
Total 46,227,778.98 14,989,809.12

Reconciliation table of undiscounted leasing receipts and net investment in the lease

Applicable ¨ Not applicable
Items Closing<br> Balance Opening<br> Balance
--- --- --- --- ---
Total<br> undiscounted leasing receipts 339,474,576.68 385,493,688.13
Less: Unrealized<br> financing income 62,701,073.71 77,308,435.79
Net investment in<br> the lease 276,773,502.97 308,185,252.34

Undiscounted leasing receipts in the next five years

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Undiscounted leasing
receipts<br> per year
Items Closing<br> Balance Opening<br> Balance
Year 1 64,217,997.44 57,735,287.08
Year 2 39,688,354.50 43,696,546.17
Year 3 33,232,676.94 36,271,032.21
Year 4 30,840,565.86 33,576,473.86
Year 5 29,763,412.10 32,641,071.99
Total undiscounted leasing receipts after five years 141,731,569.84 181,573,276.82
– 473 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(3) Recognition of sales profit or loss on finance lease as a producer or dealer
--- ---
¨ Applicable Not applicable
--- --- --- ---
85. Others
--- ---
Applicable ¨ Not applicable
--- --- --- ---
VIII. Research and Development Expenses
--- ---
(1). Listed by nature of expenses
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current<br> period last period
Internal software development, operation and maintenance 319,427,941.85 499,251,991.56
Total 319,427,941.85 499,251,991.56
Wherein: Incurred R&D expenses 318,267,251.93 481,898,435.04
Capitalized R&D expenses 1,160,689.92 17,353,556.52
(2). Development expenses that meet the capitalization criteria for research and development projects
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase in
current period Decrease in Current Period
Transferred
Internal Recognized as into losses and
Opening development intangible profits in Closing
Items balance expenses assets current period balance
Internal software development 10,899,846.17 1,160,689.92 12,060,536.09
Total 10,899,846.17 1,160,689.92 12,060,536.09

Significant capitalized research and development projects

¨ Applicable Not applicable

Impairment provision for development expenses

¨ Applicable Not applicable
(3). Significant externally purchased research projects
--- ---
¨ Applicable Not applicable
--- --- --- ---
IX. Changes in Consolidation Scope
--- ---
1. Business combination not under the same control
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 474 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(1). Non-controlling interest business combinations occurred during the period
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Combined cost and goodwill
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Identifiable assets and liabilities of acquiree on the acquisition date
--- ---
¨ Applicable Not applicable
--- --- --- ---
(4). Profit or loss by recalculating the shares before acquisition date according to fair value
--- ---

Whether the situations exist that business combination is realized in steps by deal for many times and the control right is acquired in the reporting period

¨ Applicable Not applicable
(5). Description of the determination failure of reasonable combination consideration at acquisition date or at end of combination period or the fair value of assets and liabilities that can be identified by the acquiree
--- ---
¨ Applicable Not applicable
--- --- --- ---
(6). Other disclosures
--- ---
¨ Applicable Not applicable
--- --- --- ---
2. Business combination under the same control
--- ---
¨ Applicable Not applicable
--- --- --- ---
(1). Business combination under same control in current period
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Combination costs
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). The book value of the assets and liabilities of the consolidated party on the date of consolidation
--- ---
¨ Applicable Not applicable
--- --- --- ---
3. Counter purchase
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 475 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
4. Disposal of subsidiaries
--- ---

Existence of transactions or events during the period resulting in loss of control over subsidiaries

Applicable ¨ Not applicable

Unit: ’0,000 Yuan Currency: RMB

Name<br> of Subsidiary Time<br> point of <br><br> losing control<br><br> right Consideration<br><br> received on the<br><br> date of loss of<br><br> control Proportion<br> (%)<br><br> disposed on the<br><br> date of loss of<br><br> control Method<br> of disposal<br><br> on the date of loss <br><br> of control Basis<br> for<br><br> determining the<br><br> date of loss of<br><br> control Balance<br> between <br><br> the disposal price<br><br> and the net assets<br><br> of the subsidiary<br><br> entitled in the<br><br> consolidated<br><br> financial statement<br><br> corresponding to <br><br> the disposal of the <br><br> investment Proportion<br> of <br><br> residual equities on<br><br> the date of losing<br><br> control right (%) Carrying<br> value of<br><br> remaining equity <br><br> at the financial<br><br> statement level on<br><br> the date of loss of<br><br> control Fair<br> value of<br><br> remaining equity<br><br> at the financial<br><br> statement level on<br><br> the date of loss of<br><br> control Re-measurement<br> of<br><br> the gains or losses<br><br> arising from the<br><br> remaining equity<br><br> at fair value Methods<br> and key<br><br> assumptions used<br><br> for determining<br><br> the fair value of <br><br> remaining equity<br><br> at the financial<br><br> statement level on <br><br> the date of loss of<br><br> control Amount<br> of other<br><br> comprehensive<br><br> income related to<br><br> the equity<br><br> investment in the<br><br> subsidiary<br><br> transferred to<br><br> investment income<br><br> or retained<br><br> earnings
Fujian<br> Lianchuang Zhiye Construction Engineering Co., Ltd. November 23, 2023 1,465.29 45 Equity transfer Business registration<br> change completed 0.00 15 488.43 488.43 0.00 Market approach
Guangdong<br> Yonghui Yunchuang Technology Co., Ltd. October 16, 2023 270.00 100 Equity transfer Business registration change completed 268.26

Other notes:

Applicable ¨ Not applicable
– 476 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Note1: Yonghui Superstores Co., Ltd. entered into an agreement with a third party regarding the transfer of equity of Fujian Lianchuang Zhiye Construction Engineering Co., Ltd. The agreement stipulates the transfer of 45% equity of Fujian Lianchuang Zhiye Construction Engineering Co., Ltd. to the third party, with a transfer price of RMB14,652,900.

Note2: Yonghui Yunchuang Technology Co., Ltd. entered into an agreement with a third party regarding the transfer of equity of Guangdong Yonghui Yunchuang Technology Co., Ltd. The agreement stipulates the transfer of 100% equity of Guangdong Yonghui Yunchuang Technology Co., Ltd. to the third party, with a transfer price of RMB2,700,000.

Whether the situations exist that investment for the subsidiary is disposed in steps by deal for many times and the control right has lost in the reporting period

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
5. Changes in the combination scope for other reasons
--- ---

Descriptions for change in combination ranges caused by other reasons (e.g. newly establishment of subsidiary, clearing of subsidiary, etc.), and relevant situations:

¨ Applicable Not applicable
6. Others
--- ---
¨ Applicable Not applicable
--- --- --- ---
X. Interests in Other Entities
--- ---
1. Equity in Subsidiaries
--- ---
(1). Constitution of the enterprise group
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: ’0,000 Yuan Currency: RMB

Principal Shareholding
Place<br> of Registered Registered Nature<br> of ratio<br> (%) Acquisition
Name<br> of Subsidiary Business capital address business Direct Indirect method
Fujian<br> Minhou Yonghui Commercial Co., Ltd. Fuzhou,<br> Fujian RMB50<br> million Fuzhou,<br> Fujian Commercial<br> retail 100 Investment<br> establishment
Xiamen<br> Yonghui Minsheng Superstores Co., Ltd. Xiamen,<br> Fujian RMB41.67<br> million Xiamen,<br> Fujian Commercial<br> retail 100 Investment<br> establishment
Xiamen<br> Yonghui Commercial Co., Ltd. Xiamen,<br> Fujian RMB10<br> million Xiamen,<br> Fujian Commercial<br> retail 100 Investment<br> establishment
Fujian<br> Strait Food Development Co., Ltd. Fuzhou,<br> Fujian RMB53<br> million Fuzhou,<br> Fujian Commercial<br> trade 100 Investment<br> establishment
Fujian<br> Yonghui Modern Agriculture Development Co., Ltd. Fuzhou,<br> Fujian RMB10<br> million Fuzhou,<br> Fujian Commercial<br> trade 100 Investment<br> establishment
Guangdong<br> Yonghui Superstores Co., Ltd. Guangzhou,<br> Guangdong RMB200<br> million Guangzhou,<br> Guangdong Commercial<br> retail 50 Investment<br> establishment
Fujian<br> Yonghui Logistics Co., Ltd. Fuzhou,<br> Fujian RMB300<br> million Fuzhou,<br> Fujian Logistic<br> distribution 95 5 Investment<br> establishment
– 477 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Principal Shareholding
--- --- --- --- --- --- --- ---
Place of Registered Registered Nature of ratio (%) Acquisition
Name of Subsidiary Business capital address business Direct Indirect method
Fujian Yonghui Superstores Co., Ltd. Fuzhou, Fujian RMB800 million Fuzhou, Fujian Commercial retail 100 Investment establishment
Shenzhen Yonghui Superstores Co., Ltd. Shenzhen, Guangdong RMB200 million Shenzhen Guangdong Commercial retail 50 Investment establishment
Fujian Yonghui Import and Export Trade Co., Ltd. Pingtan, Fujian RMB10 million Pingtan, Fujian Commercial trade 100 Investment establishment
Fujian Yongjin Trading Co., Ltd. Fuzhou, Fujian RMB30  million Fuzhou,Fujian Commercial trade 49 51 Investment establishment
Jiangxi Yonghui Superstores Co., Ltd. Nanchang, Jiangxi RMB20  million Nanchang, Jiangxi Commercial retail 100 Investment establishment
Chongqing Yonghui Superstores Co., Ltd. Chongqing RMB714.4 million Chongqing Commercial retail 100 Investment establishment
Yonghui Logistics Co., Ltd. Chongqing RMB100 million Chongqing Logistic distribution 90 10 Investment establishment
Sichuan Yonghui Store Co., Ltd. Chengdu, Sichuan RMB1  billion Chengdu, Sichuan Commercial retail 100 Investment establishment
Guizhou Yonghui Superstores Co., Ltd. Guiyang, Guizhou RMB200 million Guiyang, Guizhou Commercial retail 100 Investment establishment
Chengdu<br>Yonghui Business Development Co., Ltd. Chengdu, Sichuan RMB130 million Chengdu, Sichuan Logistic distribution 80 20 Investment establishment
Chongqing Xuanhui Real Estate Development Co., Ltd. Chongqing RMB100 million Chongqing Real estate 100 Investment establishment
Shaanxi Yonghui Superstores Co., Ltd. Xi’an, Shaanxi RMB10  million Xi’an, Shaanxi Commercial retail 100 Investment establishment
Fuping Yonghui Modern Agricultural Development Co., Ltd. Fuping, Shaanxi RMB37 million Fuping, Shaanxi Food sales 100 Investment establishment
Guansu Yonghui Superstores Co., Ltd. Lanzhou, Gansu RMB10  million Lanzhou, Gansu Commercial retail 100 Investment establishment
Qinghai Yonghui Superstores Co., Ltd. Xining, Qinghai RMB20  million Xining, Qinghai Commercial retail 100 Investment establishment
Baotou Yonghui Superstores Co., Ltd. Beijing RMB50 million Beijing Commercial retail 100 Investment establishment
Yonghui Yunjin Technology Co., Ltd. Chongqing RMB500 million Chongqing Technical service 100 Investment establishment
Yonghui Holdings Co., Ltd. Hong Kong HKD30 million Hong Kong Investment 100 Investment establishment
Chongqing Yonghui Small Loan Co., Ltd. Chongqing RMB300 million Chongqing Commercial loan 100 Investment establishment
Yonghui Qinghe Business Factoring (Chongqing) Co., Ltd. Chongqing RMB200 million Chongqing Commercial factoring 100 Investment establishment
LOHAS Life International Business Co., Ltd. Hong Kong HKD100,000 Hong Kong Commercial trade 100 Investment establishment
Yonghui Japan Co., Ltd. Japan JPY95 million Japan Commercial trade 80 Investment establishment
Chongqing Boyuan Xunke Technology Co., Ltd. Chengdu, Sichuan RMB10 million Chengdu, Sichuan Information technology 100 Investment establishment
Tianjin Yonghui Superstores Co., Ltd. Tianjin RMB10 million Tianjin Commercial retail 100 Investment establishment
– 478 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Principal Shareholding
--- --- --- --- --- --- --- ---
Place of Registered Registered Nature of ratio (%) Acquisition
Name of Subsidiary Business capital address business Direct Indirect method
Anhui Yonghui Superstores Co., Ltd. Hefei, Anhui RMB285.08<br>million Hefei, Anhui Commercial retail 100 Investment establishment
Anhui Yonghui Logistics Co., Ltd. Feidong, Anhui RMB50<br>million Feidong, Anhui Logistic distribution 100 Investment establishment
Jiangsu Yonghui Superstores Co., Ltd. Nanjing, Jiangsu RMB200<br>million Nanjing, Jiangsu Commercial retail 100 Investment establishment
Zhejiang Yonghui Superstores Co., Ltd. Hangzhou, Zhejiang RMB120<br>million Hangzhou, Zhejiang Commercial retail 100 Investment establishment
Jiangsu Yonghui Business Management Co., Ltd. Nanjing, Jiangsu RMB30<br>million Nanjing, Jiangsu Commercial trade 100 Investment establishment
Ningbo Yonghui Superstores Co., Ltd. Ningbo, Zhejiang RMB20<br>million Ningbo, Zhejiang Commercial retail 100 Investment establishment
East China Yonghui Logistics Co., Ltd. Kunshan, Jiangsu RMB50<br>million Kunshan, Jiangsu Logistic distribution 100 Investment establishment
Jiaxing Yonghui Superstores Co., Ltd. Jiaxing, Zhejiang RMB40<br>million Jiaxing, Zhejiang Commercial retail 100 Investment establishment
Henan Yonghui Superstores Co., Ltd. Zhengzhou, Henan RMB80.86<br>million Zhengzhou, Henan Commercial retail 100 Investment establishment
Shanxi Yonghui Superstores Co., Ltd. Taiyuan, Shanxi RMB50<br>million Taiyuan, Shanxi Commercial retail 100 Investment establishment
Heilongjiang Yonghui Superstores Co., Ltd. Harbin, Heilongjiang RMB100<br>million Harbin, Heilongjiang Commercial retail 100 Investment establishment
Jilin Yonghui Superstores Co., Ltd. Changchun, Jilin RMB300<br>million Changchun, Jilin Commercial retail 100 Investment establishment
Liaoning Yonghui Superstores Co., Ltd. Shenyang, Liaoning RMB600<br>million Shenyang, Liaoning Commercial retail 100 Investment establishment
Liaoning Yonghui Logistics Co., Ltd. Shenyang, Liaoning RMB100<br>million Shenyang, Liaoning Logistic distribution 100 Investment establishment
Songyuan Yonghui Superstores Co., Ltd. Songyuan, Jilin RMB10<br>million Songyuan, Jilin Commercial retail 55 Investment establishment
Shanghai Yonghui Superstores Co., Ltd. Shanghai RMB300<br>million Shanghai Commercial retail 100 Investment establishment
Shanghai Baoshan Yonghui Superstores Co., Ltd. Shanghai RMB20<br>million Shanghai Commercial retail 100 Investment establishment
Shanghai Yonghui Yangpu Superstores Co., Ltd. Shanghai RMB40<br>million Shanghai Commercial retail 100 Investment establishment
Shanghai Songjiang Yonghui Superstores Co., Ltd. Shanghai RMB1<br>million Shanghai Commercial retail 100 Investment establishment
Fuping Yunshang Supply Chain Management Co., Ltd. Fuping, Shaanxi RMB200<br>million Fuping, Shaanxi Commercial trade 100 Investment establishment
Xizang Yonghui Superstores Co., Ltd. Lhasa, Xizang RMB20<br>million Lhasa, Xizang Commercial retail 100 Investment establishment
Guizhou Yonghui Logistics Co., Ltd. Guiyang, Guizhou RMB50 million Guiyang, Guizhou Logistic distribution 100 Investment establishment
Chengde Yonghui Renhe Superstores Co., Ltd. Chengde, Hebei RMB10<br>million Chengde, Hebei Commercial retail 51 Investment establishment
Hebei Yonghui Superstores Co., Ltd. Shijiazhuang, Hebei RMB200<br>million Shijiazhuang, Hebei Commercial retail 100 Investment establishment
Gansu Minxian Yonghui Agricultural Development Co., Ltd. Minxian, Gansu RMB20<br>million Minxian, Gansu Food sales 51 Investment establishment
– 479 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Principal Shareholding
--- --- --- --- --- --- --- ---
Place of Registered Registered Nature of ratio (%) Acquisition
Name of Subsidiary Business capital address business Direct Indirect method
Shandong Yonghui Superstores Co., Ltd. Jinan,Shandong RMB50 million Jinan, Shandong Commercial retail 100 Investment establishment
Fuzhou Dongzhan International Trade Co., Ltd. Fuzhou, Fujian RMB30 million Fuzhou, Fujian Commercial trade 100 Investment establishment
Ruilingtong Marketing Services (Shanghai) Co., Ltd. Shanghai RMB10 million Shanghai Business services 57 Investment establishment
Guangdong PARK&YH Superstores Co., Ltd. Shenzhen, Guangdong RMB850 million Shenzhen, Guangdong Commercial retail 50 Investment establishment
Beijing Yonghui Superstores Co., Ltd. Beijing RMB600 million Beijing Commercial retail 100 Investment establishment
Hubei Yonghui Zhongbai Superstores Co., Ltd. Wuhan, Hubei RMB100 million Wuhan, Hubei Commercial retail 55 Investment establishment
Yunnan Yonghui Superstores Co., Ltd. Kunming,Yunnan RMB50 million Kunming, Yunnan Commercial retail 100 Investment establishment
Ningxia Yonghui Superstores Co., Ltd. Yinchuan, Ningxia RMB10 million Yinchuan, Ningxia Commercial retail 100 Investment establishment
Hunan Yonghui Superstores Co., Ltd. Changsha,Hunan RMB40 million Changsha, Hunan Commercial retail 100 Investment establishment
Guangxi Yonghui Superstores Co., Ltd. Nanning, Guangxi RMB20 million Nanning, Guangxi Commercial retail 100 Investment establishment
Beijing Yonghui Commercial Co., Ltd. Beijing RMB112.42 million Beijing Commercial retail 100 Consolidation not under the same control
Shanghai Dongzhan International Trade Co., Ltd. Shanghai RMB43.55 million Shanghai Commercial trade 100 Consolidation not under the same control
Shanghai Yinjie International Trade Co., Ltd. Shanghai RMB1 million Shanghai Commercial trade 100 Consolidation not under the same control
Guangzhou PARK&YH Superstores Co., Ltd. Guangzhou, Guangdong RMB218.74 million Guangzhou, Guangdong Commercial retail 48.34 Consolidation not under the same control
Jiangmen ParknShop Supermarket Co., Ltd. Jiangmen, Guangdong RMB5 million Jiangmen, Guangdong Commercial retail 48.34 Consolidation not under the same control
Dongguan DG Mall Supermarket Co., Ltd. Dongguan, Guangdong RMB2.5 million Dongguan, Guangdong Commercial retail 48.34 Consolidation not under the same control
Yonghui Yunchuang Technology Co., Ltd. Shanghai RMB2.25 billion Shanghai Business services 46.6 Consolidation not under the same control
Fujian Yonghui Yunchuang Technology Co., Ltd. Fuzhou, Fujian RMB10 million Fuzhou, Fujian Commercial retail 46.6 Consolidation not under the same control
Shenzhen Yonghui Yunchuang Technology Co., Ltd. Shenzhen, Guangdong RMB10 million Shenzhen, Guangdong Commercial retail 46.6 Consolidation not under the same control
Fujian Yunwang Technology Co., Ltd. Fuzhou, Fujian RMB100 million Fuzhou, Fujian Commercial retail 27.96 Consolidation not under the same control
Chongqing Yonghui Yunchuang Technology Co., Ltd. Chongqing RMB10 million Chongqing Commercial retail 46.6 Consolidation not under the same control
Fuzhou Yonghui Yunchuang Technology Co., Ltd. Fuzhou, Fujian RMB11.3 million Fuzhou, Fujian Commercial retail 46.6 Consolidation not under the same control
– 480 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Principal Shareholding
--- --- --- --- --- --- --- ---
Place of Registered Registered Nature of ratio (%) Acquisition
Name of Subsidiary Business capital address business Direct Indirect method
Beijing Yonghui Yunchuang Technology Co., Ltd. Beijing RMB10 million Beijing Commercial retail 46.6 Consolidation not under the same control
Beijing Huichuang Youpin Technology Co., Ltd. Beijing RMB10 million Beijing Commercial retail 46.6 Consolidation not under the same control
Jiangsu Yonghui Yunchuang Technology Co., Ltd. Nanjing, Jiangsu RMB10 million Nanjing, Jiangsu Commercial retail 46.6 Consolidation not under the same control
Zhejiang Yonghui Yunchuang Technology<br> Co., Ltd. Hangzhou, Zhejiang RMB10 million Hangzhou, Zhejiang Commercial retail 46.6 Consolidation not under the same control
Anhui Yonghui Yunchuang Technology Co., Ltd. Hefei, Anhui RMB10 million Hefei, Anhui Commercial retail 46.6 Consolidation not under the same control
Ningbo Yonghui Yunchuang Technology Co., Ltd. Ningbo, Zhejiang RMB20 million Ningbo, Zhejiang Commercial retail 46.6 Consolidation not under the same control
Xiamen Yongyun Technology Co., Ltd. Xiamen, Fujian RMB10 million Xiamen, Fujian Commercial retail 27.96 Consolidation not under the same control
Shanghai Yonghui Yunchuang Technology Co., Ltd. Shanghai RMB10 million Shanghai Technical service 46.6 Consolidation not under the same control
Fuzhou Minhou Yonghui Superstores Co., Ltd. Fuzhou, Fujian RMB89.55 million Fuzhou, Fujian Commercial retail 100 Consolidation under the same control
Fujian Yonghui Commercial Co., Ltd. Fuzhou, Fujian RMB35.1 million Fuzhou, Fujian Commercial retail 100 Consolidation under the same control
Jiangsu Yunfu Supply Chain Management Co., Ltd. Nanjing, Jiangsu RMB10 million Nanjing, Jiangsu Food sales 100 Investment establishment
Shandong Fuping Supply Chain Management Co., Ltd. Weifang, Shandong RMB10 million Weifang, Shandong Commercial retail 100 Investment establishment
Jiangxi Fuping Supply Chain Management Co., Ltd. Nanchang, Jiangxi RMB10 million Nanchang, Jiangxi Commercial retail 100 Investment establishment
Shaanxi Fuping Supply Chain Management Co., Ltd. Weinan, Shaanxi RMB10 million Weinan, Shaanxi Commercial retail 100 Investment establishment
Hainan Fuli Supply Chain Management Co., Ltd. Sanya, Hainan RMB10 million Sanya, Hainan Commercial retail 100 Investment establishment
Anhui Fuwan Supply Chain Management Co., Ltd. Hefei, Anhui RMB10 million Hefei, Anhui Commercial retail 100 Investment establishment
Zhuhai Fuyue Supply Chain Management Co., Ltd. Zhuhai, Guangdong RMB10 million Zhuhai, Guangdong Commercial retail 100 Investment establishment
Hebei Fuji Supply Chain Management Co., Ltd. Shijiazhuang, Hebei RMB10 million Shijiazhuang, Hebei Commercial retail 100 Investment establishment
Xinjiang Fuchi Supply Chain Management Co., Ltd. Aksu, Xinjiang RMB10 million Aksu, Xinjiang Commercial retail 100 Investment establishment
– 481 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Principal Shareholding
--- --- --- --- --- --- --- ---
Place of Registered Registered Nature of ratio (%) Acquisition
Name of Subsidiary Business capital address business Direct Indirect method
Guangdong Fuyue Supply Chain Management Co., Ltd. Guangzhou, Guangdong RMB30 million Guangzhou, Guangdong Commercial retail 100 Investment establishment
Zhejiang Yunfu Supply Chain Management Co., Ltd. Hangzhou, Zhejiang RMB30 million Hangzhou, Zhejiang Food sales 100 Investment establishment
Fuzhou Fuping Supply Chain Management Co., Ltd. Fuzhou, Fujian RMB30 million Fuzhou, Fujian Food sales 100 Investment establishment
Shanghai Yunfu Supply Chain Management Co., Ltd. Shanghai RMB30 million Shanghai Food sales 100 Investment establishment
Sichuan Yunfu Supply Chain Management Co., Ltd. Chengdu, Sichuan RMB10 million Chengdu, Sichuan Food sales 100 Investment establishment
Yunnan Fuping Yunshang Supply Chain Management Co., Ltd. Kunming, Yunnan RMB10 million Kunming, Yunnan Food sales 100 Investment establishment
Baotou Yonghui Commercial Co., Ltd. Baotou, Inner Mongolia RMB50 million Baotou, Inner Mongolia Commercial retail 100 Investment establishment
Beijing Yonghui Technology Co., Ltd. Beijing RMB10 million Beijing Commercial retail 100 Investment establishment
Fujian Yuntong Supply Chain Co., Ltd. Fuzhou, Fujian RMB100 million Fuzhou, Fujian Commercial retail 100 Investment establishment
Fujian Yongyuehui Business Management Co., Ltd. Fuzhou, Fujian RMB100 million Fuzhou, Fujian Commercial retail 100 Investment establishment
Guangxi Fuyue Supply Chain Management Co., Ltd. Nanning, Guangxi RMB10 million Nanning, Guangxi Commercial retail 100 Investment establishment
Zhangzhou Yonghui Digital Business Co., Ltd. Zhangzhou, Fujian RMB10 million Zhangzhou, Fujian Commercial retail 100 Investment establishment
Sichuan Huipeng E-commerce Co., Ltd. Chengdu, Sichuan RMB100 million Chengdu, Sichuan Commercial retail 100 Investment establishment
Anhui Yonghui Business Management Co., Ltd. Fuyang, Anhui RMB10 million Fuyang, Anhui Commodity distribution 100 Investment establishment
Yonghui Technology Co., Ltd. Fuzhou, Fujian RMB50 million Fuzhou, Fujian Technical service 100 Investment establishment

Illustration on the difference between the shareholding ratio in subsidiaries and voting right ratio:

None

– 482 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Basis on being controllable of the invested company with half or less voting rights as well as on being uncontrollable of the invested company but with half or more voting rights:

Although the Group only holds less than 50% of the equity interest in Guangdong ParknShop Yonghui Superstores Co., Ltd (“Guangdong ParknShop”) and its subsidiaries, Guangdong ParknShop is a Sino-foreign joint venture where the highest governing body is the Board of Directors, consisting of six directors. The Group has the right to appoint the chairman and two additional directors. Major operational decisions require approval by more than half (including half) of the directors. If the attending directors reach a consensus of equal number of approvals and rejections, the Board of Directors shall vote again on the resolution, and all attending directors shall vote according to the chairman’s voting result. Therefore, the Group considers it as a subsidiary.

The control basis on important structured bodies within the consolidation scope:

None

Basis for determining whether the company is an agent or a bailor:

None

Other notes:

None

(2). Important non-wholly-owned subsidiaries
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Profit and loss Closing
Shareholding attributable to Dividends balance of
ratio of minority assigned to equity of
minority shareholders in shareholders in minority
Name of Subsidiary shareholders this term this term shareholders
Guangdong PARK&YH Superstores Co., Ltd. 50.00 -58,871,912.63 -29,166,389.87
Yonghui Yunchuang Technology Co., Ltd. 53.40 -46,683,084.97 105,835,986.75

Illustration on the difference between the shareholding ratio in subsidiaries and voting right ratio:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
– 483 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(3). Main financial information of important non-wholly-owned subsidiaries
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: ’0,000 Yuan Currency: RMB

Closing<br> balance Opening<br> balance
Non- Non- Non- Non-
Current current Total Current current Total Current current Total Current current Total
Name<br> of Subsidiary assets asset assets liabilities liabilities liabilities asset asset assets liabilities liabilities liabilities
Guangdong<br> PARK&YH Superstores Co., Ltd. 158,952.25 97,647.21 256,599.46 203,660.21 95,067.51 298,727.72 160,277.73 115,117.50 275,395.23 198,303.39 107,230.68 305,534.07
Yonghui<br> Yunchuang Technology Co., Ltd. 353,002.45 622.97 353,625.42 359,274.29 359,274.29 473,131.38 1,429.82 474,561.20 485,379.89 485,379.89
Amount of current period Amount of last period
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Cash flow Cash flow
Total from Total from-
Operating comprehensive operating Operating comprehensive operating
Name of Subsidiary revenue Net profit income activities revenue Net profit income activities
Guangdong PARK&YH Superstores Co., Ltd. 311,355.94 -11,989.42 -11,989.42 25,512.32 367,224.90 -20,852.95 -20,852.95 12,974.60
Yonghui<br> Yunchuang Technology Co., Ltd. 10,207.07 4,658.32 4,658.32 -1,468.87 3,694.32 -6,682.45 -6,682.45 -10,246.41
– 484 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(4). Important limitations on using Group’s assets and paying off liabilities of the Group
--- ---
¨ Applicable Not applicable
--- --- --- ---
(5). Financial support and other support provided to the structured entities that are included in the combined financial statement
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
2. Transactions controlling the subsidiaries in case of equity shares change of subsidiaries
--- ---
¨ Applicable Not applicable
--- --- --- ---
(1). Description on changes in equity of subsidiaries
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Influences of transactions on minority equity and equity attributable to the parent company
--- ---
¨ Applicable Not applicable
--- --- --- ---
3. Equities in Cooperative Enterprises and Joint Ventures
--- ---
Applicable ¨ Not applicable
--- --- --- ---
(1). Important cooperative enterprises and joint ventures
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Accounting
--- --- --- --- --- ---
treatment
method for
investment in
cooperative
Names of cooperative Principal Shareholding enterprises
enterprises and joint Place of Registered Nature of ratio (%) and joint
ventures Business address business Direct Indirect ventures
Zhongbai Holdings Group Co., Ltd. Wuhan, Hubei Wuhan, Hubei Commercial retail 9.85 Equity method
Fujian OneBank Limited Pingtan, Fujian Pingtan, Fujian Finance 29.80 Equity method
Chengdu Hongqi Chain Co., Ltd. Chengdu, Sichuan Chengdu, Sichuan Commercial retail 21.00 Equity method

Description on the difference between the shareholding ratio in cooperative enterprises or joint ventures and voting right:

None

– 485 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Basis on holding a voting right below 20% but having significant influence, or holding a voting right above 20% but having no significant influence:

According to the provisions of the Articles of Association of Zhongbai Group, there are five non-independent directors in the board of directors of Zhongbai Group, and the Company holds one seat among them. Therefore, the Management of the Group thinks that it can exert significant influence over Zhongbai Group, making Zhongbai an affiliated business of the Company.

(2). Main financial information of important cooperative enterprises
¨ Applicable Not applicable
--- --- --- ---
(3). Main financial information of important joint ventures
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:   ’0,000 Yuan Currency: RMB

Closing balance/amount of Opening balance/incurred amount of
current period last period
Zhongbai Hongqi Zhongbai Hongqi
Group OneBank Chain Group OneBank Chain
Current assets 346,921.76 2,680,623.74 452,686.41 393,673.03 2,075,525.95 450,903.44
Non-current asset 799,764.29 656,790.65 358,342.97 863,912.20 514,048.51 368,337.76
Total assets 1,146,686.05 3,337,414.39 811,029.38 1,257,585.23 2,589,574.46 819,241.20
Current liabilities 667,933.80 1,670,431.30 345,821.85 716,965.87 1,136,457.10 334,535.49
Non-current liabilities 241,604.00 1,434,692.08 54,087.02 258,968.46 1,230,607.54 69,651.59
Total liabilities 909,537.80 3,105,123.38 399,908.87 975,934.33 2,367,064.64 404,187.08
Minority interests 6,640.86 66.74 6,255.09
Shareholders’ equity attributable to the parent company 230,507.39 232,291.01 411,053.77 275,395.81 222,509.82 415,054.12
Net asset share calculated as per shareholding ratio 22,704.98 69,222.72 86,321.29 27,346.80 61,190.20 87,161.36
Adjustments 9,517.23 140.27 81,678.71 13,262.92 1.72 117,501.40
– Goodwill
– Unrealized profits in internal transaction – Others 9,517.23 140.27 81,678.71 13,262.92 1.72 117,501.40
Book value on equity investment of joint ventures 32,222.21 69,362.99 168,000.00 40,609.72 61,191.92 204,662.76
Fair value of equity investment of joint ventures with public offer 29,323.26 142,228.80 41,203.96 160,792.80
Operating revenue 1,163,943.83 72,446.00 1,013,265.52 1,219,740.63 55,833.48 1,002,008.89
Net profit -33,269.33 7,435.41 56,108.39 -31,346.30 3,503.12 48,566.92
Net profits under discontinued operations
Other comprehensive income 1,597.41 -315.17
Total comprehensive income -33,269.33 9,032.82 56,108.39 -31,346.30 3,187.95 48,566.92
Annual dividend received from joint ventures 12,623.52 399.84
– 486 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(4). Financial information summary of unimportant cooperative enterprises and joint ventures
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing balance/ Opening balance/
amount of incurred amount
current period of last period
Cooperative enterprises:
Total book value of investment 48,054,895.86 48,619,418.14
Total of the following items calculated as per the shareholding ratio
– Net profit -23,767,144.07 -108,103,528.11
– Other comprehensive income
– Total comprehensive income -23,767,144.07 -108,103,528.11
Joint ventures:
Total book value of investment 487,758,102.10 526,318,139.40
Total of the following items calculated as per the shareholding ratio
– Net profit 38,734,037.06 1,514,574.84
– Other comprehensive income
– Total comprehensive income 38,734,037.06 1,514,574.84

As there is no obligation to bear additional losses for Fuzhou Yijiu San San Bean Products Co., Ltd., its net loss is recognized only up to the carrying value of long-term equity investments and other long-term equity interests that essentially represent its net investment, with a write-down to zero.

(5). Description on significant limitations of the ability to transfer funds to the Company by cooperative enterprises and joint ventures
¨ Applicable Not applicable
--- --- --- ---
(6). Excess loss occurred to cooperative enterprises and joint ventures
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Accumulated
unrecognized
losses Unconfirmed
accumulated losses this Accumulated
in the term (or net unconfirmed
Names of cooperative enterprises previous profit shared losses at the
and joint ventures period this term) end of term
Fuzhou Yijiu San San Bean Products Co., Ltd. 7,036,522.16 3,138,124.47 10,174,646.63
Shanghai Xuanhui Business Service Technology Co., Ltd. 116,284.11 -116,284.11
Total 7,152,806.27 3,021,840.36 10,174,646.63
(7). Unconfirmed commitment related to cooperative enterprise investment
--- ---
¨ Applicable Not applicable
--- --- --- ---
(8). Contingent liability related to cooperative enterprise or joint venture investment
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 487 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
4. Key joint operations
--- ---
¨ Applicable Not applicable
--- --- --- ---
5. Equity in structured entities not included in the consolidated financial statement
--- ---

Description on the structured main body that is not included in the combined financial statement:

¨ Applicable Not applicable
6. Others
--- ---
¨ Applicable Not applicable
--- --- --- ---
XI. Governmental Subsidy
--- ---
1. Governmental subsidy recognized as receivables at the end of the reporting period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Reasons for not receiving the expected amounts of governmental subsidy at estimated time

¨ Applicable Not applicable
2. Liabilities related to governmental subsidies
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Newly Amount of
increased non-operating Transferred
subsidy income to other Other
amount in included in comprehensive changes in
Opening current current income in the current Closing Related to
Item balance period period current period period balance assets/income
Deferred income 104,500,259.85 4,562,995.50 9,592,355.43 99,470,899.92 Asset-related
Total 104,500,259.85 4,562,995.50 9,592,355.43 99,470,899.92 /
3. Governmental subsidies recognized in the current profit and loss
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of Amount of
current period last<br> period
Income-related 173,673,166.16 194,961,105.73
Asset-related 9,592,355.43 13,870,029.94
Total 183,265,521.59 208,831,135.67
– 488 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Major governmental subsidy information as follows:

Unit: Yuan Currency: RMB

Recorded in other
comprehensive Related to
income for the year assets/income
Reward subsidies 66,704,242.00 Income-related
Enterprise support subsidies 33,643,784.92 Income-related
Employment and skill subsidies 25,531,336.35 Income-related
Supply and price stability subsidies 6,783,741.51 Income-related
XII. Risks Related to Financial Instruments
--- ---
1. Risks of financial instruments
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Classification of financial instruments

The Group’s main financial instruments include cash and cash equivalents, accounts receivable, other receivables, other current assets, trading financial assets, debt investments, other non-current financial assets, accounts payable, other payables, and short-term borrowings. Details of the financial instruments are disclosed in the relevant notes. The risks associated with these financial instruments and the risk management policies adopted by the Group to mitigate these risks are described below. The Management of the Group manages and monitors these risk exposures to ensure that the risks are kept within limits.

The book values of various financial instruments on the balance sheet date are as follows:

Financial assets in 2023

Item Financial assets measured at fair value with changes included in current profits and losses Financial assets measured at amortized costs Total
Monetary funds 5,839,069,618.08 5,839,069,618.08
Loans and advances 557,908,591.96 557,908,591.96
Trading financial assets 735,971,777.07 735,971,777.07
Factoring receivable 68,688,964.38 68,688,964.38
Account receivable 421,742,480.93 421,742,480.93
Other receivables 563,971,664.48 563,971,664.48
Non-current assets due within one year 49,380,092.40 49,380,092.40
Long-term receivables 227,393,410.57 227,393,410.57
Other non-current financial assets 3,651,480,119.24 3,651,480,119.24
Total 4,387,451,896.31 7,728,154,822.80 12,115,606,719.11
– 489 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Financial assets in 2022

Financial assets
measured at
fair value with
changes included Financial assets
in current measured at
Item profits and losses amortized costs Total
Monetary funds 7,615,940,712.22 7,615,940,712.22
Loans and advances 895,062,185.85 895,062,185.85
Trading financial assets 890,826,719.10 890,826,719.10
Factoring receivable 639,126,680.56 639,126,680.56
Account receivable 530,610,931.13 530,610,931.13
Other receivables 649,676,328.75 649,676,328.75
Non-current assets due within one year 43,534,741.35 43,534,741.35
Long-term receivables 264,650,510.99 264,650,510.99
Other non-current financial assets 3,918,000,000.00 3,918,000,000.00
Total 4,808,826,719.10 10,638,602,090.85 15,447,428,809.95

Financial liabilities

Financial Financial
liabilities liabilities
measured at measured at
amortized cost amortized cost
Item in 2023 in 2022
Short-term loans 5,130,220,089.04 6,528,480,368.69
Accounts payable 9,816,260,354.84 12,155,435,663.28
Other payables 742,716,158.13 883,542,798.78
Non-current liabilities due within one year 1,792,351,864.19 2,011,863,655.60
Long-term borrowings 349,889,789.58 2,070,085,001.67
Lease liabilities 20,781,462,184.01 23,110,834,161.62
Other non-current liabilities 46,931,643.83
Total 38,659,832,083.62 46,760,241,649.64

Risks of financial instruments

The Group faces various risks related to financial instruments in its day-to-day activities, including credit risk, liquidity risk, and market risk. An overview of the risk management policies of the Group regarding these risks is as follows.

The Board of Directors is responsible for establishing the risk management framework for the Group, formulating risk management policies and guidelines, and overseeing the implementation of risk management measures. The Group has established risk management policies to identify and analyze the risks it faces. These risk management policies provide specific guidelines for managing various aspects of risk, including market risk, credit risk, and liquidity risk. The Group periodically assesses the market environment and changes in its business activities to determine whether updates are required for the risk management policies and systems. The risk management for the Group is conducted by the Risk Management Committee in accordance with the policies approved by the Board of Directors. The Risk Management Committee identifies, evaluates, and mitigates relevant risks through close cooperation with other business departments within the Group. The Group’s internal audit department conducts regular audits of risk management controls and procedures, and reports the audit findings to the Group’s Audit Committee.

– 490 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

The Group diversifies its investment and business portfolio appropriately to mitigate financial instrument risks. It also reduces risks concentrated in a single industry, specific geographical area, or specific counterparties by developing corresponding risk management policies.

Credit risk

The Group only trades with recognized third party with good reputation. According to the Group’s policy, credit checks are conducted on all customers who request credit transactions. Furthermore, the Group continuously monitors the balance of accounts receivable to ensure it does not face significant bad debt risks. For transactions not settled in the functional currency of the relevant operating unit, the Group does not provide credit terms unless specifically approved by the Group’s credit control department.

As the counterparties for cash and fund product transactions are reputable banks with high credit ratings, the credit risk associated with these financial instruments is low.

The Group’s other financial assets include debt investments, accounts receivable, other receivables, and long-term receivables. The credit risk of these financial assets arises from the default of counterparties, and the maximum exposure to risk is equal to the carrying value of these instruments.

The maximum credit risk exposure to the Group on each balance sheet date is the total amount receivable from customers, net of impairment allowances.

Since the Group only trades with recognized and reputable third parties, no collateral is required. Credit risk concentrations are managed based on customers/counterparties, geographical areas, and industries. As of December 31, 2023, the Group has exposed to specific credit risk concentration, as 32.64% (December 31, 2022: 27.97%) of the Group’s accounts receivable is derived from the top five customers with the largest outstanding balances.

Criteria for determining a significant increase in credit risk

The Group assesses on each balance sheet date whether there has been a significant increase in credit risk of the relevant financial instruments since initial recognition. When determining whether there is a significant increase in credit risk after initial recognition, the Group considers obtaining reasonable and supportable information without incurring unnecessary additional costs or efforts. This includes qualitative and quantitative analysis based on the Group’s historical data, external credit risk ratings, and forward-looking information. Based on a single financial instrument or a combination of financial instruments with similar credit risk characteristics, the Group compares the default risk of financial instruments on the balance sheet date with the default risk on the initial recognition date to determine the change of the default risk of financial instruments during the expected duration of the financial instruments.

When the following qualitative criteria are triggered, the Group considers that there has been a significant increase in credit risk for financial instruments:

The qualitative criteria primarily include significant adverse changes in the debtor’s business or financial condition and the occurrence of credit-impaired assets on the watchlist.

To determine if credit impairment has occurred, the Group applies criteria consistent with its internal credit risk management objectives, considering both quantitative and qualitative indicators. The Group considers the following factors primarily when assessing whether a debtor has incurred credit impairment:

(1) The issuer or debtor experiences significant financial difficulties.
(2) The debtor breaches any of the contractual stipulations, for example, fails to pay or delays the payment<br>of interests or the principal, etc.;
--- ---
– 491 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(3) The creditor, due to economic or contractual considerations relating to the debtor’s financial difficulties,<br>grants the debtor concessions that would not otherwise be made;
--- ---
(4) The debtor is likely to become bankrupt or carry out other financial reorganizations;
--- ---
(5) The financial difficulties of the issuer or the debtor cause the disappearance of active market for the<br>financial asset;
--- ---
(6) For a financial asset that has been purchased at a substantial discount or an original financial asset,<br>the discount has reflected the fact that a credit loss has occurred.
--- ---

Credit impairment of financial instrument may be caused by the joint action of multiple events, instead of an individually identifiable event.

The Group’s maximum risk exposure and year-end classification by credit risk grade for financial assets are as follows:

Year 2023

Expected
credit loss
over the next Expected credit losses for the
Items 12 months whole duration
Simplified
Phase I Phase II Phase III method Total
Monetary funds 5,839,069,618.08 5,839,069,618.08
Loans and advances 533,995,993.97 3,187,611.30 20,724,986.69 557,908,591.96
Factoring receivable 42,345,246.37 970,000.00 25,373,718.01 68,688,964.38
Account receivable 421,742,480.93 421,742,480.93
Other receivables 563,971,664.48 563,971,664.48
Non-current assets due within one year 49,380,092.40 49,380,092.40
Long-term receivables 227,393,410.57 227,393,410.57
Total 6,979,382,522.90 4,157,611.30 46,098,704.70 698,515,983.90 7,728,154,822.80

Year 2022

Expected
credit loss
over the next Expected credit losses for the
Items 12 months whole duration
Simplified
Phase I Phase II Phase III method Total
Monetary funds 7,615,940,712.22 7,615,940,712.22
Loans and advances 832,505,385.27 13,507,856.52 49,048,944.06 895,062,185.85
Factoring receivable 544,341,433.50 872,322.41 93,912,924.65 639,126,680.56
Account receivable 530,610,931.13 530,610,931.13
Other receivables 649,063,146.88 613,181.87 649,676,328.75
Non-current assets due within one year 43,534,741.35 43,534,741.35
Long-term receivables 264,650,510.99 264,650,510.99
Total 9,641,850,677.87 14,993,360.80 142,961,868.71 838,796,183.47 10,638,602,090.85

Liquidity risk

The Group’s objective is to maintain a balance between the continuity and flexibility of financing by utilizing various financing methods. The Group generates funds for operating financing through operations and borrowings.

– 492 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

The maturity period of financial liabilities based on non-discounted contractual cash flows is analyzed as follows:

Year 2023

Items Within 1 year 1-5 years Over 5 years Total
Short-term loans 5,167,567,595.15 5,167,567,595.15
Accounts payable 9,816,260,354.84 9,816,260,354.84
Other payables 742,716,158.13 742,716,158.13
Non-current liabilities due within one year 3,106,586,868.31 3,106,586,868.31
Long-term borrowings 11,870,864.58 352,370,268.75 364,241,133.33
Lease liabilities 11,895,367,512.33 17,064,177,174.51 28,959,544,686.84
Other non-current liabilities 53,149,100.00 53,149,100.00
Total 18,845,001,841.01 12,300,886,881.08 17,064,177,174.51 48,210,065,896.60

Year 2022

Items Within 1 year 1-5 years Over 5 years Total
Short-term loans 6,640,025,704.86 6,640,025,704.86
Accounts payable 12,155,435,663.28 12,155,435,663.28
Other payables 883,542,798.78 883,542,798.78
Non-current liabilities due within one year 3,156,364,767.06 3,156,364,767.06
Long-term borrowings 2,132,721,309.72 2,132,721,309.72
Lease liabilities 11,564,660,391.39 18,476,009,160.08 30,040,669,551.47
Total 22,835,368,933.98 13,697,381,701.11 18,476,009,160.08 55,008,759,795.17

Market risk

Interest rate risks

The Group’s bank borrowings are fixed-rate, so the Group does not face the risk of market interest rate fluctuations.

Exchange rate risk

The Group is exposed to transactional currency risk. Such risks are caused by sales or purchases made by business units in currencies other than their functional currencies. The Group focuses its main business throughout China, which are settled in RMB. Therefore, the Group faces a low risk of currency fluctuations.

Equity instrument investment price risk

The equity instrument investment price risk refers to the risk of a decrease in the fair value of equity securities due to changes in stock index levels and individual security values. As of December 31, 2023, the Group has exposed to equity instrument investment price risk due to certain individual equity instrument investments classified at fair value through profit or loss and whose changes are recognized in the current period.

– 493 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

The following table demonstrates the sensitivity of the Group’s net profit and other comprehensive income after tax to a 5% change in the fair value of equity instrument investments (based on the carrying value on the balance sheet date), assuming all other variables remain constant.

Year 2023

Increase/
(Decrease) Increase/
Carrying value in other (Decrease)
of equity Increase/ comprehensive in total
instrument (Decrease) in income after shareholders’
Items investments net profit tax equity
USA-equity instrument investments measured at fair value with changes in fair value recognized in profit or loss 388,932,227.74 19,446,611.39/<br> -19,446,611.39 19,446,611.39/ <br> -19,446,611.39

Year 2022

Increase/
(Decrease) Increase/
Carrying value in other (Decrease)
of equity Increase/ comprehensive in total
instrument (Decrease) in income after shareholders’
Items investments net profit tax equity
USA-equity instrument investments measured at fair value with changes in fair value recognized in profit or loss 206,295,359.14 10,314,767.96/<br> -10,314,767.96 10,314,767.96/<br> -10,314,767.96

Capital management

The Group’s primary objective of capital management is to ensure the Group’s ability to continue as a going concern and maintain healthy capital ratios to support business development and maximize shareholder value.

The Group manages its capital structure and makes adjustments based on the economic situation and changes in the risk characteristics of the relevant assets. To maintain or adjust the capital structure, the Group may adjust the distribution of profits to shareholders, return capital to shareholders, or issue new shares. Capital management objectives, policies, or procedures have not changed for the year 2023 and 2022.

The Group manages capital using the debt-to-equity ratio, which has been 88.6% as of December 31, 2023 (December 31, 2022: 87.7%). The Management of the Group believes that this ratio meets the requirements for capital management.

2. Hedging
(1) The Company is engaged in hedging activities for risk management
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable
– 494 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(2) The Company is engaged in qualifying hedging activities and applies hedge accounting.
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable
(3) The Company is engaged in hedging activities for risk management and expects to achieve risk management objectives but does notapply hedge accounting.
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable
3. Financial asset transfers
--- ---
(1) Classification of transfer methods
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2) Financial assets derecognized due to transfer
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3) Financial assets still involved in the transfer
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable

XIII. Fair Value Disclosures

1. Closing fair value of assets and liabilities measured at fair value
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Closing fair value
Primary Secondary Tertiary
fair value fair value fair value
Items calculation calculation calculation Total
I. Continuous fair value calculation
(I) Trading financial assets 347,039,549.33 388,932,227.74 735,971,777.07
1. Financial assets measured at fair value and booked into current profits and losses 347,039,549.33 388,932,227.74 735,971,777.07
(1) Debt instrument investment
(2) Equity instrument investment 388,932,227.74 388,932,227.74
(3) Fund products 341,037,083.58 341,037,083.58
(4) Structured deposits 6,002,465.75 6,002,465.75
– 495 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Closing fair value
--- --- --- --- --- --- --- ---
Primary Secondary Tertiary
fair value fair value fair value
Items calculation calculation calculation Total
2. Financial assets that are specified to be measured at fair value and whose changes are booked into current profits and losses
(1) Debt instrument investment
(2) Equity instrument investment
(II) Other creditors’ investments
(III) Investment in other equity instruments
(IV) Investment properties
1. The right to use land for lease
2. Buildings for lease
3. Land use right held and transferred after preparation for increment
(V) Biological assets
1. Consumable biological assets
2. Productive biological assets
(VI) Other non-current financial assets 3,651,480,119.24 3,651,480,119.24
Total assets measured at fair value continuously 347,039,549.33 4,040,412,346.98 4,387,451,896.31

The Group recognizes the transfer between levels based on the occurrence date of the events that cause the transfer between levels.

For financial instruments traded in active markets, the Group determines their fair value based on their quoted market prices. For financial instruments that are not traded in active markets, the Group uses valuation techniques to determine their fair value, and the valuation model used is the market approach model.

The Financial Department of the Group is led by the Financial Manager and is responsible for formulating policies and procedures for fair value measurement of financial instruments. The financial manager reports directly to the Chief Financial Officer and the Audit Committee. On each balance sheet date, the financial department analyzes the value changes of financial instruments and determines the main input values applicable to the valuation. The valuation must be reviewed and approved by the Chief Financial Officer. The valuation process and results are discussed with the Audit Committee annually for the purpose of mid-term and annual financial reporting.

Fair value refers to the amount at which both parties to a transaction who are familiar with the condition exchange their assets or clear off their debts under fair conditions instead of the amount induced by forced selling or liquidation. The following methods and assumptions are used to estimate the fair values. Long-term receivables, long and short-term borrowings, etc., are valued at fair value using the discounted cash flow method, using the market yield of other financial instruments with similar contractual terms, credit risks, and remaining maturities as the discount rate. On December 31, 2023, the Group assessed the self-non-compliance risk of borrowings, both long-term and short-term, as not significant.

– 496 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Listed equity instrument investments are valued at market quotations. Non-listed equity instruments are measured at fair value using market approach, based on unobservable market prices or rates assumptions. The Group determines comparable listed companies based on industry, scale, leverage, and strategy, and calculates appropriate market multiples, such as price-earnings multiples, for each selected comparable listed company. Adjustments are made by giving consideration to specific facts and circumstances of the entity, including liquidity and scale differences with the comparable listed companies. The Group believes that the fair value and its changes estimated using valuation techniques are reasonable and represent the most appropriate values as of the balance sheet date.

2. Basis for determination of market price for measurement of fair value of the first level on an ongoing concern or not
¨ Applicable Not applicable
--- --- --- ---
3. For continuous and discontinuous secondary fair value calculating projects, adopt the valuation technique and the qualitative andquantitative information of important parameters
--- ---
¨ Applicable Not applicable
--- --- --- ---
4. For continuous and discontinuous tertiary fair value calculating projects, adopt the valuation technique and the qualitative andquantitative information of important parameters
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Fair value Range interval
--- --- --- --- ---
Equity instrument at the end of Valuation Unobservable (weighted
investment the year techniques Inputs average)
Dalian Wanda Commercial Management Group Co., Ltd. 2023: <br><br>3,646,595,814.39 Market approach Price-to-book ratio, liquidity discount Lower price-to-book ratio, higher liquidity discount, lower fair value
2022: <br><br>4,118,000,000.00 Market approach Price-earnings ratio, liquidity discount Lower price-earnings ratio, higher liquidity discount, and lower fair value
Advantage Solutions Inc. 2023: <br><br>388,932,227.74 Market approach Marketability Discount Higher liquidity discount, lower fair value
Fujian Lianchuang Zhiye Construction Engineering Co., Ltd. 2023: <br><br>4,884,304.85 Market approach Price-to-book ratio Lower price-to- book ratio, lower fair value
– 497 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
5. Continuous tertiary fair value calculating projects, adjustment information among book values at term start and term end as wellas sensitivity analysis on unobserved parameters
--- ---
Applicable ¨ Not applicable
--- --- --- ---
**** Opening balance Other changes Transferred-out from level 3 Current gains or losses are recognized in profit or loss Closing balance Changes in unrealized gains or losses on assets held at the end of the year that are recognized in profit or loss
--- --- --- --- --- --- --- --- --- --- --- ---
Equity instrument investment 207,163,336.09 84,690,201.41 97,078,690.24 388,932,227.74 97,078,690.24
Other non-current financial assets 3,918,000,000.00 -266,519,880.76 3,651,480,119.24
Total 4,125,163,336.09 -181,829,679.35 97,078,690.24 4,040,412,346.98 97,078,690.24
6. For continuous fair value calculating items, the transfer reasons and the policy of determining the transfer time point shall bedescribed if transferring occurs among levels in the term
--- ---
¨ Applicable Not applicable
--- --- --- ---
7. Estimate technology change occurred in the current year and change reasons
--- ---
¨ Applicable Not applicable
--- --- --- ---
8. Financial asset not measured in fair value and fair value of financial liabilities
--- ---
Applicable ¨ Not applicable
--- --- --- ---

The following is a comparison of the carrying value and fair value of various categories of financial instruments, excluding lease liabilities and financial instruments with minimal differences between carrying value and fair value:

Carrying value Fair value
Financial liabilities
Long-term borrowings 349,889,789.58 345,653,482.03

The Management has assessed cash and cash equivalents, loans and advances, accounts receivable financing, accounts receivable, and accounts payable, among others, and determined that due to their short remaining terms, their fair values are approximately equal to their carrying amounts.

Fair value refers to the amount at which both parties to a transaction who are familiar with the condition exchange their assets or clear off their debts under fair conditions instead of the amount induced by forced selling or liquidation. The following methods and assumptions are used to estimate the fair values.

Long-term receivables, long and short-term borrowings, etc., are valued at fair value using the discounted cash flow method, using the market yield of other financial instruments with similar contractual terms, credit risks, and remaining maturities as the discount rate. On December 31, 2023, the Group assessed the self-non-compliance risk of borrowings, both long-term and short-term, as not significant.

– 498 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
9. Others
--- ---
¨ Applicable Not applicable
--- --- --- ---

XIV. Affiliated Parties and Affiliated Transactions

1. Parent company of the Company
¨ Applicable Not applicable
--- --- --- ---
2. Subsidiaries of the Company
--- ---

For details on the Company’s subsidiaries, please refer to the notes

Applicable ¨ Not applicable

For details of subsidiaries, please refer to Section X.1. Equity in subsidiaries

3. Cooperative enterprises and joint ventures of the Company

See Note for significant cooperative enterprises and joint ventures of the Company

Applicable ¨ Not applicable

For details of important cooperative enterprises and joint venture, please refer to section X, 3, Equities in Cooperative Enterprises and Joint Venture.

The information of other cooperative enterprises and joint ventures that have related- party transaction with the Company in this term, or had related-party transaction with the Company at earlier term and have formed balances.

Applicable ¨ Not applicable
Names of cooperative enterprises <br><br>and joint ventures Relation to the Company
--- ---
Yonghui Fresh Food Development Co., Ltd. The Group’s shareholding ratio of 32.12%
Zhongbai Holdings Group Co., Ltd. The Group’s shareholding ratio of 9.85%
Fujian OneBank Limited The Group’s shareholding ratio of 29.80%
Chengdu Hongqi Chain Co., Ltd. The Group’s shareholding ratio of 21.00%
Xiangcun Gaokao Agricultural Co., Ltd. The Group’s shareholding ratio of 20.00%
Fuzhou Yijiu San San Bean Products Co., Ltd. The Group’s shareholding ratio of 42.00%
Beijing Friendship Messenger Trading Co., Ltd. The Group’s shareholding ratio of 30.00%
Fujian Minwei Industrial Co., Ltd. The Group’s shareholding ratio of 17.59%
Fujian Xingyuan Agricultural and Animal Husbandry Technology Co., Ltd. The Group’s shareholding ratio of 20.00%
Sichuan Yongchuang Yaohui Supply Chain Management Co., Ltd. The Group’s shareholding ratio of 30.00%
1233 International Supply Chain Management Co., Ltd. The Group’s shareholding ratio of 40.00%
Yunda Online (Shenzhen) Technology Development Co., Ltd. The Group’s shareholding ratio of 15.53%
Origin Country Network Technology (Shanghai) Co., Ltd. The Group’s shareholding ratio of 4.24%
Shanghai Xuanhui Business Service Technology Co., Ltd. The Group’s shareholding ratio of 9.32%

Other disclosures

Applicable ¨ Not applicable
– 499 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

*Note1:*According to the provisions of the Articles of Association of the Origin Country Network Technology (Shanghai) Co., Ltd. (“Origin Country Network”), the board of directors of Origin Country Network consists of five members, of which one is nominated by our subsidiary Yonghui Yunchuang Technology Co., Ltd. Therefore, the Management of the Group believes that it can exert significant influence over Origin Country Network, making it a joint venture of the Company.

4. Other affiliated parties
Applicable ¨ Not applicable
--- --- --- ---
Name of other affiliated parties Relationship of other affiliated parties with the Company
--- ---
Tencent Technology (Shenzhen) Co.Ltd Related company of shareholder Linzhi Tencent Technology Co., Ltd., holding 5.27% equity of the Company
Tencent Cloud Computing (Beijing) Co., Ltd. Related company of shareholder Linzhi Tencent Technology Co., Ltd., holding 5.27% equity of the Company
Shenzhen Tencent Computer System Co., Ltd. Related company of shareholder Linzhi Tencent Technology Co., Ltd., holding 5.27% equity of the Company
Songyuan Rongtong Real Estate Development Co., Ltd. Minority shareholder of the Company’s sub-subsidiary
PARKnSHOP (China) Investment Co., Ltd. Minority shareholder of the Company’s subsidiary
Beijing Jingdong Century Trade Co., Ltd. Enterprise holding an 8.11% equity interest in the Company
Beijing Jingbangda Trading Co., Ltd. Entities controlled by the ultimate controlling party of Beijing Jingdong Century Trading Co., Ltd. and Suqian Hanbang Investment Management Co., Ltd., which together hold a total of 13.39% equity in the Company
Beijing Jingdong Century Information Technology Co., Ltd. Entities controlled by the ultimate controlling party of Beijing Jingdong Century Trading Co., Ltd. and Suqian Hanbang Investment Management Co., Ltd., which together hold a total of 13.39% equity in the Company
Jiangsu Jingdong Information Technology Co., Ltd. Entities controlled by the ultimate controlling party of Beijing Jingdong Century Trading Co., Ltd. and Suqian Hanbang Investment Management Co., Ltd., which together hold a total of 13.39% equity in the Company
Dada Group Limited Entities controlled by the ultimate controlling party of Beijing Jingdong Century Trading Co., Ltd. and Suqian Hanbang Investment Management Co., Ltd., which together hold a total of 13.39% equity in the Company
Fujian Xuanhui Real Estate Development Co., Ltd. Companies controlled by Zhang Xuansong, a natural person holding 8.72% equity interest in the Company
– 500 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Name of other affiliated parties Relationship of other affiliated parties with the Company
--- ---
Fujian Xuanhui Yongjia Business Operation Management Co., Ltd. Companies controlled by Zhang Xuansong, a natural person holding 8.72% equity interest in the Company
Fuzhou Xuanhui Property Development Co., Ltd. Companies controlled by Zhang Xuansong, a natural person holding 8.72% equity interest in the Company
Sanming Xuanhui Property Development Co., Ltd. Companies controlled by Zhang Xuansong, a natural person holding 8.72% equity interest in the Company
Yonghui (Pucheng) Real Estate Development Co., Ltd. Companies controlled by Zhang Xuansong, a natural person holding 8.72% equity interest in the Company
Fujian Lingyu Jinhua Brand Management Co., Ltd. Original cooperative enterprise of the Company
Beijing Yonghui Yuanxin Health Technology Co., Ltd. Original cooperative enterprise of the Company
Fujian Lianchuang Zhiye Construction Engineering Co., Ltd. Companies in which the Company holds a 15% equity interest
Directors, Supervisors, Chief Financial Officer, and Board Secretary Key Management Staff
Zhang Xuansong Natural person holding an 8.72% equity interest in the Company
5. Affiliated transactions
--- ---
(1). Related transactions for purchasing and selling commodities and providing and accepting labor service
--- ---

Table for goods procurement/labor service acceptance


Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Content of related Amount of Amount of
Affiliated parties transaction current period last period
Yonghui Fresh Food Development Co., Ltd. and its subsidiaries Commodity purchase 1,469,156,234.15 2,105,500,249.94
Beijing Friendship Messenger Trading Co., Ltd. Commodity purchase 570,067,475.31 593,897,060.08
Sichuan Yongchuang Yaohui Supply Chain Management Co., Ltd. Commodity purchase 742,340,591.77 602,816,315.71
1233 International Supply Chain Management Co., Ltd. and its subsidiaries Commodity purchase 978,919,593.22 1,027,468,818.31
Beijing Yonghui Yuanxin Health Technology Co., Ltd. and its subsidiaries Commodity purchase 36,607.52
Beijing JD Century Trading Co., Ltd. and its subsidiaries Commodity purchase 138,408,653.95 46,846,888.78
Xiangcun Gaoke Agricultural Co., Ltd. and its subsidiaries Commodity purchase 3,704,000.35 53,239,419.68
Fuzhou Yijiu San San Bean Products Co., Ltd. and its subsidiaries Commodity purchase 6,997.83 19,241,251.01
Fujian Xingyuan Agriculture and Animal Husbandry Technology Co., Ltd. and its subsidiaries Commodity purchase 37,967,841.57 47,647,616.10
Fujian Lingyu Jinhua Brand Management Co., Ltd. and its subsidiaries Commodity purchase 7,505,928.23 9,857,019.24
– 501 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Content of related Amount of Amount of
--- --- --- --- --- ---
Affiliated parties transaction current period last period
Fujian Minwei Industrial Co., Ltd. and its subsidiaries Commodity purchase 153,499.02 441,674.33
Dada Group Limited and its subsidiaries Labor service acceptance 387,267,398.89 427,634,887.75
Shanghai Xuanhui Business Service Technology Co., Ltd. and its subsidiaries Labor service acceptance 149,517,773.68 206,339,930.69
Yunda Online (Shenzhen) Technology Development Co., Ltd. and its subsidiaries Labor service acceptance 116,341,117.94 106,055,596.48
Fujian Lingyu Jinhua Brand Management Co., Ltd. and its subsidiaries Labor service acceptance 15,844,626.82 53,420,539.84
Tencent Cloud Computing (Beijing) Co., Ltd. Labor service acceptance 24,649,426.67 24,551,286.93
Yonghui Fresh Food Development Co., Ltd. and its subsidiaries Labor service acceptance 145,657.05 5,832,616.83
1233 International Supply Chain Management Co., Ltd. and its subsidiaries Labor service acceptance 17,528,327.10 6,286,109.86
Beijing Jingbangda Trading Co., Ltd. and its subsidiaries Labor service acceptance 596,261.58
Chengdu Hongqi Chain Co., Ltd. Labor service acceptance 110,745.21 427,308.47
Zhongbai Holdings Group Co., Ltd. and its subsidiaries Labor service acceptance 476,151.68
Shenzhen Tencent Computer System Co., Ltd. Labor service acceptance 91,194.94 1,886,792.45
Beijing Yonghui Yuanxin Health Technology Co., Ltd. and its subsidiaries Labor service acceptance 300.00
Beijing JD Century Trading Co., Ltd. and its subsidiaries Labor service acceptance 871,899.54 105.66
Yonghui (Pucheng) Real Estate Development Co., Ltd. Labor service acceptance 1,679,145.84
Fujian Xuanhui Real Estate Development Co., Ltd. and its subsidiaries Labor service acceptance 2,831,979.18
Tencent Cloud Computing (Beijing) Co., Ltd. Acquisition of fixed assets 5,445,769.70 13,507,804.63
Yonghui Fresh Food Development Co., Ltd. and its subsidiaries Acquisition of fixed assets 760,249.90 27,595.46
PARKnSHOP (China) Investment Co., Ltd. Usage fee for funds 2,303,769.47 2,148,661.82

Table for goods sale/labor service rendering

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Content of related Amount of Amount of
Affiliated parties transaction current period last period
Yonghui Fresh Food Development Co., Ltd. and its subsidiaries Sales of goods 62,725,436.88 150,093,850.59
Zhongbai Holdings Group Co., Ltd. and its subsidiaries Sales of goods 512,460.80 55,182,325.71
Beijing JD Century Trading Co., Ltd. and its subsidiaries Sales of goods 93,060,771.98 52,176,092.90
– 502 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Content of related Amount of Amount of
--- --- --- --- --- ---
Affiliated parties transaction current period last period
1233 International Supply Chain Management Co., Ltd. and its subsidiaries Sales of goods 1,417,301.80 12,710,597.41
Tencent Technology (Shenzhen) Co. Ltd Sales of goods 495,611.37
Fujian OneBank Limited Sales of goods 4,969.91
Yonghui Fresh Food Development Co., Ltd. and its subsidiaries Provision of labor services 16,936,812.86 21,318,264.78
1233 International Supply Chain Management Co., Ltd. and its subsidiaries Provision of labor services 10,605,632.77 11,277,391.86
Sichuan Yongchuang Yaohui Supply Chain Management Co., Ltd. Provision of labor services 218,416.99 5,465,952.11
Fujian OneBank Limited Provision of labor services 711,976.40 1,504,481.80
Zhongbai Holdings Group Co., Ltd. and its subsidiaries Provision of labor services 405,823.11
Fuzhou Yijiu San San Bean Products Co., Ltd. and its subsidiaries Provision of labor services 4,575.07 36,658.55
Xiangcun Gaoke Agricultural Co., Ltd. and its subsidiaries Provision of labor services 10,188.69 152,169.96
Fujian Xingyuan Agriculture and Animal Husbandry Technology Co., Ltd. and its subsidiaries Provision of labor services 58,868.10 58,912.41
Shanghai Xuanhui Business Service Technology Co., Ltd. and its subsidiaries Provision of labor services 141,509.44 127,358.49
Beijing Friendship Messenger Trading Co., Ltd. Provision of labor services 153,845.52
Fujian Lingyu Jinhua Brand Management Co., Ltd. and its subsidiaries Provision of labor services 33,122.64 117,924.53
Yunda Online (Shenzhen) Technology Development Co., Ltd. and its subsidiaries Provision of labor services 94,339.62
Tencent Technology (Shenzhen) Co. Ltd Provision of labor services 47,305.54
Beijing JD Century Trading Co., Ltd. and its subsidiaries Provision of labor services 4,943.09
Fujian OneBank Limited Interest income 8,512,613.57 14,301,348.84
Fujian Minwei Industrial Co., Ltd. Interest income 1,693,288.23 3,278,939.00
Fujian Xingyuan Agricultural and Animal Husbandry Technology Co., Ltd. Interest income 2,021,552.69 3,144,280.00
Yonghui Fresh Food Development Co., Ltd. and its subsidiaries Interest income 6,121,111.00
Fuzhou Yijiu San San Bean Products Co., Ltd. and its subsidiaries Interest income 455,753.42 531,666.05

Affiliated transaction description on purchase and sale of goods, supply and labor service acceptance.

Applicable Not applicable
– 503 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(2). Related entrusted management/contracting and mandatory management/outsourcing conditions
--- ---

Table for trustee management and contracting of the Company:

¨ Applicable Not applicable

Description of the condition of affiliated trusteeship/contracting

¨ Applicable Not applicable

List of entrusted management/outsource cases of the Company

¨ Applicable Not applicable

Description on affiliated management/contracting condition

¨ Applicable Not applicable
(3). Related lease
--- ---

The Company is the lessor:

Applicable Not applicable

Unit: Yuan Currency: RMB

Confirmed Confirmed
leasing income leasing income
in current in previous
Name of lessee Type of leased assets period period
Yonghui Fresh Food Development Co., Ltd. and its subsidiaries Warehouse leasing 22,796,883.00 21,820,885.81
1233 International Supply Chain Management Co., Ltd. Commercial land – Fuzhou MIXC 3,394,909.28 4,318,987.78
Fujian Lingyu Jinhua Brand Management Co., Ltd. Commercial land – Chongqing Xuanhui Real Estate Company 570,629.72 983,749.64
Beijing Yonghui Yuanxin Health Technology Co., Ltd. and its subsidiaries Commercial land – Guanghua Avenue Store, Wenjiang, Chengdu 230,603.70
– 504 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

The Company as the Leasee:

Applicable Not applicable

Unit:Yuan Currency: RMB

Simplified<br> rental fees for Variable<br> lease payments
short-term<br> leases and not<br> included in the
low-value<br> asset leases measurement<br> of lease Interest<br> expense on lease Increased<br> right-of-use
(if<br> applicable) liabilities<br> (if applicable) Rent<br> paid liabilities<br> assumed assets
Name of<br> Lessor Type<br> of leased assets Amount<br> of<br> current<br> period Amount<br> of<br> last period Amount<br> of<br> current<br> period Amount<br> of<br> last period Amount<br> of<br> current<br> period Amount<br> of<br> last period Amount<br> of<br> current<br> period Amount<br> of<br> last period Amount<br> of<br> current<br> period Amount<br> of<br> last period
Yonghui<br> (Pucheng) Real Estate Development Co., Ltd. Commercial<br> land – Pucheng Xinghua Store 2,756,399.32 2,689,318.80 1,027,362.46 1,105,949.88
Zhang<br> Xuansong Commercial<br> land – Daru Shijia Store 5,957,905.36 5,957,905.36 1,119,711.37 1,345,709.01
Zhang<br> Xuansong Office<br> building – Zuohai Office Building 3,364,197.04 3,368,808.68 35,572.39 35,474.94 3,330,930.47
Fuzhou<br> Xuanhui Property Development Co., Ltd. Commercial<br> land – Fuzhou Minhou Nantong Branch Store 912,307.04 908,708.28 1,165,508.28 1,153,594.70
Sanming<br> Xuanhui Property Development Co., Ltd. Commercial<br> land – Yongjia Tiandi Store 791,390.47 730,514.28 936,521.42 924,483.60 169,958.64
Fujian<br> Xuanhui Real Estate Development Co., Ltd. Commercial<br> land and office building – Park Store 4,370,322.28 3,250,455.43 1,073,978.16 929,005.04 6,150,237.91 1,722,158.32
– 505 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Simplified rental fees for Variable lease payments **** **** ****
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
**** **** short-term leases and not included in the **** **** ****
**** **** low-value asset leases measurement of lease **** Interest expense on lease Increased right-of-use
**** **** (if applicable) liabilities (if applicable) Rent paid liabilities assumed assets
Name of Lessor Type of leased assets Amount of current period Amount of last period Amount of current period Amount of last period Amount of current period Amount of last period Amount of current period Amount of last period Amount of current period Amount of last period
Fujian Xuanhui Real Estate Development Co., Ltd. Commercial land – Quangang Yongjia Store, Quanzhou 2,198,296.56 1,998,451.32 1,186,629.60 1,227,399.86
Yonghui Fresh Food Development Co., Ltd. and its subsidiaries Warehouse Leasing – Beijing Logistics Warehouse 5,174,311.92 5,174,311.92 5,174,311.92 5,174,311.92
Yonghui Fresh Food Development Co., Ltd. and its subsidiaries Warehouse Leasing – Anhui Logistics Warehouse 366,972.50 366,972.50
Yonghui Fresh Food Development Co., Ltd. and its subsidiaries Warehouse Leasing – Shaanxi Logistics Warehouse 595,369.67 595,369.67

Descriptions of affiliated leases condition

Applicable Not applicable

Since January 1, 2021, the Company has been adopting the new leasing standard. Under the new standard, for non-exempt lease contracts, the Company no longer recognizes lease expenses on the balance sheet. Lease expenses for exempt contracts are recognized using the straight-line method.

– 506 –

APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(4). Related-party guarantee
--- ---

The Company as the guarantor

¨ Applicable Not applicable

The Company as the guaranteed party

¨ Applicable Not applicable

Description of affiliated guarantee

¨ Applicable Not applicable
(5). Fund inter-bank lending for affiliated parties
--- ---
Applicable Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Affiliated parties Lending amount Starting date Due date Explanation
Borrowings
PARKnSHOP (China) Investment Co., Ltd. 46,250,000.00 May 9, 2023 May 8, 2026 Borrowings
Lendings
Fujian Minwei Industrial Co., Ltd. 15,426,841.79 December 31, 2023 December 31, 2024 Factoring funds
Fujian Xingyuan Agricultural and Animal Husbandry Technology Co., Ltd. 14,108,990.51 December 14, 2023 December 31, 2024 Factoring funds
Fuzhou Yijiu San San Bean Products Co., Ltd. and its subsidiaries 393,862.51 May 11, 2023 October 31, 2024 Group borrowings
(a) In the fiscal year 2023, the Group’s subsidiary extended loans to ParknShop (China) Investment Co.,<br>Ltd. totaling RMB46,250,000.00, with an interest rate of 4.75% and due on May 8, 2026. The original total loan amount was RMB46,250,000.00,<br>with an interest rate of 4.75% and a start date of May 9, 2019, due on May 8, 2023.
--- ---
(b) In the year 2021, Fujian Minwei Industrial Co., Ltd. obtained factoring loans from the Group with a total<br>amount of RMB61,900,000.00, with an annual interest rate of 8.50%, maturing within 2022. In the year 2022, an extension of RMB53,900,000.00<br>was granted, with an annual interest rate of 8.50%, maturing within 2023. In the year 2023, an extension of RMB15,426,841.79 was granted.
--- ---
(c) In the year 2021, Fujian Xingyuan Agricultural and Animal Husbandry Technology Co, Ltd. obtained factoring<br>loans from the Group with a total amount of RMB35,000,000.00, with an annual interest rate of 12.00%, maturing within 2022. In the year<br>2022, an extension of RMB25,971,389.79 was granted, with an annual interest rate of 12.00%, maturing within 2023. In the year 2023, an<br>extension of RMB14,108,990.51 was granted.
--- ---
(d) In the year 2023, Fuzhou Yiyi San Can Bean Products Co., Ltd. and its subsidiary obtained short-term loans<br>from the Group with a total amount of RMB393,862.51 (2022: RMB438,876.40), with an annual interest rate of 4.785%-4.875%, starting the<br>earliest on May 11, 2023, with maturity date the latest on November 27, 2024. The remaining balance is RMB12,167,876.40, which will mature<br>no later than February 24, 2024.
--- ---
– 507 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(6). Assets transferring and debt restructuring of affiliated parties
--- ---
¨ Applicable Not applicable
--- --- --- ---
(7). Remuneration for key management personnel
--- ---
Applicable Not applicable
--- --- --- ---

Unit: ’0,000 Yuan Currency:RMB

Items Amount of <br> current period Amount of<br> last period
Remuneration for key management personnel 2,331.64 2,364.79
(8). Other related transactions
--- ---
¨ Applicable Not applicable
--- --- --- ---
6. Unsettled items related to receivables, payables, and affiliated parties
--- ---
(1). Receivables
--- ---
Applicable Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing balance Opening balance
Project name Affiliated parties Book balance Bad debt<br><br> provision Book balance Bad debt<br><br> provision
Account receivable Dada Group Limited and its subsidiaries 34,181,676.55 341,816.77 59,362,623.65 593,626.24
Account receivable 1233 International Supply Chain Management Co., Ltd. and its subsidiaries 898,414.49 8,984.14 764,445.10 7,644.45
Account receivable Zhongbai Holdings Group Co., Ltd. and its subsidiaries 1,443,456.91 14,434.57 1,432,130.81 14,321.31
Account receivable Jiangsu Jingdong Information Technology Co., Ltd. 284,794.41 2,847.94 284,794.41 2,847.94
Account receivable Yunda Online (Shenzhen) Technology Development Co., Ltd. and its subsidiary 4,964,630.51 49,646.31 4,516,540.92 45,165.41
Account receivable Beijing JD Century Trading Co., Ltd. and its subsidiaries 6,014,103.25 60,141.03 14,489,642.29 144,896.42
Other receivables Fuzhou Yijiu San San Bean Products Co., Ltd. and its subsidiaries 13,821,492.25 13,821,492.25 12,944,531.11 12,944,531.11
Other receivables Yunda Online (Shenzhen) Technology Development Co., Ltd. and its subsidiaries 100,000.00 1,000.00 200,000.00 2,000.00
Other receivables Fujian OneBank Limited 866,128.40 8,661.28 389,579.34 3,895.79
Other receivables Dada Group Limited and its subsidiaries 59,547.55 595.48 110,000.00 1,100.00
Other receivables Beijing Jingdong Century Trade Co., Ltd. 100,000.00 1,000.00 100,000.00 1,000.00
Other receivables 1233 International Supply Chain Management Co., Ltd. and its subsidiaries 82,500.00 825.00
– 508 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Closing balance Opening balance
--- --- --- --- --- --- --- --- --- ---
Project name Affiliated parties Book balance Bad debt<br><br> provision Book balance Bad debt<br><br> provision
Other receivables Shanghai Xuanhui Business Service Technology Co., Ltd. and its subsidiaries 373.26 3.73
Other receivables Fujian Lianchuang Zhiye Construction Engineering Co., Ltd. 3,969,595.64 39,695.96
Prepaid accounts Sichuan Yongchuang Yaohui Supply Chain Management Co., Ltd. 3,451,908.28 88,942,276.95
Prepaid accounts Beijing Friendship Messenger Trading Co., Ltd. 65,514,899.66 24,965,052.97
Prepaid accounts Beijing JD Century Trading Co., Ltd. and its subsidiaries 14,798,339.15 6,726,802.12
Prepaid accounts Fujian Xingyuan Agriculture and Animal Husbandry Technology Co., Ltd. and its subsidiaries 495,345.17
Prepaid accounts Fujian Lingyu Jinhua Brand Management Co., Ltd. 55,296.26
Prepaid accounts Xiangcun Gaoke Agricultural Co., Ltd. and its subsidiaries 5,527.79 254,734.86
Prepaid accounts Dada Group Limited and its subsidiaries 785,961.95 115,422.46
Prepaid accounts Origin Country Network Technology (Shanghai) Co., Ltd. 27,422.02 67,800.10
Prepaid accounts Shanghai Xuanhui Business Service Technology Co., Ltd. 16,249.99 16,249.99
Prepaid accounts Fuzhou Yijiu San San Bean Products Co., Ltd. and its subsidiaries 11,066.00 12,032.40
Prepaid accounts Shenzhen Tencent Computer System Co., Ltd. 854,716.98 2,052,547.17
Factoring receivable Fujian Minwei Industrial Co., Ltd. 15,426,841.79 4,628,052.54 25,935,974.23 7,780,792.27
Factoring receivable Fujian Xingyuan Agricultural and Animal Husbandry Technology Co., Ltd. 14,108,990.51 8,465,394.31 24,069,912.36 7,179,682.94
(2). Accounts payable
--- ---
Applicable Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing book Opening book
Project name Affiliated parties balance balance
Accounts payable Yonghui Fresh Food Development Co., Ltd. and its subsidiaries 229,634,343.19 158,782,785.61
Accounts payable 1233 International Supply Chain Management Co., Ltd. and its subsidiaries 122,803,359.27 150,674,367.43
– 509 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Closing book Opening book
--- --- --- ---
Project name Affiliated parties balance balance
Accounts payable Xiangcun Gaoke Agricultural Co., Ltd. and its subsidiaries 125,955.03 3,714,327.94
Accounts payable Fujian Xingyuan Agriculture and Animal Husbandry Technology Co., Ltd. and its subsidiaries 1,686,624.04 389,777.13
Accounts payable Dada Group Limited and its subsidiaries 14,294,741.03
Accounts payable Fuzhou Yijiu San San Bean Products Co., Ltd. and its subsidiaries 2,376.69 2,927,831.08
Accounts payable Fujian Lingyu Jinhua Brand Management Co., Ltd. and its subsidiaries 3,685,311.72
Accounts payable Zhongbai Holdings Group Co., Ltd. and its subsidiaries 105,692.17 11,753.14
Accounts payable Fujian Minwei Industrial Co., Ltd. and its subsidiaries 40,586.73 114,477.03
Accounts payable Origin Country Network Technology (Shanghai) Co., Ltd. 52,775.50 55,305.33
Accounts payable Beijing JD Century Trading Co., Ltd. and its subsidiaries 221,734.15 3,447.15
Other payables Dada Group Limited and its subsidiaries 30,723,535.72 52,983,951.82
Other payables PARKnSHOP (China) Investment Co., Ltd. 46,969,371.21
Other payables Fujian Lingyu Jinhua Brand Management Co., Ltd. and its subsidiaries 20,144,212.34
Other payables Shanghai Xuanhui Business Service Technology Co., Ltd. and its subsidiaries 29,694,435.19 20,158,019.37
Other payables Yunda Online (Shenzhen) Technology Development Co., Ltd. and its subsidiaries 18,188,135.48 25,143,631.86
Other payables Songyuan Rongtong Real Estate Development Co., Ltd. 1,778,060.52 1,778,060.52
Other payables Chengdu Hongqi Chain Co., Ltd. and its subsidiaries 200,000.00
Other payables Tencent Cloud Computing (Beijing) Co., Ltd. 1,204,212.55
Other payables Zhang Xuansong 1,880,742.05 1,880,742.05
– 510 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Closing book Opening book
--- --- --- ---
Project name Affiliated parties balance balance
Other payables Fujian Xuanhui Real Estate Development Co., Ltd. and its subsidiaries 1,957,896.72 1,369,579.07
Other payables Beijing JD Century Trading Co., Ltd. and its subsidiaries 360,465.62 81,150.66
Other payables Fujian Lianchuang Zhiye Construction Engineering Co., Ltd. 5,936,687.77
Other payables 1233 International Supply Chain Management Co., Ltd. and its subsidiaries 2,453,667.80 1,640,383.21
Contract liabilities Beijing JD Century Trading Co., Ltd. and its subsidiaries 174,642.44
Contract liabilities Yunda Online (Shenzhen) Technology Development Co., Ltd. and its subsidiaries 2,015.70 2,017.92
Contract liabilities Zhongbai Holdings Group Co., Ltd. and its subsidiaries 4,199,706.23 4,038,766.18
Contract liabilities Fujian Lingyu Jinhua Brand Management Co., Ltd. and its subsidiaries 878,866.62
Contract liabilities Dada Group Limited and its subsidiaries 1,382.66 40,902.40
Contract liabilities Shanghai Xuanhui Business Service Technology Co., Ltd. and its subsidiaries 3,965.56
Advance payment Fujian Lingyu Jinhua Brand Management Co., Ltd. and its subsidiaries 8,172.80
Advance payment 1233 International Supply Chain Management Co., Ltd. and its subsidiaries 1,103,310.75
Lease liabilities Fujian Xuanhui Real Estate Development Co., Ltd. 44,738,883.88 57,161,386.37
Lease liabilities Zhang Xuansong 20,320,479.21 28,202,639.31
Lease liabilities Fuzhou Xuanhui Property Development Co., Ltd. 24,521,455.20 38,507,138.00
Lease liabilities Yonghui (Pucheng) Real Estate Development Co., Ltd. 20,511,406.73 27,827,132.10
Lease liabilities Sanming Xuanhui Property Development Co., Ltd. 19,894,239.44 30,643,982.21
Other non-current liabilities PARKnSHOP (China) Investment Co., Ltd. 46,931,643.83
– 511 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

(3)   Otheritems

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Project name Affiliated parties Closing book <br><br>balance Opening book <br><br>balance
Cash deposits and balances Fujian OneBank Limited 300,053,572.33 800,300,903.35
7. Commitment of affiliated parties
--- ---
¨ Applicable Not applicable
--- --- --- ---

**8.**Others

¨ Applicable Not applicable
XV. Share-based Payment
--- ---
1. Various equity instruments
--- ---
¨ Applicable Not applicable
--- --- --- ---

Outstanding stock options or other equity instruments at the end of the period

¨ Applicable Not applicable
2. Condition of equity-settled share-based payment
--- ---
¨ Applicable Not applicable
--- --- --- ---
3. Condition of cash-settled share-based payment
--- ---
¨ Applicable Not applicable
--- --- --- ---
4. Share-based payment expenses for the current period
--- ---
¨ Applicable Not applicable
--- --- --- ---
5. Condition of modification and termination of share-based payment
--- ---
¨ Applicable Not applicable
--- --- --- ---
6. Others
--- ---
¨ Applicable Not applicable
--- --- --- ---
XVI. Commitments and Contingencies
--- ---
1. Major commitments
--- ---
¨ Applicable Not applicable
--- --- --- ---

External commitments, property and amount on balance sheet date

– 512 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
2. Contingencies
--- ---
(1). Important contingencies existed on the balance sheet date
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). The descriptions shall be given to significant contingencies which do not require separate disclosure by the Company:
--- ---
¨ Applicable Not applicable
--- --- --- ---
3. Others
--- ---
¨ Applicable Not applicable
--- --- --- ---
XVII. Events Occurring after the Balance Sheet Date
--- ---
1. Important non-adjusting events
--- ---
¨ Applicable Not applicable
--- --- --- ---
2. Profit distributions
--- ---
¨ Applicable Not applicable
--- --- --- ---
3. Sales return
--- ---
¨ Applicable Not applicable
--- --- --- ---
4. Description of other events occurring after the balance sheet date
--- ---
¨ Applicable Not applicable
--- --- --- ---
XVIII. Other Important Matters
--- ---
1. Correction of accounting error at earlier stage
--- ---
(1). Retrospective restatement
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Prospective application
--- ---
¨ Applicable Not applicable
--- --- --- ---
2. Major debt restructuring
--- ---
¨ Applicable Not applicable
--- --- --- ---
3. Assets swap
--- ---
(1). Non-monetary assets exchange
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Other assets replacements
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 513 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
4. Pension plan
--- ---
¨ Applicable Not applicable
--- --- --- ---
5. Operation termination
--- ---
¨ Applicable Not applicable
--- --- --- ---
6. Segment information
--- ---
(1). Determination basis and accounting policy of reporting division
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Financial information of report segments
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). The Company shall explain the reason if there is no report segment or it can not disclose the total assets and total balance inthe report segments.
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Excluding the retail business, the Group does not operate any other business that has a significant impact on its operational results. The products sold by the Group have similar characteristics and bear similar risks and returns. Therefore, the Group’s operating activities belong to a single business segment. As the Group operates its business only in one region, with the majority of its revenue and assets located within the territory of China, the Group is not required to disclose segment data.

(4). Other disclosures
¨ Applicable Not applicable
--- --- --- ---
7. Other significant transactions and matters having effect on investor’s decision
--- ---
¨ Applicable Not applicable
--- --- --- ---
8. Others
--- ---
¨ Applicable Not applicable
--- --- --- ---
XIX. Notes to Main Items in the Parent Company’s Financial Statements
--- ---
1. Accounts receivable
--- ---
(1). Disclosure by aging
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB ****

Aging Closing book<br><br> balance Opening book <br><br>balance
Within 1 year 74,112,527.39 75,576,047.68
Sub-total within one year 74,112,527.39 75,576,047.68
1-2 years 265,984.71 894,402.56
2-3 years 728,520.59 250,621.82
Over 3 years 330,998.34 213,526.58
Total 75,438,031.03 76,934,598.64
– 514 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(2). Classified disclosure by bad-debt provision method
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing<br> balance Opening<br> balance
Book<br> balance Bad<br> debt provision Book<br> balance Bad<br> debt provision
Proportion Proportion
of<br> bad-debt Carrying of<br> bad-debt Carrying
Category Amount Ratio Amount provision value Amount Ratio Amount provision value
% (%) % (%)
Provision<br> made on a collective basis 75,438,031.03 100.00 5,720,723.07 7.58 69,717,307.96 76,934,598.64 100.00 4,196,611.60 5.45 72,737,987.04
Among which:
Portfolio<br> 1
Accounts<br> receivable from sales 73,450,045.37 97.36 5,184,891.32 7.06 68,265,154.05 73,228,760.38 95.18 3,676,899.99 5.02 69,551,860.39
Supplier<br> service fees and rentals 1,056,996.54 1.41 526,521.87 49.81 530,474.67 2,280,236.00 2.97 505,455.59 22.17 1,774,780.41
Portfolio<br> 2
Accounts<br> receivable from affiliated
parties 930,989.12 1.23 9,309.88 1.00 921,679.24 1,425,602.26 1.85 14,256.02 1.00 1,411,346.24
Total 75,438,031.03 / 5,720,723.07 / 69,717,307.96 76,934,598.64 / 4,196,611.60 / 72,737,987.04
– 515 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Provision of bad debts due to specific consideration:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

Applicable ¨ Not applicable

Combined provision items: Combination 1

Unit: Yuan Currency:RMB

Closing balance
Proportion of
Name Account receivable Bad debt <br><br>provision bad-debt <br><br>provision
(%)
Within 1 year 73,583,248.32 5,150,827.45 7.00
1-2 years 264,705.51 68,823.43 26.00
2-3 years 328,089.74 160,763.97 49.00
Over 3 years 330,998.34 330,998.34 100.00
Total 74,507,041.91 5,711,413.19

Explanation of the provision for bad debt based on portfolio composition:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

Applicable ¨ Not applicable

Combined provision items: Combination 2

Unit: Yuan Currency:RMB

Closing balance
Proportion of
Name Account receivable Bad debt <br><br>provision bad-debt<br><br> provision
(%)
Accounts receivable from affiliated parties 930,989.12 9,309.88 1.00
Total 930,989.12 9,309.88

Explanation of the provision for bad debt based on portfolio composition:

¨ Applicable Not applicable

Provision for bad debts based on the general model of expected credit losses

¨ Applicable Not applicable

Description of significant changes in the book balance of accounts receivable due to changes in loss provision in the current period:

¨ Applicable Not applicable
– 516 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(3). Situation of the provision of bad debts
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase and decrease of current period
Category Opening<br> balance Provision Provision<br><br>Recovered <br><br>or Reversed Charge-off <br> or write-off Other <br><br>changes Closing<br>  balance
Bad-debt provision for accounts receivable 4,196,611.60 1,578,592.26 54,480.79 5,720,723.07
Total 4,196,611.60 1,578,592.26 54,480.79 5,720,723.07

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Not applicable
(4). Receivables actually verified and cancelled in the current period
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Write-off<br><br>amount
Accounts receivable actually written off 54,480.79

Significant write-off of accounts receivable during the year

¨ Applicable Not applicable

Descriptions for verification and write-off of receivables:

¨ Applicable Not applicable
(5). Accounts receivable and contract assets of the top five ending balances collected by the debtor
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Unit name Closing balance of  accounts  receivable Proportion in  the total  closing  balance of  accounts  receivable Closing  balance of  bad-debt provision
(%)
Client I 36,445,808.78 48.31 2,551,206.61
Client II 4,655,951.62 6.17 325,916.61
Client III 4,346,578.17 5.76 304,260.47
Client IV 3,627,104.42 4.81 253,897.31
Client V 1,393,447.77 1.85 97,541.34
Total 50,468,890.76 66.90 3,532,822.34
– 517 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Other notes:

¨ Applicable Not applicable
2. Other receivables
--- ---

Itemized list

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Other receivables 10,036,094,493.61 11,153,838,335.49
Total 10,036,094,493.61 11,153,838,335.49

Other notes:

¨ Applicable Not applicable

Interest receivable

(1). Classification of interest receivable
¨ Applicable Not applicable
--- --- --- ---
(2). Significant overdue interest
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Classified disclosure by bad-debt provision method
--- ---
¨ Applicable Not applicable
--- --- --- ---

Provision of bad debts due to specific consideration:

¨ Applicable Not applicable

Explanation for individual bad debt provision:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

¨ Applicable Not applicable
(4). Provision for bad debts based on the general model of expected credit losses
--- ---
¨ Applicable Not applicable
--- --- --- ---

Explanation of significant changes in the carrying balance of interest receivable for which there have been provision for bad debts changes in the current period:

¨ Applicable Not applicable
– 518 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(5). Situation of the provision of bad debts
--- ---
¨ Applicable Not applicable
--- --- --- ---

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Not applicable
(6). Interest on receivables actually written off in the current period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Significant accrued interest write-off situations

¨ Applicable Not applicable

Write-off explanation:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable

Dividends receivable

(1). Dividends receivable
¨ Applicable Not applicable
--- --- --- ---
(2). Significant dividend receivable of more than 1 year
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Classified disclosure by bad-debt provision method
--- ---
¨ Applicable Not applicable
--- --- --- ---

Provision of bad debts due to specific consideration:

¨ Applicable Not applicable

Explanation for individual bad debt provision:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

¨ Applicable Not applicable
(4). Provision for bad debts based on the general model of expected credit losses
--- ---
¨ Applicable Not applicable
--- --- --- ---

Explanation of significant changes in the carrying balance of dividends receivable for which there have been provision for bad debts changes in the current period:

¨ Applicable Not applicable
– 519 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(5). Situation of the provision of bad debts
--- ---
¨ Applicable Not applicable
--- --- --- ---

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Not applicable

Other notes:

(6). Dividends on receivables actually written off in the current period
¨ Applicable Not applicable
--- --- --- ---

Significant accrued dividends write-off situations

¨ Applicable Not applicable

Write-off explanation:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable

Other receivables

(1). Disclosure by aging
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Aging Closing book<br> balance Opening book<br> balance
Within 1 year 9,980,892,464.22 11,101,750,690.94
Sub-total within one year 9,980,892,464.22 11,101,750,690.94
1-2 years 15,184,320.75 10,615,888.36
2-3 years 8,126,621.90 12,335,754.05
Over 3 years 50,151,367.12 46,269,309.38
Total 10,054,354,773.99 11,170,971,642.73
(2). Classification of other accounts payable according to the nature of payment
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Nature of payment Closing book<br> balance Opening book<br> balance
Various types of deposits and guarantees receivable 58,577,363.02 65,722,463.55
Purchases and store petty cash payments 3,397,659.18 4,644,790.40
Receivables from affiliated parties 17,958,742.01 13,377,404.37
Other receivables 8,004,724.09 6,105,429.08
Intra-group receivables 9,966,416,285.69 11,081,121,555.33
Total 10,054,354,773.99 11,170,971,642.73
– 520 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(3). Provision of bad debts
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Phase I Phase II Phase III
Bad debt provision Expected credit<br> loss over the<br> next 12 months Expected credit <br> loss within the<br> whole duration<br> (no credit<br> impairment<br> occurred) Expected credit <br> loss within the <br> whole duration <br> (credit <br> impairment <br> incurred) Total
Balance as of January 1, 2023 817,018.41 577,443.13 15,738,845.70 17,133,307.24
The balance as of January 1, 2023 is in the current period
– Transferred to Phase II -321,997.58 321,997.58
– Transferred to Phase III -19,022.32 19,022.32
– Reversed to Phase II
– Reversed to Phase I
Provision of the current period 362,132.50 3,190,633.48 3,552,765.98
Provision reversed in current period 112,602.10 412,283.20 1,885,253.21 2,410,138.51
Charge-off of the current period
Write-off of the current period 15,654.33 15,654.33
Other changes Balance as of December 31, 2023 744,551.23 468,135.19 17,047,593.96 18,260,280.38
Basis for stage classification and bad debt provision ratio
---
(1) The Company handles other receivables using the general model<br>for expected credit losses. On each balance sheet date, the credit risk of these receivables is assessed and categorized into three stages<br>to calculate the expected credit losses.
--- ---
The Company respectively measures<br>the expected credit losses of financial instruments in different stages. If the credit risk of a financial instrument has not increased<br>significantly since initial recognition, in the first stage, the Company measures the loss provision based on the expected credit loss<br>within the next 12 months; if the credit risk of a financial instrument has increased significantly after initial recognition but no credit<br>reduction has occurred, in the second stage, the Company measures the loss provision based on the expected credit loss in the whole duration<br>of the instrument; if the financial instrument has suffered credit impairment since initial recognition, in the third stage, the Company<br>measures the loss provision based on the expected credit loss in the whole duration of the instrument.
(2) The<br>Company divides other receivables into payment nature and aging portfolio based on credit risk characteristics and calculates expected<br>credit losses based on the portfolio. For other receivables classified into portfolios, the Company calculates expected credit losses<br>based on default risk exposure and expected credit loss rates within the next 12 months or the entire duration.
(3) Provision<br>for significant bad debt risk on other receivables with large amounts and significant impact on profitability. Provision for bad debt<br>is recognized based on the expected credit loss throughout the entire remaining period.
– 521 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Explanation of significant changes in the book value of other receivables with provision changes in the current period:

¨ Applicable Not applicable

Basis for provision for bad debt and assessment of significant increase in credit risk of financial instruments during the period:

¨ Applicable Not applicable
(4). Situation of the provision of bad debts
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase and decrease of current period
Category Opening<br> balance Provision Provision<br> Recovered<br> or Reversed Charge-off<br> or write-off Other<br> changes Closing<br> balance
Bad-debt provision for other receivables 17,133,307.24 3,552,765.98 2,410,138.51 15,654.33 18,260,280.38
Total 17,133,307.24 3,552,765.98 2,410,138.51 15,654.33 18,260,280.38

Significant reversal or recovery of bad-debt provision of current year is:

¨ Applicable Not applicable
(5). Other receivables actually verified and cancelled of current year
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Write-off
Items amount
Other receivables actually written off 15,654.33

Where the other receivables written off is important:

¨ Applicable Not applicable

Descriptions for verification and write-off of other receivables:

¨ Applicable Not applicable
– 522 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(6). Other receivables of top five companies with the greatest closing amount based on the debtor’s categorizing
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Unit name Closing balance Proportion in total<br> closing balance of<br> other receivables Nature of<br> receivable Aging Closing balance of<br> bad-debt provision
(%)
No. 1 1,250,472,354.00 12.44 Intra-group receivables. Within 1 year
No. 2 1,125,645,870.32 11.20 Intra-group receivables. Within 1 year
No. 3 1,048,752,084.91 10.43 Intra-group receivables. Within 1 year
No. 4 839,965,511.75 8.35 Intra-group receivables. Within 1 year
No. 5 811,354,466.82 8.07 Intra-group receivables. Within 1 year
Total 5,076,190,287.80 50.49 / /
(7). Reported under other receivables due to centralized cash management
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
3. Long-term equity investment
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency:RMB

Items Book balance Closing balance<br> Impairment<br> provision Carrying value Book balance Opening balance<br> Impairment<br> provision Carrying value
Investment in subsidiaries 8,674,607,680.11 8,674,607,680.11 8,533,363,770.99 8,533,363,770.99
Investment in cooperative enterprises and joint ventures 3,653,918,821.42 757,903,054.21 2,896,015,767.21 3,561,969,941.27 356,747,029.69 3,205,222,911.58
Total 12,328,526,501.53 757,903,054.21 11,570,623,447.32 12,095,333,712.26 356,747,029.69 11,738,586,682.57
– 523 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(1). Investment in subsidiaries
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Depreciation
provision Closing balance
Opening Increase in the Decrease in the accrued in of provision for
Investee balance current period current period Closing balance current period impairment
Fujian Yonghui Superstores Co., Ltd. 800,000,000.00 800,000,000.00
Chongqing Yonghui Superstores Co., Ltd. 714,400,000.00 714,400,000.00
Beijing Yonghui Superstores Co., Ltd. 600,000,000.00 600,000,000.00
Liaoning Yonghui Superstores Co., Ltd. 600,000,000.00 600,000,000.00
Sichuan Yonghui Store Co., Ltd. 1,000,000,000.00 1,000,000,000.00
Jilin Yonghui Superstores Co., Ltd. 300,000,000.00 300,000,000.00
Shanghai Yonghui Superstores Co., Ltd. 300,000,000.00 300,000,000.00
Anhui Yonghui Superstores Co., Ltd. 285,080,000.00 285,080,000.00
Fujian Yonghui Logistics Co., Ltd. 285,000,000.00 285,000,000.00
Guangdong PARK&YH Superstores Co., Ltd. 370,000,000.00 370,000,000.00
Guizhou Yonghui Superstores Co., Ltd. 200,000,000.00 200,000,000.00
Hebei Yonghui Superstores Co., Ltd. 200,000,000.00 200,000,000.00
Jiangsu Yonghui Superstores Co., Ltd. 200,000,000.00 200,000,000.00
Zhejiang Yonghui Superstores Co., Ltd. 120,000,000.00 120,000,000.00
Chengdu Yonghui Business Development Co., Ltd. 104,000,000.00 104,000,000.00
Yonghui Logistics Co., Ltd. 90,000,000.00 90,000,000.00
Fuzhou Minhou Yonghui Superstores Co., Ltd. 89,521,504.19 89,521,504.19
Henan Yonghui Superstores Co., Ltd. 80,860,000.00 80,860,000.00
Shanghai Dongzhan International Trade Co., Ltd. 59,210,296.00 59,210,296.00
Hubei Yonghui Zhongbai Superstores Co., Ltd. 55,000,000.00 55,000,000.00
Fujian Strait Food Development Co., Ltd. 53,000,000.00 53,000,000.00
Fujian Minhou Yonghui Commercial Co., Ltd. 50,000,000.00 50,000,000.00

– 524 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Depreciation
--- --- --- --- --- --- --- --- --- --- ---
provision Closing balance
Opening Increase in the Decrease in the accrued in of provision for
Investee balance current period current period Closing balance current period impairment
Anhui Yonghui Logistics Co., Ltd. 50,000,000.00 50,000,000.00
Shandong Yonghui Superstores Co., Ltd. 50,000,000.00 50,000,000.00
Xiamen Yonghui Minsheng Superstores Co., Ltd. 41,670,000.00 41,670,000.00
Hunan Yonghui Superstores Co., Ltd. 40,000,000.00 40,000,000.00
Fujian Yonghui Commercial Co., Ltd. 37,398,045.18 37,398,045.18
Jiangsu Yonghui Business Management Co., Ltd. 30,000,000.00 30,000,000.00
Fujian Yonghui Culture Media Co., Ltd. 28,256,090.88 28,256,090.88 0.00
Fuping Yonghui Modern Agricultural Development Co., Ltd. 31,010,000.00 31,010,000.00
Yonghui Holdings Co., Ltd. 25,277,999.95 25,277,999.95
Ningbo Yonghui Superstores Co., Ltd. 20,000,000.00 20,000,000.00
Guangxi Yonghui Superstores Co., Ltd. 60,000,000.00 60,000,000.00
Xiamen Yonghui Commercial Co., Ltd. 10,000,000.00 10,000,000.00
Fujian Yonghui Modern Agriculture Development Co., Ltd. 10,000,000.00 10,000,000.00
Jiangxi Yonghui Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Shaanxi Yonghui Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Shanxi Yonghui Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Heilongjiang Yonghui Superstores Co., Ltd. 10,000,000.00 90,000,000.00 100,000,000.00
Xiangxin Investment Fund Management Co., Ltd. 11,500,000.00 11,500,000.00 0.00
Yunnan Yonghui Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Ningxia Yonghui Superstores Co., Ltd. 60,000,000.00 60,000,000.00
Chongqing Boyuan Xunke Technology Co., Ltd. 10,000,000.00 10,000,000.00
– 525 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Depreciation
--- --- --- --- --- --- --- --- --- --- ---
provision Closing balance
Opening Increase in the Decrease in the accrued in of provision for
Investee balance current period current period Closing balance current period impairment
Fujian Lianchuang Zhiye Construction Engineering Co., Ltd. 9,000,000.00 9,000,000.00 0.00
Fujian Yongjin Trading Co., Ltd. 4,900,000.00 4,900,000.00
Fuping Yunshang Supply Chain Management Co., Ltd. 200,000,000.00 200,000,000.00
Guizhou Yonghui Logistics Co., Ltd. 50,000,000.00 50,000,000.00
Yonghui Yunjin Technology Co., Ltd. 500,000,000.00 500,000,000.00
Xizang Yonghui Superstores Co., Ltd. 20,000,000.00 20,000,000.00
Guansu Yonghui Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Qinghai Yonghui Superstores Co., Ltd. 20,000,000.00 20,000,000.00
Beijing Yonghui Technology Co., Ltd. 10,000,000.00 10,000,000.00
Fujian Yuntong Supply Chain Co., Ltd. 100,000,000.00 100,000,000.00
Fujian Yongyuehui Business Management Co., Ltd. 100,000,000.00 100,000,000.00
East China Yonghui Logistics Co., Ltd. 50,000,000.00 50,000,000.00
Yonghui Yunchuang Technology Co., Ltd. 338,279,834.79 338,279,834.79
Sichuan Huipeng E-commerce Co., Ltd. 100,000,000.00 100,000,000.00
Total 8,533,363,770.99 190,000,000.00 48,756,090.88 8,674,607,680.11
– 526 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(2). Investment in cooperative enterprises and joint ventures
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase/decrease in the current period
Investment
profit and loss Other
recognized with comprehensive Distribution<br> of Provision of Closing balance
Opening Increased Decreased the equity income Other equity cash dividends impairment of provision<br> for
Investment<br> unit balance investment investment method adjustments changes or<br> profits losses Others Closing<br> balance impairment
I.<br> Cooperative enterprises Yonghui Fresh Food Development Co., Ltd. 48,619,418.14 -23,767,144.07 23,202,621.79 48,054,895.86
Subtotal 48,619,418.14 -23,767,144.07 23,202,621.79 48,054,895.86
II.<br> Joint ventures Chengdu Hongqi Chain Co., Ltd. 2,046,627,590.92 117,834,480.06 -126,235,200.00 -358,226,870.98 1,680,000,000.00 358,226,870.98
Fujian<br> OneBank Limited 611,919,130.46 55,200,000.00 21,893,148.88 4,617,660.61 693,629,939.95
Xiangcun<br> Gaokao Agricultural Co., Ltd. 53,000,000.00 -10,070,846.46 -42,929,153.54 399,676,183.23
1233<br> International Supply Chain Management Co., Ltd. 190,957,444.93 4,904,640.31 195,862,085.24
Fujian<br> Minwei Industrial Co., Ltd. 106,574,742.72 11,855,409.21 118,430,151.93
– 527 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Increase/decrease in the current period
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Investment
profit and loss Other
recognized with comprehensive Distribution of Provision of Closing balance
Opening Increased Decreased the equity income Other equity cash dividends impairment of provision for
Investment unit balance investment investment method adjustments changes or profits losses Others Closing<br> balance impairment
Fujian<br> Xingyuan Agricultural and Animal Husbandry Technology Co., Ltd. 54,489,052.80 -14,975,941.64 39,513,111.16
Beijing Friendship<br> Messenger Trading Co., Ltd. 61,883,573.36 36,725,645.58 -30,300,000.00 68,309,218.94
Sichuan Yongchuang<br> Yaohui Supply Chain Management Co., Ltd. 31,151,958.25 10,994,112.01 13,070,293.87 -3,000,000.00 52,216,364.13
Subtotal 3,156,603,493.44 66,194,112.01 181,236,829.81 4,617,660.61 -159,535,200.00 -401,156,024.52 2,847,960,871.35 757,903,054.21
Total 3,205,222,911.58 66,194,112.01 157,469,685.74 4,617,660.61 23,202,621.79 -159,535,200.00 -401,156,024.52 2,896,015,767.21 757,903,054.21
– 528 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(3). Impairment testing of long-term equity investments
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Recoverable amount is determined as the net amount of fair valueminus disposal costs

¨ Applicable Not applicable

The recoverable amount was determined based on the present valueof expected future cash flows

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Carrying<br> value Recoverable<br> <br>amounts Impairment<br> <br>amount Forecast<br><br> period Key parameters<br><br> of forecast<br><br> period Key parameters<br><br> of the stable<br><br> period Basis for<br><br> determining key<br><br> parameters of<br><br> the stable period
Hongqi Chain 2,038,226,870.98 1,680,000,000.00 358,226,870.98 5 years Revenue<br> growth rate, discount rate Revenue<br> growth rate, discount rate The<br> stable period growth rate is consistent with the forecast data in authoritative industry reports, and the discount rate is the pre-tax<br> discount rate reflecting specific risks of the assets
Total 2,038,226,870.98 1,680,000,000.00 358,226,870.98 / / / /

In 2023, the Group’s long-term equity investment in Hongqi Chain showed signs of impairment. The Group conducted impairment testing on this long-term equity investment. Since the recoverable amount determined by the present value of expected future cash flows is lower than the carrying amount of this long-term equity investment, a provision for long-term equity investment impairment needs to be recognized for the current year.

The reasons for the significant differences between the aforementionedinformation and the information used in previous years’ impairment tests or external information

¨ Applicable Not applicable

The reasons for significant differences between the informationused in previous impairment testing and the actual situation in the current year

¨ Applicable Not applicable
4. Operating revenues and operating costs
--- ---

(1). Operating revenue and costs
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount<br> of current period Amount<br> of last period
Items Revenue Cost Revenue Cost
Main business 6,893,649,809.87 6,056,223,090.90 7,611,241,236.24 6,968,231,428.63
Other business 553,381,418.68 13,974,197.91 599,683,767.74 11,908,124.52
Total 7,447,031,228.55 6,070,197,288.81 8,210,925,003.98 6,980,139,553.15
– 529 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

(2). Breakdown of operating revenue and operating cost

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

The Company Total
Contract classification Operating revenue Operating costs Operating revenue Operating costs
Product type Fresh and processed products 4,877,202,367.38 4,423,584,643.71 4,877,202,367.38 4,423,584,643.71
Food supplies 2,016,447,442.49 1,632,638,447.19 2,016,447,442.49 1,632,638,447.19
Others 500,803,916.28 4,999,291.91 500,803,916.28 4,999,291.91
Lease income 52,577,502.40 8,974,906.00 52,577,502.40 8,974,906.00
Classification by time of transfer of goods Transfer at a<br> certain time point 6,901,168,911.69 6,056,223,090.90 6,901,168,911.69 6,056,223,090.90
Transfer within a certain period of time 493,284,814.46 4,999,291.91 493,284,814.46 4,999,291.91
Lease income 52,577,502.40 8,974,906.00 52,577,502.40 8,974,906.00
Total 7,447,031,228.55 6,070,197,288.81 7,447,031,228.55 6,070,197,288.81

Other disclosures

¨ Applicable Not applicable
(3). Description of performance obligations
--- ---
¨ Applicable Not applicable
--- --- --- ---
(4). Description of allocating to the residual fulfillment obligations
--- ---

¨ Applicable Not applicable

(5). Major contract changes or significant adjustment of transactionprices


¨ Applicable Not applicable

Other notes:

None

5. Investment income

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Amount of Amount of
Items current<br> period last period
Long-term equity investment income measured with<br> cost method 489,977,700.60 370,500,000.00
Long-term equity investment income measured with equity method 157,469,685.74 4,843,630.72
Investment income for disposing long-term equity investment<br> production 20,206,892.60 -1,716,557.39
Investment income of holding trading financial assets 28,825,935.82 -45,127,381.37
Total 696,480,214.76 328,499,691.96
– 530 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Other notes:

6. Others
¨ Applicable Not applicable
--- --- --- ---
XX. Supplementary Information
--- ---
1. Detailed statement of current non-recurring profit and loss
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Amount Explanation
Non-current<br> assets disposal profit and loss, including the charge against of the impairment preparation 257,691,712.48
Governmental<br> subsidies recognized in the current profits and losses except those that are closely related to the Company’s normal operation,<br> comply with national policies, are entitled under established criteria, and have a continuous impact on the Company’s profit<br> and loss 185,516,402.55
Gain or loss<br> from the fair value changes of financial assets and financial liabilities held by non-financial enterprises, and from the disposal<br> of financial assets and financial liabilities, excluding effective hedging transactions related to the Company’s normal operation 209,860,322.48
Other non-operating<br> income and expenditures except the items above 45,182,795.55
Other profit<br> and loss items conforming to the definition of non-recurring profit and loss 44,450,016.83
Less: income<br> tax impact amount 84,217,265.45
Impact amount<br> of minority shareholders’ equity (after-tax) 11,353,799.99
Total 647,130,184.45

If items not listed in the “Interpretative Announcement on Non-recurring Gains and Losses for Companies Disclosing Securities Publicly No. 1 – Non-recurring Gains and Losses” are recognized as non-recurring gains and losses which are significant in amount, or if non-recurring gains and losses listed in the “Interpretative Announcement on Non-recurring Gains and Losses for Companies Disclosing Securities Publicly No. 1 – Non-recurring Gains and Losses” are defined as recurring gains and losses, the reasons shall be explained.

¨ Applicable Not applicable

Other disclosures

¨ Applicable Not applicable
– 531 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
2. Returns on equity and earnings per share
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Weighted
--- --- --- --- --- --- ---
average
return on Earnings per share
Profits during the reporting period equity Basic EPS Diluted EPS
(%)
Net<br> profits attributable to the Company’s ordinary shareholders -20.09 -0.15 -0.15
Net profits attributable<br> to the Company’s ordinary shareholders after the deduction of the non-recurring profits and losses -29.87 -0.22 -0.22
3. Accounting data difference arising from foreign and domestic accounting standards
--- ---
¨ Applicable Not applicable
--- --- --- ---
4. Others
--- ---
¨ Applicable Not applicable
--- --- --- ---
Chairman: Zhang<br> Xuansong
---
Approved by the Board of<br> Directors and submitted on April 25, 2024

Revision Information

¨ Applicable Not applicable
– 532 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
4. For the six months ended June 30, 2024
--- ---

Section X Financial Reports

I. Audit Report
¨ Applicable Not applicable
--- --- --- ---
II. Financial Statements
--- ---

Consolidated Balance Sheet

June 30, 2024

Prepared by: Yonghui Superstores Co., Ltd.

Unit: Yuan Currency: RMB
Items Notes June 30,<br> 2024 December<br> 31, 2023
Current assets:
Monetary<br> funds 5,060,367,277.43 5,839,069,618.08
Loans and advances<br> (short-term) 537,340,391.79
Trading financial<br> assets 2,709,808,027.29 735,971,777.07
Notes receivable
Factoring receivable 68,688,964.38
Account receivable 340,365,769.57 421,742,480.93
Receivables financing
Advance payments 1,033,704,230.05 1,185,220,271.68
Other receivables 499,763,124.04 563,971,664.48
Including: interests<br> receivable 941,391.67
Dividends receivable
Inventories 5,700,299,097.82 8,268,982,538.27
Assets held for<br> sale
Non-current assets<br> due within one year 39,294,201.28 49,380,092.40
Other current<br> assets 1,261,168,881.04 1,365,370,529.47
Total current assets 16,644,770,608.52 19,035,738,328.55
Non-current assets:
Loans and advances 20,568,200.17
Debt investment
Other creditor<br> investments
Long-term receivables 246,002,092.19 227,393,410.57
Long-term equity<br> investment 3,483,319,623.26 3,231,665,078.02
Investment in<br> other equity instruments
Other non-current<br> financial assets 3,302,565,585.85 3,651,480,119.24
Investment properties 294,720,219.41 300,148,229.00
Fixed assets 3,625,260,512.73 3,842,169,544.96
Construction in<br> progress 219,563,980.39 240,333,156.71
Productive biological<br> assets 11,773,119.37 12,091,311.79
Right-of-use assets 15,697,679,162.43 17,033,171,909.36
Intangible assets 889,202,658.50 1,037,948,337.18
Development expenses
Goodwill 3,661,378.25 3,661,378.25
Long-term deferred<br> expenses 2,072,673,004.53 2,302,495,702.63
Deferred tax asset 1,034,169,951.76 1,113,173,093.71
Other non-current<br> assets
Total non-current<br> assets 30,880,591,288.67 33,016,299,471.59
Total assets 47,525,361,897.19 52,052,037,800.14
– 533 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Items Notes June 30,<br> 2024 December<br> 31, 2023
--- --- --- --- --- ---
Current<br> liabilities:
Short-term loans 4,400,540,277.78 5,130,220,089.04
Trading financial<br> liabilities
Notes payable
Accounts payable 7,572,133,519.53 9,816,260,354.84
Accounts collected<br> in advance 276,593,321.13 106,067,963.44
Contract liabilities 4,740,724,785.72 4,850,841,586.20
Payroll payable 560,911,478.01 602,858,043.72
Taxes payable 293,332,963.57 245,448,868.97
Other payables 1,459,013,244.36 1,725,134,598.87
Including: interests<br> payable
Dividends payable
Non-current liabilities<br> due within one year 2,194,490,015.37 1,792,351,864.19
Other current<br> liabilities 442,244,527.06 457,882,012.38
Total current<br> liabilities 21,939,984,132.53 24,727,065,381.65
Non-current liabilities:
Provision for<br> insurance contracts
Long-term borrowings 349,889,789.58
Bonds payable
Including: preferred<br> stock
Perpetual bonds
Lease liabilities 19,211,152,552.49 20,781,462,184.01
Long-term accounts<br> payable
Long-term payroll<br> payable
Estimated liabilities 23,539,437.34 37,797,080.80
Deferred income 92,756,226.30 99,470,899.92
Deferred tax liabilities 58,863,108.65 74,683,702.79
Other non-current<br> liabilities 46,977,316.08 46,931,643.83
Total non-current<br> liabilities 19,433,288,640.86 21,390,235,300.93
Total liabilities 41,373,272,773.39 46,117,300,682.58
Equity (or shareholders’<br> equity):
Paid-in capital<br> (or capital stock) 9,075,036,993.00 9,075,036,993.00
Other equity instruments
Including: preferred<br> stock
Perpetual bonds
Capital reserves 4,247,701,109.72 4,315,325,163.65
Less: Treasury shares 488,768,297.30 488,768,297.30
Other comprehensive<br> income 11,698,153.58 5,073,713.42
Special reserves
Surplus reserves 1,134,683,347.18 1,132,840,649.96
General risk reserves
Undistributed<br> profits -7,826,965,531.23 -8,100,437,582.18
Total Equity (or<br> shareholders’ equity) attributable to parent company 6,153,385,774.95 5,939,070,640.55
Minority interests -1,296,651.15 -4,333,522.99
Total equity (or<br> shareholders’ equity) 6,152,089,123.80 5,934,737,117.56
Total liabilities<br> and owners’ (or shareholders’) equity 47,525,361,897.19 52,052,037,800.14

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Wu Kaizhi

Person in charge of accounting institution: Lin Wei

– 534 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Balance Sheet of the Parent Company

June 30, 2024

Prepared by: Yonghui Superstores Co., Ltd.

Unit: Yuan Currency: RMB
Items Notes June 30, 2024 December 31, 2023
Current assets:
Monetary funds 2,604,069,259.62 4,092,150,003.46
Trading financial assets 1,806,564,985.47
Notes receivable
Account receivable 25,971,348.22 69,717,307.96
Receivables financing
Advance payments 77,787,516.44 49,071,202.87
Other receivables 9,918,509,928.96 10,036,094,493.61
Including: interests receivable
Dividends receivable
Inventories 192,653,030.65 328,866,754.44
Assets held for sale
Non-current assets due within one year 330,109.61
Other current assets 57,810,809.81 49,920,265.13
Total current assets 14,683,696,988.78 14,625,820,027.47
Non-current assets:
Debt investment
Other creditor investments
Long-term receivables 1,082,007.36 2,642,385.68
Long-term equity investment 11,331,058,652.83 11,570,623,447.32
Investment in other equity instruments
Other non-current financial assets 3,302,565,585.85 3,651,480,119.24
Investment properties
Fixed assets 310,745,340.96 324,426,598.97
Construction in progress 3,644,578.30 3,237,965.73
Productive biological assets
Right-of-use assets 618,410,784.52 631,471,105.03
Intangible assets 102,542,855.38 137,208,365.14
Development expenses
Goodwill
Long-term deferred expenses 42,415,140.51 51,082,303.52
Deferred tax asset 21,243,664.95 14,687,600.10
Other non-current assets
Total non-current assets 15,733,708,610.66 16,386,859,890.73
Total assets 30,417,405,599.44 31,012,679,918.20
Current liabilities:
Short-term loans 850,540,277.78 1,901,562,910.56
Trading financial liabilities
Notes payable 2,750,000,000.00 2,350,000,000.00
Accounts payable 407,399,675.54 283,173,469.95
Accounts collected in advance 201,988,826.33 3,775,967.04
Contract liabilities 1,149,639,230.76 837,046,681.71
Payroll payable 67,824,085.23 62,935,418.83
Taxes payable 50,265,372.42 36,463,845.96
Other payables 6,759,514,856.76 7,607,743,154.26
Including: interests payable
Dividends payable
Non-current liabilities due within one year 456,987,570.37 108,725,795.87
Other current liabilities 106,603,774.91 78,767,719.45
Total current liabilities 12,800,763,670.10 13,270,194,963.63
– 535 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Items Notes June 30, 2024 December 31, 2023
--- --- --- --- --- ---
Non-current liabilities:
Long-term borrowings 349,889,789.58
Bonds payable
Including: preferred stock
Perpetual bonds
Lease liabilities 630,657,327.50 647,779,325.30
Long-term accounts payable
Long-term payroll payable
Estimated liabilities 2,383,510.52 2,383,510.52
Deferred income 1,333,333.50 2,133,333.48
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities 634,374,171.52 1,002,185,958.88
Total liabilities 13,435,137,841.62 14,272,380,922.51
Equity (or shareholders’ equity):
Paid-in capital (or capital stock) 9,075,036,993.00 9,075,036,993.00
Other equity instruments
Including: preferred stock
Perpetual bonds
Capital reserves 4,173,624,245.73 4,173,624,245.73
Less: Treasury shares 488,768,297.30 488,768,297.30
Other comprehensive income 11,949,375.45 5,403,581.79
Special reserves
Surplus reserves 1,134,683,347.18 1,132,840,649.96
Undistributed profits 3,075,742,093.76 2,842,161,822.51
Total equity (or shareholders’ equity) 16,982,267,757.82 16,740,298,995.69
Total liabilities and owners’ (or shareholders’) equity 30,417,405,599.44 31,012,679,918.20

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Wu Kaizhi

Person in charge of accounting institution: Lin Wei

– 536 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Consolidated Income Statement

January to June 2024

Unit: Yuan Currency: RMB
Items Notes 2024 semi-annual 2023 semi-annual
I. Total operating income 37,779,186,915.06 42,027,399,571.78
Including: operating income 37,779,186,915.06 42,027,399,571.78
II. Total operating cost 37,901,260,794.72 41,970,966,349.12
Including: operating cost 29,628,245,252.09 32,786,165,503.87
Taxes and surcharges 107,633,833.93 100,371,502.10
Selling expenses 6,513,523,191.26 7,264,482,947.30
Administrative expenses 888,283,638.63 945,434,502.57
Research and development expenses 133,685,051.80 207,361,419.05
Financial expenses 629,889,827.01 667,150,474.23
Including: interest expenses 606,283,991.18 664,816,098.55
Interest income 55,067,138.02 80,001,194.06
Plus: other income 49,296,614.54 76,204,238.58
Investment income (loss is indicated by “-”) 275,981,109.67 121,781,506.96
Including: share of profits of joint ventures and cooperative enterprise 83,807,009.41 57,662,606.55
Income from fair value variation (loss filled with “-”) -183,828,045.27 -21,006,851.52
Credit impairment losses (loss is indicated by “-”) 15,003,996.73 -18,698,565.71
Assets impairment losses (loss is indicated by “-”)
Gains from disposal of assets (loss is indicated by “-”) 223,869,211.88 173,172,404.39
III. Operating profits (loss is indicated by “-”) 258,249,007.89 387,885,955.36
Plus: non-operating income 85,931,744.70 131,565,164.65
Less: Non-operating expenses 20,397,098.53 17,465,082.22
IV. Total profit (total loss is indicated by “-”) 323,783,654.06 501,986,037.79
Less: income tax expense 112,956,087.98 179,642,343.20
V. Net profit (net loss is indicated by “-”) 210,827,566.08 322,343,694.59
(I) Classified by business continuity
1. Going-concern net profits (net losses listed with a “-”) 210,827,566.08 322,343,694.59
2. Discontinuing operation net profits (net losses listed with a “-”)
(II) Classified by ownership
1. Net profits assigned to shareholders in the parent company (net losses listed with a “-”) 275,314,748.17 373,773,322.41
2. Minority interest incomes (net losses listed with a “-”) -64,487,182.09 -51,429,627.82
– 537 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Items Notes 2024 semi-annual 2023 semi-annual
--- --- --- --- --- ---
VI. After-tax Net Amount of Other Comprehensive Income 6,624,440.16 6,042,238.40
(I) Net amount of other comprehensive income after tax attributable to the owners of the parent company 6,624,440.16 6,042,238.40
1. Other comprehensive income that cannot be reclassified into profit and loss 3,789,977.56
(1) Changes caused by re-measurement and re-definition of benefit plan
(2) Other comprehensive income that cannot be converted into profits or losses under the equity method 3,789,977.56
(3) Fair value changes of other equity instrument investment
(4) Fair value changes of enterprise own credit risk
2. Other comprehensive income to be re-classified into profit and loss 6,624,440.16 2,252,260.84
(1) Other comprehensive income that can be converted into losses and profits under the equity method 6,545,793.66 2,237,664.25
(2) Fair value changes of other creditor investments
(3) Amount of financial assets re- classified and included in other comprehensive income
(4) Provision for credit depreciation of other creditor investments
(5) Cash flow hedging reserves
(6) Balance arising from the translation of foreign currency financial statements 78,646.50 14,596.59
(7) Others
(II) After-tax net amount of other comprehensive income attributable to minority shareholders
VII. Total comprehensive income 217,452,006.24 328,385,932.99
(I) Total comprehensive income attributable to the owners of the Parent Company 281,939,188.33 379,815,560.81
(II) Total comprehensive income attributable to minority shareholders -64,487,182.09 -51,429,627.82
VIII. Earnings per share:
(I) Basic EPS (RMB/share) 0.03 0.04
(II) Diluted EPS (RMB/share) 0.03 0.04

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Wu Kaizhi

Person in charge of accounting institution: Lin Wei

– 538 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Income Statement of the ParentCompany

January to June 2024

Unit: Yuan Currency: RMB
Items Notes 2024 semi-annual 2023 semi-annual
I. Operation Revenue 3,233,522,199.44 3,708,367,118.66
Less: operating cost 2,612,613,808.48 3,166,111,617.26
Taxes and surcharges 11,544,096.40 6,894,202.79
Selling expenses 426,414,404.52 416,083,904.88
Administrative expenses 216,988,328.66 170,090,135.93
Research and development expenses 24,618,876.58 29,031,653.04
Financial expenses 18,581,910.17 22,137,246.84
Including: interest expenses 60,601,673.96 68,929,475.40
Interest income 51,276,835.65 55,939,621.13
Plus: other income 1,319,455.22 893,999.98
Investment income (loss is indicated by “-”) 275,874,679.10 58,152,270.86
Including: share of profits of joint ventures and cooperative enterprise 99,793,038.64 57,922,149.43
Income from fair value variation (loss is indicated by “-”) 6,564,985.47 225,225.22
Credit impairment losses (loss is indicated by “-”) 2,661,170.41 -5,410,255.94
Assets impairment losses (loss is indicated by “-”)
Gains from disposal of assets (loss is indicated by “-”) 2,199,466.49 2,618,752.02
II. Operating profit (loss is indicated by “-”) 211,380,531.32 -45,501,649.94
Plus: non-operating income 2,220,813.66 8,697,092.70
Less: Non-operating expenses 474,999.45 279,270.78
III. Total profit (total loss is indicated by “-”) 213,126,345.53 -37,083,828.02
Less: income tax expense -3,869,650.78 -32,731,781.73
IV. Net profit (net loss is indicated by “-”) 216,995,996.31 -4,352,046.29
(I) Net profit from continuous operation (net loss is indicated by “-”) 216,995,996.31 -4,352,046.29
(II) Net profit from discontinued operation (net loss is indicated by “-”)
V. After-tax net amount of other comprehensive income 6,545,793.66 6,027,641.81
(I) Other comprehensive income that will not be reclassified to profit or loss 3,789,977.56
1. Changes caused by re-measurement of defined benefit plan
2. Other comprehensive income using the equity method that will not be reclassified to profit or loss 3,789,977.56
3. Changes in fair value of other equity instrument investments
4. Changes in fair value of enterprise’s own credit risk
– 539 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Items Notes 2024 semi-annual 2023 semi-annual
--- --- --- --- --- ---
(II) Other comprehensive income to be reclassified to profit or loss 6,545,793.66 2,237,664.25
1. Other comprehensive income that can be reclassified to profit or loss in equity method 6,545,793.66 2,237,664.25
2. Changes in fair value of other creditor investments
3. Amount of financial assets re- classified and included in other comprehensive income
4. Provision for credit impairment of other creditor investments
5. Cash flow hedging reserve
6. Balance arising from the translation of foreign currency financial statements
7. Others
VI. Total comprehensive income 223,541,789.97 1,675,595.52
VII. Earnings per share (EPS):
(I) Basic EPS (RMB/share)
(II) Diluted EPS (RMB/share)

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Wu Kaizhi

Person in charge of accounting institution: Lin Wei

– 540 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Consolidated Cash Flow Statement

January to June 2024

Unit: Yuan Currency: RMB
Items Notes 2024 semi-annual 2023 semi-annual
I. Cash flow from operating activities:
Cash received from selling goods and rendering services 41,267,093,336.00 45,699,697,060.61
Other cash received relating to operating activities 775,905,274.89 1,097,177,159.33
Subtotal of cash inflows from operating activities 42,042,998,610.89 46,796,874,219.94
Cash paid for purchasing goods and receiving services 32,080,553,250.86 35,645,684,886.16
Cash paid to and on behalf of employees 3,650,334,355.95 4,122,277,297.77
Cash paid for taxes 586,921,013.79 515,702,694.51
Other cash paid relating to operating activities 2,785,384,118.41 3,926,024,216.66
Subtotal of cash outflows from operating activities 39,103,192,739.01 44,209,689,095.10
Net cash flow from operating activities 2,939,805,871.88 2,587,185,124.84
II. Cash flow from investment activities:
Cash received from disposal of investments 592,415,179.14 117,983,558.39
Cash received from investment income 39,414,400.00 129,235,200.00
Net cash received<br> from the disposal of fixed assets, intangible assets and other long-term assets 11,010,168.22 364,987.80
Net cash received from the disposal of subsidiaries and other business entities 22,050,815.89
Other cash received relating to investment activities 868,041,696.19 1,039,061,801.38
Subtotal of cash inflows from investment activities 1,532,932,259.44 1,286,645,547.57
Cash paid for the purchase and construction of fixed assets, intangible assets and other long-term assets 255,739,326.16 335,772,028.32
Cash paid for investment 11,200,000.00
Net cash paid for the disposal of subsidiaries and other business entities
Net cash paid for the acquisition of subsidiaries and other business entities Other cash paid relating to investment activities 2,880,000,000.00 600,000,000.00
Subtotal of cash outflows from investment activities 3,135,739,326.16 946,972,028.32
Net cash flow from investment activities -1,602,807,066.72 339,673,519.25
– 541 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Items Notes 2024 semi-annual 2023 semi-annual
--- --- --- --- --- ---
III. Cash flow from financing activities:
Cash received from investors Including: cash received by subsidiaries from absorbing minority shareholder’s investment
Cash received from borrowings 1,600,000,000.00 1,150,000,000.00
Other cash received relating to financing activities 39,661,515.99 40,032,392.75
Subtotal of cash inflows from financing activities 1,639,661,515.99 1,190,032,392.75
Cash paid for debt repayment 2,350,000,000.00 5,099,100,000.00
Cash paid for distribution of dividends and profits, or cash payment for interests 61,377,165.29 92,975,106.22
Including: dividend and profit paid by subsidiaries to minority shareholders
Other cash paid relating to financing activities 1,375,982,145.08 1,536,974,832.67
Subtotal of cash outflows from financing activities 3,787,359,310.37 6,729,049,938.89
Net cash flow from financing activities -2,147,697,794.38 -5,539,017,546.14
IV. Effect of exchange rate changes on cash and cash equivalents -890.14 1,088,894.12
V. Net increase in cash and cash equivalents -810,699,879.36 -2,611,070,007.93
Plus: opening balance of cash and cash equivalents 5,696,636,200.67 7,443,008,300.63
VI. Closing balance of cash and cash equivalents 4,885,936,321.31 4,831,938,292.70

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Wu Kaizhi

Person in charge of accounting institution: Lin Wei

– 542 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Cash Flow Statement of the Parent Company

January to June 2024

Unit: Yuan Currency: RMB

Items Notes 2024 semi-annual 2023 semi-annual
I. Cash flow from operating activities:
Cash received from selling goods and rendering services 3,851,063,058.36 3,999,156,676.96
Tax refunds received
Other cash received relating to operating activities 59,746,573.05 1,981,954,053.31
Subtotal of cash inflows from operating activities 3,910,809,631.41 5,981,110,730.27
Cash paid for purchasing goods and receiving services 2,173,295,916.66 4,962,757,416.40
Cash paid to and on behalf of employees 341,367,288.99 283,228,433.45
Cash paid for taxes 55,027,908.27 16,116,993.39
Other cash paid relating to operating activities 1,347,784,224.08 269,434,288.45
Subtotal of cash outflows from operating activities 3,917,475,338.00 5,531,537,131.69
Net cash flow from operating activities -6,665,706.59 449,573,598.58
II. Cash flow from investment activities:
Cash received from disposal of investments 590,970,179.14 95,000,000.00
Cash received from investment income 124,528,458.47 129,235,200.00
Net cash received from the disposal of fixed assets, intangible assets and other long-term assets 243,516.07 104,704.28
Net cash received from the disposal of subsidiaries and other business entities 377,762,864.53
Other cash received relating to investment activities 50,099,209.99 254,210,732.47
Subtotal of cash inflows from investment activities 1,143,604,228.20 478,550,636.75
Cash paid for the purchase and construction of fixed assets, intangible assets and other long-term assets 11,946,091.67 29,849,022.41
Cash paid for investment 111,200,000.00
Net cash paid for the acquisition of subsidiaries and other business entities
Other cash paid relating to investment activities 1,850,000,000.00
Subtotal of cash outflows from investment activities 1,861,946,091.67 141,049,022.41
Net cash flow from investment activities -718,341,863.47 337,501,614.34
– 543 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Items Notes 2024 semi-annual 2023 semi-annual
--- --- --- --- --- ---
III. Cash flow from financing activities:
Cash received from investors
Cash received from borrowings 1,200,000,000.00 1,150,000,000.00
Other cash received relating to financing activities 2,231,038.39 4,479,881.86
Subtotal of cash inflows from financing activities 1,202,231,038.39 1,154,479,881.86
Cash paid for debt repayment 1,850,000,000.00 2,159,100,000.00
Cash paid for distribution of dividends and profits, or cash payment for interests 43,850,467.16 60,807,427.20
Other cash paid relating to financing activities 75,812,371.88 434,873,937.93
Subtotal of cash outflows from financing activities 1,969,662,839.04 2,654,781,365.13
Net cash flow from financing activities -767,431,800.65 -1,500,301,483.27
IV. Effect of exchange rate changes on cash and cash equivalents
V. Net increase in cash and cash equivalents -1,492,439,370.71 -713,226,270.35
Plus: opening balance of cash and cash equivalents 4,060,421,032.75 3,726,159,392.19
VI. Closing balance of cash and cash equivalents 2,567,981,662.04 3,012,933,121.84

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Wu Kaizhi

Person in charge of accounting institution: Lin Wei

– 544 –

APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Consolidated Statement of Changes in Equity

January to June 2024

Unit: Yuan Currency: RMB

2024 semi-annual
Equity attributable to parent company
Paid-in capital Other equity instruments Other
(or capital Perpetual Capital Less: Treasury comprehensive Surplus General risk Undistributed Minority
Items stock) Preferred stock bonds Others reserves shares income Special reserves reserves reserves profits Others Subtotal interests Total equity
I.<br> Closing balance of last year 9,075,036,993.00 4,315,325,163.65 488,768,297.30 5,073,713.42 1,132,840,649.96 -8,100,437,582.18 5,939,070,640.55 -4,333,522.99 5,934,737,117.56
Plus: Changes in accounting policies Correction<br> of previous errors Others
II.<br> Opening balance of current year 9,075,036,993.00 4,315,325,163.65 488,768,297.30 5,073,713.42 1,132,840,649.96 -8,100,437,582.18 5,939,070,640.55 -4,333,522.99 5,934,737,117.56
III.<br> Increase and decrease of current period (decrease is indicated by “-”) -67,624,053.93 6,624,440.16 1,842,697.22 273,472,050.95 214,315,134.40 3,036,871.84 217,352,006.24
(I)<br> Total Comprehensive Income 6,624,440.16 275,314,748.17 281,939,188.33 -64,487,182.09 217,452,006.24
(II)<br> Capital paid in and reduced by owners -67,624,053.93 -67,624,053.93 67,524,053.93 -100,000.00
1.<br> Ordinary share invested by the owners
2.<br> Capital paid in by holders of other equity instruments
3.<br> Amount of share-based payments recognized into the equity
4.<br> Others -67,624,053.93 -67,624,053.93 67,524,053.93 -100,000.00
(III)<br> Profit distribution 1,842,697.22 -1,842,697.22
1.<br> Appropriation to surplus reserve
2.<br> Appropriation to general risk reserves
3.<br> Distribution to the owners (or shareholders)
4.<br> Others 1,842,697.22 -1,842,697.22
(IV)<br> Internal carryforward of equity
1.<br> Capital reserves converted to share capital (or capital stock)
2.<br> Surplus reserve converted into share capital (or capital stock)
3.<br> Loss made up by surplus reserve
– 545 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
**** 2024 semi-annual
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Equity attributable to parent company
Paid-in capital Other equity instruments Other
(or capital Perpetual Capital Less: Treasury comprehensive Surplus General risk Undistributed Minority
Items stock) Preferred stock bonds Others reserves shares income Special reserves reserves reserves profits Others Subtotal interests Total equity
4.<br> Changes in the defined benefit plan transferred to retained earnings
5.<br> Other comprehensive income transferred to retained earnings
6. Others
(V)<br> Special reserve
1.<br> Addition in current period
2.<br> Use in current period
(VI) Others
IV.<br> Closing balance of current period 9,075,036,993.00 4,247,701,109.72 488,768,297.30 11,698,153.58 1,134,683,347.18 -7,826,965,531.23 6,153,385,774.95 -1,296,651.15 6,152,089,123.80
2023 semi-annual
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Equity attributable to parent company
Paid-in capital Other equity instruments Other
(or capital Perpetual Capital Less: Treasury comprehensive Surplus General risk Undistributed Minority
Items stock) Preferred stock bonds Others reserves shares income Special reserves reserves reserves profits Others Subtotal interests Total equity
I.<br> Closing balance of last year 9,075,036,993.00 4,292,122,541.86 263,483,654.25 440,260.72 1,113,275,260.54 -6,751,820,069.61 7,465,571,332.26 191,328,573.37 7,656,899,905.63
Plus: Changes in accounting policies Correction<br> of previous errors Others
II.<br> Opening balance of current year 9,075,036,993.00 4,292,122,541.86 263,483,654.25 440,260.72 1,113,275,260.54 -6,751,820,069.61 7,465,571,332.26 191,328,573.37 7,656,899,905.63
III.<br> Increase and decrease of current period (decrease is indicated by “-”) 225,284,643.05 6,042,238.40 373,773,322.41 154,530,917.76 -51,429,627.82 103,101,289.94
(I)<br> Total Comprehensive Income 6,042,238.40 373,773,322.41 379,815,560.81 -51,429,627.82 328,385,932.99
(II)<br> Capital paid in and reduced by owners 225,284,643.05 -225,284,643.05 -225,284,643.05
1.<br> Ordinary share invested by the owners
2.<br> Capital paid in by holders of other equity instruments
3.<br> Amount of share-based payments recognized into the equity
4.<br> Others 225,284,643.05 -225,284,643.05 -225,284,643.05
– 546 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
**** 2023 semi-annual
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Equity attributable to parent company
Paid-in capital Other equity instruments Other
(or capital Perpetual Capital Less: Treasury comprehensive Surplus General risk Undistributed Minority
Items stock) Preferred stock bonds Others reserves shares income Special reserves reserves reserves profits Others Subtotal interests Total equity
(III)<br> Profit distribution
1.<br> Appropriation to surplus reserve
2.<br> Appropriation to general risk reserves
3.<br> Distribution to the owners (or shareholders)
4.<br> Others
(IV)<br> Internal carryforward of equity
1.<br> Capital reserves converted to share capital (or capital stock)
2.<br> Surplus reserve converted into share capital (or capital stock)
3.<br> Loss made up by surplus reserve
4.<br> Changes in the defined benefit plan transferred to retained earnings
5.<br> Other comprehensive income transferred to retained earnings
6.<br> Others
(V)<br> Special reserve
1.<br> Addition in current period
2.<br> Use in current period
(VI)<br> Others
IV.<br> Closing balance of current period 9,075,036,993.00 4,292,122,541.86 488,768,297.30 6,482,499.12 1,113,275,260.54 -6,378,046,747.20 7,620,102,250.02 139,898,945.55 7,760,001,195.57

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Wu Kaizhi

Person in charge of accounting institution: Lin Wei

– 547 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Statement of Changes in Equity of the ParentCompany


January to June 2024

Unit: Yuan Currency: RMB

2024 semi-annual
Other
Paid-in capital Other equity instruments Less: Treasury comprehensive Undistributed
Items (or capital stock) Preferred stock Perpetual bonds Others Capital reserves shares income Special reserves Surplus reserves profits Total equity
I.<br> Closing balance of last year 9,075,036,993.00 4,173,624,245.73 488,768,297.30 5,403,581.79 1,132,840,649.96 2,842,161,822.51 16,740,298,995.69
Plus: Changes in accounting policies Correction<br> of previous errors Others
II.<br> Opening balance of current year 9,075,036,993.00 4,173,624,245.73 488,768,297.30 5,403,581.79 1,132,840,649.96 2,842,161,822.51 16,740,298,995.69
III.<br> Increase and decrease of current period (decrease is indicated by “-”) 6,545,793.66 1,842,697.22 233,580,271.25 241,968,762.13
(I)<br> Total Comprehensive Income 6,545,793.66 216,995,996.31 223,541,789.97
(II)<br> Capital paid in and reduced by owners
1.<br> Ordinary share invested by the owners
2.<br> Capital paid in by holders of other equity instruments
3.<br> Amount of share-based payments recognized into the equity
4.<br> Others
– 548 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
**** 2024 semi-annual
--- --- --- --- --- --- --- --- --- --- --- ---
Other equity instruments Other
Items Paid-in capital (or capital stock) Preferred stock Perpetual bonds Others Capital reserves Less: Treasury shares comprehensive income Special reserves Surplus reserves Undistributed profits Total equity
(III)<br> Profit distribution 1,842,697.22 16,584,274.94 18,426,972.16
1.<br> Appropriation to surplus reserve
2.<br> Distributions to owners (or shareholders)
3.<br> Others 1,842,697.22 16,584,274.94 18,426,972.16
(IV)<br> Internal carryforward of equity
1.<br> Capital reserves converted to share capital (or capital stock)
2.<br> Surplus reserve converted into share capital (or capital stock)
3.<br> Loss made up by surplus reserve
4.<br> Changes in the defined benefit plan transferred to retained earnings
5.<br> Other comprehensive income transferred to retained earnings
6.<br> Others
(V)<br> Special reserve
1.<br> Addition in current period
2.<br> Use in current period
(VI)<br> Others
IV.<br> Closing balance of current period 9,075,036,993.00 4,173,624,245.73 488,768,297.30 11,949,375.45 1,134,683,347.18 3,075,742,093.76 16,982,267,757.82
– 549 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
2023<br> semi-annual
--- --- --- --- --- --- --- --- --- --- --- ---
Other
Paid-in<br> capital Other equity instruments Less:<br> Treasury comprehensive Undistributed
Items (or<br> capital stock) Preferred<br> stock Perpetual<br> bonds Others Capital<br> reserves shares income Special<br> reserves Surplus<br> reserves profits Total<br> equity
I.<br> Closing balance of last year 9,075,036,993.00 4,150,421,623.94 263,483,654.25 785,921.18 1,113,275,260.54 2,666,073,317.71 16,742,109,462.12
Plus:<br> Changes in accounting policies Correction of previous errors Others
II.<br> Opening balance of current year 9,075,036,993.00 4,150,421,623.94 263,483,654.25 785,921.18 1,113,275,260.54 2,666,073,317.71 16,742,109,462.12
III.<br> Increase and decrease of current period (decrease is indicated by “-”) 225,284,643.05 6,027,641.81 -4,352,046.29 -223,609,047.53
(I)<br> Total Comprehensive Income 6,027,641.81 -4,352,046.29 1,675,595.52
(II)<br> Capital paid in and reduced by owners 225,284,643.05 -225,284,643.05
1.<br> Ordinary share invested by the owners
2.<br> Capital paid in by holders of other equity instruments
3.<br> Amount of share-based payments recognized into the equity
4.<br> Others 225,284,643.05 -225,284,643.05
(III)<br> Profit distribution
1.<br> Appropriation to surplus reserve
2.<br> Distributions to owners (or shareholders)
3.<br> Others
– 550 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
2023 semi-annual
--- --- --- --- --- --- --- --- --- --- --- ---
Other
Paid-in capital Other equity instruments Less: Treasury comprehensive Undistributed
Items (or capital stock) Preferred stock Perpetual bonds Others Capital reserves shares income Special reserves Surplus reserves profits Total equity
(IV)<br> Internal carryforward of equity
1.<br> Capital reserves converted to share capital (or capital stock)
2.<br> Surplus reserve converted into share capital (or capital stock)
3.<br> Loss made up by surplus reserve
4.<br> Changes in the defined <br><br> benefit plan transferred to retained earnings
5.<br> Other comprehensive income transferred to retained earnings
6.<br> Others
(V)<br> Special reserve
1.<br> Addition in current period
2.<br> Use in current period
(VI)<br> Others
IV.<br> Closing balance of current period 9,075,036,993.00 4,150,421,623.94 488,768,297.30 6,813,562.99 1,113,275,260.54 2,661,721,271.42 16,518,500,414.59

Person in charge of the Company: Zhang Xuansong

Person in charge of accounting work: Wu Kaizhi

Person in charge of accounting institution: Lin Wei

– 551 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
III. Company Profile
--- ---
1. Company Overview
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Yonghui Superstores Co., Ltd. (“the Company”), established on August 13, 2009, is a limited liability company registered in Fujian Province, People’s Republic of China, with a long-term operating period. The Company’s issued common shares, denominated in RMB, are listed on the Shanghai Stock Exchange. The Company is headquartered at No. 436 West 2nd Ring Middle Road, Fuzhou City, Fujian Province.

The main business activities of the Company and its subsidiaries (the “Group”) include the sale of fresh products, food supplies, clothing, and related promotional services, logistics distribution, real estate property acquisition, construction and leasing, etc.

The financial statements were reported upon the approval by the resolution of the Board of Directors on August 22, 2024. According to Articles of Association of the Company, the financial statements would be submitted to the shareholders’ meeting for review.

The consolidation scope of the consolidated financial statements is determined based on control. For changes in the current year, please refer to Section IX, Change of Consolidation Scope and Section X, Equity in Other Entities.

2. Scope of Consolidated Financial Statements

As of June 30, 2024, the Company had owned 103 subsidiary companies, with a decrease of 9 compared to the previous year in the number of entities included in the consolidation scope. Among them, the decrease in the number of subsidiary companies within the consolidation scope is due to 6 cancellations and 3 transfers.

IV. Preparation Basis for Financial Statements
1. Basis of preparation
--- ---

The financial statements were prepared in accordance with the CASBE: Basic Standards promulgated by the Ministry of Finance and the specific accounting standards, application guidelines, explanations and other regulations (collectively referred to as “Accounting Standards for Business Enterprises”) issued and revised thereafter. Furthermore, this financial statement also discloses financial information in accordance with the No. 15 Rules for the Disclosure of Information of the Companies that Offer Securities to the Public – General Provisions on Financial Statement.

2. Going concern
Applicable ¨ Not applicable
--- --- --- ---

The financial statements were listed on a going concern basis.

Except for certain financial instruments, the financial statements were prepared in accordance with the historical cost as the basis for measurement. If the asset decreases in value, the provision for impairment of assets should be made according to relevant regulations.

V. Significant Accounting Policy and Estimate

Specific accounting policies and accounting estimates presentation:

Applicable ¨ Not applicable
– 552 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

The Group has formulated specific accounting policies and estimates based on its actual production and operational characteristics, mainly reflected in the provision for bad debts of receivables, inventory valuation methods, depreciation of fixed assets, amortization of intangible assets, capitalization criteria for research and development expenses, amortization of long-term prepaid expenses, recognition of deferred tax assets, provision for impairment of long-term assets, and revenue recognition and measurement.

1. Statement on Compliance with Accounting Standards for Business Enterprises

The financial statements comply with the requirements of the CASBE and faithfully and completely reflect the financial condition of the Company and the Group as of June 30, 2024, as well as the operational results and cash flows for the first half of 2024.

2. Accounting period

The accounting fiscal year of the Company begins on January 1 and ends on December 31 of the Gregorian calendar.

3. Operating cycle
Applicable ¨ Not applicable
--- --- --- ---

Business cycle of the Group is 12 months.

4. Recording currency

The recording currency adopted by the Company and its domestic subsidiaries and currency used for preparing the financial statements are RMB. The overseas subsidiary companies of the Company determine their functional currency based on the primary economic environment in which they operate and convert it to RMB when preparing financial statements. Unless otherwise specified, the monetary unit in the financial statements is RMB.

5. Significance criteria determination methods and selection basis
Applicable ¨ Not applicable
--- --- --- ---
Items Significance criteria
--- ---
Significant accounts receivable with single provision for bad debt reserves Over RMB10,000 thousand
Significant provision reversals or reversals of bad debt reserves for receivables Over RMB10,000 thousand
Actual write-off of significant accounts receivable Over RMB10,000 thousand
Significant construction in progress Budget exceeding RMB80,000 thousand
Significant other payables Over RMB10,000 thousand
Significant non-wholly-owned subsidiaries Subsidiaries’ net assets account for 10% of the Group’s net assets
Significant capitalized research and development projects Over RMB10,000 thousand
Important cooperative enterprises and joint ventures Investee companies account for 10% of the Group’s net assets
Long-term equity investments with significant impairment provisions established Impairment provisions account for 5% of the carrying amount of long-term equity investments
– 553 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
6. Accounting method for business combination under and not under the same control
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Business combination is divided into business combination under and not under same control.

Business combination under same control

For the business combination under same control, the assets and liabilities that the combing party obtains from the combined party, except from the adjustments made due to difference of accounting policies, shall be measured on the basis of the book value of the combined party in the consolidated financial statement of the final controller on the combination date. The difference between the book value of consideration paid and the book value of net assets acquired in a business combination is adjusted to capital reserves. If the capital reserves are insufficient, it is adjusted against retained earnings.

Business combination under same control that is realized by several transactions

In some financial statements, the book value shares of the net assets of the combined party in the consolidated financial statement of the final controller calculated based on the shareholding ratio on the combination date shall be deemed as the initial investment costs of the investment. For the balance between the initial investment costs, the book value of the investment held before the combination plus the book value of the consideration newly paid before the combination, the capital reserves shall be offset, and if the capital reserves are not sufficient to be offset, the retained earnings shall be adjusted.

In consolidated financial statements, for the assets and liabilities of the acquiree obtained by the acquirer in the acquisition, in addition to the adjustment made due to difference of accounting policy, they shall be measured at the book value on the acquisition date in the consolidated financial statement of the final controller. For the balance between the sum of the book value of the investment held before the combination and the book value of the consideration newly paid on the combination date and the book value of net assets obtained in the combination, the capital reserves shall be offset, and if the capital reserves are not sufficient to be offset, the retained earnings shall be adjusted. For the long-term equity investment held by the combining party before it obtained the control over the combined party, changes in relevant profits and losses, other comprehensive incomes and other owner’s equities recognized from the later one of the date when the original equity is obtained and the date when the combining party and the combined party are under the final control of the same party to the combination date shall respectively be used to offset the retained income at the beginning period of the comparative statement or profits and losses of current period.

Business combination not under the same control

Business combination not under the same control is a business combination in which the combining enterprises are not ultimately controlled by the same party or the same parties both before and after the business combination. In a business combination not under the same control, the party which obtains the control on other combining enterprise(s) on the acquisition date is the acquirer, and other combining enterprise(s) is(are) the acquiree. Acquisition date refers to the date on which the acquirer actually obtains the control on the acquiree.

Under the non-common control condition, acquiree’s identifiable assets, liability and contingent liabilities acquired from the business combination shall be measured at fair value on the acquisition date.

– 554 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

If the sum of the fair value of the merger consideration paid (or the fair value of the equity securities issued) and the fair value of the equity of the acquiree held before the acquisition date is greater than the fair value share of the identifiable net assets of the acquiree obtained in the merger, the difference is recognized as goodwill and subsequently measured at cost less accumulated impairment losses. If the sum of the fair value of the merger consideration paid (or the fair value of the equity securities issued) and the fair value of the equity of the acquiree held before the acquisition date is less than the fair value share of the identifiable net assets of the acquiree obtained in the merger, the identifiable assets, liabilities, the fair value of and contingent liabilities, the fair value of merger consideration paid (or the fair value of equity securities issued), and the fair value of equity held by the acquiree before the acquisition date shall be rechecked at first. If the sum of the fair value of the merger consideration paid (or the fair value of the equity securities issued) and the fair value of the equity of the acquiree held before the acquisition date is still less than the fair value share of the identifiable net assets of the acquiree obtained in the merger, the difference shall be included in the current profits and losses.

In cases of step-by-step acquisition of businesses under common control, for long-term equity investments held by the acquiring party before the acquisition date, they are remeasured at fair value on the acquisition date. The difference between fair value and the book value is recognized in the current period’s income statement. For the other comprehensive income of the acquired party’s long-term equity investments held before the acquisition date accounted for under the equity method, the accounting treatment is based on the same basis as the direct disposal of the relevant assets or liabilities of the invested entity. Other changes in equity, other than net income, other comprehensive income, and profit distribution, are treated as income in the period to which the acquisition date belongs.

7. Criteria for determining control and preparation method for consolidated financial statements
Applicable ¨ Not applicable
--- --- --- ---

The combination scope of the consolidated financial statements is determined on the basis of control, including the financial statements Company and all of its subsidiaries. Subsidiaries refer to the entities controlled by the Company (including the detachable parts of the Company and the invested companies, the structured entities controlled by the Company, and so on). An investor has control over an investee when it has the following three elements: the investor has the rights over the investee, the investor is entitled to variable returns through its involvement with the investee, and the investor has the ability to use its rights to affect the returns from the investee.

The accounting policies and accounting period adopted by the subsidiaries and the Company is not the same. In the preparation of the consolidated financial statements, the consolidated financial statements of the subsidiaries shall be properly adjusted in accordance with the accounting policies and accounting period of the Company. Assets, liabilities, equity, income, expenses and cash flows generated by all transactions between subsidiaries of the Group are fully offset at the time of the merger.

Where the loss shared by minority shareholders in a subsidiary exceeds the share enjoyed by minority shareholders in the subsidiary’s shareholder’s equity at the beginning of the period, the balance shall be written down with the minority shareholders’ equity.

For subsidiaries acquired through business combination not under the same control, the operating results and cash flow of the acquiree shall be included to consolidated financial statement from the date when the Group acquires the control right to the date when it terminates the control right. In the process of preparing consolidated financial statements, the financial statements of the subsidiary company shall be adjusted on the basis of the fair values of the identifiable assets, liabilities and contingent liabilities determined on the acquisition date.

For subsidiaries acquired through business combination under the same control, the operating results and cash flow of the acquiree shall be included to consolidated financial statement at the beginning of combination. During the preparation of consolidated financial statement, relevant items of financial statement of last year shall be adjusted and they will be regarded as reporting entities for consolidated statement and always exist since the control of final controller.

Where changes in relevant facts and circumstances result in changes to one or more of the control elements, the Group will reassess whether or not to control the investee.

In the circumstance of not losing the control, changes in minority shareholders’ equity are taken as an equity transaction.

– 555 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
8. Accounting method for joint venture arrangement and joint operation
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Joint arrangement refers to the arrangement jointly controlled by two or more participants. The Group’s joint arrangements are classified as Cooperative Enterprises.

Joint venture refers to the Group only enjoying the right of joint venturing arrangement over the net assets.

The Group shall carry out accounting treatment for the investment of joint ventures in accordance with the provisions on the equity method of accounting for long-term equity investment.

9. Determination of cash and cash equivalents

Cash refers to the Group’s cash on hand and deposits that can be used for payment at any time; cash equivalents refer to the cash held by the Group with short maturity, strong liquidity, and easy conversion to a known amount and the investment of low value changing risks.

10. Foreign currency business and the translation of foreign currency financial statement
Applicable ¨ Not applicable
--- --- --- ---

The Group shall translate the amount of a foreign currency transaction into its functional currency.

For foreign currency transactions, the foreign currency amount is initially recognized by using the spot exchange rate as of the transaction date to translate it into the functional currency amount. The foreign currency monetary items on the balance sheet date shall be translated at the spot exchange rate on the balance sheet date. The resulting converted difference between the settlement and monetary items shall be treated as profit or loss in the current period, except for the difference arising from the special borrowings of foreign currency relating to the acquisition and construction of assets eligible for capitalization is disposed as per the principle of borrowing costs capitalization. The foreign currency non-monetary items measured at the historical cost shall still be translated at the spot exchange rate on the transaction date, of which the amount of functional currency shall not be changed. Foreign currency non-monetary items measured at fair value shall be translated at the spot exchange rate on the date when the fair value is determined. The resulting difference shall be recognized in the current profit or loss or other comprehensive income based on the nature of the non-monetary items.

For overseas operations, the Group translates the financial statements from their functional currency to RMB: for assets and liabilities in the balance sheet, the spot exchange rate as of the balance sheet date is used, while for equity items other than “undistributed profit”, the exchange rate as of the transaction date is used. For income and expense items in the income statement, the average exchange rate during the period is used for translation (unless the exchange rate fluctuations make it inappropriate, in which case the spot exchange rate as of the transaction date is used). The translation differences in the foreign currency financial statements obtained with the above-mentioned conversion method are recognized as other comprehensive income. In disposing of overseas operations, other comprehensive income related to the overseas operations shall be transferred to the disposal of current profits and losses, the partial disposal shall be calculated based on the disposal proportion.

The foreign currency cash flow and cash flow of overseas subsidiary shall be translated at the spot exchange rate on the date when the cash flow occurs. The influence of exchange rate fluctuation on cash shall be separately presented as an adjustment item in the cash flow statement.

– 556 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
11. Financial instruments
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Financial instruments refer to the contracts under which the financial assets of an enterprise are formed and the financial liability or right instruments of any other entity are formed.

Recognition and derecognition of financial instruments

A financial asset or financial liability shall be recognized when the Group becomes a party of financial instrument contract.

A financial asset (or part of it, or a portion of a group of similar financial assets) is derecognized when the following conditions are met, that is, it is written off from its account and balance sheet:

(1) The right to receive cash flow of financial assets expires;
(2) Transferred the right to receive cash flows from financial assets is transferred, or assumed the obligation<br>to pay the full amount of cash flows to third parties in time under the “pass-through agreement”; and (a) substantially transferred<br>the almost all the risks and rewards of financial assets ownership, or (b) abandoned the control over the financial assets, although all<br>the risks and rewards were substantially transferred or retained.
--- ---

Where the responsibility for a financial liability has been fulfilled, revoked or expired, the financial liability will be derecognized. Where the current financial liability is replaced by another financial liability of the same creditor on virtually different terms, or the terms of the current liability are substantially modified, such replacement or modification shall be disposed for derecognition of the original liability and recognition of new liabilities, and the difference shall be included in the current profit and loss.

Financial asset bought and sold by regular means shall be recognized and derecognized in accordance with accounting at the transaction date. The conventional method of buying and selling financial assets refer to the delivery of financial assets according to the contractual terms, with the contracts specifying the delivery dates determined by regulations or market conventions. The trading day is the date on which the Group promises to buy or sell financial assets.

Classification and measurement of financial assets

At the time of initial recognition, the financial assets of the Group are classified as follows according to the Group’s business model of managing financial assets and contractual cash flow characteristics of financial assets: financial assets measured at fair value with changes included in current profits and losses, financial assets measured at amortized cost.

In initial recognition, financial assets shall be measured at fair value, but the accounts receivable arising from the sale of goods or provision of services exclude significant financing elements or do not take into account the financing elements of less than one year, and the initial measurement shall be carried out according to the transaction price.

For the financial assets measured at fair value with changes included in the current profits and losses, the transaction expenses thereof are directly recorded into the profits and losses of the current period; for other categories of financial assets, the transaction expenses thereof are included into the initially recognized amount.

– 557 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Subsequent measurement of financial assets depends on their classification:

Financial assets measured atamortized costs

Financial assets that meet the following conditions simultaneously and are classified as financial assets measured at amortized cost: the business mode for managing the financial assets is to collect the contractual cash flows; as stipulated in the contract terms of the financial assets, the cash flow generated on a specific date is only the payment for principal and interest based on the amount of outstanding principal. Actual interest method is adopted for determining interest income of such financial assets, the profits and losses that arise when such financial assets are terminated, amortized or depreciated, shall be recorded into the profits and losses of the current period.

Financial assets measured atfair value with changes included in current profits and losses

The Company classifies the financial assets above other than those measured at amortized cost as financial assets measured at fair value with changes included in current profits and losses. For such financial assets, the fair value is used for subsequent measurement, with all changes in fair value included in the current profits and losses.

Classification and measurement of financial liabilities

The financial liabilities of the Group are initially classified as financial liabilities measured at amortized cost. The transaction costs related to financial liabilities measured at amortized cost are included in their initially recognized amounts.

Subsequent measurement of financial liabilities depends on their classification:

Financial liabilities measuredat amortised cost

These financial liabilities are calculated with the actual interest rate method with reference to the amortized cost for subsequent measurement.

Impairment of financial instruments

The group recognizes impairment losses and establishes provisions for expected credit losses on financial assets measured at amortized cost and lease receivables.

For accounts receivable without significant financing components, the Group measures the loss provision based on the expected credit loss amount within the whole duration by using the simplified measurement method.

For lease receivables, the Group chooses to apply a simplified measurement approach, measuring the loss provision based on the expected credit loss amount equivalent to the entire lease term.

For financial assets other than those using simplified measurement method, the Group assesses whether the credit risk has increased significantly since the initial recognition on each balance sheet date. If the credit risk does not increase significantly after initial recognition and is in the first stage, the Group measures the loss reserve according to the amount equivalent to the expected credit loss in the next 12 months, and calculates the interest income according to the book balance and the actual interest rate; if the credit risk has increased significantly since the initial recognition, but the credit depreciation has not occurred and the credit risk is in the second stage, the Group measures the loss reserve according to the amount equivalent to the expected credit loss in the whole duration, and calculates the interest income according to the book balance and the actual interest rate; if credit depreciation occurs after initial recognition and the credit risk is in the third stage, the Group measures the loss reserves according to the amount equivalent to the expected credit loss in the whole duration, and calculates the interest income according to the amortization cost and the actual interest rate. For financial instruments with low credit risk on the balance sheet date, the Group assumes that its credit risk has not increased significantly since initial recognition.

– 558 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

The Group assesses the expected credit loss of financial instruments based on individual and collective assessments. Considering the credit risk characteristics of different customers, the Group assesses the expected credit loss of receivables on the basis of aging combination.

For disclosures regarding the criteria for determining a significant increase in credit risk, definition of incurred credit-impaired assets, and assumptions for measuring expected credit losses, please refer to Note XII, 1.

The factors reflected by the methods applied by the Group to measure the expected credit loss of financial assets include: unbiased probability weighted average amount determined by evaluating a series of possible results, the time value of money, and reasonable and evidence-based information about past events, current situation and forecast of future economic situation which can be obtained on the balance sheet date without expending unnecessary extra cost or efforts.

If the Group no longer reasonably expects the cash flow of the financial asset contract to be recovered in whole or in part, the book balance of the financial asset shall be directly written down.

Transfer of financial assets

In the event that the Group has transferred nearly all of the risks and rewards related to the ownership of the financial asset to the transferee, it shall stop recognizing the financial asset. In case it has retained nearly all of the risks and rewards associated with the ownership of the financial asset, the financial asset shall not be derecognized.

In the event the Group has neither transferred nor retained almost all the risks and rewards of ownership of financial assets, the following cases shall be considered: if the control of the financial assets is abandoned, the financial assets are derecognized and the assets and liabilities are recognized; if the financial assets are controlled, the relevant financial assets are recognized according to the extent to which they continue to be involved in the transferred financial assets, and the related liabilities are recognized accordingly.

In case it continues to be involved by transferring the financial assets and providing financial guarantee, the assets resulted in are recognized according to any one of the book value of the financial assets and the financial guarantee amount, whichever is lower. The amount of financial guarantee refers to the highest amount of repayment to be demanded among the considerations received.

12. Notes receivable
¨ Applicable Not applicable
--- --- --- ---
13. Accounts receivable
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Classification and determination basis of provisionfor bad debts based on credit risk characteristics grouping

Applicable ¨ Not applicable

For accounts receivable, regardless of whether there is a significant financing component, the Group always measures its loss provision based on the amount equivalent to the expected credit loss during the entire duration.

– 559 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

When individual financial assets cannot be assessed for expected credit losses on a reasonable cost basis, the Group classifies receivables into various portfolios based on their credit risk characteristics. Expected credit losses are then calculated on a portfolio basis, and the determination of the portfolio is based on the following criteria:

Accounts receivable portfolio 1: Receivables for sales proceeds, supplier service fees, rent, project payments, and other amounts.

Accounts receivable portfolio 2: Receivables from affiliated parties

For accounts receivable divided into the portfolio, the Group prepares a comparison table between the aging/days overdue of accounts receivable and the expected credit loss rate in the whole duration to calculate the expected credit loss by referring to the experience of historical credit loss and combining the current situation and the forecast of future economic situation.

Calculation method for determining the age to identifythe portfolio characteristics of credit risk

Applicable ¨ Not applicable

The Company shall prepare a comparison table of aging accounts receivable and expected credit loss rate in the whole duration and calculate expected credit losses by referring to the historical credit loss experience and combining the current situation and the forecast of the future economic situation. Aging based on the nature of funds and confirmation of credit risk characteristics of ageing combinations.

The table below shows the age combinations and expected credit loss rates for ageing combinations:

Within Over
Nature of payment 1 year 1-2 years 2-3 years 3 years
Portfolio of accounts receivable 1 6 % 26 % 47 % 100 %
Portfolio of accounts receivable 2 1 % 1 % 1 % 1 %

Criteria for recognizing impairments on an individualprovision basis

Applicable ¨ Not applicable

For accounts receivable with significantly different credit risks from the overall credit risk, the Company recognizes expected credit losses on an individual provision basis. If the Company no longer reasonably expects the cash flow of the financial asset contract to be recovered in whole or in part, the book balance of the financial asset shall be directly written down.

14. Receivables financing
¨ Applicable Not applicable
--- --- --- ---
15. Other receivables
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Classification and determinationbasis of provision for bad debts based on credit risk characteristics grouping

Applicable ¨ Not applicable
– 560 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Other receivables are segmented into several portfolios based on their credit risk characteristics. The determination of portfolio composition for other receivables is as follows:

Other receivables portfolio 1: Receivables for various types of deposits, guarantees, purchases, and store reserve funds.

Other receivables portfolio 2: Receivables from related parties.

Other receivables portfolio 3: Other receivables.

Other receivables portfolio 4: Intra-group receivables.

For other receivables, factored receivables, loans granted, and advances that are grouped together, the Group calculates the expected credit losses based on default risk exposure and the expected credit loss rate over the next 12 months or the entire lease term.

Calculation method for determining the age to identifythe portfolio characteristics of credit risk

Applicable ¨ Not applicable

The Company shall prepare a comparison table of other aging accounts receivable and expected credit loss rate in the whole duration and calculate expected credit losses by referring to the historical credit loss experience and combining the current situation and the forecast of the future economic situation. Aging based on the age and nature of funds to confirm credit risk characteristics of ageing combinations

The table below shows the age combinations and expected credit loss rates for ageing combinations:

Within Over
Nature of payment 1 year 1-2 years 2-3 years 3 years
Portfolio of other accounts receivable 1 1 % 1 % 1 % 1 %
Portfolio of other accounts receivable 2 1 % 1 % 1 % 1 %
Portfolio of other accounts receivable 3 7 % 21 % 47 % 100 %

Criteria for recognizing impairments on an individualprovision basis

¨ Applicable Not applicable
16. Inventories
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Inventory categories, cost allocation methods forissues, inventory counting system, devaluation methods for low-value consumables and packaging materials

Applicable ¨ Not applicable

The inventories include raw materials, finished goods, and low-value consumables.

The initial measurement of inventory shall be made at its cost. The costs of the inventory include purchasing cost, processing cost and other costs. The outgoing inventory is valued at actual cost using the weighted average method, while processed inventory is valued at actual cost using the weighted average method. Amortization method is adopted for the amortization of low priced and easily worn articles and packing materials.

The perpetual inventory system is used as the inventory taking method.

– 561 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Confirmation criteria and accrual methods of inventorydepreciation reserves

Applicable ¨ Not applicable

The cost or the net realizable value, whichever is lower, is calculated on the balance sheet date. When the inventory cost is higher than its NRV, inventory reserves shall be made, and shall be included in the current profits and losses. The net realizable value refers to in the daily business activity the amount after deducting the estimated cost of completion, estimated sale expense and relevant taxes from the estimated sale price of inventories. When providing for inventory write-down, it is done based on the category of inventory.

Categories and determinationbasis for recognizing provision for inventory impairment based on a group approach, and determination basis of net realizable value fordifferent categories of inventory

¨ Applicable Not applicable

Calculation method and determinationbasis of net realizable value for each age combination based on the age of inventory

¨ Applicable Not applicable
17. Contract assets
--- ---
¨ Applicable Not applicable
--- --- --- ---
18. Held-for-sale non-current assets or disposal group
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Criteria for classifying asheld-for-sale non-current assets or disposal group and accounting treatment method

Applicable ¨ Not applicable

The Group mainly classifies it into the held-for-sale category by selling (including non-monetary assets exchange with commercial substance, the same below) instead of continuing to use a non-current asset or disposal group to recover its book value.

The aforementioned non current assets do not include investment properties which are subsequently measured by fair value model, biological assets which are measured by net amount of fair value minus selling expenses, assets formed by employee compensation, financial assets, deferred income tax assets and rights arising from insurance contracts.

Disposal group refers to a group of assets that are disposed together through sale or other means in a transaction, and the liabilities directly related to these assets transferred in the transaction. The disposal group includes goodwill acquired in business combination under specific circumstances.

The Company divides the non-current assets or disposal groups meeting the following conditions into held-for-sale types: the non-current assets or disposal groups can be sold immediately in current circumstances according to the rules of selling this kind of assets in similar transactions or conventions of disposal group; highly possible to be sold, that is, resolution has been made for one sales plan and certain purchase commitment has been obtained and sales is anticipated to be completed within one year. If the Group loses control over its subsidiaries due to the sale of the investment in these subsidiaries, whether or not it retains part of the equity investment after the sale, the investment in subsidiaries to be sold satisfies the conditions for held-for-sale type. In some financial statements, the investment is divided into held-for-sale types, and all assets and liabilities of its subsidiaries are classified into held-for-sale types in the consolidated financial statements.

– 562 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

In the initial measurement or re-measurement of the non-current assets or disposal groups held for sale on the balance sheet date, the difference between the book value and the net value after the sales amount are deducted from the fair value (the book value is higher than the net value) is recognised as asset impairment loss. For the amount of the asset impairment loss recognized by the disposal group held for sale, the goodwill book value of disposal group shall be deducted first, then book value of disposal group shall be deducted according to the proportion of the book values of various non-current assets measured in the disposal group.

If the fair value of non-current assets or disposal groups held for sale on the balance sheet date is less than the net value of the sale expenses, the amount of previous write-down shall be restored and transferred back within the impairment loss of assets recognized after being classified as held for sale. The amount transferred shall be included in the current profits or losses. The book value of goodwill that has been deducted cannot be reversed.

Determination criteria and reporting method fordiscontinued operations

¨ Applicable Not applicable
19. Long-term equity investment
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Long-term equity investment includes equity investment in subsidiaries, cooperative enterprises and joint ventures.

Long-term equity investment shall be initially measured as the initial investment cost when it is obtained. For the long-term equity investment obtained through business combination under the same control, the share of the book value of the equity of the merged party in the final controlling party’s consolidated financial statements obtained on the combination date shall be taken as the initial investment cost; the difference between the initial investment cost and the book value of the combination consideration shall be adjusted to the capital reserve (if it is insufficient to offset, the retained earnings shall be offset). Other comprehensive income before the merger date shall be accounted for on the same basis as the investee’s direct disposal of related assets or liabilities when disposing of the investment. Shareholders’ equity recognized due to changes in Shareholders’ equity other than net profit and loss, other comprehensive income and profit distribution of the investee shall be transferred to the current profit and loss when the investment is disposed of, wherein those that are still long-term equity investments after disposal are carried forward in proportion, and those that are converted into financial instruments after disposal are carried forward in full. For long-term equity investment obtained through a business combination not under the same control, the merger cost shall be used as the initial investment cost (if a business combination not under the same control is realized step by step through multiple transactions, the book value of the equity investment of the acquiree held before the purchase date shall be used. The sum of the new investment cost on the purchase date shall be the initial investment cost). Combination costs include the sum of the assets paid by the purchaser, the liabilities incurred or assumed, and the fair value of the equity securities issued. The other comprehensive income recognized by the equity method that is held before the purchase date is accounted for on the same basis as the investee’s direct disposal of related assets or liabilities when disposing of the investment, as the investee removes net gains and losses, Shareholders’ equity confirmed by changes in other Shareholders’ equity other than other comprehensive income and profit distribution shall be transferred to the current profits and losses when the investment is disposed of, wherein those that are still long-term equity investments after disposal are carried forward in proportion, and those that are converted into financial instruments after disposal are carried forward in full. The accumulated fair value changes of equity investments held prior to the date of acquisition, accounted for as financial instruments and recorded in other comprehensive income, are fully transferred to retained earnings upon adoption of the cost method for accounting. For long-term equity investments acquired through means other than business combinations, the initial investment cost is determined as follows: for investments acquired by paying cash, the actual purchase price, along with directly related expenses, taxes, and other necessary expenditures, are considered as the initial investment cost; for investments acquired through the issuance of equity securities, the fair value of the equity securities at the time of issuance is considered as the initial investment cost.

– 563 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

In the event the Company can exert significant influence over the investee, the cost method shall be employed in some financial statements of the Company. Control refers to the control power over the investors. Through the control, the investor can obtain variable returns by participating in relevant activities of the investor and can wield influence upon the return amount by using the control power to the investor.

The price of a long-term equity investment measured by employing the cost method shall be included at its initial investment cost. If there are additional investments or disinvestments, the long-term equity investment cost shall be adjusted. The dividends or profits declared to be distributed by the investee shall be recognized as the current investment income.

For investees over which the Group has joint control or significant influence, long-term equity investments are accounted for using the equity method. Joint control refers to the control of a specific arrangement, whose activities have to be decided with the consensus by all participants sharing control rights, according to related agreements. Significant influence refers to the investor’s right of participation in the decisions of financial and operational policies of the investee, not including the right to control, or jointly control with other participants.

Where the initial cost of a long-term equity investment calculated with the equity method is more than the investing enterprise’ attributable share of the fair value of the invested entity’s identifiable net assets for the investment, it is included in the initial cost of the long-term equity investment. Where the initial cost of a long term equity investment is less than the investing enterprise’ attributable share of the fair value of the invested entity’s identifiable net assets for the investment, the difference shall be included in the current profits and losses and the cost of the long-term equity investment shall be adjusted simultaneously.

When the equity method is applied, after the investor obtains a long-term equity investment, it shall, in accordance with the attributable share of the net profits or losses and other comprehensive income proportions of the investee, recognize the investment profits or losses and other comprehensive income and adjust the book value of the long-term equity investment. Confirming the share of the net profit or loss of the investee is based on the fair value of the investee’s identifiable assets at the time of obtaining the investment. In accordance with the Group’s accounting policies and accounting periods and after the internal transaction gains and losses that occur between the joint ventures and affiliated businesses, the proportion that should be enjoyed by the investor shall be measured (but if the internal transaction losses are the asset impairment losses, the amount shall be fully confirmed), and recognized after the net profit of the investee is adjusted, except for the assets that are invested or sold to constitute businesses. The investing enterprise shall, in the light of the profits or cash dividends declared to distribute by the invested entity, calculate the proportion it shall share, and shall reduce the book value of the long-term equity investment correspondingly. The Group recognizes the net losses incurred by the investee, limiting the recognition to the carrying amount of the long-term equity investment and any other long-term equity interests that essentially represent a net investment in the investee. However, the Group is not limited to the extent of the loss to the carrying amount of the investment if it has an additional obligation to cover the losses. Where any change is made to the shareholder’s equity other than the net profits and losses, other comprehensive income, and profit distribution of the investee, the book value of the long-term equity investment shall be adjusted and included in the shareholder’s equity.

When disposing a long-term equity investment, the balance between its book value and the actual purchase price shall be included in the current profits and losses. For the long-term equity investment accounted for using the equity method, if the equity method is terminated, the related comprehensive income calculated by the original equity method is calculated with the same accounting method the investee uses to directly dispose its related assets or liabilities. The Shareholder’ equity recognized due to the changes in other Shareholder’s equity of the investee is fully transferred into the current profit and loss, except for the net profit or loss, other comprehensive income and profit distribution; if the equity method is still adopted, the related comprehensive income calculated by the original equity method is put under accounting treatment on the same basis the investee disposing related assets or liabilities, and transferred to the current profit and loss in proportion. The Shareholder’ equity recognized due to the changes in other Shareholder’s equity of the investee is transferred into the current profit and loss, except for the net profit or loss, other comprehensive income and profit distribution.

– 564 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
20. Investment properties
--- ---
(1). In case cost calculation model is adopted
--- ---

The investment properties refer to the properties held for earning the rent or capital appreciation or for both of them, including the leased buildings.

The initial measurement of the investment properties shall be made at its cost. Subsequent expenditures relating to investment properties are included in the cost of the investment properties in the event that the economic benefits associated with the asset are likely to flow in and the cost can be reliably measured. Otherwise, it shall be included in the current profit and loss when actually incurred.

The Group takes the cost model for subsequent measurement of investment properties and provides depreciation or amortization using the depreciation methods applied to buildings and structures within fixed assets.

21. Fixed assets
(1). Recognition conditions
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Fixed assets shall be recognized only when it is probable that the economic benefits associated with it will flow to the Group and its costs can be measured reliably. Subsequent expenditure regarding the fixed assets, if it meets the recognition conditions, is included in the cost of the fixed assets, and the carrying amount of the replaced portion is derecognized; otherwise, it is included in the current profit or loss.

The initial measurement of fixed assets shall be made at their cost. The costs for the acquisition of fixed assets include the buying price, relevant expenses of taxation, other expenses that may be directly assigned to such assets before making the fixed assets reach expected use conditions.

(2). Depreciation method
Applicable ¨ Not applicable
--- --- --- ---
Depreciation Annual
--- --- --- --- --- --- --- --- --- ---
Depreciation Period Residual depreciation
Category method (year) value rate rate
Houses and buildings Straight-line method 20-35 5 % 2.71-4.75 %
Machinery and equipment Straight-line method 5-10 5 % 9.5-19 %
Transportation equipment Straight-line method 5-10 5 % 9.5-19 %
Electronic equipment and tool appliances Straight-line method 5 5 % 19 %

The Group shall, at least at the end of each year, take a check on the useful life, expected net salvage value, and the depreciation method of the fixed assets, and adjust them when necessary.

22. Construction in progress
Applicable ¨ Not applicable
--- --- --- ---

The cost of work in progress is determined based on the actual construction expenses incurred, including necessary construction expenses and other related costs incurred during the construction period.

– 565 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

When work in progress reaches the predetermined usable state, it is transferred to fixed assets and long-term prepaid expenses. The standards are as follows:

Category Criteria for carrying forward fixed assets
Houses and buildings Actual commencement of use
Machinery and equipment Completion of installation and commissioning
Electronic equipment Actual commencement of use or completion of installation and commissioning
Means of transport Obtaining the vehicle driving license
Tools and machinery Actual commencement of use or completion of installation and commissioning
23. Borrowing costs
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Borrowing costs are recognized in the current period’s income statement.

24. Biological assets
Applicable ¨ Not applicable
--- --- --- ---

The productive biological assets refer to biological assets held for the purpose of producing agricultural products, rendering services, or leasing, including economic forests. The initial measurement shall be made to the productive biological assets at its cost For self-generated productive biological assets, the cost includes necessary expenditures such as fertilizer costs, labor expenses, and allocated indirect costs incurred before reaching the predetermined production and operational objectives.

Productive biological assets are depreciated with the straight-line depreciation method over their useful lives from the date when they reach their intended production and operation purposes. The service life, estimated residual value rate, and annual depreciation rate for different types of productive biological assets are as follows:

Estimated Annual
Estimated net residual depreciation
Category service life value rate rate
Mature persimmon trees 20 years 5 % 4.75 %

The service life and estimated residual value of productive biological assets are determined based on historical experience. The Group is required to recheck the service life, expected net residual value, and depreciation method of productive biological assets at the end of the year, and any change of them will be treated as accounting estimate. Disposal consideration amount from sale, inventory loss, death or damage of productive biological assets shall be included in current profits and losses after deducting the book value and related taxes.

Impairment

The Group shall inspect productive biological assets at least at the end of each annual period. If there is conclusive evidence that due to natural disasters, plant diseases and insect pests, or changes in market demand, the recoverable amount of the productive biological assets is lower than their carrying amount, the difference between the recoverable amount and the carrying amount is recognized as a provision for impairment of biological assets and recorded as a current period loss.

Once the provision for impairment of a productive biological asset is made, it shall not be reversed.

– 566 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
25. Oil and gas assets
--- ---
¨ Applicable Not applicable
--- --- --- ---
26. Intangible assets
--- ---
(1). Useful life and its determination basis, estimation methods, amortization methods, or review procedures
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Intangible assets are recognized only when it is probable that the economic benefits associated with it will flow to the Group and its costs can be measured reliably. The cost is used for initial measurement. However, if the fair value of the intangible assets acquired through business combination not under the same control can be reliably measured, such asses are individually recognized as intangible assets and measured at fair value.

The useful life of intangible assets is determined according to the period in which they can bring economic benefits to the Group. If it is impossible to foresee whether the period in which economic benefits can be brought to the Group, such assets are deemed as intangible assets.

The straight-line method is used for amortizing intangible assets within their useful life, which is determined as follows:

Category Service life Determination basis
Land use right 40 years Term of land-use right
Software 5 years The shorter of the contract period and the estimated useful life
Patent right and non-patent technology 10 years The shorter of the term of patent rights or the estimated useful life
Sales network 10 years Expected service life

The acquired land use rights obtained by the Group are usually accounted for as intangible assets. With respect to the buildings and structures that are self-developed and self-constructed, the related land use rights and the buildings are accounted for as intangible assets and fixed assets, respectively. In the case of purchased land and buildings, the paid prices are distributed between the land use rights and the buildings. Where it is difficult to allocate reasonably, all of such costs are disposed as fixed assets.

Intangible assets with limited service life shall be amortized using straight-line method in service life. At the end of each year, the Group shall verify the estimated service lives and amortization methods of the intangible assets with limited service life and make adjustment when needed.

(2). Scope of capitalization for research and development (R&D) expenditures and the related accounting treatment methods
Applicable ¨ Not applicable
--- --- --- ---

The expenditures for internal research and development projects of the Group are classified into research expenditures and development expenditures. The expenditure occurred during the research stage shall be included in the profits/losses of current period when it occurs. The expenditure at the stage of development shall be capitalized only if the following conditions are met simultaneously: technically feasible to complete the intangible assets so that they can be used or sold; having the intention to use and sell the intangible assets; the ways for economic benefits of intangible assets, including proving that the market exists for the products manufactured by such intangible assets, or that the intangible assets have own market, and proving that the serviceability of intangible assets if they are used internally; having sufficient technical and financial resources and other resource supports to complete the development of such intangible assets and having the ability to use or sell such intangible asset; the expenditure attributable to the development stage of such intangible asset can be measured reliably. The development expenditure not meeting the conditions above is included in the current profits and losses when it occurs.

– 567 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
27. Impairment of long-term assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---

For impairment of assets other than inventory, deferred taxes, and financial assets, the Group determines the impairment with the following methods:

As of the balance sheet date, if there are indications of impairment of assets, the Group will estimate their recoverable amounts and perform impairment testing; for goodwill formed due to business combinations and intangible assets that have not reached the usable condition, impairment testing will be conducted at least annually regardless of whether there are indications of impairment.

The recoverable amount shall be determined in light of the higher one of the net amount of the fair value of the assets minus the disposal expenses and the present value of the expected future cash flow of the assets. Generally, the Group estimates the recoverable amount based on single assets. Where it is not possible to estimate the recoverable amount of single assets, the recoverable amount of the asset group to which the asset belongs is recognized. The recognition of an asset group is based on whether the major cash inflow generated by the asset group is independent of the cash inflows of other assets or asset groups.

When the recoverable amount of an asset or asset group is lower than its carrying amount, the Group reduces its carrying amount to the recoverable amount, include the write-down amount in the current profit and loss, and withdraw the corresponding provision for asset impairment.

If the factors affecting the impairment of the expendable biological asset have disappeared, the amount of the written-down shall be restored and reversed within the amount of the original provision for the decline in value, and the reversed amount is recognized in the current profits and losses. Once the provision for impairment of a productive biological asset is made, it shall not be reversed.

For the impairment test of goodwill, the carrying value of goodwill formed from business combinations is allocated to the relevant asset group or portfolio of asset groups using a reasonable method from the acquisition date onwards. The related asset group or combination of asset groups shall be the asset group or combination of asset groups that can benefit from the synergy effect of enterprise merger, and shall be no greater than the reporting segments determined by the Group.

If the carrying value of the asset group or portfolio of asset groups containing goodwill exceeds their recoverable amount, the impairment loss is first allocated to reduce the carrying value of goodwill in the asset group or portfolio of asset groups. The remaining impairment loss is then allocated proportionately to reduce the carrying value of the other assets in the asset group or portfolio of asset groups based on their respective proportion of the carrying value, excluding goodwill.

Once the assets impairment loss above is confirmed, it shall not be reversed in the future accounting periods.

28. Long-term deferred expenses
Applicable ¨ Not applicable
--- --- --- ---

The store decoration and improvement expenses can be divided into two categories: the first category includes expenses for the decoration and improvement of operating and office premises before opening a new store, and the second category includes expenses for secondary (or over) decoration and improvement of already opened stores. The expenses for the decoration and improvement of a new store are amortized on a straight-line basis within the shorter of the estimated maximum benefits period (10 years) and the lease term. The expenses for secondary (or over) decoration and improvement of already opened stores are amortized on a straight-line basis within the shorter of the estimated maximum benefits period (5 years) and the remaining lease term. At the end of each year, the remaining service life of deferred expenses is reviewed. If a deferred expense item no longer provides future benefits in subsequent accounting periods, the remaining unamortized balance of that item is recognized as a current period loss.

– 568 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
29. Contract liabilities
--- ---
Applicable ¨ Not applicable
--- --- --- ---

The Group shall list the contract liabilities in the balance sheet according to the relationship between performance obligations and customer payment.

The contract liabilities refer to obligations to transfer goods or services to customers for which consideration has been received or is receivable from the customer before transferring the promised goods or services.

30. Employee compensation

It refers to various forms of compensation or remuneration, other than share-based payments, given by the Company, to obtain services from employees or in connection with the termination of employment. Employee remuneration mainly includes short-term salaries, post-employment welfare, dismission welfare and other long-term employee welfare. Welfare provided by the Group for employees’ spouses, children and dependents, family members of deceased employees and other beneficiaries is also part of employee salaries.

(1) Accounting treatment method of short-term remuneration
Applicable ¨ Not applicable
--- --- --- ---

The Company confirms the actually occurred short-term salaries as liabilities during the accounting period that the staff provides service for the Company, and accounts them into profits and losses of the current period or relevant asset costs.

(2) Accounting treatment method for after-service benefits
Applicable ¨ Not applicable
--- --- --- ---

Post-employment welfare (defined contribution plans)

The Group’s employees participate in pension insurance and unemployment insurance managed by the local government. The corresponding expenses are recognized as relevant asset costs or current-period expenses when they are incurred.

(3) Accounting treatment method for severance benefits
Applicable ¨ Not applicable
--- --- --- ---

Severance benefits

When providing dismissal welfare to employees, the Group shall early confirm the employee salaries generated from dismiss welfare as liability and include it into current profits and losses under the following two situations: the enterprise cannot withdraw the dismissal welfare generated from plan for termination of labor relationship or layoff proposal; the enterprise confirms relevant cost and expense related to the recombination of dismiss welfare payment.

(4) Accounting arrangement method for other long-term employee’s welfare
¨ Applicable Not applicable
--- --- --- ---
– 569 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
31. Estimated liabilities
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Except for contingent consideration and contingent liabilities assumed in a business combination under common control, when the obligations related to contingent matters meet the following conditions, they are recognized as estimated liabilities by the Group:

(1)       This obligation is the current obligation of the Group;

(2)       It is likely to cause any economic benefit to flow out of the Group as a result of performance of the obligation;

(3)       The amount of the obligation can be measured reliably.

Estimated liabilities are initially measured in accordance with the best estimate of the expenditure required to perform the relevant current obligations, taking into account factors such as risks, uncertainties and time value of money associated with contingent events. The Company shall check the book value of the estimated debts on each balance sheet date. Where there is any exact evidence indicating that the book value cannot really reflect the current best estimate, the Company shall adjust the book value in accordance with the current best estimate.

32. Share-based payments
Applicable ¨ Not applicable
--- --- --- ---

Share-based payment is divided into equity-settled share-based payment and cash-settled share-based payment. Equity-settled share-based payment refers to a transaction settled by the Group with shares or other equity instruments as the consideration for obtaining services.

Equity-settled share-based payment in exchange for services provided by employees is calculated at the fair value of the equity instruments granted to employees. For equity instrument that are exercisable immediately after being granted, the relevant costs or expenses are recognized based on fair value on the grant date, increasing the capital surplus. For equity instrument that can only be exercised after a specified service period or upon achievement of specified performance conditions, during the service period, for each balance sheet date within the waiting period, the services acquired during the period are recognized as related costs or expenses, increasing the capital surplus, based on the best estimation of the number of equity instruments expected to be exercised, using the fair value on the grant date. The fair value of equity instruments is determined based on the ex-right closing price on the grant date.

Share-based payments that are not ultimately exercised due to non-satisfaction of non-market conditions and/or service period conditions are not recognized as costs or expenses. If market conditions or non-exercisable conditions are specified in the share-based payment agreement, the share-based payment is considered to be exercisable as long as all other performance conditions and/or service period conditions are met, regardless of whether the market conditions or non-exercisable conditions are satisfied.

If the terms of equity-settled share-based payments are modified, at least the obtained services are recognized as if the terms were not modified. In addition, any modification that increases the fair value of the granted equity instrument, or a change in favor of the employee on the modification date, recognizes an increase in the acquisition of services.

If the terms of equity-settled share-based payments are canceled, it will be treated as an accelerated exercise on the cancellation date and the unconfirmed amount will be immediately recognized. If the employees or other parties are to meet non-vesting conditions but they do not meet the conditions in vesting period, the Company will cancel the equity-settled share-based payment as the treatment. However, if a new equity instrument is granted to an employee, and on the granting date, it is determined that the new equity instrument granted is used to replace the canceled equity instrument, the granted replacement equity instrument shall be treated in the same way as the modifications of the original equity instrument terms and conditions are treated.

– 570 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
33. Preference shares, perpetual capital securities and other financial instruments
--- ---
¨ Applicable Not applicable
--- --- --- ---
34. Revenue
--- ---
(1). Accounting policies for revenue recognition and measurement disclosed based on the type of business
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Revenues from contracts with customers

The Group confirms the incomes while performing the obligations in the contract, namely obtaining control right of relevant commodities or services from customers. Obtaining control of the related goods or services refers to one can direct the use of the goods or provision of services and obtain almost all economic benefits from the goods.

Sales Contract

The sales contract between the Group and the client generally includes only the performance obligations of goods transfer. The Group, under normal conditions, recognizes revenue at the point in time when the customer obtains control of the related goods, which is usually the point of delivery as specified in contract. This recognition is based on the comprehensive consideration of the following factors: the present right to receive payment for the goods, the transfer of the primary risks and rewards associated with ownership of the goods, the transfer of legal ownership of the goods, the physical transfer of the goods, and the customer’s acceptance of the goods.

Provision of service contract

In the service contracts between the Group and its customers, which usually include provisions for display services, warehousing services, maintenance, and other performance obligations, the Group recognizes revenue based on the progress of performance during a specific period. This is because the customer simultaneously receives and consumes the economic benefits from the Group’s performance, and the Group has the right to invoice for the cumulative amount of completed performance during the entire contract period, treating it as a performance obligation fulfilled during a certain period. Revenue is recognized based on the progress of performance, except where the progress of performance cannot be reasonably determined. The Group determines the progress of performance for providing services based on the time schedule. Where the performance progress cannot be reasonably determined and the cost incurred of the Group is expected to be compensated, the revenue shall be recognized according to the cost incurred until the performance progress can be reasonably determined.

Construction contract

The construction contracts between the Group and customers usually include obligations for construction and decoration works. As the customers have control over the construction assets during the performance period, the Group recognizes revenue based on the progress of performance, except when the progress cannot be reasonably determined. The Group determines the progress of providing services based on the input method. Where the performance progress cannot be reasonably determined and the cost incurred of the Group is expected to be compensated, the revenue shall be recognized according to the cost incurred until the performance progress can be reasonably determined.

Variable consideration

Some contracts between the Group and customers include arrangements for reward points, forming variable consideration. The Group determines the best estimate of variable consideration based on either the expected value or the most likely amount to be realized. However, the transaction price that includes variable consideration does not exceed the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur, once the related uncertainty is resolved.

– 571 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Sales return terms

For sales with sales return provisions, when the Group transfers control of the relevant goods to the customer, revenue is recognized based on the amount expected to be entitled for transferring the goods to the customer. The expected amount to be refunded due to sales returns is recognized as a provision for expected liabilities. Simultaneously, an asset is recognized for the expected cost of goods to be returned, which is calculated as the difference between the book value of the goods to be returned and the estimated costs (including the value impairment) associated with returning the goods. The net amount is recorded as a receivable for return cost. The cost is then recognized by deducting the net amount from the book value of the transferred goods. On each balance sheet date, the Group reassesses the future sales return situation and re-measures the aforementioned assets and liabilities.

Reward points program

The Group determines the stand-alone selling price of reward points based on factors such as the redemption policy and expected redemption rate. The transaction price is allocated to reward points and the goods provided based on their stand-alone selling prices in proportion and revenue is recognized when the customer obtains control of the goods upon redeeming the points or when the points expire.

Main responsible person/agent

When the Group acquires goods from third parties and subsequently transfers them to customers, the Group has considered the legal form of the contract and relevant facts and circumstances (such as primary responsibility for transferring the goods to customers, inventory risk assumed before or after the transfer of goods, pricing autonomy, etc.). If the Group has the ability to direct the use of the goods and obtain almost all economic benefits before transferring the goods, and has control over the goods, it recognizes revenue when the goods are delivered to customers and accepted by them based on the total consideration received or receivable. Otherwise, if the Group does not have control over the goods before transferring them to customers, it is considered a principal agent (i.e., facilitating transactions between upstream suppliers and downstream customers and earning commission fees). In this case, the Group recognizes revenue when it completes the agency service and has the right to receive the expected commission fees. The amount of revenue recognized is determined as the net amount after deducting the amounts payable to other related parties from the consideration received or receivable.

(2). Different revenue recognition methods and measurement methods for the same type of business with different business models
¨ Applicable Not applicable
--- --- --- ---
35. Contract cost
--- ---
¨ Applicable Not applicable
--- --- --- ---
36. Governmental subsidy
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Governmental subsidies are recognized when they meet the conditions attached to and can be received. Where the governmental subsidiaries are monetary assets, they are measured according to the amount received or receivable. If the governmental subsidies are non- monetary assets, they shall be measured at their fair value. If their fair value cannot be obtained in a reliable way, they shall be measured at the nominal amount.

Government subsidies used for purchasing or forming long-term assets are recognized as government grants related to assets when the fundamental conditions for obtaining the subsidies are met, as specified in government documents. If the government documents do not provide clear guidance, grants that are based on the condition of purchasing or forming long-term assets are considered as government grants related to assets, while others are recognized as government grants related to revenue.

– 572 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

The Group recognizes received government grants based on their total amount.

Where the governmental subsidy related to the proceeds is used to compensate relevant costs or losses in the later period, the subsidy is recognized as deferred proceeds when acquired, and accounted into profits and losses of the current period during the period of recognition; where it is used to compensate the occurred costs or losses, it is directly into profits and losses of the current period directly.

Government subsidies related to assets shall be recognized as deferred income, which shall be included in profits and losses by stages according to a reasonable and systematic method within the service life of the relevant assets (but the government subsidies measured according to the nominal amount shall be directly included in the current profits and losses). If the relevant assets are sold, transferred, scrapped or damaged before the end of the service life, the undistributed balance of relevant deferred income shall be transferred into the profits and losses of the current period of asset disposal.

37. Deferred tax assets/deferred tax liabilities
Applicable ¨ Not applicable
--- --- --- ---

Regarding the temporary difference between the book value and tax base of assets and liabilities on the balance sheet date and of the item that is not recognized as an asset and liability but whose tax base can be determined in accordance with the tax law, the deferred income tax of the Group is withdrawn by using the balance sheet liability method.

All taxable temporary differences are recognized as deferred tax liabilities,

(1) Except when the taxable temporary differences arise from the following transactions: the initial recognition<br>of business reputation, and the initial recognition of assets or liabilities arising from the following transactions which are simultaneously<br>featured by the following: the transaction is not business combination, and at the time of transaction, the accounting profits will not<br>be affected, nor will the taxable amount or the deductible loss be affected.
(2) The deferred income tax liabilities arising from the taxable temporary differences related to the investments<br>of subsidiaries, joint ventures and associates are recognized unless the time of the reverse of temporary differences can be controlled,<br>and the temporary differences are unlikely to be reversed in the excepted future.
--- ---

As for any deductible temporary difference, and deductible loss or tax deduction that can be carried forward to the next year, the corresponding deferred income tax assets shall be determined to the extent that the amount of future taxable income to be offset by the deductible temporary difference, and deductible loss or tax deduction to be likely obtained. Unless:

(1) Temporary differences deductible: Temporary differences arising from individual transactions not involving<br>business combinations, which neither impact accounting profit nor taxable income or deductible loss upon their occurrence, and the initial<br>recognition of assets and liabilities does not result in creating equal temporary differences or deductible temporary differences.
(2) As for the deductible temporary difference of taxable relevant to the investment of subsidiaries, joint<br>ventures and associates, the corresponding deferred income tax assets can be recognized when it can simultaneously meet the following<br>the conditions: the temporary difference is likely to reverse, and the amount of the taxable can be obtained to offset the deductible<br>temporary difference at a high possibility in the future.
--- ---

According to the tax law, on the balance sheet date, the deferred income tax assets and the deferred income liabilities shall be measured by the Group in accordance with the applicable tax rate during the period of recovering the assets as estimated or paying off the abilities, and it shall reflect the effect of the income tax of the recovering assets as estimated or the way of paying off the liabilities on the balance sheet date.

– 573 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

On the balance sheet date, the Group rechecks book value of deferred income tax assets of the Group. If it is unlikely to obtain sufficient taxable income taxes to offset the benefit of the deferred income tax assets, the book value of the deferred income tax assets shall be written down. On the balance sheet date, the Group reassesses the unrecognized deferred income tax assets and recognizes the deferred income tax assets within the limits that it is probable that sufficient taxable income is available for all or part of the deferred income tax assets.

If the following conditions are met simultaneously, the Company will present and report the deferred income tax assets and the deferred income tax liabilities at a net amount after offsetting: the Company has the legal right to settle the deferred income tax assets and the deferred income tax liabilities in current period at a net amount with regard to taxes levied from the same taxpayer or different taxpayers with the same tax collection and management department, but the taxpayer involved intends to settle the deferred income tax assets and the deferred income tax liabilities in current period at a net amount or obtain the assets and satisfy the liabilities simultaneously within every period of reversal of significant deferred income tax assets and deferred income tax liabilities.

38. Leases
Applicable ¨ Not applicable
--- --- --- ---

Criteria and accounting treatment method for simplifiedtreatment of short-term leases and leases of low-value assets as a lessee

Applicable ¨ Not applicable

Apart from short-term leases and leases of low-value assets, the Group recognizes right-of-use assets and lease liabilities.

Right-of-use assets

On the lease commencement date, the Group recognizes the right to use the leased assets that can be used during the lease term and measures it at cost. The cost of right-of-use assets includes: the initial measurement amount of lease liabilities; lease payments made by the lessee at or before the lease commencement date (net of lease incentives received); initial direct costs incurred by the lessee; estimated costs to dismantle and remove the leased asset or restore the site on which the leased asset is located to the condition specified in the lease agreement. If the Group re-measures the lease liability due to changes in lease payments, the carrying amount of the right-of-use asset is adjusted accordingly. The Group uses the straight-line method to depreciate the right-of-use assets subsequently. Where it is reasonably certain that ownership of the leased assets will be obtained at the end of the lease term, the Group depreciates the leased assets over their remaining useful lives. If the ownership of the leased asset can not be reasonably confirmed on the lease term expiry, the accrual depreciation of the Group shall be conducted within the shorter of two periods, namely the lease term and the remaining service life of lease asset.

Lease liabilities

On the lease commencement date, the present value of lease payments not yet paid is recognized as lease liability, except for short-term leases and leases of low-value assets. The lease payments include fixed payments and the variable lease payments subtracted by lease incentives, variable lease payments based on an index or rate, and payments that are expected to be made based on the residual value guarantee; it also includes the exercise price of purchase options or the payments required to exercise the termination options, provided that the Group reasonably determines that it will exercise the option or reflects that the Group will exercise the termination option during the lease term.

After the lease commencement date, the Group increases the carrying amount of the lease liability when recognizing interest and decreases it when paying lease payments. When there is a change in the substantially fixed payments, a change in the estimated payments for residual value guarantees, a change in the index or rate used to determine lease payments, or a change in the assessment or exercise of purchase options, renewal options, or termination options, the Group re-measures the lease liability using the present value of the revised lease payments.

– 574 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Short-term leasesand leases of low-value assets

On the commencement date of the lease term, the Group recognizes leases with a lease term not exceeding 12 months and excluding the purchase option as short-term leases; Leases with lower value when a single leased asset is a brand new asset are recognized as low-value asset leases. The Group chooses not to recognize the right-of-use assets and lease liabilities for short-term leases and low-value asset leases. Costs or expenses related to the leased asset are recognized over the lease term using the straight-line method or another systematic and rational method.

Classification criteria and accounting treatmentmethod for leases as a lessor

Applicable ¨ Not applicable

The lease for which all risks and rewards related to the ownership of the leased asset are substantially transferred on the commencement date of lease is a finance lease, and the other leases are an operating lease. When the Group acts as a sublease lessor, it classifies subleases based on the right of use assets generated from the original lease. If a contract contains both lease and non-lease components, the Group allocates the consideration for the contract to each component based on their relative standalone prices.

As a lessor of finance lease

On the commencement date of the lease term, the Group recognizes the receivable financing leasing payments for financing leases and terminates the recognition of financing leasing assets. When the Group initially measures the receivable financing leasing payments, the net lease investment shall be taken as the entry value of the receivable financing lease payments. The net lease investment is the sum of the present value of lease payments not yet received and the unguaranteed residual value discounted at the lease’s implicit rate, including initial direct costs. The Group calculates and recognizes the interest income for each period of the lease term at a fixed periodic interest rate. The variable lease payments obtained by the Group that are not included in the measurement of net lease investments are recognized in the current period’s profit and loss when actually incurred.

As an operating lessor

The rental income from operating leases is recognized as revenue on a straight-line basis or another systematic and rational method over the lease term. Variable lease payments not included in the measurement of lease receivables are recognized as revenue when they become due. The initial direct costs are capitalized and amortized over the lease term on the same basis as rental income, and are recognized as expenses in each period.

39. Other significant accounting policies and accounting estimates
Applicable ¨ Not applicable
--- --- --- ---
(1). Measurement at fair value
--- ---

The Group measures equity instruments investments at fair value on each balance sheet date. The fair value is a price received by the market participants from selling an asset or paid by them for transferring a liability during orderly transaction at the measurement date.

For the assets and liabilities measured or disclosed at fair value in the financial statements, the level of fair value to which they belong is determined according to the lowest-level input value that is significant to the fair value measurement as a whole: The first level input valve is that the input value that can be obtained on measurement date and not adjusted quoted price of same assets or liabilities in active market; second level is the input value that can be directly or indirectly observed by relevant assets or liabilities except from first-level input value; third level is the input value that can not be observed by relevant assets or liabilities.

– 575 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

On each balance sheet date, the Group reassesses the assets and liabilities that are recognized in the financial statements to be consistently measured at fair value to determine whether to shift between levels of fair value measurement.

(2). Share buy-backs

The consideration and transaction costs are paid for repurchasing equity instruments to reduce shareholders’ equity. Apart from share-based payments, the issuance (including refinancing), buy-back, sale, or cancellation of equity instruments are accounted for as changes in equity.

(3). Profit distribution

The cash dividends of the Company are recognized as liabilities after approval by the Shareholders’ Meeting.

(4). Significant accounting estimate

The preparation of the financial statements requires the Management to make judgments, estimates and assumptions that affect the presentation of amounts of income, expenses, assets and liabilities and the disclosure thereof, as well as the disclosure of contingent liabilities on the balance sheet date. The results of these assumptions and estimated uncertainties may result in significant adjustments to the carrying value of assets or liabilities that will be affected.

Judgment

In applying the Group’s accounting policies, the Management made the following judgments that had a significant impact on the amounts recognized in the financial statements:

Principal person-in-charge

For the business of acquiring goods from third parties and subsequently transferring them to customers, the Group bears the primary responsibility for transferring the goods to customers, assumes the inventory risk of the goods before or after their transfer, and has the autonomy to set the price for the traded goods or services. The Group believes that it has the ability to direct the use of the goods and obtain almost all economic benefits before transferring the goods to customers, and has control over the goods. Therefore, the Group is the principal and recognizes revenue based on the total consideration received or receivable.

Business mode

The classification of financial assets in initial recognition depends on the business model of the Group in managing financial assets. When judging the business model, the Group considers the ways of enterprise evaluation and to report the performance of financial assets to key managers, the risks that affect the performance of financial assets and their management methods, and the ways in which relevant business managers are paid. When evaluating whether the contract cash flow is the goal, the Group needs to analyze and judge the reasons, time, frequency and value of the sale of financial assets before the due date.

Contractual cash flow characteristics

The classification of financial assets in initial recognition depends on the contractual cash flow characteristics of financial assets. When it is necessary to judge whether the contractual cash flow is only the payment of principal and interest based on unpaid principal, including the evaluation of the correction of time value of currency, it is necessary to judge whether there is a significant difference compared with the benchmark cash flow, and it is necessary to judge whether the fair value of financial assets with advanced refunding characteristics is very small.

– 576 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Lease term – including lease contracts withrenewal options

The lease term is the period during which the Group has the right to use the leased asset and is not cancellable, including the period covered by the renewal options if it is reasonably certain that the Group will exercise those options. When assessing the reasonableness of exercising lease renewal options, the Group takes into account all relevant facts and circumstances that contribute to the economic benefits associated with exercising the lease renewal options, which includes the expected changes in facts and circumstances between the commencement of the lease term and the exercise date of the options. After the commencement of the lease term, if significant events or changes within the Group’s control occur and have an impact on the reasonable determination of whether to exercise the corresponding lease renewal options, the Group will reassess the decision to exercise the renewal options. Based on the results of the reassessment, the lease term may be modified accordingly.

Estimation uncertainty

The following are future key assumptions on the balance sheet date and other key sources of estimated uncertainties that may result in significant adjustments to the carrying value of assets and liabilities in future accounting periods.

Impairment of financial instruments

The Group uses the expected credit loss model to evaluate the impairment of financial instruments.It requires significant judgment and estimation, and taking into account all reasonable and based information, including forward-looking information for the application of the expected credit loss model. In making these judgments and estimates, the Group combines historical repayment data with factors such as economic policies, macroeconomic indicators, industry risks, and other factors to assess the expected changes in credit risk of the debtors. Differences in estimates may have an impact on the provision for Impairment. A provision for impairment may not be equal to the actual amount of impairment losses in the future.

Impairment of non-current assets other than financialassets (except goodwill)

The Group assesses whether there are indications of impairment on non-financial assets other than financial assets on the balance sheet date. For intangible assets with uncertain useful lives, impairment tests are conducted not only annually but also when there are indications of impairment. Other non-current assets excluding financial assets are tested for impairment when there is an indication that the carrying value is not recoverable. When the book value of an asset or asset group is higher than the recoverable amount, that is, the higher of the net amount remained after the disposal expenses are deducted from the fair value and the present value of the estimated future cash flow, it indicates that impairment has occurred. The net amount after the fair value deducts the disposal expenses is determined by reference to the sales agreement price of the similar assets in the fair trade or the observable market price deducts the incremental cost directly attributable to the disposal of the assets. When estimating the present value of future cash flow, the Management must estimate the estimated future cash flow of the asset or asset group and select an appropriate discount rate to determine the present value of future cash flow. Please refer to Note VII, 74.

Fair value of non-listed equity investments

The Group determines the fair value of non-listed equity investments using the market approach. This requires the Group to determine comparable listed companies, select market multiples, and estimate discounts for lack of liquidity, resulting in uncertainties.

Deferred tax asset

Deferred income tax assets shall be recognized for all unused deductible losses to the extent that it is probable that there will be sufficient taxable income to offset the deductible losses. This requires the Management to use substantial judgments to estimate the time and amount of future taxable income and adopt the tax planning strategies to determine the amount of deferred income tax assets that should be recognized.

– 577 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Reward points

The Group estimates a reasonable selling price for reward points separately, taking into account all relevant information, including the ability of customers to redeem reward points for free goods or enjoy discounts on goods, as well as the likelihood of customers exercising their redemption rights in order to allocate the consideration under the contracts. When estimating the likelihood of customers exercising their redemption rights, the Group conducts a comprehensive analysis based on historical data on point redemptions, current point redemption activities, and considerations of customer behavior and market trends in the future. The Group reassesses the estimated redemption rate of reward points at least on each balance sheet date and calculates the amount of revenue to be recognized and the amount of balances related to reward points based on the results of the reassessment.

Incremental borrowing rate of the lessee

For leases where the lease interest rate cannot be determined, the Group takes the incremental borrowing rate of the lessee as the discount rate to calculate the present value of lease payments. When determining the incremental borrowing rate, the Group considers observable rates in the economic environment as the reference basis and makes adjustments based on its own circumstances, the nature of the leased asset, the lease term, and the lease liability amount to derive the applicable incremental borrowing rate.

40. Changes in significant accounting policies and accounting estimate
(1). Changes in significant accounting policies
--- ---
¨ Applicable Ö Not applicable
--- --- --- ---
(2). Changes in significant accounting estimates
--- ---
¨ Applicable Ö Not applicable
--- --- --- ---
(3). Adjustments to the financial statements related to the first-time adoption of new accounting standards or interpretations, applicable from 2024 or later
--- ---
¨ Applicable Ö Not applicable
--- --- --- ---
41. Others
--- ---
¨ Applicable Ö Not applicable
--- --- --- ---
VI. Taxes
--- ---
1. Main tax categories and tax rates
--- ---

Main tax categories and tax rates

Ö Applicable ¨ Not applicable
Type of tax Taxation basis Tax rate
--- --- --- --- --- --- --- ---
VAT Taxable income 13 %, 9 %, 6 %,
5 %, 0 %
Urban maintenance and construction tax Actually paid turnover tax 7 %, 5 %
Corporate Income Tax Taxable income 25 %, 20 %, 16.5 %,
15 %, 8.25 %, 0 %
Housing property tax Housing property original value, rental income 1.2 %, 12 %
– 578 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Type of tax Taxation basis Tax rate
--- --- --- ---
Extra charges for education and local extra charges<br> for education Actually paid turnover tax 3%, 2 %
Consumption tax Retail amount of gold and silver (including platinum) jewelry<br> and diamond jewelry 5 %
Note 1: Sales of consumables, vegetables, some meat, poultry, eggs, and other items are subject<br> to tax exemption policies; the VAT rate for warehousing services and other ancillary services is 6%; the VAT rate for rental income<br> is 9%, and if a simplified collection method is applicable, the collection rate is 5%; the VAT rate for taxable sales of fruits, seafood,<br> some dry goods, grains, edible oils, dairy products, and other agricultural products is 9%, and the VAT rate for taxable sales of other<br> goods is 13%.
--- ---
Note 2: Self-use properties are taxed based on a certain percentage of the original value of the<br> property, with a tax rate of 1.2%; rental properties are taxed based on rental income, with a tax rate of 12%.
--- ---

Explanations shall be disclosed for different taxpayers for tax rate of enterprise income tax

Ö Applicable ¨ Not applicable
Income<br> tax
--- --- ---
Name of taxpayer rate
(%)
Chongqing Yonghui Superstores Co., Ltd. 15
Guizhou Yonghui Superstores Co., Ltd. 15
Yunnan Yonghui Superstores Co., Ltd. 15
Guangxi Yonghui Superstores Co., Ltd. 15
Yonghui Logistics Co., Ltd. 15
Xizang Yonghui Superstores Co., Ltd. 15
Guansu Yonghui Superstores Co., Ltd. 15
Qinghai Yonghui Superstores Co., Ltd. 15
Sichuan Yonghui Store Co., Ltd. 15
Chengdu Yonghui Business Development Co., Ltd. 15
Shaanxi Yonghui Superstores Co., Ltd. 15
Fuping Yunshang Supply Chain Management Co., Ltd. 15
Ningxia Yonghui Superstores Co., Ltd. 15
Guizhou Yonghui Logistics Co., Ltd. 15
Beijing Yonghui Technology Co., Ltd. 15
Fuping Yonghui Modern Agricultural Development Co., Ltd. 0
Gansu Minxian Yonghui Agricultural Development Co., Ltd. 0
Yonghui Holdings Co., Ltd. 16.5,<br> 8.25
LOHAS Life International Business Co., Ltd. 16.5
Ruilingtong Marketing Services (Shanghai) Co., Ltd. 20
Shanghai Yinjie International Trade Co., Ltd. 20
Yunnan Fuping Yunshang Supply Chain Management Co., Ltd. 20
Hainan Fuli Supply Chain Management Co., Ltd. 20
Fujian Yonghui Commercial Co., Ltd. 20
Fujian Yonghui Import and Export Trade Co., Ltd. 20
Sichuan Yunfu Supply Chain Management Co., Ltd. 20
Shanghai Yunfu Supply Chain Management Co., Ltd. 20
Zhejiang Yunfu Supply Chain Management Co., Ltd. 20
Anhui Fuwan Supply Chain Management Co., Ltd. 20
2. Tax incentives
--- ---
Ö Applicable ¨ Not applicable
--- --- --- ---
– 579 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Note 1: According to the Announcement on Extending the VAT Preferential Policies for Cultural and<br> Educational Products (CS [2021] No. 10) and the Announcement on Continuing the Implementation of VAT Preferential Policies for Cultural<br> and Educational Products (CA [2023] No. 60) by the Ministry of Finance and the State Taxation Administration, from January 1, 2021<br> to December 31, 2027, the wholesale and retail sectors for books are exempt from value-added tax.
--- ---
Note 2: According to the Announcement on Exemption of VAT on Vegetable Circulation Link issued<br> by the Ministry of Finance and the State Taxation Administration (CS [2011] No. 137), VAT on vegetable circulation link has been exempted<br> since January 1, 2012.
--- ---
Note 3: According to the Notice on Exempting VAT on Certain Fresh Meat and Egg Products in Agricultural<br> Product Wholesale and Retail by the Ministry of Finance and the State Taxation Administration (CS [2012] No. 75), value added tax on<br> certain fresh meat and egg products sold by taxpayers engaged in agricultural product wholesale and retail is exempted from October<br> 1, 2012.
--- ---
Note 4: Subsidiary companies of the Company, including Chongqing Yonghui Superstores Co., Ltd.,<br> Guizhou Yonghui Superstores Co., Ltd., Yunnan Yonghui Superstores Co., Ltd., Guangxi Yonghui Superstores Co., Ltd., Yonghui Logistics<br> Co., Ltd., Xizang Yonghui Superstores Co., Ltd., Gansu Yonghui Superstores Co., Ltd., Qinghai Yonghui Superstores Co., Ltd., Sichuan<br> Yonghui Superstores Co., Ltd., Chengdu Yonghui Commercial Development Co., Ltd., Shaanxi Yonghui Superstores Co., Ltd., Fuping Yunshang<br> Supply Chain Management Co., Ltd., Ningxia Yonghui Superstores Co., Ltd., and Guizhou Yonghui Logistics Co., Ltd., enjoy preferential<br> enterprise income tax policies according to the relevant provisions of the Ministry of Finance, General Administration of Customs,<br> and the State Taxation Administration regarding deepening the implementation of tax policies related to the development of the Western<br> Development Strategy.
--- ---
(CS [2011] No. 58), Announcement of the State Taxation Administration on Enterprise Income<br> Tax Issues relating to the Implementation of the Western Development Strategy (Announcement No. 12 of the State Taxation Administration<br> in 2012), and Announcement of the Ministry of Finance on the Continuation of Enterprise Income Tax Policies for Western Development<br> (Announcement No. 23 of the Ministry of Finance in 2020), the enterprise income tax is levied at a rate of 15% from January 1, 2011<br> to December 31, 2030.
---
Note 5: The subsidiary companies, Fuping Yonghui Modern Agriculture Development Co., Ltd., and<br> Gansu Minxian Yonghui Agriculture Development Co., Ltd. are eligible for the preferential policy of exempting corporate income tax<br> on primary agricultural products processing and production in accordance with the relevant provisions in Article 86 of the Implementation<br> Regulations of the Enterprise Income Tax Law of the People’s Republic of China (State Council Order No. 512).
--- ---
Note 6: Subsidiary companies of the Company, including Ruilingtong Marketing Service (Shanghai)<br> Co., Ltd., Shanghai Yinjie International Trade Co., Ltd., Yunnan Fuping Yunshang Supply Chain Management Co., Ltd., Hainan Fuli Supply<br> Chain Management Co., Ltd., Fujian Yonghui Commercial Co., Ltd., Fujian Yonghui Import and Export Trade Co., Ltd., Sichuan Yunfu Supply<br> Chain Management Co., Ltd., Shanghai Yunfu Supply Chain Management Co., Ltd., Zhejiang Yunfu Supply Chain Management Co., Ltd., and<br> Anhui Fuwan Supply Chain Management Co., Ltd., enjoy preferential enterprise income tax policies according to the Announcement of the<br> State Taxation Administration on Matters Concerning the Implementation of Supportive Tax Policies for the Development of Small and<br> Micro-profit Enterprises and Individuals (Announcement No. 6 of the State Taxation Administration in 2023). For small and micro-profit<br> enterprises, 25% of the annual taxable income not exceeding RMB1 million is deducted and taxed at a rate of 20%. According to the Announcement<br> of the Ministry of Finance and State Administration of Taxation on Further Implementation of Preferential Policies for Small and Micro<br> Enterprises Income Tax (Announcement No. 13 of 2022 of the Ministry of Finance and the State Administration of Taxation), for small<br> and micro-profit enterprises with an annual taxable income exceeding RMB1 million but not exceeding RMB3 million, a reduction of 25%<br> shall be included in the taxable income, and the enterprise income tax shall be paid at a rate of 20%.
--- ---
Note 7: The subsidiary companies of the Company are subject to the two-tier profit tax system as<br> announced in the 2017 Policy Address, in accordance with the 2018 Inland Revenue (Amendment) (No. 3) Bill of the Hong Kong Special<br> Administrative Region Government. The two-tier profit tax system applies to taxable years starting on or after April 1, 2018. For the<br> first HKD2 million of assessable profits of a corporation, the tax rate will be reduced to 8.25%. Any profits thereafter will continue<br> to be taxed at 16.5%. The two-tier profit tax system will benefit eligible enterprises with assessable profits, regardless of their<br> size. To ensure that eligible enterprises are mainly small and medium-sized enterprises, only one related enterprise can be nominated<br> for the benefits. The subsidiary company, Yonghui Holdings Limited, meets the above requirements and will be subject to the two-tier<br> tax rates of 8.25% and 16.5%. The sub-subsidiary, LOHAS Life International Business, will be subject to the tax rate of 16.5%.
--- ---
Note 8: In accordance with the “Management Measures for the Recognition of High-tech Enterprises”<br> (GKFH [2016] No. 32) and the “Guidelines for the Management of High-tech Enterprise Recognition” (GKFH [2016] No. 195)<br> regulations, Beijing Yonghui Technology Co., Ltd. was approved and certified as a high-tech enterprise on November 2, 2022, by the<br> Beijing Municipal Science and Technology Bureau, Beijing Municipal Finance Bureau, and Beijing Municipal Taxation Bureau of the State<br> Taxation Administration, and obtained the “High-tech Enterprise Certificate” (Number: GR202211002597). The qualification<br> is valid for 3 years, and the preferential period for enterprise income tax is from January 1, 2022 to December 31, 2024. During the<br> qualification period, the company is entitled to enjoy the preferential policy of paying enterprise income tax at a reduced rate of<br> 15%. Gansu Minxian Yonghui Agricultural Development Co., Ltd. was approved as a high-tech enterprise by the Science and Technology<br> Department of Gansu Province, the Finance Department of Gansu Province, and the Gansu Provincial Taxation Bureau of the State Taxation<br> Administration on October 6, 2023, and obtained the High-tech Enterprise Certificate (No. GR202362000002). The qualification is valid<br> for 3 years, and the preferential period for enterprise income tax is from January 1, 2023 to December 31, 2025. During the qualification<br> period, the company is entitled to enjoy the preferential policy of paying enterprise income tax at a reduced rate of 15%.
--- ---
– 580 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
3. Others
--- ---
¨ Applicable Ö Not applicable
--- --- --- ---
VII. Notes to Items of Consolidated Financial Statements
--- ---
1. Monetary funds
--- ---
Ö Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
---
Items Closing<br> balance Opening<br> balance
--- --- --- --- ---
Cash in hand 50,711,775.13 72,725,636.77
Bank deposit 4,790,566,375.12 5,490,130,482.21
Other monetary funds 219,089,127.18 276,213,499.10
Total 5,060,367,277.43 5,839,069,618.08
Including: total amount of deposit abroad 31,546,989.10 33,091,563.78

Other disclosures

1. The<br> year-end cash mainly represents sales proceeds that have not yet been deposited by the stores<br> into the bank.
2. The<br> funds deposited overseas at the year-end belong to the subsidiary companies, including Yonghui<br> Holdings Co., Ltd., Yonghui Japan Co., Ltd., and LOHAS Life International Business Co., Limited
--- ---
3. The<br> cash and cash equivalents for which the ownership of the Group is restricted at the year-end<br> amount to RMB174,430,956.12 (as of December 31, 2023: RMB141,300,533.68). Please refer to<br> Section XII, 33.
--- ---
4. Interest<br> income is derived from bank current deposits at the prevailing interest rate. The term of<br> short-term fixed deposits is determined based on the cash needs of the Group, and interest<br> income is earned at the corresponding interest rate of the bank fixed deposits.
--- ---
5. Other<br> cash and cash equivalents, excluding deposits, mainly consist of on-hold funds, including<br> card swipe income from POS machines at the stores, card swiping income from bank card payments<br> via the APP, and balances in APP accounts such as WeChat, which have not yet been transferred<br> to the bank accounts of the Group.
--- ---
2. Loans and advances
--- ---
Unit: Yuan Currency: RMB
---
Items Closing<br> balance Opening<br> balance
--- --- --- ---
Total amount of loans and advances Among which: 557,908,591.96
1. Amount of loans and advances due within one year 627,293,964.36
Less: Provision for loan losses due within one year 89,953,572.57
Net value of loans and advances due within one year 537,340,391.79
2. Amount of loans and advances due after one year 20,881,421.49
Less: Provision for loan losses due after one year 313,221.32
Net value of loans and advances due after one year 20,568,200.17
– 581 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

The changes in the provision for loan losses are as follows:

Unit: Yuan Currency: RMB

Provision Other
Opening made in this decreases in Closing
balance year current<br> year balance
Year<br> 2024 90,266,793.89 7,811,203.42 98,077,997.31

Explanation: The initial balance of loans and advances granted by the former subsidiary company, Chongqing Yonghui Micro-credit Co., Ltd., includes corporate loans, advances, and personal consumer credit. The decrease in the current year is due to the sale of 65% equity interest in Yonghui Yunjin Technology Co., Ltd., which is no longer included in the scope of consolidation.

3. Trading financial assets
Ö Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening <br><br>balance Reasons and<br><br> basis for<br><br> designation
Financial assets measured at fair value with changes included in current profits and losses 2,709,808,027.29 735,971,777.07 /
Among which:
Equity instrument investment 348,110,366.74 388,932,227.74 /
Fund products 855,878,482.46 341,037,083.58 /
Structured deposit 1,505,819,178.09 6,002,465.75 /
Total 2,709,808,027.29 735,971,777.07 /

Other notes:

Ö Applicable ¨ Not applicable

Trading financial assets mainly consist of fund products, stocks, asset management products, and wealth management products purchased during the year.

4. Derivative financial assets
¨ Applicable Ö Not applicable
--- --- --- ---
– 582 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

5. Notes receivable
(1). Category of notes receivable
--- ---
¨ Applicable Ö Not applicable
--- --- --- ---
(2). Notes receivable secured by the Company at the end of period
--- ---
¨ Applicable Ö Not applicable
--- --- --- ---
(3). Undue closing notes receivable before balance sheet date that endorsed or discounted by the Company
--- ---
¨ Applicable Ö Not applicable
--- --- --- ---
(4). Classified disclosure by bad-debt provision method
--- ---
¨ Applicable Ö Not applicable
--- --- --- ---

Provision of bad debts due to specific consideration:

¨ Applicable Ö Not applicable

Provision of bad debts using provision matrix:

¨ Applicable Ö Not applicable

Provision for bad debts based on the general model of expected credit losses

¨ Applicable Ö Not applicable

Explanation of significant changes in the carrying balance of notes receivable for which there have been provision for bad debts changes in the current period:

¨ Applicable Ö Not applicable
(5). The situation of the provision of bad debts
--- ---
¨ Applicable Ö Not applicable
--- --- --- ---

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Ö Not applicable
(6). Details of notes receivable actually written off during the current period.
--- ---
¨ Applicable Ö Not applicable
--- --- --- ---

Among these, verification and cancellation of important notes receivable:

¨ Applicable Ö Not applicable

Instructions on verification and cancellation of notes receivable:

¨ Applicable Ö Not applicable

Other notes:

¨ Applicable Ö Not applicable
– 583 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
6. Factoring receivable
--- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Factoring receivable 129,425,183.71
Less: bad debt provision 60,736,219.33
Total 68,688,964.38

Explanation: The initial balance of factoring receivable is from the former subsidiary, Yonghui Qinghe Commercial Factoring (Chongqing) Co., Ltd., which granted factoring receivables to external parties.

(1) Disclosure by category

Unit: Yuan Currency: RMB

December 31, 2023
Items Amount Ratio % Bad debt <br><br>provision Net amount
Accounts receivable from factoring with recourse 129,425,183.71 100.00 60,736,219.33 68,688,964.38
(2) Provisioned for, recovered or reversed bad debt of current term
--- ---

Unit: Yuan Currency: RMB


Allowance for
doubtful
Items accounts
January 1, 2024 60,736,219.33
Provision made in this year
Provision reversed in this year 27,454,601.29
Other decreases in current year 33,281,618.04
June 30, 2024

Explanation: The decrease in the current year is due to the sale of 65% equity interest in Yonghui Yunjin Technology Co., Ltd., which is no longer included in the scope of consolidation.

7. Accounts receivable
(1). Disclosure by aging
--- ---
Ö Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing book Opening book
Aging balance balance
Within 1 year 327,598,461.94 417,495,474.90
Sub-total within one year 327,598,461.94 417,495,474.90
1-2 years 24,521,271.08 27,657,213.75
2-3 years 20,566,732.01 19,281,834.84
Over 3 years 62,531,559.43 50,274,690.75
Total 435,218,024.46 514,709,214.24
– 584 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(2). Classified disclosure by bad-debt provision method
--- ---
Ö Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing balance Opening balance
Book balance Bad debt provision Book balance Bad debt provision
Proportion of Proportion of
Bad-debt Carrying Bad-debt Carrying
Category Amount Ratio Amount provision value Amount Ratio Amount provision value
% (%) % (%)
Provision made on an individual basis 1,894,322.62 0.44 1,894,322.62 100.00 1,894,322.62 0.37 1,894,322.62 100.00
Provision made on a collective basis 433,323,701.84 99.56 92,957,932.27 21.45 340,365,769.57 512,814,891.62 99.63 91,072,410.69 17.76 421,742,480.93
Among which:
Portfolio 1
Accounts receivable from sales 230,222,105.65 52.90 49,529,623.37 21.51 180,692,482.28 283,389,112.74 55.06 52,071,963.36 18.37 231,317,149.38
Supplier service fees and rentals 176,017,260.13 40.44 43,157,465.54 24.52 132,859,794.59 181,638,702.76 35.29 38,522,576.57 21.21 143,116,126.19
Portfolio 2
Accounts receivable from affiliated parties 27,084,336.06 6.22 270,843.36 1.00 26,813,492.70 47,787,076.12 9.28 477,870.76 1.00 47,309,205.36
Total 435,218,024.46 / 94,852,254.89 / 340,365,769.57 514,709,214.24 / 92,966,733.31 / 421,742,480.93
– 585 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Provision of bad debts due to specific consideration:

Ö Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Closing balance
Name Book balance Bad debt provision Proportion of bad-debt provision Reasons for<br> provision
(%)
Client I 1,894,322.62 1,894,322.62 100.00 Expected not to be recovered
Total 1,894,322.62 1,894,322.62 100.00 /

Explanation for individual bad debt provision:

¨ Applicable Ö Not applicable

Provision of bad debts using provision matrix:

Ö Applicable ¨ Not applicable

Combined provision items: Combination 1

Unit: Yuan Currency: RMB

Closing balance
Proportion of
Name Account <br><br>receivable Bad debt<br><br> provision bad-debt<br><br> provision
(%)
Within 1 year 305,780,745.80 18,346,855.09 6.00
1-2 years 23,105,161.90 6,007,305.39 26.00
2-3 years 17,019,825.00 7,999,317.75 47.00
Over 3 years 60,333,633.08 60,333,610.68 100.00
Total 406,239,365.78 92,687,088.91 22.82

Combined provision items: Combination 2

Unit: Yuan Currency: RMB

Closing balance
Name Account <br><br>receivable Bad debt <br><br>provision Proportionof bad-debt provision
(%)
Receivables from affiliated parties 27,084,336.06 270,843.36 1.00
Total 27,084,336.06 270,843.36 1.00

Explanation of the provision for bad debt based on portfolio composition:

Ö Applicable ¨ Not applicable

Please refer to V, 13 for details on accounts receivable

– 586 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Provision for bad debts based on the general model of expected credit losses

¨ Applicable Ö Not applicable

Basis for stage classification and bad debt provision ratio

None

Description of significant changes in the book balance of accounts receivable due to changes in loss provision in the current period:

¨ Applicable Ö Not applicable
(3). The situation of the provision of bad debts
--- ---
Ö Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase and decrease of current period Provision
Category Opening<br> balance Provision Recovered or<br> Reversed Charge-off or<br> write-off Other<br> changes Closing<br> balance
Bad-debt provision for accounts receivable 92,966,733.31 5,754,538.77 3,460,557.84 408,459.35 94,852,254.89
Total 92,966,733.31 5,754,538.77 3,460,557.84 408,459.35 94,852,254.89

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Ö Not applicable
(4). Receivables actually verified and cancelled in the current period
--- ---
Ö Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
---
Write-off
--- --- ---
Items amount
Accounts receivable actually written off 408,459.35

Significant write-off of accounts receivable during the year

¨ Applicable Ö Not applicable

Descriptions for verification and write-off of receivables:

¨ Applicable Ö Not applicable
– 587 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(5). Accounts receivable and contract assets of the top five ending balances collected by the debtor
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Unit name Closing<br><br> balance of<br> accounts<br> receivable Closing<br><br> balance of<br> contract<br> assets Closing<br><br> balance of<br> accounts<br> receivable<br> and contract<br> assets Proportion to the total closing<br> <br>balance of accounts receivable and contract assets Closing<br><br> balance of<br> bad-debt<br> provision
(%)
Client I 64,431,208.98 64,431,208.98 14.80 3,865,977.58
Client II 27,149,214.35 27,149,214.35 6.24 1,628,973.80
Client III 14,766,910.10 14,766,910.10 3.39 147,669.10
Client IV 14,011,083.31 14,011,083.31 3.22 14,011,083.31
Client V 8,888,854.11 8,888,854.11 2.04 8,888,854.11
Total 129,247,270.85 129,247,270.85 29.69 28,542,557.90

Other notes:

¨ Applicable Not applicable
8. Contract assets
--- ---
(1). Contract assets
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Amounts and reasons for significant changes in book value during the reporting period
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Classified disclosure by bad-debt provision method
--- ---
¨ Applicable Not applicable
--- --- --- ---

Provision of bad debts due to specific consideration:

¨ Applicable Not applicable

Explanation for individual bad debt provision:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

¨ Applicable Not applicable

Provision for bad debts based on the general model of expected credit losses

¨ Applicable Not applicable

Explanation of significant changes in the carrying amount of contract assets for which loss provisions were made during the current period.

¨ Applicable Not applicable
– 588 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(4). Provision for bad debts of contract assets in current period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Not applicable
(5). Details of contract assets actually written off during the current period.
--- ---
¨ Applicable Not applicable
--- --- --- ---

Significant contract asset write-off situations

¨ Applicable Not applicable

Explanation of contract asset write-off:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
9. Financing of receivables
--- ---
(1). The financing classification of receivables is shown as follows
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Financing of pledged receivables of the Company at the end of the period
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Financing of receivables endorsed or discounted by the Company at the end of the period and not yet due on the balance sheet date
--- ---
¨ Applicable Not applicable
--- --- --- ---
(4). Classified disclosure by bad-debt provision method
--- ---
¨ Applicable Not applicable
--- --- --- ---

Provision of bad debts due to specific consideration:

¨ Applicable Not applicable

Explanation for individual bad debt provision:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

¨ Applicable Not applicable

Provision for bad debts based on the general model of expected credit losses

¨ Applicable Not applicable
– 589 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Explanation of significant changes in the carrying amount of financing of receivables for which loss provisions were made during the current period:

¨ Applicable Not applicable
(5). The situation of the provision of bad debts
--- ---
¨ Applicable Not applicable
--- --- --- ---

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Not applicable
(6). Financing status of receivables actually written off in the current period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Significant accounts receivable financing write-off situations

¨ Applicable Not applicable

Write-off explanation:

¨ Applicable Not applicable
(7). Receivables financing increase and decrease of current period and fair value changes:
--- ---
¨ Applicable Not applicable
--- --- --- ---
(8). Other notes:
--- ---
¨ Applicable Not applicable
--- --- --- ---
10. Advance payments
--- ---
(1). Advance payments listed by aging
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing<br> balance Opening<br> balance
Aging Amount Proportion Amount Proportion
(%) (%)
Within 1 year 923,938,788.20 89.38 1,089,946,729.92 91.96
1-2 years 44,815,866.36 4.34 52,388,650.71 4.42
2-3 years 25,124,514.47 2.43 23,223,104.23 1.96
Over 3 years 39,825,061.02 3.85 19,661,786.82 1.66
Total 1,033,704,230.05 100.00 1,185,220,271.68 100.00

Reasons for untimely settlement of advance payment that has aging of over one year and of significant amount:

Prepayments with an age of more than 1 year are mainly prepayment for goods

– 590 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(2). Prepayments for the top five ending balances collected according to prepayment object
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Unit name Closing<br> balance Proportion in the total closing<br> <br>balance of prepayments
(%)
Supplier I 34,526,826.22 3.34
Supplier II 22,131,591.25 2.14
Supplier III 21,403,557.54 2.07
Supplier IV 15,694,901.61 1.52
Supplier V 13,821,422.50 1.34
Total 107,578,299.12 10.41

Other explanations

¨ Applicable Not applicable
11. Other receivables
--- ---

Itemized list

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Closing<br> balance Opening<br> balance
Interest receivable 941,391.67
Other receivables 499,763,124.04 563,030,272.81
Total 499,763,124.04 563,971,664.48

Other notes:

¨ Applicable Not applicable

Interest receivable

(1). Classification of interest receivable
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing<br> balance Opening<br> balance
Interest on small loans 941,391.67
Total 941,391.67

(2). Significant overdue interest
¨ Applicable Not applicable
--- --- --- ---
(3). Classified disclosure by bad-debt provision method
--- ---
¨ Applicable Not applicable
--- --- --- ---

Provision of bad debts due to specific consideration:

¨ Applicable Not applicable
– 591 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Explanation for individual bad debt provision:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

¨ Applicable Not applicable
(4). Provision for bad debts based on the general model of expected credit losses
--- ---
¨ Applicable Not applicable
--- --- --- ---
(5). The situation of the provision of bad debts
--- ---
¨ Applicable Not applicable
--- --- --- ---

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Not applicable
(6). Interest on receivables actually written off in the current period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Significant accrued interest write-off situations

¨ Applicable Not applicable

Write-off explanation:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable

Dividends receivable

(1). Dividends receivable
¨ Applicable Not applicable
--- --- --- ---
(2). Significant dividend receivable of more than 1 year
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Classified disclosure by bad-debt provision method
--- ---
¨ Applicable Not applicable
--- --- --- ---

Provision of bad debts due to specific consideration:

¨ Applicable Not applicable

Explanation for individual bad debt provision:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

¨ Applicable Not applicable
– 592 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(4). Provision for bad debts based on the general model of expected credit losses
--- ---
¨ Applicable Not applicable
--- --- --- ---
(5). The situation of the provision of bad debts
--- ---
¨ Applicable Not applicable
--- --- --- ---

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Not applicable
(6). Dividends on receivables actually written off in the current period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Significant accrued dividends write-off situations

¨ Applicable Not applicable

Write-off explanation:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable

Other receivables

(1). Disclosure by aging
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing book Opening book
Aging balance balance
Within 1 year 131,709,862.47 143,104,386.17
Sub-total within one year 131,709,862.47 143,104,386.17
1-2 years 48,543,376.95 104,503,734.32
2-3 years 77,798,966.78 57,231,859.27
Over 3 years 338,987,673.57 356,558,737.02
Total 597,039,879.77 661,398,716.78
(2). Classification of other accounts payable according to the nature of payment
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing book Opening book
Nature of payment balance balance
Various types of deposits and<br> guarantees receivable 442,903,836.64 489,484,746.78
Purchases and store petty cash payments 43,738,721.60 65,233,226.90
Receivables from affiliated parties 15,815,287.63 18,945,065.73
Other receivables 94,582,033.90 87,735,677.37
Total 597,039,879.77 661,398,716.78
– 593 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(3). Provision of bad debts
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Phase I Phase II Phase III
Expected credit Expected credit
loss within the loss within the
whole duration whole duration
Expected credit (no credit (credit
loss over the impairment impairment
Bad debt provision next 12<br> months occurred) incurred) Total
Balance as of January 1, 2024 5,581,578.15 2,736,611.32 90,050,254.50 98,368,443.97
Balance as of January 1, 2024 in the current period
– Transferred to Phase II -283,836.01 283,836.01
– Transferred to Phase III -703,168.41 703,168.41
– Reversed to Phase II
– Reversed to Phase I
Provision of the current period 3,303,392.91 8,225.62 1,289,284.23 4,600,902.76
Provision reversed in current period 1,569,031.31 686,451.24 2,255,482.55
Charge-off of the current period
Write-off of the current period 3,437,108.45 3,437,108.45
Other changes
Balance as of June 30, 2024 7,032,103.74 1,639,053.30 88,605,598.69 97,276,755.73

Basis for stage classification and bad debt provision ratio

(1) The<br> Company handles other receivables using the general model for expected credit losses. On<br> each balance sheet date, the credit risk of these receivables is assessed and categorized<br> into three stages to calculate the expected credit losses.
The Company respectively measures the expected credit losses of financial<br> instruments in different stages. If the credit risk of a financial instrument has not increased significantly<br> since initial recognition, in the first stage, the Company measures the loss provision based on the expected<br> credit loss within the next 12 months; if the credit risk of a financial instrument has increased significantly<br> after initial recognition but no credit reduction has occurred, in the second stage, the Company measures<br> the loss provision based on the expected credit loss in the whole duration of the instrument; if the financial<br> instrument has suffered credit impairment since initial recognition, in the third stage, the Company measures<br> the loss provision based on the expected credit loss in the whole duration of the instrument.
(2) The Company divides other receivables<br> into payment nature and aging portfolio based on credit risk characteristics and calculates<br> expected credit losses based on the portfolio. For other receivables classified into portfolios,<br> the Company calculates expected credit losses based on default risk exposure and expected<br> credit loss rates within the next 12 months or the entire duration.
--- ---
(3) Provision for significant bad debt risk<br> on other receivables with large amounts and significant impact on profitability. Provision<br> for bad debt is recognized based on the expected credit loss throughout the entire remaining<br> period.
--- ---

Explanation of significant changes in the book value of other receivables with provision changes in the current period:

¨ Applicable Not applicable

Basis for provision for bad debt and assessment of significant increase in credit risk of financial instruments during the period:

¨ Applicable Not applicable
– 594 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(4). The situation of the provision of bad debts
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase<br> and decrease of current period
Category Opening<br><br> balance Provision Provision <br><br> Recovered or <br> Reversed Charge-off<br> or<br> write-off Other <br><br> changes Closing <br><br> balance
Bad-debt<br> provision for other receivables 98,368,443.97 4,600,902.76 2,255,482.55 3,437,108.45 97,276,755.73
Total 98,368,443.97 4,600,902.76 2,255,482.55 3,437,108.45 97,276,755.73

Significant reversal or recovery of bad-debt provision of current year is:

¨ Applicable Not applicable
(5). Other receivables actually verified and cancelled of current year
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Write-off
Items amount
Other receivables actually written off 3,437,108.45

Where the other receivables written off is important:

¨ Applicable Not applicable

Descriptions for verification and write-off of other receivables:

¨ Applicable Not applicable
(6). Other receivables of top five companies with the greatest closing amount based on the debtor’s categorizing
--- ---

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Proportion
in total
closing Closing
balance balance of
Unit name Closing<br><br>balance of other<br><br>receivables Nature of<br><br>receivable Aging bad-debt<br><br>provision
(%)
Client I 54,750,000.00 9.17 Various types<br> of deposits and guarantees receivable Over 3 years 547,500.00
Client II 16,972,427.96 2.84 Other receivables Over 3 years 16,972,427.96
Client III 14,081,094.25 2.36 Receivables from affiliated<br> parties Within 4 years 14,081,094.25
– 595 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Proportion
--- --- --- --- --- --- --- --- ---
in total
closing Closing
balance balance of
Closing of other Nature of bad-debt
Unit name balance receivables receivable Aging provision
(%)
Client IV 10,000,000.00 1.67 Various types<br> of deposits and guarantees receivable Over 3 years 100,000.00
Client V 10,000,000.00 1.67 Other receivables Over 3 years 10,000,000.00
Total 105,803,522.21 17.71 / / 41,701,022.21
(7). Reported under other receivables due to centralized cash management
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
12. Inventories
--- ---

(1). Inventory classification
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Book balance Closing<br> balance<br><br> Provision for<br><br> inventory<br><br> depreciation or<br><br> provision for<br><br> impairment of<br><br> contract <br><br>fulfilling costs Carrying<br> value Book balance Opening balance<br> <br>Provision for<br> inventory depreciation or provision for impairment of contract fulfilling costs Carrying<br> value
Raw material 4,033,261.17 4,033,261.17 11,722,204.41 11,722,204.41
Inventory goods 5,665,726,444.52 5,665,726,444.52 8,225,436,229.31 8,225,436,229.31
Low-cost consumables 30,539,392.13 30,539,392.13 31,824,104.55 31,824,104.55
Total 5,700,299,097.82 5,700,299,097.82 8,268,982,538.27 8,268,982,538.27

(2). Identification of data resources recognized as inventories
¨ Applicable Not applicable
--- --- --- ---

(3). Provision for inventory depreciation or provision for impairment of contract fulfilling costs
¨ Applicable Not applicable
--- --- --- ---

Causes for reversal or write-off of inventory falling price reserves in the current period

¨ Applicable Not applicable
– 596 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Provision for inventory impairment is calculated based on portfolios

¨ Applicable Not applicable

Provision standards for inventory impairment based on portfolios

Applicable Not<br> applicable
(4). Explanation of capitalized borrowing costs included in the ending inventory balance and calculation criteria and basis
--- ---
Applicable Not<br> applicable
--- --- --- ---
(5). Explanation of amortization of contract fulfillment costs in the current period
--- ---
Applicable Not<br> applicable
--- --- --- ---

Other notes:

Applicable Not<br> applicable
13. Available-for-sale assets
--- ---
Applicable Not<br> applicable
--- --- --- ---
14. Non-current assets due within one year
--- ---
Applicable ¨ Not<br> applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Items Closing<br> balance Opening<br> balance
Finance lease receivable due within<br> one year 39,294,201.28 49,380,092.40
Total 39,294,201.28 49,380,092.40

Debt investmentsdue within one year

Applicable Not<br> applicable
(1). Creditor investments due within one year
--- ---
Applicable Not<br> applicable
--- --- --- ---

Changes in provision for impairment of creditor investments due within one year in the current period

Applicable Not<br> applicable
(2). End-of-year significant creditor investments due within one year
--- ---
Applicable Not<br> applicable
--- --- --- ---
(3). Provision of impairment losses
--- ---
Applicable Not<br> applicable
--- --- --- ---
– 597 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Explanation of significant changes in the balance of provisions for losses during the period:

¨ Applicable Not applicable

Basis for provision for impairment and assessment of significant increase in credit risk of financial instruments during the period

¨ Applicable Not applicable
(4). Actual write-offs of creditor investments due within one year during the period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Write-off situation of significant creditor investments due within one year

¨ Applicable Not applicable

Explanation of write-offs of creditor investments due within one year:

¨ Applicable Not applicable

Other disclosures

¨ Applicable Not applicable

Other creditor investmentsdue within one year

¨ Applicable Not applicable

Other explanations for non-current assets maturing within one year

None

(1). Situation of other creditor investments due within one year
¨ Applicable Not applicable
--- --- --- ---

Changes in provisions for impairment of creditor investments due within one year during the period

¨ Applicable Not applicable
(2). End-of-year significant creditor investments due within one year
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Provision of impairment losses
--- ---
¨ Applicable Not applicable
--- --- --- ---

Explanation of significant changes in the balance of provisions for losses during the period:

¨ Applicable Not applicable

Basis for provision for impairment and assessment of significant increase in credit risk of financial instruments during the period

¨ Applicable Not applicable
– 598 –

APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(4). Actual write-offs of creditor investments due within one year during the period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Write-off situation of significant creditor investments due within one year

¨ Applicable Not applicable

Explanation of write-offs of creditor investments due within one year:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable

Other explanations for non-current assets maturing within one year

15. Other current assets
¨ Applicable Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Input tax to be certified 1,127,607,243.93 1,224,290,088.04
Input tax to be deducted 131,716,266.50 135,854,796.23
Advance income tax 1,532,295.85 4,964,812.95
Advance payment of other taxes 313,074.76 260,832.25
Total 1,261,168,881.04 1,365,370,529.47

Other notes:

16. Creditor investments
(1). Creditor’s investment situation
--- ---
¨ Applicable Not applicable
--- --- --- ---

Changes in provision for impairment of creditor investments

¨ Applicable Not applicable
(2). End-of-year significant creditor investments
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Provision of impairment losses
--- ---
¨ Applicable Not applicable
--- --- --- ---

Explanation of significant changes in the book value of creditor investments with provision changes in the current period:

¨ Applicable Not applicable

Basis for provision for impairment and assessment of significant increase in credit risk of financial instruments during the period:

¨ Applicable Not applicable
– 599 –

APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(4). Actual write-offs of creditor investments in the current period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Significant situations of write-off of important creditor investments

¨ Applicable Not applicable

Explanation of creditor investments write-off:

¨ Applicable Not applicable
17. Other creditor investments
--- ---
(1). Situation of other creditor’s investments
--- ---
¨ Applicable Not applicable
--- --- --- ---

Changes in impairment provision for other creditor investments

¨ Applicable Not applicable
(2). End-of-year significant other creditor investments
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Provision of impairment losses
--- ---
¨ Applicable Not applicable
--- --- --- ---
(4). Actual write-offs of other creditor investments in the current period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Significant situations of write-off of other creditor investments

¨ Applicable Not applicable

Explanation of other creditor investments write-off:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
– 600 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
18. Long-term receivables
--- ---
(1) Long-term receivables
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Closing balance Opening balance Discount
Bad debt Carrying Bad debt Carrying rate
Items Book<br> balance provision value Book<br> balance provision value interval
Finance<br> lease outlay 246,002,092.19 246,002,092.19 227,393,410.57 227,393,410.57 4.35%-4.90 %
Including:<br> unrealized financing income 57,447,519.57 57,447,519.57 48,774,581.99 48,774,581.99
Total 246,002,092.19 246,002,092.19 227,393,410.57 227,393,410.57 /
(2) Classified disclosure by bad-debt provision method
--- ---
¨ Applicable Not applicable
--- --- --- ---

Provision of bad debts due to specific consideration:

¨ Applicable Not applicable

Explanation for individual bad debt provision:

¨ Applicable Not applicable

Provision of bad debts using provision matrix:

¨ Applicable Not applicable

Provision for bad debts based on the general model of expected credit losses

¨ Applicable Not applicable
(3) The situation of the provision of bad debts
--- ---
¨ Applicable Not applicable
--- --- --- ---

Where the amount of bad debt provision recovered or turned back in the current period is important:

¨ Applicable Not applicable
(4) Actual write-offs of long-term receivables in the current period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Significant long-term receivables write-off situations

¨ Applicable Not applicable

Write-off explanation:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
– 601 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
19. Long-term equity investments
--- ---
(1). Situation of long-term equity investments
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Increase/decrease in the current period
Investment<br> profit and loss<br> recognized Other<br> comprehensive Other Distribution<br> of cash Provision of Closing<br> balance of
Opening Increased Decreased with the income equity dividends or impairment provision for
Investee balance investment investment equity method adjustments changes profits losses Others Closing balance impairment
I. Cooperative enterprises
Yonghui Fresh Food Development Co., Ltd. 48,054,895.86 -16,348,071.33 31,706,824.53
Subtotal 48,054,895.86 -16,348,071.33 31,706,824.53
II. Joint ventures
Zhongbai Holdings Group Co., Ltd. (“Zhongbai Group”) 322,222,140.11 -14,000,172.02 308,221,968.09 203,397,822.57
Chengdu Hongqi Chain Co., Ltd. (“Hongqi Chain”) 1,680,000,000.00 55,981,365.54 -35,414,400.00 1,700,566,965.54 358,226,870.98
Fujian OneBank Bank Co., Ltd. (“OneBank”) 693,629,939.95 31,728,570.67 6,545,793.66 731,904,304.28
Xiangcun Gaoke Agricultural Co., Ltd. (“Xiangcun Gaoke”) 399,676,183.23
Fujian Minwei Industrial Co., Ltd. 118,430,151.93 9,103,969.47 127,534,121.40
Fujian Xingyuan Agricultural and Animal Husbandry Technology Co., Ltd. 44,568,234.68 -9,818,782.16 34,749,452.52
Beijing Friendship Messenger Trading Co., Ltd. 68,309,218.94 14,435,065.64 82,744,284.58
Sichuan Yongchuang Yaohui Supply Chain Management Co., Ltd. 52,216,364.13 3,173,042.89 -4,000,000.00 51,389,407.02
1233 International Supply Chain Management Co., Ltd. 195,862,085.24 9,983,006.32 205,845,091.56
Yunda Online (Shenzhen) Technology Development Co., Ltd. 5,625,700.26 -632,648.65 4,993,051.61 3,218,259.25
Shanghai Xuanhui Business Service Technology Co., Ltd. 19,133.52 19,133.52
– 602 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Increase/decrease in the current period
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Investment <br><br>profit<br> and loss <br><br>recognized Other<br><br>Comprehensive Other Distribution<br><br>of cash Provision<br> of Closing<br><br>balance of
Opening Increased Decreased with the income equity dividends<br> or impairment provision<br> for
Investee balance investment investment equity method adjustments changes profits losses Others Closing balance impairment
Zhejiang<br> Bianlixian Supermarket Co., Ltd. (Note 1) 2,727,213.40 -2,694,631.04 -32,582.36
Origin<br> Country Network Technology (Shanghai) Co., Ltd. 4,062,445.92
Yonghui<br> Yunjin Technology Co., Ltd. (Note 2) 234,245.40 203,410,773.21 203,645,018.61
Subtotal 3,183,610,182.16 -2,694,631.04 100,155,080.74 6,545,793.66 -39,414,400.00 203,410,773.21 3,451,612,798.73 968,581,581.95
Total 3,231,665,078.02 -2,694,631.04 83,807,009.41 6,545,793.66 -39,414,400.00 203,410,773.21 3,483,319,623.26 968,581,581.95

Other disclosures

Note 1: In 2024, all shareholders<br> of Zhejiang Bianlixian Supermarket Co., Ltd. reached a resolution to terminate the operation of the company and cancel its registration.<br> The company completed the deregistration procedures in April 2024.
Note 2: In June 2024, the<br> Group sold 65% equity of Yonghui Yunjin Technology Co., Ltd. (“Yunjin Technology”) held by the company to Shanghai Paihui<br> Technology Co., Ltd., with a total transfer price of RMB377,762,864.53. After the completion of this transaction, the Group still holds<br> 35% equity of Yunjin Technology, which is accounted for using the equity method.
--- ---
– 603 –
APPENDIX II FINANCIAL INFORMATION OF THETARGET GROUP

(2). Impairment testing of long-term equity investments
¨ Applicable Not applicable
--- --- --- ---

Recoverable amountis determined as the net amount of fair value minus disposal costs

¨ Applicable Not applicable

The recoverable amountwas determined based on the present value of expected future cash flows

¨ Applicable Not applicable

The reasons for the significant differences betweenthe aforementioned information and the information used in previous years’ impairment tests or external information

¨ Applicable Not applicable

The reasons for significant differences betweenthe information used in previous impairment testing and the actual situation in the current year

¨ Applicable Not applicable
20. Other equity instrument investments
--- ---
(1). Other equity instrument investments
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Explanation of cases where termination has been confirmed in the current period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
21. Other non-current financial assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency:RMB

Items Closing balance Opening balance
Financial assets measured at fair value with changes included in current profits and losses 3,302,565,585.85 3,651,480,119.24
Total 3,302,565,585.85 3,651,480,119.24
– 604 –
APPENDIX II FINANCIAL INFORMATION OF THETARGET GROUP

Other notes:

22. Investment properties

Measurement model for investment properties

(1). Investment properties measured with cost measurement model
Unit: Yuan Currency: RMB
--- --- --- --- ---
Houses and
Items buildings Total
I. Original book value
1. Opening balance 397,659,542.77 397,659,542.77
2. Increase in current period
3. Decrease in current period
4. Closing balance 397,659,542.77 397,659,542.77
II. Accumulated depreciation and amortization
1. Opening balance 97,511,313.77 97,511,313.77
2. Increase in current period 5,428,009.59 5,428,009.59
(1) Depreciation or amortization 5,428,009.59 5,428,009.59
3. Decrease in current period
4. Closing balance 102,939,323.36 102,939,323.36
III. Provision for impairment
1. Opening balance
2. Increase in current period
3. Decrease in current period
4. Closing balance
IV. Book value
1. Closing book value 294,720,219.41 294,720,219.41
2. Opening book value 300,148,229.00 300,148,229.00

Investment properties consisting of a partial lease of Yonghui Urban Life Plaza and Dongzhan Commercial Building.

(2). Situation of investment properties without completed property ownership certificates:
¨ Applicable Not applicable
--- --- --- ---
(3). Impairment testing of investment properties measured at cost
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

¨ Applicable Not applicable

Recoverable amountis determined as the net amount of fair value minus disposal costs

¨ Applicable Not applicable

The recoverable amountwas determined based on the present value of expected future cash flows

¨ Applicable Not applicable

The reasons for the significant differences betweenthe aforementioned information and the information used in previous years’ impairment tests or external information

¨ Applicable Not applicable
– 605 –
APPENDIX II FINANCIAL INFORMATION OF THETARGET GROUP

The reasons for significant differences betweenthe information used in previous impairment testing and the actual situation in the current year

¨ Applicable Not applicable

Other disclosures

¨ Applicable Not applicable
23. Fixed assets
--- ---

Itemized list

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
Fixed assets 3,625,260,512.73 3,842,169,544.96
Total 3,625,260,512.73 3,842,169,544.96

Other notes:

Fixed assets

(1). Information about fixed assets
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- --- --- --- --- ---
Houses and Machinery and Means of Electronic Tools and
Items buildings equipment transport equipment instruments Total
I. Original Book Value:
1. Opening balance 3,316,680,657.18 2,524,203,269.13 296,202,616.39 881,990,292.50 1,999,704,606.18 9,018,781,441.38
2. Increase in current period 6,178,090.28 50,667,359.01 409,468.57 6,633,405.93 30,995,061.04 94,883,384.83
(1) Purchase 50,481,518.29 409,468.57 6,633,405.93 30,995,061.04 88,519,453.83
(2) Transferred from work in progress 6,178,090.28 185,840.72 6,363,931.00
3. Decrease in current period 60,362,778.30 3,097,725.68 30,482,065.75 52,462,510.48 146,405,080.21
(1) Disposal or scrapping 60,362,778.30 3,097,725.68 30,482,065.75 52,462,510.48 146,405,080.21
4. Closing balance 3,322,858,747.46 2,514,507,849.84 293,514,359.28 858,141,632.68 1,978,237,156.74 8,967,259,746.00
II. Accumulated depreciation
1. Opening balance 697,063,935.39 1,930,585,429.86 91,402,504.08 816,330,726.11 1,597,313,171.67 5,132,695,767.11
2. Increase in current period 47,272,574.88 116,333,912.72 5,385,989.21 49,730,775.83 79,653,709.71 298,376,962.35
(1) Addition 47,272,574.88 116,333,912.72 5,385,989.21 49,730,775.83 79,653,709.71 298,376,962.35
3. Decrease in current period 53,725,056.82 2,796,324.73 27,437,965.46 46,662,059.94 130,621,406.95
(1) Disposal or scrapping 53,725,056.82 2,796,324.73 27,437,965.46 46,662,059.94 130,621,406.95
4. Closing balance 744,336,510.27 1,993,194,285.76 93,992,168.56 838,623,536.48 1,630,304,821.44 5,300,451,322.51
III. Provision for impairment
1. Opening balance 20,498,458.32 121,239.11 7,833,847.80 15,462,584.08 43,916,129.31
2. Increase in current period
3. Decrease in current period 970,406.75 274.21 455,627.15 941,910.44 2,368,218.55
(1) Disposal or scrapping 970,406.75 274.21 455,627.15 941,910.44 2,368,218.55
4. Closing balance 19,528,051.57 120,964.90 7,378,220.65 14,520,673.64 41,547,910.76
IV. Book value
1. Closing book value 2,578,522,237.19 501,785,512.51 199,401,225.82 12,139,875.55 333,411,661.66 3,625,260,512.73
2. Opening book value 2,619,616,721.79 573,119,380.95 204,678,873.20 57,825,718.59 386,928,850.43 3,842,169,544.96
– 606 –

APPENDIX II FINANCIAL INFORMATION OF THETARGET GROUP

(2). Temporary idle fixed assets

¨ Applicable Not applicable

(3). Fixed assets acquired from operating leasing

¨ Applicable Not applicable

(4). Fixed assets without certificate of title

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB
Reasons for failure to get
Items Carrying value the certificates of title
Factories and office buildings of Guizhou Yonghui Logistics Center 276,703,004.97 Processing
Rail interface of the underground passage at Nanqiaosi Station, Chongqing Xuanhui Real Estate 25,097,831.32 The Group only has the right to use without ownership.
Yonghui Northeast Warehouse Center 184,559,451.27 Processing

On June 30, 2024, the Group had no temporarily idle fixed assets, no finance lease-in fixed assets, and no operating lease-out fixed assets.

(5). Impairment test of fixed assets
¨ Applicable Not applicable
--- --- --- ---

Other notes:


¨ Applicable Not applicable

Disposal of fixed asset


¨ Applicable Not applicable

24. Constructionin progress

Itemized list

Applicable ¨ Not applicable
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Closing balance Opening balance
Construction in progress 219,563,980.39 240,333,156.71
Total 219,563,980.39 240,333,156.71

Other notes:

None

– 607 –
APPENDIX II FINANCIAL INFORMATION OF THETARGET GROUP

Construction in progress

(1). Construction in progress
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Closing balance Impairment Opening balance Impairment
Items Book balance provision Carrying value Book balance provision Carrying value
Store decoration 51,553,935.14 51,553,935.14 93,794,839.46 93,794,839.46
Phase II of Sichuan Pengzhou Industrial Park 168,010,045.25 168,010,045.25 146,538,317.25 146,538,317.25
Total 219,563,980.39 219,563,980.39 240,333,156.71 240,333,156.71
– 608 –
APPENDIX II FINANCIAL INFORMATION OF THETARGET GROUP
(2). Current changes in major projects under construction
--- ---

Applicable ¨ Not applicable

Unit:Yuan Currency: RMB

Project name Budget amount Opening balance Increase<br><br> in current<br><br> period Amount of<br><br> transferred<br><br> fixed assets of<br><br> current period Other<br><br> decreased<br><br> amount of<br><br> current<br><br> period Closing<br><br> balance Proportion<br> of<br> accumulative<br><br> total project<br><br> investment in<br><br> the budget Construction<br><br> progress Accumulated<br><br> amount of<br><br> interest<br><br> capitalization Including:<br><br> amount of<br><br> capitalization<br><br> of current<br><br> interest Interest<br><br> capitalization<br><br> rate in the<br><br> current period Source<br><br> of funds
(%) (%) (%)
Phase II of<br> Sichuan Pengzhou Industrial Park 311,482,500.00 146,538,317.25 21,471,728.00 168,010,045.25 53.94 99 Self-funded
Total 311,482,500.00 146,538,317.25 21,471,728.00 168,010,045.25 / / / /
– 609 –
APPENDIX II FINANCIAL INFORMATION OF THETARGET GROUP
(3). Provision of impairment losses of construction in progress in current period
--- ---

¨ Applicable Not applicable

(4). Impairment test of work in progress

¨ Applicable Not applicable

Recoverable amount is determined as the net amountof fair value minus disposal costs


¨ Applicable Not applicable

The recoverable amount was determined based on thepresent value of expected future cash flows


¨ Applicable Not applicable

The reasons for the significant differences betweenthe aforementioned information and the information used in previous years’ impairment tests or external information


¨ Applicable Not applicable

The reasons for significant differences betweenthe information used in previous impairment testing and the actual situation in the current year


¨ Applicable Not applicable

Other disclosures

¨ Applicable Not applicable

Engineering materials


¨ Applicable Not applicable

25. Productive biological assets
(1). Productive biological assets measured at cost
--- ---

Applicable ¨ Not applicable

Unit: YuanCurrency: RMB

Planting
industry
Persimmon trees
Items (matured) Total
I. Original book value
1. Opening balance 12,727,696.62 12,727,696.62
2. Increase in current period
(1) Purchased
3. Decrease in current period
4. Closing balance 12,727,696.62 12,727,696.62
II. Accumulated depreciation
1. Opening balance 636,384.83 636,384.83
2. Increase in current period 318,192.42 318,192.42
(1) Provision 318,192.42 318,192.42
3. Decrease in current period
4. Closing balance 954,577.25 954,577.25
– 610 –
APPENDIX II FINANCIAL INFORMATION OF THETARGET GROUP
Planting
--- --- --- --- ---
industry
Persimmon trees
Items (matured) Total
III. Provision for impairment
1. Opening balance
2. Increase in current period
3.Decrease in current period
4.Closing balance
IV. Book value
1. Closing book value 11,773,119.37 11,773,119.37
2. Opening book value 12,091,311.79 12,091,311.79
(2). Impairment test of productive biological assets measured at cost
--- ---

¨ Applicable Not applicable

Recoverable amountis determined as the net amount of fair value minus disposal costs


¨ Applicable Not applicable

The recoverableamount was determined based on the present value of expected future cash flows


¨ Applicable Not applicable

The reasons for the significant differences betweenthe aforementioned information and the information used in previous years’ impairment tests or external information


¨ Applicable Not applicable

The reasons for significant differences betweenthe information used in previous impairment testing and the actual situation in the current year


¨ Applicable Not applicable

(3). Productive biological assets measured at fair value

¨ Applicable Not applicable

Other disclosures

¨ Applicable Not applicable

26. Oil and gas assets
(1). Situation of oil and gas assets
--- ---

¨ Applicable Not applicable

(2). Impairment test of oil and gas assets
¨ Applicable Not applicable
--- --- --- ---

Recoverable amount is determined as the net amountof fair value minus disposal costs


¨ Applicable Not applicable

The recoverable amount was determined based on thepresent value of expected future cash flows


¨ Applicable Not applicable
– 611 –

APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

The reasons for the significant differencesbetween the aforementioned information and the information used in previous years’ impairment tests or external information

¨ Applicable Not applicable

The reasons for significant differences betweenthe information used in previous impairment testing and the actual situation in the current year

¨ Applicable Not applicable
27. Right-of-use assets
--- ---
(1). Right-of-use assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Houses and
Items buildings Total
I. Original book value
1. Opening balance 31,073,994,780.13 31,073,994,780.13
2. Increase in current period 232,868,988.99 232,868,988.99
(1) Additions 232,868,988.99 232,868,988.99
3. Decrease in current period 1,602,818,533.74 1,602,818,533.74
(1) Disposal 1,602,818,533.74 1,602,818,533.74
4. Closing balance 29,704,045,235.38 29,704,045,235.38
II. Accumulated depreciation
1. Opening balance 13,575,044,732.54 13,575,044,732.54
2. Increase in current period 982,787,501.40 982,787,501.40
(1) Provision 982,787,501.40 982,787,501.40
3. Decrease in current period 910,667,749.56 910,667,749.56
(1) Disposal 910,667,749.56 910,667,749.56
4. Closing balance 13,647,164,484.38 13,647,164,484.38
III. Provision for impairment
1. Opening balance 465,778,138.23 465,778,138.23
2. Increase in current period
(1) Provision
3. Decrease in current period 106,576,549.66 106,576,549.66
(1) Disposal 106,576,549.66 106,576,549.66
4. Closing balance 359,201,588.57 359,201,588.57
IV. Book value
1. Closing book value 15,697,679,162.43 15,697,679,162.43
2. Opening book value 17,033,171,909.36 17,033,171,909.36
(2). Impairment test of right-of-use assets
--- ---

¨ Applicable Not applicable

Recoverable amount is determined as the net amount of fair valueminus disposal costs

¨ Applicable Not applicable

The recoverable amount was determined based on the present valueof expected future cash flows

¨ Applicable Not applicable

The reasons for the significant differencesbetween the aforementioned information and the information used in previous years’ impairment tests or external information

¨ Applicable Not applicable

– 612 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

The reasons for significant differences betweenthe information used in previous impairment testing and the actual situation in the current year

¨ Applicable Not applicable
28. Intangible assets
--- ---
(1). Information about intangible assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- --- --- --- --- ---
Items Land use<br> right Patent<br><br> rights Non-patented<br><br> technologies Software Sales network Total
I. Original book value
1. Opening balance 688,614,068.17 159,739.89 30,222,292.35 1,539,744,808.26 120,952,830.18 2,379,693,738.85
2. Increase in current period 3,975,000.00 309,734.51 4,284,734.51
(1) Acquisition 3,975,000.00 309,734.51 4,284,734.51
3. Decrease in current period 18,408,998.03 18,408,998.03
(1) Disposal 18,408,998.03 18,408,998.03
4. Closing balance 692,589,068.17 159,739.89 30,222,292.35 1,521,645,544.74 120,952,830.18 2,365,569,475.33
II. Accumulated amortization
1. Opening balance 174,911,827.76 71,885.72 18,482,064.68 1,056,880,063.76 42,202,893.09 1,292,548,735.01
2. Increase in current period 7,546,622.44 7,587.65 3,006,945.75 131,342,411.57 3,132,641.53 145,036,208.94
(1) Provision 7,546,622.44 7,587.65 3,006,945.75 131,342,411.57 3,132,641.53 145,036,208.94
3. Decrease in current period 10,414,793.78 10,414,793.78
(1) Disposal 10,414,793.78 10,414,793.78
4. Closing balance 182,458,450.20 79,473.37 21,489,010.43 1,177,807,681.55 45,335,534.62 1,427,170,150.17
III. Provision for impairment
1. Opening balance 49,196,666.66 49,196,666.66
2. Increase in current period
3. Decrease in current period
4. Closing balance 49,196,666.66 49,196,666.66
IV. Book value
1. Closing book value 510,130,617.97 80,266.52 8,733,281.92 343,837,863.19 26,420,628.90 889,202,658.50
2. Opening book value 513,702,240.41 87,854.17 11,740,227.67 482,864,744.50 29,553,270.43 1,037,948,337.18

Intangible assets formed through internal research and development accounted for 6.64% of the balance of intangible assets at the end of the period

(2). Data resources recognized as intangible assets
¨ Applicable Not applicable
--- --- --- ---
(3). Conditions of land use right with incomplete certificates of title
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- ---
Items Carrying<br> value Reasons for failure<br> to get<br> the certificates of title
Guizhou Logistics Park 44,576,187.50 In the process of handling
(4). Impairment test of intangible assets
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
– 613 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Recoverable amount is determined as the net amount of fair valueminus disposal costs

¨ Applicable Not applicable

The recoverable amount was determined based on the present valueof expected future cash flows

¨ Applicable Not applicable

The reasons for the significant differencesbetween the aforementioned information and the information used in previous years’ impairment tests or external information

¨ Applicable Not applicable

The reasons for significant differences betweenthe information used in previous impairment testing and the actual situation in the current year

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
29. Goodwill
--- ---
(1). Original book value of goodwill
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- ---
Increase in
the current
period Decrease in
Formed by the current
Name of invested entity or Opening business period Closing
matter forming goodwill balance merger Disposal balance
Shanghai<br> Dongzhan International Trade Co., Ltd. 3,661,378.25 3,661,378.25
Guangdong PARK&YH<br> Superstores Co., Ltd. 305,456,779.92 305,456,779.92
Total 309,118,158.17 309,118,158.17
(2). Provision for goodwill impairment
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- ---
Increase in Decrease in
the current the current
Name of invested entity or Opening period period Closing
matter forming goodwill balance Provision Disposal balance
Guangdong PARK&YH Superstores Co., Ltd. 305,456,779.92 305,456,779.92
Total 305,456,779.92 305,456,779.92
(3). Information about the asset group or asset group portfolio of the goodwill
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 614 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Changes in asset group or portfolio of asset groups

¨ Applicable Not applicable

Other disclosures

¨ Applicable Not applicable
(4). Specific method for determining recoverable amount
--- ---

Recoverable amount is determined as the net amount of fair value minus disposal costs

¨ Applicable Not applicable

The recoverable amount was determined based on the present value of expected future cash flows

¨ Applicable Not applicable

The reasons for the significant differences between the aforementioned information and the information used in previous years’ impairment tests or external information

¨ Applicable Not applicable

The reasons for significant differences between the information used in previous impairment testing and the actual situation in the current year

¨ Applicable Not applicable
(5). Performance commitments and corresponding impairment of goodwill
--- ---

There were performance commitments and the reporting period or the previous reporting period was within the performance commitment period when goodwill was formed

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
30. Long-term prepaid expenses
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- --- --- ---
Amortization
Increase in amount in
Opening current current Other
Items balance period period decreases Closing<br> balance
Renovation<br> costs of rented store 2,261,232,000.32 110,856,543.00 297,079,295.91 39,338,417.89 2,035,670,829.52
Decoration expenses<br> for Nantong Logistics Park project 32,271,084.86 482,403.40 3,712,706.91 29,040,781.35
Decoration expenses<br> for East China Logistics Park 8,992,617.45 1,031,223.79 7,961,393.66
Total 2,302,495,702.63 111,338,946.40 301,823,226.61 39,338,417.89 2,072,673,004.53
– 615 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Other notes:

The decrease in long-term prepaid expenses for the year is due to the closure of certain stores.

31. Deferred income tax assets/deferred income tax liabilities
(1). Deferred income tax assets not offset
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- ---
Closing<br> balance Opening<br> balance
Deductible Deductible
temporary Deferred temporary Deferred
Items differences tax<br> asset differences tax<br><br> asset
Provision<br> for impairment of assets 937,809,402.50 209,282,039.17 1,065,423,597.99 224,564,688.82
Unrealized profits<br> in internal transaction 17,967,274.91 4,491,818.73
Deductible loss 1,040,009,200.13 258,070,025.74 1,163,338,051.11 278,018,136.79
Lease liabilities 14,607,967,460.13 3,008,678,958.29 15,429,510,847.49 3,207,973,110.11
Losses on changes<br> in fair value 74,867,324.92 13,860,492.17
Provision for<br> impairment of credit 111,784,402.74 24,307,399.36 256,322,532.76 60,263,888.18
Estimated liabilities 18,270,764.28 3,494,610.75 20,928,407.74 3,970,261.70
Reward points<br> program 17,161,774.15 3,490,081.00 35,524,886.63 6,797,072.18
Total 16,807,870,328.85 3,521,183,606.48 17,989,015,598.63 3,786,078,976.51
(2). Deferred tax liabilities not offset
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- ---
Closing<br> balance Opening<br> balance
Temporary Temporary
taxable Deferred tax taxable Deferred tax
Items difference liabilities difference liabilities
Estimated<br> value added of the assets in business combination not under same control 263,565,590.92 65,891,397.73 323,468,871.86 80,867,217.97
Profits and<br> losses from changes in fair value 582,268,510.20 126,865,492.85 591,995,024.21 139,919,503.91
One-time deduction<br> of fixed assets 184,567,549.43 37,631,379.11 177,129,438.92 33,014,184.07
Receivable from<br> finance lease payments 36,223,225.64 7,223,480.48 58,131,714.98 11,596,643.50
Right-of-use<br> assets 11,181,412,910.52 2,308,265,013.20 11,843,353,983.51 2,482,192,036.14
Total 12,248,037,786.71 2,545,876,763.37 12,994,079,033.48 2,747,589,585.59
– 616 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(3). Deferred income tax assets or deferred income tax liabilities listed in net amount after offset
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- ---
Amount Closing Amount Closing
not Offset in Balance of not Offset in Balance of
the Period of Offset Deferred the Period of Offset Deferred
Deferred Income Income Tax Deferred Income Income Tax
Tax Assets and Assets or Tax Assets and Assets or
Items Liabilities Liabilities Liabilities Liabilities
Deferred tax asset 2,487,013,654.72 1,034,169,951.76 2,672,905,882.80 1,113,173,093.71
Deferred tax liabilities 2,487,013,654.72 58,863,108.65 2,672,905,882.80 74,683,702.79
(4). Details of unrecognized deferred income tax assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Closing<br> balance Opening<br> balance
Deductible temporary differences 1,951,011,222.41 2,116,332,923.41
Deductible loss 9,590,320,612.90 9,245,677,968.30
Total 11,541,331,835.31 11,362,010,891.71
(5). Deductible losses of unconfirmed deferred income tax assets will be expired in the following listed year
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- ---
Year Closing<br> Balance Opening<br><br>Balance Comments
Year 2024 1,355,525,634.30 1,378,421,768.85
Year 2025 1,046,529,849.67 1,161,064,446.27
Year 2026 2,915,134,391.42 2,979,528,314.54
Year 2027 1,873,003,057.49 1,912,125,772.80
Year 2028 1,653,703,044.71 1,814,537,665.84
Year 2029 746,424,635.31
Total 9,590,320,612.90 9,245,677,968.30 /

Other notes:

¨ Applicable Not applicable

32. Other non-current assets
¨ Applicable Not applicable
--- --- --- ---
– 617 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
33. Assets with ownership or usage restrictions
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- ---
End of<br> the period Opening
Items Book balance Carrying<br> value Restricted<br> type Restricted<br> situation Book balance Carrying<br> value Restricted<br> type Restricted<br> situation
Monetary funds 174,430,956.12 174,430,956.12 Freeze Judicial freeze, deposit 141,300,533.68 141,300,533.68 Freeze Judicial freeze, deposit
Total 174,430,956.12 174,430,956.12 / / 141,300,533.68 141,300,533.68 / /

Other notes:

On June 30, 2024, cash and cash equivalents with a book value of RMB25,914,705.51 (December 31, 2023: RMB28,990,792.66) were used as deposit for lease guarantees.

On June 30, 2024, cash and cash equivalents with a book value of RMB148,516,250.61 (December 31, 2023: RMB112,309,741.02) were frozen due to litigation cases.

– 618 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
34. Short-term borrowings
--- ---
(1). Classification of short-term loans
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Closing<br> balance Opening<br> balance
Credit loan 4,400,540,277.78 5,130,220,089.04
Total 4,400,540,277.78 5,130,220,089.04

Descriptions for categories of short-term loans:

The Group had no overdue short-term borrowings on June 30, 2024 and December 31, 2023.

(2). Expired unliquidated short-term loans
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
35. Trading financial liabilities
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
36. Derivative financial liabilities
--- ---
¨ Applicable Not applicable
--- --- --- ---
37. Notes payable
--- ---
¨ Applicable Not applicable
--- --- --- ---
38. Accounts payable
--- ---
(1). List of accounts payable
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Closing<br> balance Opening<br> balance
Payment for goods 7,572,133,519.53 9,816,260,354.84
Total 7,572,133,519.53 9,816,260,354.84

The Group had no significant accounts payable with an aging of more than one year on June 30, 2024 and December 31, 2023.

(2). Significant accounts payable with an aging of more than one year or overdue
¨ Applicable Not applicable
--- --- --- ---
– 619 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Other notes:

¨ Applicable Not applicable
39. Advance receipts
--- ---
(1). Presentation of advance receipts
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Closing<br> balance Opening<br> balance
Advance payment of rent and other expenses from<br> the lessee 276,593,321.13 106,067,963.44
Total 276,593,321.13 106,067,963.44

There were no significant advance receipts with an aging of more than one year on June 30, 2024.

(2). Important accounts collected in advance with more than one-year aging
¨ Applicable Not applicable
--- --- --- ---
(3). Amounts and reasons for significant changes in book value during the reporting period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
40. Contract liabilities
--- ---
(1). Contract liabilities
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Closing<br> balance Opening<br> balance
Advance payments from customers 4,686,482,996.02 4,780,629,293.96
Reward points program 36,696,238.90 41,156,582.21
Advance payment of supplier service fees 17,545,550.80 29,055,710.03
Total 4,740,724,785.72 4,850,841,586.20
(2). Significant contractual liabilities with more than 1-year aging
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- ---
Items Closing<br> balance Reason for outstanding<br><br> payment or carry-over
Advance payments from customers 2,918,569,054.70 Fulfillment obligations not occurred
Total 2,918,569,054.70 /
– 620 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(3). Amounts and reasons for significant changes in book value during the reporting period
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
41. Employee compensation payable
--- ---
(1). List of payrolls payable
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- ---
Items Opening<br> balance Increase<br> in the<br> current period Decrease<br> in the<br> current period Closing<br> balance
I.<br> Short-term payrolls 550,539,081.65 3,179,665,236.05 3,209,432,947.00 520,771,370.70
II. Post-employment<br> welfare – defined contribution plan 37,879,030.53 355,099,591.42 365,690,054.63 27,288,567.32
III. Dismiss<br> welfare 14,439,931.54 51,701,683.69 53,290,075.24 12,851,539.99
Total 602,858,043.72 3,586,466,511.16 3,628,413,076.87 560,911,478.01
(2). List of short-term payrolls
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- ---
Items Opening<br> balance Increase<br> in the<br> current period Decrease<br> in the<br> current period Closing<br> balance
I.<br> Salaries, bonuses, allowances and subsidies 493,391,459.53 2,782,216,194.50 2,806,689,743.46 468,917,910.57
II. Employee<br> services and benefits 2,133,508.21 100,633,324.68 101,115,730.79 1,651,102.10
III. Social<br> Insurance 20,631,696.32 207,407,053.73 213,175,542.51 14,863,207.54
Include: medical<br> insurance premiums 18,748,561.71 192,159,677.15 197,741,872.28 13,166,366.58
Work injury<br> insurance premium 906,544.95 11,362,073.08 11,485,327.80 783,290.23
Maternity insurance<br> premiums 976,589.66 3,885,303.50 3,948,342.43 913,550.73
IV. Housing<br> provident fund 5,842,224.09 69,331,068.62 70,057,914.25 5,115,378.46
V. Labor union<br> expenditure and employee education expenses 28,540,193.50 20,077,594.52 18,394,015.99 30,223,772.03
Total 550,539,081.65 3,179,665,236.05 3,209,432,947.00 520,771,370.70
(3). List of defined contribution plans
--- ---

Applicable ¨ Not applicable
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- ---
Items Opening<br> balance Increase<br> in the<br> current period Decrease<br> in the<br> current period Closing<br> balance
1.<br> Basic endowment insurance 36,568,712.33 343,255,855.62 353,574,639.40 26,249,928.55
2. Unemployment<br> insurance premium 1,310,318.20 11,843,735.80 12,115,415.23 1,038,638.77
Total 37,879,030.53 355,099,591.42 365,690,054.63 27,288,567.32
– 621 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Other notes:

¨ Applicable Not applicable
42. Taxes payable
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Closing<br> balance Opening<br> balance
VAT 152,708,596.47 152,072,740.55
Corporate Income Tax 86,059,831.96 22,148,345.90
Personal income tax 9,804,299.01 11,793,228.40
Urban maintenance and construction tax 10,795,101.80 9,338,612.66
Maintenance fees for river and sea embankments 11,100,124.34 19,298,999.79
Housing property tax 4,264,678.83 4,357,111.68
Education Surcharge 8,734,841.38 7,772,496.16
Others 9,865,489.78 18,667,333.83
Total 293,332,963.57 245,448,868.97

Other notes:

43. Other payables

(1). Itemized list
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Closing<br> balance Opening<br> balance
Other payables 1,459,013,244.36 1,725,134,598.87
Total 1,459,013,244.36 1,725,134,598.87
(2). Interest payable
--- ---
¨ Applicable Not applicable
--- --- --- ---

Dividendspayable

¨ Applicable Not applicable

Otherpayables

(1). Other payables listed by nature of payment
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Closing<br> balance Opening<br> balance
Accrued<br> expenses for store rent, electricity, freight, and other expenses 820,348,315.25 982,418,440.74
Equipment and<br> engineering payments 88,303,993.68 139,990,137.09
Deposits and<br> guarantees 387,583,107.62 443,441,619.45
Others 162,777,827.81 159,284,401.59
Total 1,459,013,244.36 1,725,134,598.87
– 622 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
(2). Significant other payables with an aging of more than one year or overdue
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
44. Liabilities held for sale
--- ---
¨ Applicable Not applicable
--- --- --- ---
45. Non-current liabilities due within one year
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Closing<br> balance Opening<br> balance
Long-term borrowings due within one year 350,086,641.67 300,334.58
Lease liabilities due within 1 year 1,844,403,373.70 1,792,051,529.61
Total 2,194,490,015.37 1,792,351,864.19

Other notes:

None

46. Other current liabilities
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Closing<br> balance Opening<br> balance
Amount of tax to be written off 442,244,527.06 457,882,012.38
Total 442,244,527.06 457,882,012.38

The increases and reductions of short-term bonds payable:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
47. Long-term borrowings
--- ---
(1). Classification of long-term loans
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- ---
Items Closing<br> balance Opening<br> balance
Credit loan 349,889,789.58
Total 349,889,789.58

No long-term borrowings as of June 30, 2024.

Other disclosures

¨ Applicable Not applicable
– 623 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
48. Bonds payable
--- ---
(1). Bonds payable
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2). Specifics of payable bonds: (excluding preferred shares, perpetual bonds, and other financial instruments classified as financial liabilities)
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3). Explanation of convertible bonds
--- ---
¨ Applicable Not applicable
--- --- --- ---

Accounting treatment and basis for judgment of conversion rights

¨ Applicable Not applicable
(4). Description on other financial instruments classified as financial liabilities
--- ---

Basic information of Preferred Shares, Perpetual Capital Securities and other financial instruments issued to the public

¨ Applicable Not applicable

Table of change in Preferred Shares, Perpetual Capital Securities and other financial instruments issued to the public

¨ Applicable Not applicable

Descriptions of the other financial tools in financial liabilities

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
49. Lease liabilities
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Closing<br> balance Opening<br> balance
Houses and buildings 21,055,555,926.19 22,573,513,713.62
Less: Lease liabilities due within one year 1,844,403,373.70 1,792,051,529.61
Total 19,211,152,552.49 20,781,462,184.01

Other notes:

None

– 624 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
50. Long-term payables
--- ---

Itemizedlist

¨ Applicable Not applicable

Long-termaccounts payable

¨ Applicable Not applicable

Specialaccounts payable

¨ Applicable Not applicable
51. Long-term payroll payable
--- ---
¨ Applicable Not applicable
--- --- --- ---
52. Estimated liabilities
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- ---
Items Opening<br> balance Closing<br> balance Cause
Pending Litigation and Arbitration 37,797,080.80 23,539,437.34 Litigation involved
Total 37,797,080.80 23,539,437.34 /

Other descriptions, including the descriptions of relevant important assumptions and estimations of important accrued liabilities:

The year-end balance of pending lawsuits resulted from disputes arising from housing leases and payment of goods.

53. Deferred income

Deferred income

Applicable ¨ Not applicable
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- ---
Items Opening<br><br> balance Increase<br> in<br> the current<br> period Decrease<br> in<br> the current<br> period Closing<br><br> balance Cause
Governmental subsidy 99,470,899.92 6,714,673.62 92,756,226.30 Received governmental subsidy related to assets
Total 99,470,899.92 6,714,673.62 92,756,226.30 /

Other notes:

¨ Applicable Not applicable
– 625 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
54. Other non-current liabilities
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Closing<br> balance Opening<br> balance
Related party borrowing 46,977,316.08 46,931,643.83
Total 46,977,316.08 46,931,643.83

Other notes:

In the fiscal year 2023, the Group’s subsidiary extended loans to ParknShop (China) Investment Co., Ltd. totaling RMB46,250,000.00, with an interest rate of 4.75% and due on May 8, 2026. As of June 30, 2024, the outstanding principal balance of the loan has reached RMB46,250,000.00, with unpaid interest for the quarter of RMB727,316.08.

55. Capital stock
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- --- ---
Increase/Decrease<br> (+, -)
Opening<br> balance New<br><br> issue Share<br><br> donation Share<br><br> converted from<br> reserved funds Others Subtotal Closing<br> balance
Total number of shares 9,075,036,993.00 9,075,036,993.00

Other notes:

There was no change in share capital during the current year.

56. Other equity instruments
(1) Basic information of preferred shares, perpetual capital securities and other financial instruments issued to the public
--- ---
¨ Applicable Not applicable
--- --- --- ---
(2) Table of change in preferred shares, perpetual capital securities and other financial instruments issued to the public
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other descriptions for change situations and reasons on increase and decrease of equity instruments in current period, and relevant accounting treatment basis:

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
– 626 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
57. Capital reserves
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- ---
Increase in the Decrease in the
Items Opening<br> balance current<br> period current<br> period Closing<br> balance
Capital<br> premium<br><br> (share capital premium) 3,372,208,364.38 3,372,208,364.38
Other capital<br> reserves 943,116,799.27 67,624,053.93 875,492,745.34
Total 4,315,325,163.65 67,624,053.93 4,247,701,109.72

Other descriptions, including the descriptions for change situations and reasons on increase and decrease in current period:

Other capital surpluses decreased by RMB67,624,053.93, which was the difference between the newly acquired long-term equity investment in Hubei Yonghui Zhongbai Co., Ltd. by the Company when purchasing minority equity interests, and the net assets calculated based on the new shareholding ratio from the date of purchase. Therefore, the capital surplus was adjusted.

58. Treasury stock
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- ---
Increase in the Decrease in the
Items Opening<br> balance current<br> period current<br> period Closing<br> balance
Equity incentive buyback 488,768,297.30 488,768,297.30
Total 488,768,297.30 488,768,297.30
– 627 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
59. Other comprehensive income
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- ---
Amount of current period
Less: Less:
transferring transferring
other other
comprehensive comprehensive
Amount income income
before recorded in the recorded in the
income tax last period into last period into Attributable Attributable
in the the profit and the retained Less: to parent to minority
Opening current loss of current earnings of income tax company shareholders Closing
Items balance period period current<br> period expense after<br> tax after<br> tax balance
I.<br> Other comprehensive income that cannot be re-classified into profits and losses
II. Other comprehensive<br> income to be re-classified into profits and losses 5,073,713.42 6,624,440.16 6,624,440.16 11,698,153.58
Including: other<br> comprehensive incomes that can be transferred into profit and loss under the equity method 5,403,581.79 6,545,793.66 6,545,793.66 11,949,375.45
Balance arising<br> from the translation of foreign currency financial statements -329,868.37 78,646.50 78,646.50 -251,221.87
Total of other<br> comprehensive income 5,073,713.42 6,624,440.16 6,624,440.16 11,698,153.58

Other descriptions: including the descriptions for the adjustment of transferring losses and profits of cash flow hedging in force into initially recognized amount of arbitrage project:

None

– 628 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
60. Special reserves
--- ---
¨ Applicable Not applicable
--- --- --- ---
61. Surplus reserves
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- ---
Increase in the Decrease in the
Items Opening balance current period Current period Closing balance
Statutory surplus reserve 1,132,840,649.96 1,842,697.22 1,134,683,347.18
Total 1,132,840,649.96 1,842,697.22 1,134,683,347.18

Surplus reserves descriptions, including the descriptions for change situations and reasons on increase and decrease in current period:

Note: according<br> to the Company Law and the article of associations, the statutory surplus reserve is appropriated<br> by the Company by 10% of the net profit. The Company may stop appropriation if the accumulative<br> balance of the statutory reserve fund has already accounted for over 50% of the Company’s<br> registered capital.

After appropriating the legal accumulation fund, the Company is allowed to appropriate any accumulation fund. Upon approval, the Company may convert its Discretionary Surplus Reserves to make good previous years’ losses or to increase the capital of the Company.

The increase in retained earnings for the current year is due to the Company’s sale of a 65% equity interest in Yonghui Yunjin Technology Co., Ltd during the reporting period, while retaining a 35% equity interest. The sale of shares required a change from the cost method to the equity method for the long-term equity investment. The cost of the remaining long-term equity investment needs to be compared with the proportionate share of the identifiable net assets fair value of the invested entity as calculated based on the remaining shareholding ratio. As the cost of the remaining long-term equity investment is lower than the proportionate share of the identifiable net assets fair value of the invested entity as calculated based on the remaining shareholding ratio, an increase of RMB1,842,697.22 in retained earnings has been made while adjusting the cost of the long-term equity investment.

62. Undistributed profits
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Current period Last year
Undistributed<br> profits at the end of last period before adjustment -8,100,437,582.18 -6,751,820,069.61
Total<br> opening undistributed profits during adjustment (increase is indicated by “+”, and decrease is indicated by “-”)
Undistributed<br> profits at the beginning of the year after adjustment -8,100,437,582.18 -6,751,820,069.61
Add:<br> net profit attributable to the owner of parent company in current period 275,314,748.17 -1,329,052,123.15
Less:<br> appropriation to statutory surplus reserves 1,842,697.22 19,565,389.42
Undistributed<br> profit at the end of the period -7,826,965,531.23 -8,100,437,582.18
– 629 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
63. Operating revenue and operating costs
--- ---
(1). Operating revenue and costs
--- ---

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB
Items Amount of current period Amount of last period
Revenue Cost Revenue Cost
Main business 35,363,792,874.93 29,476,447,372.26 39,055,616,949.01 32,603,525,911.65
Other business 2,415,394,040.13 151,797,879.83 2,971,782,622.77 182,639,592.22
Total 37,779,186,915.06 29,628,245,252.09 42,027,399,571.78 32,786,165,503.87
(2). Operating Revenue Deduction Statement
--- ---
Unit: ’0,000 Yuan Currency: RMB
--- --- --- --- --- --- ---
Items Current<br><br> year Specific deductions Last year Specific deductions
Operating revenue amount 3,777,918.69 4,202,739.96
Total amount of<br> deducted items from operating revenue 5,427.73 7,520.22
Percentage of total<br> amount of items deducted from operating income to operating income (%) 0.14 0.18
I. Non-core Business Income
Other business income<br> unrelated to normal operations, such as rental of fixed assets, intangible assets, packing materials, sale of materials, non-monetary<br> asset exchanges using materials, income from entrusted management services, and other income included in the main operating income<br> but unrelated to the normal operations of the listed company. 5,187.12 Income from selling<br> waste paper and scraps: RMB51.8712 million 7,087.56 Income from selling<br> waste paper and scraps: RMB70.8756 million.
2. Income from non-qualified<br> financial business activities, such as interests income from funds borrowed; income generated from non-qualified financial businesses<br> introduced in the current and previous fiscal years, such as guarantee, factoring, microloans, finance leasing, pawnbroking, etc.,<br> excluding finance leasing activities conducted for the purpose of selling main products
3. Income generated<br> from new trade business in the current and previous fiscal years
4. Income generated<br> from related-party transactions unrelated to the Company’s existing normal business operations 240.61 This part includes<br> income earned by the Group from providing financial sharing services and information system services to related parties, which is<br> unrelated to the core business and is deducted. 432.66 This part includes<br> income earned by the Group from providing financial sharing services and information system services to related parties, which is<br> unrelated to the core business and is deducted.
– 630 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Unit: ’0,000 Yuan Currency: RMB
--- --- --- --- --- ---
Items Current<br><br> year Specific deductions Last year Specific deductions
5. Income of subsidiary companies<br> consolidated under the same control from the beginning of the period to the consolidation date
6.<br> Income generated from business activities that have not formed or have difficulty forming a stable business model Subtotal<br> of non-core business income 5,427.73 7,520.22
II. Income without Substantive Commercial<br> Nature
1.<br> Income generated from transactions or events that do not significantly change the future cash flow of the company in terms of risk,<br> timing, or amount
2.<br> Income generated from transactions without genuine business activities, such as false income realized through self- trading, and<br> false income generated through the use of internet technology or other methods to construct transactions
3.<br> Income generated from business activities with unfair transaction prices
4.<br> Income generated from subsidiary companies or businesses acquired during the current fiscal year at unfair consideration or non-transaction<br> methods
5.<br> Income involved in non-standard audit opinions in the audit report
6. Income generated from other transactions<br> or events without commercial rationality
Subtotal<br> of income without substantive commercial nature
III.<br> Other Income Unrelated to or without Substantive Commercial Nature of the Core Business
Operating<br> revenue after deductions 3,772,490.96 4,195,219.74
Note 1: Deducted from the income other than normal operations in the first half of the current year is<br> income from selling waste paper and scraps in the amount of RMB51.8712 million (first half of 2023: RMB70.8756 million). Yonghui<br> Superstores Co., Ltd.’s main business includes the sale of fresh products, food supplies, clothing, and related promotional<br> services, logistics and distribution, property purchase and rental, etc. The above-mentioned income is unrelated to the core business<br> and is deducted.
--- ---
Note 2: Deducted from the income generated from related-party transactions unrelated to current normal<br> business operations in the first half of the current year is RMB2.4061 million (first half of 2023: RMB4.3266 million), which<br> represents income earned from providing financial sharing services and information system services to related parties, unrelated<br> to the main business, and is deducted accordingly.
--- ---
Note 3: The Group’s factoring and small loans business has been conducted since 2017 and is not<br> a newly added non-financial business in the current and previous fiscal years, so the related income does not require deduction.
--- ---
Note 4: Apart from the above, the Group has no other non-core business income or income without substantive<br> commercial nature that needs to be deducted.
--- ---
– 631 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(3). Breakdown of operating revenue and operating cost
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- ---
Group Total
Operating Operating
Contract classification revenue Operating costs revenue Operating costs
Product<br> type Fresh and processed products 13,596,885,995.78 11,903,432,875.45 13,596,885,995.78 11,903,432,875.45
Food<br> supplies 21,766,906,879.15 17,573,014,496.81 21,766,906,879.15 17,573,014,496.81
Others 1,776,390,603.79 52,828,347.95 1,776,390,603.79 52,828,347.95
Lease<br> income 639,003,436.34 98,969,531.88 639,003,436.34 98,969,531.88
By<br> operating region Southeast China 6,427,535,804.92 4,769,034,600.81 6,427,535,804.92 4,769,034,600.81
North<br> China 4,082,992,931.51 3,206,678,311.47 4,082,992,931.51 3,206,678,311.47
East<br> China 8,563,959,925.32 6,846,491,229.48 8,563,959,925.32 6,846,491,229.48
West<br> China 7,521,982,806.85 5,925,882,778.05 7,521,982,806.85 5,925,882,778.05
Southwest<br> China 6,425,025,561.88 5,092,167,436.15 6,425,025,561.88 5,092,167,436.15
South<br> China 1,698,236,904.96 1,350,472,932.18 1,698,236,904.96 1,350,472,932.18
Central<br> China 3,059,452,979.62 2,437,517,963.95 3,059,452,979.62 2,437,517,963.95
Classification<br> by time of transfer of goods
Transfer at a<br> certain time point 35,433,284,698.58 29,476,494,376.14 35,433,284,698.58 29,476,494,376.14
During a certain<br> period Transfer within a certain period 1,706,898,780.14 52,781,344.07 1,706,898,780.14 52,781,344.07
Lease<br> income 639,003,436.34 98,969,531.88 639,003,436.34 98,969,531.88
Total 37,779,186,915.06 29,628,245,252.09 37,779,186,915.06 29,628,245,252.09

Other disclosures

Applicable ¨ Not applicable

The income recognized in current year and included in the opening book value of contract liabilities are as follows:

Unit: Yuan Currency: RMB
January to June January to June
2024 2023
Recognition of revenue at a specific point in<br> time 1,110,027,357.68 1,237,824,598.88
(4). Description of performance obligations
--- ---
¨ Applicable Not applicable
--- --- --- ---
(5). Description of allocating to the residual fulfillment obligations
--- ---
¨ Applicable Not applicable
--- --- --- ---
(6). Major contract changes or significant adjustment of transaction prices
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 632 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
64. Taxes and surcharges
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Amount of <br> current<br> period Amount of <br> last period
Urban maintenance and construction<br> tax 30,837,493.34 30,224,028.02
Education Surcharge 23,317,253.51 23,473,635.36
Housing property tax 16,046,811.03 12,233,432.76
Land use tax 2,513,622.21 2,249,474.55
Stamp duty 22,477,131.60 20,579,327.84
Foundation for water works 11,986,635.81 11,410,917.59
Others 454,886.43 200,685.98
Total 107,633,833.93 100,371,502.10
65. Sales expenses
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Amount of <br><br> current period Amount of <br><br> last period
Employee compensation 2,880,594,188.34 3,298,346,067.52
Depreciation and amortization 1,458,050,920.96 1,546,031,542.55
Water and electricity fees and fuel expenses 608,985,748.55 627,635,107.71
Freight and warehousing service fees 478,260,546.20 499,580,891.81
Rent and property management fees 288,671,357.82 275,364,898.84
Business publicity expense 112,805,821.22 224,460,006.45
Cleaning fees 152,528,438.72 202,946,171.75
Low-cost consumables 117,717,666.73 128,622,613.18
Repair fees 69,506,617.58 74,456,441.67
Platform service fee 217,728,041.48 205,040,784.90
Office expenses such as car, travel, and communication<br> expenses 78,388,682.46 127,971,945.84
Others 50,285,161.20 54,026,475.08
Total 6,513,523,191.26 7,264,482,947.30
66. Administrative expenses
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Amount of <br> current<br> period Amount of<br><br> last period
Employee compensation 573,653,959.88 589,789,650.94
Depreciation and amortization 123,092,060.60 128,857,321.13
Costs of wear and tear of commodities 96,991,238.74 107,243,763.55
Rent and property management fees 1,675,276.68 8,658,070.59
System service fees 28,676,404.73 33,947,944.54
Office expenses such as car, travel, and communication<br> expenses 29,549,034.18 39,083,400.83
Consulting, audit, legal, and other intermediary<br> service expenses 20,617,714.83 16,198,318.70
Others 14,027,948.99 21,656,032.29
Total 888,283,638.63 945,434,502.57
– 633 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
67. Research and development expenses
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Amount of <br> current<br> period Amount of <br> last period
Employee compensation 108,010,813.37 176,930,343.92
Office expenses such as car, travel, and communication expenses 12,499,970.51 12,239,962.34
Depreciation and amortization 13,174,267.92 18,191,112.79
Total 133,685,051.80 207,361,419.05
68. Financial expenses
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Amount of <br> current<br> period Amount of <br> last period
Interest expense 606,283,991.18 664,816,098.55
Less: interest income 55,067,138.02 80,001,194.06
Exchange gains and losses -132,827.17 -1,247,541.28
Service fees and others 78,805,801.02 83,583,111.02
Total 629,889,827.01 667,150,474.23
Note: This<br> year, interest expenses include interest expenditure on lease liabilities amounting to RMB524,690,119.64.
--- ---
69. Other income
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Classification by nature Amount of <br> current<br> period Amount of <br> last period
Governmental subsidies related to daily activities 47,691,190.82 74,554,542.27
Return of individual income tax withheld service changes withheld<br> and remitted 1,605,423.72 1,649,696.31
Total 49,296,614.54 76,204,238.58
70. Investment income
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Amount of <br> current<br> period Amount of <br> last period
Long-term equity investment income measured with<br> equity method 83,807,009.41 57,662,606.55
Investment income for disposing long-term equity investment<br> production -1,645,980.82 3,856,561.78
Investment income from trading financial assets 151,360,829.36 71,228,233.15
– 634 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Items Amount of <br> current<br> period Amount of <br> last period
--- --- --- --- ---
Investment income of holding trading<br> financial assets 54,198.62 -15,176,626.99
Investment income from other non-current financial<br> assets acquired 42,055,645.75
Income from investment in financial products 349,407.35 4,210,732.47
Total 275,981,109.67 121,781,506.96
71. Income from net exposure hedging
--- ---

¨ Applicable Not applicable

72. Fair value changes in equity investments

Applicable ¨ Not applicable
Unit: Yuan Currency: RMB
--- --- --- --- ---
Sources generating income from changes in fair value Amount of <br> current<br> period Amount of <br> last period
Trading financial assets -183,828,045.27 -21,006,851.52
Total -183,828,045.27 -21,006,851.52
73. Impairment loss
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Amount of <br><br> current period Amount of<br><br> last period
Bad debt loss of accounts receivable 2,293,980.93 18,213,399.64
Bad debt loss/(income) of other receivables 2,345,420.21 -1,501,573.28
Bad debt losses on loans 7,811,203.42 12,477,896.74
Bad debt income of factoring receivable -27,454,601.29 -10,491,157.39
Total -15,003,996.73 18,698,565.71

Other notes:

74. Asset impairment loss
¨ Applicable Not applicable
--- --- --- ---
75. Gains on disposal of assets
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Amount of<br><br> current period Amount of<br><br> last period
Loss on disposal of fixed assets -40,962,600.08 -87,102,461.25
Gains on disposals of rights-of-use-assets 264,831,811.96 260,274,865.64
Total 223,869,211.88 173,172,404.39

Other notes:

¨ Applicable Not applicable
– 635 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
76. Non-operating income
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- ---
Items Amount<br> of <br> current period Amount<br> of last<br> period Amount<br><br> included in the<br><br> non-recurring<br> profit and loss<br> of the current<br> period
Compensation income 67,310,740.27 87,267,620.59
Cash overage 316,490.04 369,949.67
Accounts payable that can’t be paid 2,465,078.51 22,449,283.15 2,465,078.51
Others 15,839,435.88 21,478,311.24 15,839,435.88
Total 85,931,744.70 131,565,164.65 18,304,514.39

Governmental subsidies included in current profits and losses

¨ Applicable Not applicable

Other notes:

¨ Applicable Not applicable
77. Non-operating expenses
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- ---
Items Amount<br> of <br> current period Amount<br> of<br><br> last period Amount<br><br> included in the<br><br> non-recurring<br> profit and loss<br> of the current<br> period
Total losses on disposal of non-current<br> assets 12,125,324.17 5,065,333.67 12,125,324.17
External donation 100,000.00 10,000.00 100,000.00
Compensation and litigation expenses, etc 6,308,770.69 8,130,676.08 6,308,770.69
Others 1,863,003.67 4,259,072.47 1,854,698.27
Total 20,397,098.53 17,465,082.22 20,388,793.13
78. Income tax expense
--- ---

(1) Table of income tax expenses
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Items Amount of <br><br> current period Amount of<br><br> last period
Current income tax expenses 75,638,855.12 108,811,509.65
Deferred income tax expenses 37,317,232.86 70,830,833.55
Total 112,956,087.98 179,642,343.20
– 636 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(2) Adjustment of accounting profits and income tax expenses
--- ---
Applicable ¨ Not applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- ---
Amount of
Items current period
Total<br> profit 323,783,654.06
Income tax expense<br> calculated as per legal/applicable tax rate 80,945,913.52
Impact on different<br> applicable rates in subsidiary -51,377,356.06
Impact on adjustment<br> of income tax in last period -3,643,232.88
Impact on nontaxable<br> income -55,239,323.36
Impact on nondeductible<br> cost, expense and loss 1,454,614.86
Impact on deductible loss of unrecognized<br> assets from deferred income tax in the previous period -22,226,450.28
Impact on deductible transient difference<br> or deductible loss of unconfirmed assets from deferred income tax in the current period 185,525,754.36
Profit/(Loss) attributable to Cooperative<br> Enterprises and Joint Ventures -22,483,832.18
Others
Income tax expenses 112,956,087.98

Other notes:

¨ Applicable Not applicable
79. Other comprehensive income
--- ---
Applicable ¨ Not applicable
--- --- --- ---

See the Note for details

80. Cash flow statement items
(1). Cash relating to operating activities
--- ---

Other cash received relating to operating activities

Applicable ¨ Not applicable
Unit: Yuan Currency: RMB
--- --- --- --- ---
Amount of Amount of
Items current period last period
Governmental<br> subsidy 42,581,940.82 73,759,935.26
Interest income<br> of bank deposit 53,216,780.90 130,739,421.49
Income from<br> compensation, etc. 67,310,740.27 87,267,620.59
Deposits and<br> guarantees, etc. 153,794,473.11 152,441,130.67
Cash overage 316,490.04 369,949.67
Repayments of loans from small loan and<br> factoring companies in Chongqing 444,087,845.55 394,552,963.71
Receipt of receivables/payables<br> and other payments 14,597,004.20 258,046,137.94
Total 775,905,274.89 1,097,177,159.33

Other cash paid relating to operating activities

Applicable ¨ Not applicable
– 637 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Unit: Yuan Currency: RMB
--- --- --- --- ---
Amount of Amount of
Items current period last period
Sales<br> expenses, administrative expenses, and research and development expenses 2,531,968,771.64 2,911,290,601.10
Financial expenses<br> – financial service fees 78,805,801.02 83,583,111.02
Expenditure<br> on donation 100,000.00 10,000.00
Penalties, compensation,<br> overdue fine and other non-operating expenses 8,171,774.36 12,389,748.55
Payment of letters<br> of guarantee and security for costs 29,205,789.92 29,744,884.66
Operating transactions such as store<br> petty cash, lease deposits, etc. 15,362,499.97 29,128,312.43
Chongqing microloan<br> and factoring companies’ loan disbursements. 808,475,439.33
Other transactions 121,769,481.50 51,402,119.57
Total 2,785,384,118.41 3,926,024,216.66
(2). Cash relating to investment activities
--- ---

Cash received relating to important investment activities

Applicable ¨ Not applicable
Unit: Yuan Currency: RMB
--- --- --- --- ---
Amount of Amount of
Items current period last period
Cash received from the transfer<br> of trading financial assets, other equity investments, and the recovery of long-term equity investments 592,415,179.14 117,983,558.39
Joint venture<br> dividends 39,414,400.00 129,235,200.00
Net cash received<br> from the disposal of subsidiaries and other business entities 22,050,815.89
Financial products<br> recovered 699,782,018.02 1,034,299,771.32
Receipt of investment<br> income from financial management 168,259,678.17 4,762,030.06
Total 1,521,922,091.22 1,286,280,559.77

Cash paid relating to important investment activities

Applicable ¨ Not applicable
Unit: Yuan Currency: RMB
--- --- --- --- ---
Amount of Amount of
Items current period last period
Cash<br> paid for the purchase and construction of fixed assets, intangible assets and other long-term assets 255,739,326.16 335,772,028.32
Purchase of<br> bank wealth management, asset management, and trust products 2,880,000,000.00 600,000,000.00
Total 3,135,739,326.16 935,772,028.32

Other cash received relating to investment activities

Applicable ¨ Not applicable
– 638 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Unit:Yuan Currency: RMB

Amount of Amount of
Items current period last period
Financial products recovered 699,782,018.02 1,034,299,771.32
Receipt of investment income from financial management 168,259,678.17 4,762,030.06
Total 868,041,696.19 1,039,061,801.38

Other cash paid relating to investment activities

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Amount<br> of Amount<br> of
Items current<br> period last<br> period
Purchase of bank wealth management, asset management, and trust products 2,880,000,000.00 600,000,000.00
Total 2,880,000,000.00 600,000,000.00
(3). Cash relating to financing activities
--- ---

Other cash received relating to financing activities

Applicable ¨ Not applicable

Unit:Yuan Currency: RMB

Amount of Amount of
Items current period last period
Receipt of lease payments from finance leases 39,661,515.99 40,032,392.75
Total 39,661,515.99 40,032,392.75

Other cash paid relating to financing activities

Applicable ¨ Not applicable

Unit:Yuan Currency: RMB

Amount of Amount of
Items current period last period
Share buy-backs 225,284,643.05
Cash paid to acquire minority interests 100,000.00
Payment of fixed rent for non-exempt lease contracts 1,375,882,145.08 1,311,690,189.62
Total 1,375,982,145.08 1,536,974,832.67

Changes in liabilities generated from financing activities

Applicable ¨ Not applicable
– 639 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Unit: Yuan Currency:RMB

Increase in the current period Decrease in the current period
Opening Cash Non-cash Cash Non-cash Closing
Items balance changes changes changes changes balance
Short-term loans 5,130,220,089.04 1,600,000,000.00 76,376,993.21 2,406,056,804.47 4,400,540,277.78
Short-term borrowings and long-term<br> borrowings due within one year 350,190,124.16 5,216,878.33 5,320,360.82 350,086,641.67
Lease liabilities due within one<br> year and lease liabilities 22,573,513,713.62 272,723,123.82 1,375,982,145.08 414,698,766.17 21,055,555,926.19
Total 28,053,923,926.82 1,600,000,000.00 354,316,995.36 3,787,359,310.37 414,698,766.17 25,806,182,845.64
(4). Explanation of reporting cash flows on a net basis
--- ---
¨ Applicable Not applicable
--- --- --- ---
(5). Significant activities and financial effects that do not involve cash inflows or outflows in the current period but affect thefinancial position of the enterprise or may affect the future cash flows of the enterprise
--- ---
¨ Applicable Not applicable
--- --- --- ---
81. Supplementary information for cash flow statement
--- ---
(1) Supplementary data to cash flow statement
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Supplementary information current period last period
1. Cash flows converted from net profits for business operation activities:
Net profit 210,827,566.08 322,343,694.59
Plus: provision for impairment of assets Credit impairment loss -15,003,996.73 18,698,565.71
Depreciation of fixed assets, depreciation of oil & gas assets, and depreciation of productive biological assets 298,695,154.77 347,205,824.59
Amortization of right-of-use assets 982,787,501.40 897,618,483.03
Amortisation of intangibles 145,036,208.94 144,807,552.41
Depreciation and amortization of investment properties 5,428,009.59 5,425,202.10
Amortization of long-term deferred expenses 301,823,226.61 298,096,821.08
Losses on the disposal of fixed assets, intangible assets and other long-term assets (profit is indicated by “-”) -223,869,211.88 -173,172,404.39
Loss on scrapping of fixed assets (profit is indicated by “-”) 12,125,324.17 5,065,333.67
Loss on changes in fair value (profit is indicated by “-”) 183,828,045.27 21,006,851.52
Financial expenses (profit is indicated by “-”) 606,228,920.37 657,084,299.60
Investment loss (profit is indicated by “-”) -275,981,109.67 -121,781,506.96

– 640 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
Amount of Amount of
--- --- --- --- ---
Supplementary information current period last period
Decrease in deferred income tax assets (increase is indicated by “-”) 53,137,827.00 91,059,398.59
Increase in deferred income tax liabilities (decrease is indicated by “-”) -15,820,594.14 -20,228,565.04
Decrease of inventory (increase is indicated by “-”) 2,568,683,440.45 3,742,775,640.67
Decrease of operational receivables (increase is indicated by “-”) 555,954,192.41 -303,249,518.51
Increase in operational payables (decrease is indicated by “-”) -2,454,074,632.76 -3,345,570,547.82
Others
Net cash flow from operating activities 2,939,805,871.88 2,587,185,124.84
2. Major investment and financing activities that do not involve cash receipts and payments:
Conversion of debts into capital
Convertible bonds due within one year
Fixed assets under financing lease
3. Net change in cash and cash equivalents:
Closing balance of cash 4,885,936,321.31 4,831,938,292.70
Minus: opening balance of cash 5,696,636,200.67 7,443,008,300.63
Add: closing balance of cash equivalents
Minus: opening balance of cash equivalents
Net increase in cash and cash equivalents -810,699,879.36 -2,611,070,007.93
(2) Net cash paid in current period and acquired from subsidiary
--- ---
¨ Applicable Not applicable
--- --- --- ---
(3) Net cash received from disposal of subsidiaries during the current period
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Amount
Cash or cash equivalents received for disposal of subsidiaries during the current period 377,762,864.53
Yonghui Yunjin Technology Co., Ltd. 377,762,864.53
Less: cash and cash equivalents held by subsidiaries on the date of losing the control right 355,712,048.64
Yonghui Yunjin Technology Co., Ltd. 355,712,048.64
Add: cash or cash equivalents received for disposal of subsidiaries in the last period
Net cash received from the disposal of subsidiaries 22,050,815.89

Other notes:

During the reporting period, the Company sold 65% of its equity interest in Yonghui Yunjin Technology Co., Ltd (hereinafter referred to as “Yunjin Technology”) to Shanghai Paihui Technology Co., Ltd for a total transfer price of RMB377,762,864.53. After the completion of this transaction, the Company still holds a 35% equity interest in Yunjin Technology.

– 641 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
(4) Composition of cash and cash equivalents
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Items Closing balance Opening balance
I. Cash 4,885,936,321.31 5,696,636,200.67
Including: cash on hand 50,711,775.13 72,725,636.77
Bank deposit ready for payment at any time 4,642,050,124.51 5,376,687,857.46
Other monetary funds ready for payment at any<br> time 193,174,421.67 247,222,706.44
II. Cash equivalents
Including: bond investments due in three months
III. Closing balance of cash and cash equivalents 4,885,936,321.31 5,696,636,200.67
Including: restricted cash and cash<br> equivalents used by parent company or subsidiaries 174,430,956.12 141,300,533.68
(5) Situation where the use of cash and cash equivalents is restricted but still presented as cash and cash equivalents
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency:RMB

Amount of
Items current period Reason
Monetary funds 148,516,250.61 Judicial frozen
Monetary funds 25,914,705.51 Deposit
Total 174,430,956.12 /
(6) Monetary funds other than cash and cash equivalents
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other notes:

¨ Applicable Not applicable
82. Notes to items in statement of changes in equity
--- ---

Description for adjustment on item name of “Others”, adjustment amount and other matters at the end of last year:

¨ Applicable Not applicable
– 642 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP
83. Foreign currency monetary items
--- ---
(1). Monetary items of foreign currency
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit:Yuan

Closing
Conversion balance
exchange converted
Items rate into RMB
Monetary funds Including: 782,290.38 7.13 5,575,227.08
6,880.74 7.66 52,718.17
HKD 3,941,008.51 0.91 3,596,879.65
33.00 0.04 1.48
16,710.13 9.04 151,109.71
CAD 0.17 7.95 1.35
Account receivable
69,318.49 7.13 494,019.01
2,475.58 7.66 18,967.15
20,776.75 9.04 187,884.15
Accounts payable
3,094,768.92 7.13 22,055,799.14
281,108.74 7.66 2,153,770.83
NZD 287,496.87 5.23 1,502,861.14
20,776.75 9.04 187,884.15
AUD 294,052.37 5.28 1,552,302.46

All values are in US Dollars.

Other notes:

(2). Descriptions of entities running businesses overseas: includingdescription of main operating place, recording currency and selection basis, and the reason for change of recording currency of majorentities running businesses overseas
¨ Applicable Not applicable
--- --- --- ---
84. Leases
--- ---
(1) As lessee
--- ---
Applicable ¨ Not applicable
--- --- --- ---

Unit: Yuan Currency: RMB

Amount of Amount of
Items current period last period
Interest expenses on lease liabilities 524,690,119.64 580,622,044.90
Simplified approach for recognizing short-term lease expenses in profit or loss 20,041,030.92 32,270,207.07
Variable lease payments not included in the measurement of<br> lease liabilities 12,221,393.38 12,506,007.51
Income from the sublease of the right to use the assets 651,330,538.82 620,614,275.75
Total cash outflow related to lease 1,408,144,569.38 1,356,466,404.20
Note: The lease assets leased by the Group include buildings and structures,<br>machinery and equipment, transportation equipment, and other equipment used in the operation process. The lease terms for buildings and<br>structures are usually 5-20 years, while the lease terms for machinery and equipment, transportation equipment, and other equipment are<br>usually 1 year. The lease agreements usually stipulate that the area of leased assets subleased by the Group shall not exceed a certain<br>percentage. Some lease agreements include renewal options, termination options, and variable lease payment terms. Impact of variable<br>lease terms on future potential cash outflows see “Future potential cash outflows not included in lease liability measurement”
--- ---
– 643 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Variable lease payments not included in the measurement of lease liabilities

Applicable ¨ Not applicable

The potential future cash outflows that are not included in the measurement of lease liabilities by the Group mainly arise from the risk exposures, such as variables lease payments, renewal and termination options in lease contracts, lease residual value guarantees, and leases committed but not yet commenced.

Leases that have been committed but not yet commenced

The anticipated future cash outflows for leases committed but not yet commenced by the Group are as follows:

Unit: Yuan Currency: RMB

Items Closing Balance Opening<br> Balance
Within 1 year (including 1 year) 779,920.00 9,653,725.75
1-2 years (including 2 years) 2,105,436.00 9,611,881.52
2-3 years (including 3 years) 2,123,016.00 9,813,489.13
Over 3 years 29,194,678.24 30,419,809.90
Total 34,203,050.24 59,498,906.30

Simplified treatment of lease expenses for short-term leases or leases of low-value assets

¨ Applicable Not applicable

Lease-back transaction and basis of judgment

¨ Applicable Not applicable

Total cash outflows related to leasing: RMB1,408,144,569.38 (in RMB).

(2) As a lessor

Operating lease as lessor

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

**** **** Including related income from variable lease payments that are not included in the
Items Lease income rental income
Lease income 647,885,809.51
Total 647,885,809.51

Finance lease as lessor

Applicable ¨ Not applicable
– 644 –
APPENDIX<br> II FINANCIAL<br> INFORMATION OF THE TARGET GROUP

Unit: Yuan Currency:RMB

Income from
variable lease
payments not
included in the
Sales gains or Financing net investment
Items losses income in the lease
Leases 9,040,724.90 3,444,729.31
Total 9,040,724.90 3,444,729.31

Reconciliation table of undiscounted leasing receipts and net investment in the lease

Applicable ¨ Not applicable

Unit: Yuan Currency: RMB

Closing Opening
Items Balance Balance
Total undiscounted leasing receipts 356,888,970.86 339,474,576.68
Minus: Unrealized financing income 71,592,677.39 62,701,073.71
Net investment in the lease 285,296,293.47 276,773,502.97

Undiscounted leasing receipts in the next five years

Applicable ¨ Not applicable

Unit: Yuan Currency:RMB

Undiscounted leasing receipts
per year
Closing Opening
Items Balance Balance
Year 1 51,297,595.58 64,217,997.44
Year 2 34,923,847.54 39,688,354.50
Year 3 31,888,334.97 33,232,676.94
Year 4 30,444,312.09 30,840,565.86
Year 5 29,606,723.91 29,763,412.10
Total undiscounted leasing receipts after five years 178,728,156.77 141,731,569.84
(3) Recognition of sales profit or loss on finance lease as aproducer or dealer
--- ---
¨ Applicable Not applicable
--- --- --- ---

Other disclosures

None

85. Data resources
¨ Applicable Not applicable
--- --- --- ---
86. Others
--- ---
¨ Applicable Not applicable
--- --- --- ---
– 645 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

VIII.Research and Development Expenses

(1). Listed by nature of expenses
Applicable Not<br> applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Items Amount of <br><br> current period Amount of<br><br> last period
Internal software development, operation and maintenance 133,685,051.80 208,427,137.67
Total 133,685,051.80 208,427,137.67
Wherein: Incurred R&D expenses 133,685,051.80 207,361,419.05
Capitalized R&D expenses 1,065,718.62
(2). Development expenses that meet the capitalization criteria for research and development projects
--- ---
Applicable Not<br> applicable
--- --- --- ---

Significant capitalized research and development projects

Applicable Not<br> applicable

Impairment provision for development expenses

Applicable Not<br> applicable
(3). Significant externally purchased research projects
--- ---
Applicable Not<br> applicable
--- --- --- ---
IX. Changes in Consolidation Scope
--- ---
1. Business combination not under the same control
--- ---
Applicable Not<br> applicable
--- --- --- ---
2. Business combination under the same control
--- ---
Applicable Not<br> applicable
--- --- --- ---
3. Counter purchase
--- ---
Applicable Not<br> applicable
--- --- --- ---
– 646 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
4. Disposal of subsidiaries
--- ---

Existence of transactions or events during the period resulting in loss of control over subsidiaries

Applicable Not<br> applicable

Unit: ’0,000 Yuan Currency: RMB

Name of<br><br> Subsidiary Time point<br><br> of losing<br><br> control right Consideration<br><br> received on<br><br> the date of<br><br> loss of control Loss of<br><br> control at<br><br> the disposal<br><br> proportion Method of<br><br> disposal on the<br><br> date of loss of<br><br> control Basis for<br><br> determining<br><br> the date of<br><br> loss of control Balance between the disposal price and the net assets of the subsidiary entitled in the consolidated financial statement<br><br> corresponding to the<br><br> disposal of the<br><br> investment Proportion of residual<br><br> equities on the<br><br> date of losing<br><br> control right Carrying value of remaining equity at the financial<br><br> statement level<br><br> on the date of<br><br> loss of control Fair value of remaining equity at the financial<br><br> statement level<br><br> on the date of<br><br> loss of control Re-measurement of the gains or losses arising<br><br> from the<br><br> remaining equity<br><br> at fair value Methods and key assumptions used for determining the fair value of remaining equity at the financial<br><br> statement level<br><br> on the date of<br><br> loss of control Amount of other comprehensive income related to the equity investment in the subsidiary transferred to investment<br><br> income or<br><br> retained<br><br> earnings
(%) (%)
Yonghui<br> Yunjin Technology Co., Ltd. April 30, 2024 37,776.29 65 Equity<br> transfer Agreed<br> terms of equity transfer agreement 0.00 35 20,341.08 20,341.08 0.00 Market<br> approach
– 647 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Other notes:

Applicable Not<br> applicable

During the reporting period, the Company sold 65% of its equity interest in Yonghui Yunjin Technology Co., Ltd (hereinafter referred to as “Yunjin Technology”) to Shanghai Paihui Technology Co., Ltd for a total transfer price of RMB377,762,864.53. After the completion of this transaction, the Company still holds a 35% equity interest in Yunjin Technology.

Whether the situations exist that investment for the subsidiary is disposed in steps by deal for many times and the control right has lost in the reporting period

Applicable Not<br> applicable

Other notes:

Applicable Not<br> applicable
5. Changes in the combination scope for other reasons
--- ---

Descriptions for change in combination ranges caused by other reasons (e.g. newly establishment of subsidiary, clearing of subsidiary, etc.), and relevant situations:

Applicable Not<br> applicable
6. Others
--- ---
Applicable Not<br> applicable
--- --- --- ---
X. Interests in Other Entities
--- ---
1. Equity in Subsidiaries
--- ---
(1). Constitution of the enterprise group
--- ---
Applicable Not<br> applicable
--- --- --- ---

Unit: ‘0,000 Yuan Currency: RMB

Principal<br><br> Place of Registered Registered Nature of Shareholding<br><br> ratio (%) Acquisition
Name of Subsidiary Business capital address business Direct Indirect method
Fujian<br> Minhou Yonghui Commercial Co., Ltd. Fuzhou,<br> Fujian RMB50<br> million Fuzhou,<br> Fujian Commercial<br> retail 100 Investment<br> establishment
Xiamen<br> Yonghui Minsheng Superstores Co., Ltd. Xiamen,<br> Fujian RMB41.67<br> million Xiamen,<br> Fujian Commercial<br> retail 100 Investment<br> establishment
Xiamen<br> Yonghui Commercial Co., Ltd. Xiamen,<br> Fujian RMB10<br> million Xiamen,<br> Fujian Commercial<br> retail 100 Investment<br> establishment
Fujian<br> Strait Food Development Co., Ltd. Fuzhou,<br> Fujian RMB53<br> million Fuzhou,<br> Fujian Commercial<br> trade 100 Investment<br> establishment
– 648 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Principal<br><br> Place of Registered Registered Nature of Shareholding<br><br> ratio (%) Acquisition
--- --- --- --- --- --- --- ---
Name of Subsidiary Business capital address business Direct Indirect method
Fujian<br> Yonghui Modern Agriculture Development Co., Ltd. Fuzhou,<br> Fujian RMB10<br> million Fuzhou,<br> Fujian Commercial<br> trade 100 Investment<br> establishment
Guangdong<br> Yonghui Superstores Co., Ltd. Guangzhou,<br> Guangdong RMB200<br> million Guangzhou,<br> Guangdong Commercial<br> retail 50 Investment<br> establishment
Fujian<br> Yonghui Logistics Co., Ltd. Fuzhou,<br> Fujian RMB300<br> million Fuzhou,<br> Fujian Logistic<br> distribution 95 5 Investment<br> establishment
Fujian<br> Yonghui Superstores Co., Ltd. Fuzhou,<br> Fujian RMB800<br> million Fuzhou,<br> Fujian Commercial<br> retail 100 Investment<br> establishment
Shenzhen<br> Yonghui Superstores Co., Ltd. Shenzhen,<br> Guangdong RMB200<br> million Shenzhen,<br> Guangdong Commercial<br> retail 50 Investment<br> establishment
Fujian<br> Yonghui Import and Export Trade Co., Ltd. Pingtan,<br> Fujian RMB10<br> million Pingtan,<br> Fujian Commercial<br> trade 100 Investment<br> establishment
Fujian<br> Yongjin Trading Co., Ltd. Fuzhou,<br> Fujian RMB30<br> million Fuzhou,<br> Fujian Commercial<br> trade 49 51 Investment<br> establishment
Jiangxi<br> Yonghui Superstores Co., Ltd. Nanchang,<br> Jiangxi RMB20<br> million Nanchang,<br> Jiangxi Commercial<br> retail 100 Investment<br> establishment
Chongqing<br> Yonghui Superstores Co., Ltd. Chongqing RMB714.4<br> million Chongqing Commercial<br> retail 100 Investment<br> establishment
Yonghui<br> Logistics Co., Ltd. Chongqing RMB100<br> million Chongqing Logistic<br> distribution 90 10 Investment<br> establishment
Sichuan<br> Yonghui Store Co., Ltd. Chengdu,<br> Sichuan RMB1<br> billion Chengdu,<br> Sichuan Commercial<br> retail 100 Investment<br> establishment
Guizhou<br> Yonghui Superstores Co., Ltd. Guiyang,<br> Guizhou RMB200<br> million Guiyang,<br> Guizhou Commercial<br> retail 100 Investment<br> establishment
Chengdu<br> Yonghui Business Development Co., Ltd. Chengdu,<br> Sichuan RMB130<br> million Chengdu,<br> Sichuan Logistic<br> distribution 80 20 Investment<br> establishment
Chongqing<br> Xuanhui Real Estate Development Co., Ltd. Chongqing RMB100<br> million Chongqing Real<br> estate 100 Investment<br> establishment
Shaanxi<br> Yonghui Superstores Co., Ltd. Xi’an,<br> Shaanxi RMB10<br> million Xi’an,<br> Shaanxi Commercial<br> retail 100 Investment<br> establishment
Fuping<br> Yonghui Modern Agricultural Development Co., Ltd. Fuping,<br> Shaanxi RMB37<br> million Fuping,<br> Shaanxi Food<br> sales 100 Investment<br> establishment
Guansu<br> Yonghui Superstores Co., Ltd. Lanzhou,<br> Gansu RMB10<br> million Lanzhou,<br> Gansu Commercial<br> retail 100 Investment<br> establishment
Qinghai<br> Yonghui Superstores Co., Ltd. Xining,<br> Qinghai RMB20<br> million Xining,<br> Qinghai Commercial<br> retail 100 Investment<br> establishment
– 649 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Principal<br><br> Place of Registered Registered Nature of Shareholding<br><br> ratio (%) Acquisition
--- --- --- --- --- --- --- ---
Name of Subsidiary Business capital address business Direct Indirect method
Baotou<br> Yonghui Superstores Co., Ltd. Beijing RMB50<br> million Beijing Commercial<br> retail 100 Investment<br> establishment
Yonghui<br> Holdings Co., Ltd. Hong<br> Kong HKD30<br> million Hong<br> Kong Investment 100 Investment<br> establishment
LOHAS<br> Life International Business Co., Ltd. Hong<br> Kong HKD100,000 Hong<br> Kong Commercial<br> trade 100 Investment<br> establishment
Yonghui<br> Japan Co., Ltd. Japan JPY95<br> million Japan Commercial<br> trade 80 Investment<br> establishment
Tianjin<br> Yonghui Superstores Co., Ltd. Tianjin RMB10<br> million Tianjin Commercial<br> retail 100 Investment<br> establishment
Anhui<br> Yonghui Superstores Co., Ltd. Hefei,<br> Anhui RMB285.08<br> million Hefei,<br> Anhui Commercial<br> retail 100 Investment<br> establishment
Anhui<br> Yonghui Logistics Co., Ltd. Feidong,<br> Anhui RMB50<br> million Feidong,<br> Anhui Logistic<br> distribution 100 Investment<br> establishment
Jiangsu<br> Yonghui Superstores Co., Ltd. Nanjing,<br> Jiangsu RMB200<br> million Nanjing,<br> Jiangsu Commercial<br> retail 100 Investment<br> establishment
Zhejiang<br> Yonghui Superstores Co., Ltd. Hangzhou,<br> Zhejiang RMB120<br> million Hangzhou,<br> Zhejiang Commercial<br> retail 100 Investment<br> establishment
Jiangsu<br> Yonghui Business Management Co., Ltd. Nanjing,<br> Jiangsu RMB30<br> million Nanjing,<br> Jiangsu Commercial<br> trade 100 Investment<br> establishment
Ningbo<br> Yonghui Superstores Co., Ltd. Ningbo,<br> Zhejiang RMB20<br> million Ningbo,<br> Zhejiang Commercial<br> retail 100 Investment<br> establishment
East<br> China Yonghui Logistics Co., Ltd. Kunshan,<br> Jiangsu RMB50<br> million Kunshan,<br> Jiangsu Logistic<br> distribution 100 Investment<br> establishment
Jiaxing<br> Yonghui Superstores Co., Ltd. Jiaxing,<br> Zhejiang RMB40<br> million Jiaxing,<br> Zhejiang Commercial<br> retail 100 Investment<br> establishment
Henan<br> Yonghui Superstores Co., Ltd. Zhengzhou,<br> Henan RMB80.86<br> million Zhengzhou,<br> Henan Commercial<br> retail 100 Investment<br> establishment
Shanxi<br> Yonghui Superstores Co., Ltd. Taiyuan,<br> Shanxi RMB50<br> million Taiyuan,<br> Shanxi Commercial<br> retail 100 Investment<br> establishment
Heilongjiang<br> Yonghui Superstores Co., Ltd. Harbin,<br> Heilongjiang RMB100<br> million Harbin,<br> Heilongjiang Commercial<br> retail 100 Investment<br> establishment
Jilin<br> Yonghui Superstores Co., Ltd. Changchun,<br> Jilin RMB300<br> million Changchun,<br> Jilin Commercial<br> retail 100 Investment<br> establishment
Liaoning<br> Yonghui Superstores Co., Ltd. Shenyang,<br> Liaoning RMB600<br> million Shenyang,<br> Liaoning Commercial<br> retail 100 Investment<br> establishment
Liaoning<br> Yonghui Logistics Co., Ltd. Shenyang,<br> Liaoning RMB100<br> million Shenyang,<br> Liaoning Logistic<br> distribution 100 Investment<br> establishment
Songyuan<br> Yonghui Superstores Co., Ltd. Songyuan,<br> Jilin RMB10<br> million Songyuan,<br> Jilin Commercial<br> retail 55 Investment<br> establishment
– 650 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Principal<br><br> Place of Registered Registered Nature of Shareholding<br><br> ratio (%) Acquisition
--- --- --- --- --- --- --- ---
Name of Subsidiary Business capital address business Direct Indirect method
Shanghai<br> Yonghui Superstores Co., Ltd. Shanghai RMB300<br> million Shanghai Commercial<br> retail 100 Investment<br> establishment
Shanghai<br> Baoshan Yonghui Superstores Co., Ltd. Shanghai RMB20<br> million Shanghai Commercial<br> retail 100 Investment<br> establishment
Shanghai<br> Yonghui Yangpu Superstores Co., Ltd. Shanghai RMB40<br> million Shanghai Commercial<br> retail 100 Investment<br> establishment
Shanghai<br> Songjiang Yonghui Superstores Co., Ltd. Shanghai RMB1<br> million Shanghai Commercial<br> retail 100 Investment<br> establishment
Fuping<br> Yunshang Supply Chain Management Co., Ltd. Fuping,<br> Shaanxi RMB200<br> million Fuping,<br> Shaanxi Commercial<br> trade 100 Investment<br> establishment
Xizang<br> Yonghui Superstores Co., Ltd. Lhasa,<br> Xizang RMB20<br> million Lhasa,<br> Xizang Commercial<br> retail 100 Investment<br> establishment
Guizhou<br> Yonghui Logistics Co., Ltd. Guiyang,<br> Guizhou RMB50<br> million Guiyang,<br> Guizhou Logistic<br> distribution 100 Investment<br> establishment
Chengde<br> Yonghui Renhe Superstores Co., Ltd. Chengde,<br> Hebei RMB10<br> million Chengde,<br> Hebei Commercial<br> retail 51 Investment<br> establishment
Hebei<br> Yonghui Superstores Co., Ltd. Shijiazhuang,<br> Hebei RMB200<br> million Shijiazhuang,<br> Hebei Commercial<br> retail 100 Investment<br> establishment
Gansu<br> Minxian Yonghui Agricultural Development Co., Ltd. Minxian,<br> Gansu RMB20<br> million Minxian,<br> Gansu Food<br> sales 51 Investment<br> establishment
Shandong<br> Yonghui Superstores Co., Ltd. Jinan,<br> Shandong RMB50<br> million Jinan,<br> Shandong Commercial<br> retail 100 Investment<br> establishment
Fuzhou<br> Dongzhan International Trade Co., Ltd. Fuzhou,<br> Fujian RMB30<br> million Fuzhou,<br> Fujian Commercial<br> trade 100 Investment<br> establishment
Ruilingtong<br> Marketing Services (Shanghai) Co., Ltd. Shanghai RMB10<br> million Shanghai Business<br> services 57 Investment<br> establishment
Guangdong<br> PARK&YH Superstores Co., Ltd. Shenzhen,<br> Guangdong RMB850<br> million Shenzhen,<br> Guangdong Commercial<br> retail 50 Investment<br> establishment
Beijing<br> Yonghui Superstores Co., Ltd. Beijing RMB600<br> million Beijing Commercial<br> retail 100 Investment<br> establishment
Hubei<br> Yonghui Zhongbai Superstores Co., Ltd. Wuhan,<br> Hubei RMB100<br> million Wuhan,<br> Hubei Commercial<br> retail 100 Investment<br> establishment
– 651 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Principal<br><br> Place of Registered Registered Nature of Shareholding<br><br> ratio (%) Acquisition
--- --- --- --- --- --- --- ---
Name of Subsidiary Business capital address business Direct Indirect method
Yunnan<br> Yonghui Superstores Co., Ltd. Kunming,<br> Yunnan RMB50<br> million Kunming,<br> Yunnan Commercial<br> retail 100 Investment<br> establishment
Ningxia<br> Yonghui Superstores Co., Ltd. Yinchuan,<br> Ningxia RMB10<br> million Yinchuan,<br> Ningxia Commercial<br> retail 100 Investment<br> establishment
Hunan<br> Yonghui Superstores Co., Ltd. Changsha,<br> Hunan RMB40<br> million Changsha,<br> Hunan Commercial<br> retail 100 Investment<br> establishment
Guangxi<br> Yonghui Superstores Co., Ltd. Nanning,<br> Guangxi RMB20<br> million Nanning,<br> Guangxi Commercial<br> retail 100 Investment<br> establishment
Beijing<br> Yonghui Commercial Co., Ltd. Beijing RMB112.42<br> million Beijing Commercial<br> retail 100 Consolidation<br> not under the same control
Shanghai<br> Dongzhan International Trade Co., Ltd. Shanghai RMB43.55<br> million Shanghai Commercial<br> trade 100 Consolidation<br> not under the same control
Shanghai<br> Yinjie International Trade Co., Ltd. Shanghai RMB1<br> million Shanghai Commercial<br> trade 100 Consolidation<br> not under the same control
Guangzhou<br> PARK&YH Superstores Co., Ltd. Guangzhou,<br> Guangdong RMB218.74<br> million Guangzhou,<br> Guangdong Commercial<br> retail 48.34 Consolidation<br> not under the same control
Jiangmen<br> ParknShop Supermarket Co., Ltd. Jiangmen,<br> Guangdong RMB5<br> million Jiangmen,<br> Guangdong Commercial<br> retail 48.34 Consolidation<br> not under the same control
Dongguan<br> DG Mall Supermarket Co., Ltd. Dongguan,<br> Guangdong RMB2.5<br> million Dongguan,<br> Guangdong Commercial<br> retail 48.34 Consolidation<br> not under the same control
Yonghui<br> Yunchuang Technology Co., Ltd. Shanghai RMB2.25<br> billion Shanghai Business<br> services 46.6 Consolidation<br> not under the same control
Fujian<br> Yonghui Yunchuang Technology Co., Ltd. Fuzhou,<br> Fujian RMB10<br> million Fuzhou,<br> Fujian Commercial<br> retail 46.6 Consolidation<br> not under the same control
Shenzhen<br> Yonghui Yunchuang Technology Co., Ltd. Shenzhen,<br> Guangdong RMB10<br> million Shenzhen,<br> Guangdong Commercial<br> retail 46.6 Consolidation<br> not under the same control
Fujian<br> Yunwang Technology Co., Ltd. Fuzhou,<br> Fujian RMB100<br> million Fuzhou,<br> Fujian Commercial<br> retail 27.96 Consolidation<br> not under the same control
Chongqing<br> Yonghui Yunchuang Technology Co., Ltd. Chongqing RMB10<br> million Chongqing Commercial<br> retail 46.6 Consolidation<br> not under the same control
Fuzhou<br> Yonghui Yunchuang Technology Co., Ltd. Fuzhou,<br> Fujian RMB11.3<br> million Fuzhou,<br> Fujian Commercial<br> retail 46.6 Consolidation<br> not under the same control
– 652 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Principal<br><br> Place of Registered Registered Nature of Shareholding<br><br> ratio (%) Acquisition
--- --- --- --- --- --- --- ---
Name of Subsidiary Business capital address business Direct Indirect method
Beijing<br> Yonghui Yunchuang Technology Co., Ltd. Beijing RMB10<br> million Beijing Commercial<br> retail 46.6 Consolidation<br> not under the same control
Beijing<br> Huichuang Youpin Technology Co., Ltd. Beijing RMB10<br> million Beijing Commercial<br> retail 46.6 Combination<br> not under same control
Jiangsu<br> Yonghui Yunchuang Technology Co., Ltd. Nanjing,<br> Jiangsu RMB10<br> million Nanjing,<br> Jiangsu Commercial<br> retail 46.6 Consolidation<br> not under the same control
Anhui<br> Yonghui Yunchuang Technology Co., Ltd. Hefei,<br> Anhui RMB10<br> million Hefei,<br> Anhui Commercial<br> retail 46.6 Consolidation<br> not under the same control
Xiamen<br> Yongyun Technology Co., Ltd. Xiamen,<br> Fujian RMB10<br> million Xiamen,<br> Fujian Commercial<br> retail 27.96 Consolidation<br> not under the same control
Shanghai<br> Yonghui Yunchuang Technology Co., Ltd. Shanghai RMB10<br> million Shanghai Technical<br> service 46.6 Consolidation<br> not under the same control
Fuzhou<br> Minhou Yonghui Superstores Co., Ltd. Fuzhou,<br> Fujian RMB89.55<br> million Fuzhou,<br> Fujian Commercial<br> retail 100 Consolidation<br> under the same control
Fujian<br> Yonghui Commercial Co., Ltd. Fuzhou,<br> Fujian RMB35.1<br> million Fuzhou,<br> Fujian Commercial<br> retail 100 Consolidation<br> under the same control
Jiangsu<br> Yunfu Supply Chain Management Co., Ltd. Nanjing,<br> Jiangsu RMB10<br> million Nanjing,<br> Jiangsu Food<br> sales 100 Investment<br> establishment
Shandong<br> Fuping Supply Chain Management Co., Ltd. Weifang,<br> Shandong RMB10<br> million Weifang,<br> Shandong Commercial<br> retail 100 Investment<br> establishment
Hainan<br> Fuli Supply Chain Management Co., Ltd. Sanya,<br> Hainan RMB10<br> million Sanya,<br> Hainan Commercial<br> retail 100 Investment<br> establishment
Anhui<br> Fuwan Supply Chain Management Co., Ltd. Hefei,<br> Anhui RMB10<br> million Hefei,<br> Anhui Commercial<br> retail 100 Investment<br> establishment
Zhuhai<br> Fuyue Supply Chain Management Co., Ltd. Zhuhai,<br> Guangdong RMB10<br> million Zhuhai,<br> Guangdong Commercial<br> retail 100 Investment<br> establishment
Hebei<br> Fuji Supply Chain Management Co., Ltd. Shijiazhuang,<br> Hebei RMB10<br> million Shijiazhuang,<br> Hebei Commercial<br> retail 100 Investment<br> establishment
Guangdong<br> Fuyue Supply Chain Management Co., Ltd. Guangzhou,<br> Guangdong RMB30<br> million Guangzhou,<br> Guangdong Commercial<br> retail 100 Investment<br> establishment
Zhejiang<br> Yunfu Supply Chain Management Co., Ltd. Hangzhou,<br> Zhejiang RMB30<br> million Hangzhou,<br> Zhejiang Food<br> sales 100 Investment<br> establishment
– 653 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP
Principal<br><br> Place of Registered Registered Nature of Shareholding<br><br> ratio (%) Acquisition
--- --- --- --- --- --- --- ---
Name of Subsidiary Business capital address business Direct Indirect method
Fuzhou<br> Fuping Supply Chain Management Co., Ltd. Fuzhou,<br> Fujian RMB30<br> million Fuzhou,<br> Fujian Food<br> sales 100 Investment<br> establishment
Shanghai<br> Yunfu Supply Chain Management Co., Ltd. Shanghai RMB30<br> million Shanghai Food<br> sales 100 Investment<br> establishment
Sichuan<br> Yunfu Supply Chain Management Co., Ltd. Chengdu,<br> Sichuan RMB10<br> million Chengdu,<br> Sichuan Food<br> sales 100 Investment<br> establishment
Yunnan<br> Fuping Yunshang Supply Chain Management Co., Ltd. Kunming,<br> Yunnan RMB10<br> million Kunming,<br> Yunnan Food<br> sales 100 Investment<br> establishment
Baotou<br> Yonghui Commercial Co., Ltd. Baotou,<br> Inner Mongolia RMB50<br> million Baotou,<br> Inner Mongolia Commercial<br> retail 100 Investment<br> establishment
Beijing<br> Yonghui Technology Co., Ltd. Beijing RMB10<br> million Beijing Technical<br> service 100 Investment<br> establishment
Fujian<br> Yuntong Supply Chain Co., Ltd. Fuzhou,<br> Fujian RMB100<br> million Fuzhou,<br> Fujian Commercial<br> trade 100 Investment<br> establishment
Fujian<br> Yongyuehui Business Management Co., Ltd. Fuzhou,<br> Fujian RMB100<br> million Fuzhou,<br> Fujian Commercial<br> trade 100 Investment<br> establishment
Guangxi<br> Fuyue Supply Chain Management Co., Ltd. Nanning,<br> Guangxi RMB10<br> million Nanning,<br> Guangxi Commercial<br> retail 100 Investment<br> establishment
Zhangzhou<br> Yonghui Digital Business Co., Ltd. Zhangzhou,<br> Fujian RMB10<br> million Zhangzhou,<br> Fujian Commercial<br> retail 100 Investment<br> establishment
Sichuan<br> Huipeng E-commerce Co., Ltd. Chengdu,<br> Sichuan RMB100<br> million Chengdu,<br> Sichuan Commercial<br> retail 100 Investment<br> establishment
Anhui<br> Yonghui Business Management Co., Ltd. Fuyang,<br> Anhui RMB10<br> million Fuyang,<br> Anhui Commodity<br> distribution 100 Investment<br> establishment
Yonghui<br> Technology Co., Ltd. Fuzhou,<br> Fujian RMB50<br> million Fuzhou,<br> Fujian Technical<br> service 100 Investment<br> establishment

Illustration on the difference between the shareholding ratio in subsidiaries and voting right ratio:

None

– 654 –
APPENDIXII FINANCIAL INFORMATION OF THE TARGET GROUP

Basis on being controllable of the invested company with half or less voting rights as well as on being uncontrollable of the invested company but with half or more voting rights:

Although the Group only holds less than 50% of the equity interest in Guangdong ParknShop Yonghui Superstores Co., Ltd (“Guangdong ParknShop”) and its subsidiaries, Guangdong ParknShop is a Sino-foreign joint venture where the highest governing body is the Board of Directors, consisting of six directors. The Group has the right to appoint the chairman and two additional directors. Major operational decisions require approval by more than half (including half) of the directors. If the attending directors reach a consensus of equal number of approvals and rejections, the Board of Directors shall vote again on the resolution, and all attending directors shall vote according to the chairman’s voting result. Therefore, the Group considers it as a subsidiary.

The control basis on important structured bodies within the consolidation scope:

None

Basis for determining whether the company is an agent or a bailor:

None

Other notes:

None

(2). Important non-wholly-owned subsidiaries
Applicable Not<br> applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Name of Subsidiary Shareholding<br> ratio of<br> minority<br><br> shareholders Profit and loss<br> attributable to<br><br> minority<br> shareholders<br> in this term Dividends<br> assigned to<br> shareholders<br><br> in this term Closing<br> balance of<br> equity of<br><br> minority<br> shareholders
(%)
Guangdong PARK&YH Superstores<br> Co., Ltd. 50.00 -24,859,175.77 -54,025,565.64
Yonghui Yunchuang Technology Co., Ltd. 53.40 -33,988,576.23 71,847,410.52

Illustration on the difference between the shareholding ratio in subsidiaries and voting right ratio:

Applicable Not<br> applicable

Other notes:

Applicable Not<br> applicable
– 655 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(3). Main financial information of important non-wholly-owned subsidiaries
--- ---
Applicable Not<br> applicable
--- --- --- ---

Unit: ’0,000 Yuan Currency: RMB

Closing balance Opening balance
Name of Subsidiary Current<br><br> assets Non-<br><br> current<br> asset Total<br><br> assets Current<br><br> liabilities Non-<br><br> current<br> liabilities Total<br><br> liabilities Current<br><br> assets Non-<br><br> current<br> asset Total<br><br> assets Current<br><br> liabilities Non-<br><br> current<br> liabilities Total<br><br> liabilities
Guangdong PARK&YH Superstores<br> Co., Ltd. 162,539.55 89,545.05 252,084.60 200,918.91 98,323.30 299,242.21 158,952.25 97,647.21 256,599.46 203,660.21 95,067.51 298,727.72
Yonghui Yunchuang Technology Co.,<br> Ltd. 95,863.18 523.35 96,386.53 101,958.28 101,958.28 353,002.45 622.97 353,625.42 359,274.29 359,274.29
Amount<br> of current period Amount<br> of last period
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Name of Subsidiary Operating<br><br> revenue Net profit Total<br><br> comprehensive<br> income Cash flow<br><br> from<br> operating<br> activities Operating<br><br> revenue Net profit Total<br><br> comprehensive<br> income Cash flow<br><br> from<br> operating<br> activities
Guangdong PARK&YH<br> Superstores Co., Ltd. 154,070.34 -5,029.35 -5,029.35 21,031.46 170,760.69 -5,654.11 -5,654.11 14,764.27
Yonghui Yunchuang Technology Co.,<br> Ltd. 4,912.57 77.12 77.12 -183.37 3,549.42 3,597.62 3,597.62 -2,342.35

Other notes:

– 656 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(4). Important limitations on using Company’s assets and paying off liabilities of the Company (Group):
--- ---
Applicable Not<br> applicable
--- --- --- ---
(5). Financial support and other support provided to the structured entities that are included in the consolidated financial statement:
--- ---
Applicable Not<br> applicable
--- --- --- ---

Other notes:

Applicable Not<br> applicable
2. Transactions controlling the subsidiaries in case of equity shares change of subsidiaries
--- ---
Applicable Not<br> applicable
--- --- --- ---
(1). Description on changes in equity of subsidiaries
--- ---
Applicable Not<br> applicable
--- --- --- ---
(2). Influences of transactions on minority equity and equity attributable to the parent company
--- ---
Applicable Not<br> applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Hubei Yonghui Zhongbai<br><br> Superstores Co., Ltd.
Purchase cost/disposal consideration
– Cash 100,000.00
– Fair value of the non-cash assets
Total purchase cost/disposal consideration 100,000.00
Less: subsidiary’s net asset shares calculated according<br> to the ratio of acquired/disposed equities -67,524,053.93
Difference 67,624,053.93
Including: adjusting capital reserves 67,624,053.93
Adjusting surplus reserves
Adjusting undistributed profits

Other disclosures

Applicable Not<br> applicable
3. Equities in Cooperative Enterprises and Joint Ventures
--- ---
Applicable Not<br> applicable
--- --- --- ---
– 657 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(1). Important cooperative enterprises and joint ventures
--- ---
Applicable Not<br> applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Names of cooperative<br> enterprises and joint Principal Place of Registered Nature of Shareholding<br> ratio (%) Accounting<br> treatment<br> method for<br> investment in<br> cooperative<br> enterprises<br> and<br> joint
ventures Business address business Direct Indirect ventures
Zhongbai Holdings Group Co., Ltd. Wuhan, Hubei Wuhan, Hubei Commercial retail 9.85 Equity method
Fujian OneBank Limited Pingtan, Fujian Pingtan, Fujian Finance 29.8 Equity method
Chengdu Hongqi Chain Co., Ltd. Chengdu, Sichuan Chengdu, Sichuan Commercial retail 21.00 Equity method

Description on the difference between the shareholding ratio in cooperative enterprises or joint ventures and voting right:

None

Basis for having significant influence with less than 20% voting rights, or having 20% or more voting rights but not having significant influence: According to the provisions of the Articles of Association of Zhongbai Group, there are five non-independent directors in the Board of Directors, and the Company holds one seat. Therefore, the management of the Group thinks that it can exert significant influence over Zhongbai Group, making Zhongbai an affiliated business of the Company.

(2). Main financial information of important cooperative enterprises
Applicable Not<br> applicable
--- --- --- ---
(3). Main financial information of important joint ventures
--- ---
Applicable Not<br> applicable
--- --- --- ---

Unit: ’0,000 Yuan Currency: RMB

Closing balance/amount<br> of current<br> period Opening balance/incurred amount<br><br> of last period
Zhongbai<br> Group OneBank Hongqi<br> Chain Zhongbai<br> Group OneBank Hongqi<br> Chain
Current assets 331,686.51 3,011,703.07 455,823.12 346,921.76 2,680,623.74 452,686.41
Non-current asset 774,493.53 516,880.60 353,853.97 799,764.29 656,790.65 358,342.97
Total assets 1,106,180.04 3,528,583.67 809,677.09 1,146,686.05 3,337,414.39 811,029.38
Current liabilities 656,307.95 2,338,331.82 338,628.38 667,933.80 1,670,431.30 345,821.85
Non-current liabilities 231,805.77 945,117.10 50,136.41 241,604.00 1,434,692.08 54,087.02
Total liabilities 888,113.72 3,283,448.92 388,764.79 909,537.80 3,105,123.38 399,908.87
Minority interests 3,646.32 64.73 6,640.86 66.74
Shareholders’ equity attributable to the parent<br> company 214,420.00 245,134.75 420,847.57 230,507.39 232,291.01 411,053.77
Net asset share calculated as per shareholding ratio 21,304.97 73,050.16 88,377.99 22,704.98 69,222.72 86,321.29
– 658 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Closing balance/amount<br> of current<br> period Opening balance/incurred amount<br><br> of last period
--- --- --- --- --- --- --- --- --- --- --- --- ---
Zhongbai<br> Group OneBank Hongqi<br> Chain Zhongbai<br> Group OneBank Hongqi<br> Chain
Adjustments 9,517.23 140.27 81,678.71 9,517.23 140.27 81,678.71
– Goodwill
– Unrealized profits in internal transaction
– Others 9,517.23 140.27 81,678.71 9,517.23 140.27 81,678.71
Book value on equity investment of joint ventures 30,822.20 73,190.43 170,056.70 32,222.21 69,362.99 168,000.00
Fair value of equity investment of joint ventures with public<br> offer 22,613.13 132,232.80 29,323.26 142,228.80
Operating revenue 571,050.88 41,407.73 518,638.99 631,244.40 36,218.90 500,286.99
Net profit -14,327.52 10,647.17 26,655.79 1,378.56 3,085.17 25,678.89
Net profits under discontinued operations
Other comprehensive income 2,196.58 2,022.70
Total comprehensive income -14,327.52 12,843.75 26,655.79 1,378.56 5,107.87 25,678.89
Annual dividend received from joint ventures 3,541.44 12,623.52
(4). Financial information summary of unimportant cooperative enterprises and joint ventures
--- ---
Applicable Not<br> applicable
--- --- --- ---

Unit: ’0,000 Yuan Currency: RMB

Closing<br> balance/amount<br> of current<br><br> period Opening<br> balance/incurred<br> amount<br> of last<br> period
Cooperative enterprises:
Total book value of investment 3,170.68 4,805.49
Total of the following items calculated as per the shareholding<br> ratio
– Net profit -1,634.81 -2,413.86
– Other comprehensive income
– Total comprehensive income -1,634.81 -2,413.86
Joint ventures:
Total book value of investment 71,091.96 48,775.81
Total of the following items calculated as per the shareholding<br> ratio
– Net profit 2,644.53 1,765.30
– Other comprehensive income
– Total comprehensive income 2,644.53 1,765.30

As there is no obligation to bear additional losses for Fuzhou Yijiu San San Bean Products Co., Ltd., its net loss is recognized only up to the carrying value of long-term equity investments and other long-term equity interests that essentially represent its net investment, with a write-down to zero.

– 659 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(5). Description on significant limitations of the ability to transfer funds to the Company by cooperative enterprises and joint ventures
--- ---
Applicable Not<br> applicable
--- --- --- ---
(6). Excess loss occurred to cooperative enterprises and joint ventures
--- ---
Applicable Not<br> applicable
--- --- --- ---

Unit: ’0,000 Yuan Currency: RMB

Names of cooperative<br><br> enterprises and joint<br><br> ventures Accumulated<br> unrecognized<br> losses<br><br> accumulated<br> in the<br> previous period Unconfirmed<br> losses this term<br><br> (or net profit<br> shared<br> this term) Accumulated<br> unconfirmed<br> losses<br> at the<br> end of term
Fuzhou Yijiu San San Bean Products Co., Ltd. 1,017.46 409.16 1,426.62
Total 1,017.46 409.16 1,426.62
(7). Unconfirmed commitment related to cooperative enterprise investment
--- ---
Applicable Not<br> applicable
--- --- --- ---
(8). Contingent liability related to cooperative enterprise or joint venture investment
--- ---
Applicable Not<br> applicable
--- --- --- ---
4. Key joint operations
--- ---
Applicable Not<br> applicable
--- --- --- ---
5. Equity in structured entities not included in the consolidated financial statement
--- ---

Description on the structured main body that is not included in the combined financial statement:

Applicable Not<br> applicable
6. Others
--- ---
Applicable Not<br> applicable
--- --- --- ---
XI. Governmental Subsidy
--- ---
1. Governmental subsidy recognized as receivables at the end of the reporting period
--- ---
Applicable Not<br> applicable
--- --- --- ---

Reasons for not receiving the expected amounts of governmental subsidy at estimated time

Applicable Not<br> applicable
– 660 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
2. Liabilities related to governmental subsidies
--- ---
Applicable Not<br> applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Item Opening<br><br> balance Newly<br><br> increased<br> subsidy<br> amount in<br> current period Amount<br> of<br> non-operating<br> income<br> included in<br> current period Transferred<br><br> to other<br> comprehensive<br> income in<br> the current<br> period Other<br><br> changes in<br> current period Closing<br><br> balance Related<br> to<br> assets/income
Deferred<br> income 99,470,899.92 6,714,673.62 92,756,226.30 Asset-related
Total 99,470,899.92 6,714,673.62 92,756,226.30 /
3. Governmental subsidies recognized in the current profit and loss
--- ---
Applicable Not<br> applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Types Amount of<br> current period Amount of<br> last period
Income-related 40,976,517.20 69,402,691.77
Asset-related 6,714,673.62 5,151,850.50
Total 47,691,190.82 74,554,542.27

Other notes:

Major governmental subsidy information as follows:

Unit:Yuan Currency: RMB

Items Recorded<br> in other<br> comprehensive<br><br> income for<br> the year Related to<br> assets/income
Supply subsidies 16,312,911.92 Income-related
Reward subsidies 8,599,652.00 Income-related
Enterprise support subsidies 6,662,605.60 Income-related
Employment and skill subsidies 3,261,186.34 Income-related

XII. Risks Related to Financial Instruments
1. Risks of financial instruments
--- ---
Applicable Not<br> applicable
--- --- --- ---
– 661 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Classificationof financial instruments

The Group’s main financial instruments include cash and cash equivalents, accounts receivable, other receivables, trading financial assets, non-current assets due within one year, long-term receivables, other non-current financial assets, accounts payable, other payables, short-term borrowings, non-current liabilities due within one year, long-term borrowings, lease liabilities, other non-current liabilities. Details of the financial instruments are disclosed in the relevant notes. The risks associated with these financial instruments and the risk management policies adopted by the Group to mitigate these risks are described below. The Management of the Group manages and monitors these risk exposures to ensure that the risks are kept within limits. The book values of various financial instruments on the balance sheet date are as follows:

Financialassets as of June 30, 2024

Unit:Yuan Currency: RMB

Items Financial assets<br> measured at<br><br> fair value<br> with changes<br> included in<br> current profits<br> and losses Financial assets<br> measured at<br><br> amortized costs Total
Monetary funds 5,060,367,277.43 5,060,367,277.43
Trading financial assets 2,709,808,027.29 2,709,808,027.29
Account receivable 340,365,769.57 340,365,769.57
Other receivables 499,763,124.04 499,763,124.04
Non-current assets due within one year 39,294,201.28 39,294,201.28
Long-term receivables 246,002,092.19 246,002,092.19
Other non-current financial assets 3,302,565,585.85 3,302,565,585.85
Total 6,012,373,613.14 6,185,792,464.51 12,198,166,077.65

Financialassets as of December 31, 2023

Unit:Yuan Currency: RMB

Items Financial assets<br> measured at<br><br> fair value<br> with changes<br> included in<br> current profits<br> and losses Financial assets<br> measured at<br><br> amortized costs Total
Monetary funds 5,839,069,618.08 5,839,069,618.08
Loans and advances 557,908,591.96 557,908,591.96
Trading financial assets 735,971,777.07 735,971,777.07
Factoring receivable 68,688,964.38 68,688,964.38
Account receivable 421,742,480.93 421,742,480.93
Other receivables 563,971,664.48 563,971,664.48
Non-current assets due within one year 49,380,092.40 49,380,092.40
Long-term receivables 227,393,410.57 227,393,410.57
Other non-current financial assets 3,651,480,119.24 3,651,480,119.24
Total 4,387,451,896.31 7,728,154,822.80 12,115,606,719.11
– 662 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Financialliabilities

Unit:Yuan Currency: RMB

Items Financial assets<br> measured at<br><br> amortized cost<br> as of June 30,<br> 2024. Financial assets<br> measured at<br><br> amortized cost<br> as of<br> December 31,<br> 2023.
Short-term loans 4,400,540,277.78 5,130,220,089.04
Accounts payable 7,572,133,519.53 9,816,260,354.84
Other payables 638,664,929.11 742,716,158.13
Non-current liabilities due within one year 2,194,490,015.37 1,792,351,864.19
Long-term borrowings 349,889,789.58
Lease liabilities 19,211,152,552.49 20,781,462,184.01
Other non-current liabilities 46,977,316.08 46,931,643.83
Total 34,063,958,610.36 38,659,832,083.62

Risksof financial instruments

The Group faces various risks related to financial instruments in its day-to-day activities, including credit risk, liquidity risk, and market risk. An overview of the risk management policies of the Group regarding these risks is as follows.

The Board of Directors is responsible for establishing the risk management framework for the Group, formulating risk management policies and guidelines, and overseeing the implementation of risk management measures. The Group has established risk management policies to identify and analyze the risks it faces. These risk management policies provide specific guidelines for managing various aspects of risk, including market risk, credit risk, and liquidity risk. The Group periodically assesses the market environment and changes in its business activities to determine whether updates are required for the risk management policies and systems. The risk management for the Group is conducted by the Risk Management Committee in accordance with the policies approved by the Board of Directors. The Risk Management Committee identifies, evaluates, and mitigates relevant risks through close cooperation with other business departments within the Group. The Group’s internal audit department conducts regular audits of risk management controls and procedures, and reports the audit findings to the Group’s Audit Committee.

The Group diversifies its investment and business portfolio appropriately to mitigate financial instrument risks. It also reduces risks concentrated in a single industry, specific geographical area, or specific counterparties by developing corresponding risk management policies.

Creditrisk

The Group only trades with recognized third party with good reputation. According to the Group’s policy, credit checks are conducted on all customers who request credit transactions. Furthermore, the Group continuously monitors the balance of accounts receivable to ensure it does not face significant bad debt risks. For transactions not settled in the functional currency of the relevant operating unit, the Group does not provide credit terms unless specifically approved by the Group’s credit control department.

As the counterparties for cash and fund product transactions are reputable banks with high credit ratings, the credit risk associated with these financial instruments is low.

The Group’s other financial assets include debt investments, accounts receivable, other receivables, and long-term receivables. The credit risk of these financial assets arises from the default of counterparties, and the maximum exposure to risk is equal to the carrying value of these instruments.

– 663 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

The maximum credit risk exposure to the Group on each balance sheet date is the total amount receivable from customers, net of impairment allowances.

Since the Group only trades with recognized and reputable third parties, no collateral is required. Credit risk concentrations are managed based on customers/counterparties, geographical areas, and industries. As of June 30, 2024, the Group has exposed to concentration of specific credit risk, where 29.69% (December 31, 2023: 32.64%) of the Group’s accounts receivable is attributable to the five largest customers with the highest balances.

Criteria for determining a significant increase in credit risk

The Group assesses on each balance sheet date whether there has been a significant increase in credit risk of the relevant financial instruments since initial recognition. When determining whether there is a significant increase in credit risk after initial recognition, the Group considers obtaining reasonable and supportable information without incurring unnecessary additional costs or efforts. This includes qualitative and quantitative analysis based on the Group’s historical data, external credit risk ratings, and forward-looking information. Based on a single financial instrument or a combination of financial instruments with similar credit risk characteristics, the Group compares the default risk of financial instruments on the balance sheet date with the default risk on the initial recognition date to determine the change of the default risk of financial instruments during the expected duration of the financial instruments.

When the following qualitative criteria are triggered, the Group considers that there has been a significant increase in credit risk for financial instruments:

· The<br> qualitative criteria primarily include significant adverse changes in the debtor’s<br> business or financial condition

and the occurrence of credit-impaired assets on the watchlist.

To determine if credit impairment has occurred, the Group applies criteria consistent with its internal credit risk management objectives, considering both quantitative and qualitative indicators. The Group considers the following factors primarily when assessing whether a debtor has incurred credit impairment:

(1) The<br> issuer or debtor experiences significant financial difficulties.
(2) The<br> debtor breaches any of the contractual stipulations, for example, fails to pay or delays<br> the payment of interests or the principal, etc.;
--- ---
(3) The<br> creditor, due to economic or contractual considerations relating to the debtor’s financial<br> difficulties, grants the debtor concessions that would not otherwise be made;
--- ---
(4) The<br> debtor is likely to become bankrupt or carry out other financial reorganizations;
--- ---
(5) The<br> financial difficulties of the issuer or the debtor cause the disappearance of active market<br> for the financial asset;
--- ---
(6) For<br> a financial asset that has been purchased at a substantial discount or an original financial<br> asset, the discount has reflected the fact that a credit loss has occurred.
--- ---

Credit impairment of financial instrument may be caused by the joint action of multiple events, instead of an individually identifiable event.

– 664 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Liquidityrisk

The Group’s objective is to maintain a balance between the continuity and flexibility of financing by utilizing various financing methods. The Group generates funds for operating financing through operations and borrowings.

The maturity period of financial liabilities based on non-discounted contractual cash flows is analyzed as follows:

June30, 2024

Unit:Yuan Currency: RMB

Items Within 1 year 1-5 years Over 5 years Total
Short-term loans 4,416,148,888.89 4,416,148,888.89
Accounts payable 7,572,133,519.53 7,572,133,519.53
Other payables 638,664,929.11 638,664,929.11
Non-current liabilities due within one year 3,105,511,095.17 3,105,511,095.17
Lease liabilities 10,658,713,831.21 13,979,149,512.43 24,637,863,343.64
Other non-current liabilities 51,108,661.57 51,108,661.57
Total 15,732,458,432.70 10,709,822,492.78 13,979,149,512.43 40,421,430,437.91

December31, 2023

Unit:Yuan Currency: RMB

Items Within 1 year 1-5 years Over 5 years Total
Short-term loans 5,167,567,595.15 5,167,567,595.15
Accounts payable 9,816,260,354.84 9,816,260,354.84
Other payables 742,716,158.13 742,716,158.13
Non-current liabilities due within one year 3,106,586,868.31 3,106,586,868.31
Long-term borrowings 11,870,864.58 352,370,268.75 364,241,133.33
Lease liabilities 11,895,367,512.33 17,064,177,174.51 28,959,544,686.84
Other non-current liabilities 53,149,100.00 53,149,100.00
Total 18,845,001,841.01 12,300,886,881.08 17,064,177,174.51 48,210,065,896.60

Marketrisk

Interest rate risks

The Group’s bank borrowings are fixed-rate, so the Group does not face the risk of market interest rate fluctuations.

Exchange rate risk

The Group is exposed to transactional currency risk. Such risks are caused by sales or purchases made by business units in currencies other than their functional currencies. The Group focuses its main business throughout China, which are settled in RMB. Therefore, the Group faces a low risk of currency fluctuations.

Equity instrument investment price risk

The equity instrument investment price risk refers to the risk of a decrease in the fair value of equity securities due to changes in stock index levels and individual security values. As of June 30, 2024, the Group has exposed to equity instrument investment price risk due to certain individual equity instrument investments classified at fair value through profit or loss and whose changes are recognized in the current period.

– 665 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

The following table demonstrates the sensitivity of the Group’s net profit and other comprehensive income after tax to a 5% change in the fair value of equity instrument investments (based on the carrying value on the balance sheet date), assuming all other variables remain constant.

June 30, 2024
Increase/ Increase/
Carrying value (Decrease) (Decrease)
of equity Increase/ in other in total
instrument (Decrease) in comprehensive shareholders’
Items investments net profit income after tax equity
USA-equity<br> instrument investments  measured at fair value with  changes in fair value recognized in profit or loss 348,110,366.74 17,405,518.34/<br><br> -17,405,518.34 17,405,518.34/<br><br> -17,405,518.34
December 31, 2023
--- --- --- --- ---
Increase/ Increase/
Carrying value (Decrease) (Decrease)
of equity Increase/ in other in total
instrument (Decrease) in comprehensive shareholders’
Items investments net profit income after tax equity
USA-equity<br> instrument investments measured at fair value with changes in fair value recognized  in profit or loss 388,932,227.74 19,446,611.39/<br><br> -19,446,611.39 19,446,611.39/<br><br> -19,446,611.39

Capital management

The Group’s primary objective of capital management is to ensure the Group’s ability to continue as a going concern and maintain healthy capital ratios to support business development and maximize shareholder value.

The Group manages its capital structure and makes adjustments based on the economic situation and changes in the risk characteristics of the relevant assets. To maintain or adjust the capital structure, the Group may adjust the distribution of profits to shareholders, return capital to shareholders, or issue new shares. Capital management objectives, policies, or procedures have not changed for the year 2024 and 2023.

The Group manages capital using the debt-to-equity ratio, which has been 87.06% as of June 30, 2024 (December 31, 2023: 88.6%), which the Group’s management believes that it is in line with its capital management requirements.

2. Hedging
(1) The Company is engaged in hedging activities for risk management
--- ---
Applicable Not<br> applicable
--- --- --- ---

Other disclosures

Applicable Not<br> applicable
(2) The Company is engaged in qualifying hedging activities and applies hedge accounting.
--- ---
Applicable Not<br> applicable
--- --- --- ---
– 666 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Other disclosures

Applicable Not<br> applicable
(3) The Company is engaged in hedging activities for risk management and expects to achieve risk management objectives but does not apply hedge accounting.
--- ---
Applicable Not<br> applicable
--- --- --- ---

Other disclosures

Applicable Not<br> applicable
3. Financial asset transfers
--- ---
(1) Classification of transfer methods
--- ---
Applicable Not<br> applicable
--- --- --- ---
(2) Financial assets derecognized due to transfer
--- ---
Applicable Not<br> applicable
--- --- --- ---
(3) Financial assets still involved in the transfer
--- ---
Applicable Not<br> applicable
--- --- --- ---

Other disclosures

Applicable Not<br> applicable
XIII. Fair Value Disclosures
--- ---
1. Closing fair value of assets and liabilities measured at fair value
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Closing fair value
Primary Secondary Tertiary
fair value fair value fair value
Items calculation calculation calculation Total
I.<br> Continuous fair value calculation
(I)<br> Trading financial assets 855,878,482.46 1,505,819,178.09 348,110,366.74 2,709,808,027.29
1.<br> Financial assets measured at fair value and booked into current profits and losses 855,878,482.46 1,505,819,178.09 348,110,366.74 2,709,808,027.29
(1)<br> Debt instrument investment
(2)<br> Equity instrument investment 348,110,366.74 348,110,366.74
(3)<br> Fund products 855,878,482.46 855,878,482.46
(4)<br> Structured deposits 1,505,819,178.09 1,505,819,178.09
– 667 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Closing fair value
--- --- --- --- ---
Primary Secondary Tertiary
fair value fair value fair value
Items calculation calculation calculation Total
2.<br> Financial assets that are specified to be measured at fair value and whose changes are booked into current profits and losses
(1)<br> Debt instrument investment
(2)<br> Equity instrument  investment
(II)<br> Other creditors’ investments
(III)<br> Investment in other equity instruments
(IV)<br> Investment properties
1.<br> The right to use land for lease
2.<br> Buildings for lease
3.<br> Land use right held and transferred after preparation for increment
(V)<br> Biological assets
1.<br> Consumable biological assets
2.<br> Productive biological assets
(VI)<br> Other non-current financial assets 3,302,565,585.85 3,302,565,585.85
Total<br> assets measured at fair value continuously 855,878,482.46 1,505,819,178.09 3,650,675,952.59 6,012,373,613.14

The Group recognizes the transfer between levels based on the occurrence date of the events that cause the transfer between levels.

For financial instruments traded in active markets, the Group determines their fair value based on their quoted market prices. For financial instruments that are not traded in active markets, the Group uses valuation techniques to determine their fair value, and the valuation model used is the market approach model.

The Financial Department of the Group is led by the Financial Manager and is responsible for formulating policies and procedures for fair value measurement of financial instruments. The financial manager reports directly to the Chief Financial Officer and the Audit Committee. On each balance sheet date, the financial department analyzes the value changes of financial instruments and determines the main input values applicable to the valuation. The valuation must be reviewed and approved by the Chief Financial Officer. The valuation process and results are discussed with the Audit Committee annually for the purpose of mid-term and annual financial reporting.

Fair value refers to the amount at which both parties to a transaction who are familiar with the condition exchange their assets or clear off their debts under fair conditions instead of the amount induced by forced selling or liquidation. The following methods and assumptions are used to estimate the fair values. Long-term receivables, long and short-term borrowings, etc., are valued at fair value using the discounted cash flow method, using the market yield of other financial instruments with similar contractual terms, credit risks, and remaining maturities as the discount rate. On June 30, 2024, the Group assessed the self-non-compliance risk of borrowings, both long-term and short-term, as not significant.

– 668 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Listed equity instrument investments are valued at market quotations. Non-listed equity instruments are measured at fair value using market approach, based on unobservable market prices or rates assumptions. The Group determines comparable listed companies based on industry, scale, leverage, and strategy, and calculates appropriate market multiples, such as price-earnings multiples, for each selected comparable listed company. Adjustments are made by giving consideration to specific facts and circumstances of the entity, including liquidity and scale differences with the comparable listed companies. The Group believes that the fair value and its changes estimated using valuation techniques are reasonable and represent the most appropriate values as of the balance sheet date.

2. Basis for determination of market price for measurement of fair value of the first level on an ongoing concern or not
Applicable Not<br> applicable
--- --- --- ---
3. For continuous and discontinuous secondary fair value calculating projects, adopt the valuation technique and the qualitative and quantitative information of important parameters
--- ---
Applicable Not<br> applicable
--- --- --- ---

The trading financial assets held by the Group are financial products without active market quotations. Their fair value is determined based on factors such as the type of financial product, credit rating, historical experience information, and expected yield by contract.

4. For continuous and discontinuous tertiary fair value calculating projects, adopt the valuation technique and the qualitative and quantitative information of important parameters
Applicable Not<br> applicable
--- --- --- ---
Equity instrument investment Fair value at end of year Valuation techniques Unobservable Inputs Range interval (weighted average)
--- --- --- --- ---
Dalian<br> Wanda Commercial Management Group Co., Ltd. June<br> 30, 2024: 3,297,681,281.00 Market<br> approach Price-to-book<br> ratio, liquidity discount Lower<br> price-to-book  ratio, higher  liquidity discount, lower fair value
December<br> 31, 2023: 3,646,595,814.39 Market<br> approach Price-earnings<br> ratio, liquidity discount Lower<br> price-earnings  ratio, higher liquidity discount, and lower fair value
Advantage<br> Solutions Inc. June<br> 30, 2024: 348,110,366.74 Market<br> approach Marketability<br> Discount Higher<br> liquidity discount, lower fair  value
December<br> 31, 2023: 388,932,227.74 Market<br> approach Marketability  Discount Higher<br> liquidity  discount, lower fair value
Fujian<br> Lianchuang Zhiye  Construction Engineering  Co., Ltd. June<br> 30, 2024: 4,884,304.85 Market<br> approach Price-to-book<br> ratio Lower<br> price-to-book  ratio, lower fair  value
December<br> 31, 2023: 4,884,304.85 Market<br> approach Price-to-book<br> ratio Lower<br> price-to-book ratio, lower fair value
– 669 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
5. Continuous tertiary fair value calculating projects, adjustment information among book values at term start and term end as well as sensitivity analysis on unobserved parameters
--- ---
Applicable Not<br> applicable
--- --- --- ---
Opening<br><br> balance Other changes Transferred-<br><br> out from<br><br> level 3 Current gains<br><br> or losses are<br><br> recognized in<br><br> profit or loss Closing balance Changes in<br><br> unrealized gains<br><br> or losses on<br><br> assets held at<br><br> the end of the<br><br> year that are<br><br> recognized in<br><br> profit or loss
--- --- --- --- --- --- ---
Equity<br> instrument investment 388,932,227.74 -40,821,861.00 348,110,366.74 -40,821,861.00
Other<br> non-current financial assets 3,651,480,119.24 -348,914,533.39 3,302,565,585.85
Total 4,040,412,346.98 -348,914,533.39 -40,821,861.00 3,650,675,952.59 -40,821,861.00
6. For continuous fair value calculating items, the transfer reasons and the policy of determining the transfer time point shall be described if transferring occurs among levels in the term
--- ---
Applicable Not<br> applicable
--- --- --- ---
7. Estimate technology change occurred in the current year and change reasons
--- ---
Applicable Not<br> applicable
--- --- --- ---
8. Financial asset not measured in fair value and fair value of financial liabilities
--- ---
Applicable Not<br> applicable
--- --- --- ---
Carrying value Fair value
--- --- ---
Financial liabilities
Non-current liabilities due within one year 350,086,641.67 348,867,651.20

The Management has assessed cash and cash equivalents, loans and advances, accounts receivable financing, accounts receivable, and accounts payable, among others, and determined that due to their short remaining terms, their fair values are approximately equal to their carrying amounts.

Fair value refers to the amount at which both parties to a transaction who are familiar with the condition exchange their assets or clear off their debts under fair conditions instead of the amount induced by forced selling or liquidation. The following methods and assumptions are used to estimate the fair values.

Long-term receivables, long and short-term borrowings, etc., are valued at fair value using the discounted cash flow method, using the market yield of other financial instruments with similar contractual terms, credit risks, and remaining maturities as the discount rate. On December 31, 2023, the Group assessed the self-non-compliance risk of borrowings, both long-term and short-term, as not significant.

9. Others
Applicable Not<br> applicable
--- --- --- ---
– 670 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
XIV. Affiliated Parties and Affiliated Transactions
--- ---
1. Parent company of the Company
--- ---
Applicable Not<br> applicable
--- --- --- ---
2. Subsidiaries of the Company
--- ---

For details on the Company’s subsidiaries, please refer to the notes

Applicable Not<br> applicable

For details of subsidiaries, please refer to Section X.1. Equity in subsidiaries.

3. Cooperative enterprises and joint ventures of the Company

See Note for significant cooperative enterprises and joint ventures of the Company

Applicable Not<br> applicable

For details of important cooperative enterprises and joint venture, please refer to section X, 3, Equities in Cooperative Enterprises and Joint Venture

The information of other cooperative enterprises and joint ventures that have related-party transaction with the Company in this term, or had related-party transaction with the Company at earlier term and have formed balances

Applicable Not<br> applicable
Names of cooperative enterprises and joint ventures Relation to the Company
--- ---
Yonghui<br> Fresh Food Development Co., Ltd. The<br> Group’s shareholding ratio of 32.33%
Yonghui<br> Yunjin Technology Co., Ltd. The<br> Group holds a 35.00% stake in the subsidiary.
Zhongbai<br> Holdings Group Co., Ltd. The<br> Group’s shareholding ratio of 9.85%
Fujian<br> OneBank Limited The<br> Group’s shareholding ratio of 29.80%
Chengdu<br> Hongqi Chain Co., Ltd. The<br> Group’s shareholding ratio of 21.00%
Xiangcun<br> Gaokao Agricultural Co., Ltd. The<br> Group’s shareholding ratio of 20.00%
Fuzhou<br> Yijiu San San Bean Products Co., Ltd. The<br> Group’s shareholding ratio of 42.00%
Beijing<br> Friendship Messenger Trading Co., Ltd. The<br> Group’s shareholding ratio of 30.00%
Fujian<br> Minwei Industrial Co., Ltd. The<br> Group’s shareholding ratio of 17.59%
Fujian<br> Xingyuan Agricultural and Animal Husbandry Technology Co., Ltd. The<br> Group’s shareholding ratio of 20.00%
Sichuan<br> Yongchuang Yaohui Supply Chain Management Co., Ltd. The<br> Group’s shareholding ratio of 40.00%
1233<br> International Supply Chain Management Co., Ltd. The<br> Group’s shareholding ratio of 40.00%
Yunda<br> Online (Shenzhen) Technology Development Co., Ltd. The<br> Group’s shareholding ratio of 15.53%
Shanghai<br> Xuanhui Business Service Technology Co., Ltd. The<br> Group’s shareholding ratio of 9.32%
– 671 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Other disclosures

Applicable Not<br> applicable
4. Other affiliated parties
--- ---
Applicable Not<br> applicable
--- --- --- ---
Name of other affiliated parties Relationship of other affiliated parties with the Company
--- ---
Tencent<br> Technology (Shenzhen) Co., Ltd Related<br> company of shareholder Linzhi Tencent Technology Co., Ltd., holding 5.27% equity of the  Company
Tencent<br> Cloud Computing (Beijing) Co., Ltd. Related<br> company of shareholder Linzhi Tencent Technology Co., Ltd., holding 5.27% equity of the Company
Shenzhen<br> Tencent Computer System Co., Ltd. Related<br> company of shareholder Linzhi Tencent Technology Co., Ltd., holding 5.27% equity of the Company
Songyuan<br> Rongtong Real Estate Development Co., Ltd. Minority<br> shareholder of the Company’s sub-subsidiary
PARKnSHOP<br> (China) Investment Co., Ltd. Minority<br> shareholder of the Company’s subsidiary
Beijing<br> Jingdong Century Trade Co., Ltd. Enterprise<br> holding an 8.11% equity interest in the Company
Beijing<br> Jingdong Century Information Technology Co., Ltd. Entities<br> controlled by the ultimate controlling party of Beijing Jingdong Century Trading Co., Ltd. and Suqian Hanbang  Investment<br> Management Co., Ltd., which together hold a total of 13.21% equity in the Company
Jiangsu<br> Jingdong Information Technology Co., Ltd. Entities<br> controlled by the ultimate controlling party of Beijing Jingdong Century Trading Co., Ltd. and Suqian Hanbang Investment Management<br> Co., Ltd., which together hold a total of 13.21% equity in the Company
Dada<br> Group Limited Entities<br> controlled by the ultimate controlling party of Beijing Jingdong Century Trading Co., Ltd. and Suqian Hanbang Investment Management<br> Co., Ltd., which together hold a total of 13.21% equity in the Company
Fujian<br> Xuanhui Real Estate Development Co., Ltd. Companies<br> controlled by Zhang Xuansong, a natural person holding 8.72% equity interest in the Company
Fuzhou<br> Xuanhui Property Development Co., Ltd. Companies<br> controlled by Zhang Xuansong, a natural person holding 8.72% equity interest in the Company
– 672 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Name of other affiliated parties Relationship of other affiliated parties with the Company
--- ---
Sanming<br> Xuanhui Property Development Co., Ltd. Companies<br> controlled by Zhang Xuansong, a natural person holding 8.72% equity interest in the Company
Yonghui<br> (Pucheng) Real Estate Development Co., Ltd. Companies<br> controlled by Zhang Xuansong, a natural person holding 8.72% equity interest in the Company
Fujian<br> Lingyu Jinhua Brand Management Co., Ltd. Original<br> cooperative enterprise of the Company
Origin<br> Country Network Technology (Shanghai) Co., Ltd. Original<br> cooperative enterprise of the Company
Fujian<br> Lianchuang Zhiye Construction Engineering Co., Ltd. Companies<br> in which the Company holds a 15% equity interest
Directors,<br> Supervisors, Chief Financial Officer, and Board Secretary Key<br> Management Staff
Zhang<br> Xuansong Natural<br> person holding an 8.72% equity interest in the Company
5. Affiliated transactions
--- ---
(1). Related transactions for purchasing and selling commodities and providing and accepting labor service
--- ---

Table for goods procurement/labor service acceptance

Applicable Not<br> applicable
Unit: Yuan Currency: RMB
--- --- --- ---
Affiliated parties Content of related transaction Amount of<br><br> current period Amount of<br><br> last period
Yonghui<br> Fresh Food Development Co., Ltd. and its subsidiaries Commodity purchase 463,510,123.48 733,580,585.67
Beijing<br> Friendship Messenger Trading Co., Ltd. Commodity purchase 362,183,030.12 307,843,225.89
Sichuan<br> Yongchuang Yaohui Supply Chain  Management Co., Ltd. Commodity purchase 245,161,150.21 180,928,778.86
1233<br> International Supply Chain Management Co., Ltd. and its subsidiaries Commodity purchase 434,352,578.47 496,006,867.85
Xiangcun<br> Gaoke Agricultural Co., Ltd. and its subsidiaries Commodity purchase 3,704,000.35
Fuzhou<br> Yijiu San San Bean Products Co., Ltd. and its subsidiaries Commodity purchase 6,997.83
Fujian<br> Xingyuan Agriculture and Animal Husbandry Technology Co., Ltd. and its subsidiaries Commodity purchase 14,738,401.52 18,211,966.51
Fujian<br> Lingyu Jinhua Brand Management Co., Ltd. and its subsidiaries Commodity purchase 7,471,015.84
– 673 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Affiliated parties Content of related transaction Amount of current period Amount of last period
--- --- --- ---
Beijing<br> Jingdong Century Trade Co., Ltd. Commodity<br> purchase 80,089,699.33 47,300,407.38
Fujian<br> Minwei Industrial Co., Ltd. Commodity<br> purchase 35,124.96 94,253.03
Dada<br> Group Limited and its subsidiaries Labor<br> service acceptance 150,070,067.67 219,407,022.42
Tencent<br> Cloud Computing (Beijing) Co., Ltd. Labor<br> service acceptance 4,557,169.83 5,622,211.00
Yonghui<br> Fresh Food Development Co., Ltd. and its subsidiaries Labor<br> service acceptance 3,644,824.25 31,647.89
Fujian<br> Lingyu Jinhua Brand Management Co., Ltd. and its subsidiaries Labor<br> service acceptance 15,844,626.82
Yunda<br> Online (Shenzhen) Technology Development Co., Ltd. and its subsidiaries Labor<br> service acceptance 72,615,430.85 66,989,588.97
Shanghai<br> Xuanhui Business Service Technology Co., Ltd. Labor<br> service acceptance 38,806,621.80 80,331,785.76
Sichuan<br> Yongchuang Yaohui Supply Chain Management Co., Ltd. Labor<br> service acceptance 226,140.37
1233<br> International Supply Chain Management Co., Ltd. and its subsidiaries Labor<br> service acceptance 6,770,362.48 8,279,235.31
Chengdu<br> Hongqi Chain Co., Ltd. Labor<br> service acceptance 110,745.21
Fujian<br> Xuanhui Real Estate Development Co., Ltd. Labor<br> service acceptance 1,215,707.27
Yonghui<br> (Pucheng) Real Estate Development Co., Ltd. Labor<br> service acceptance 777,236.50
Shenzhen<br> Tencent Computer System Co., Ltd. Labor<br> service acceptance 797,020.93
Fujian<br> Lianchuang Zhiye Construction Engineering Co., Ltd. Labor<br> service acceptance 750,843.59
Beijing<br> Jingdong Century Information Technology Co., Ltd. Labor<br> service acceptance 374,355.53
PARKnSHOP<br> (China) Investment Co., Ltd. Usage<br> fee for funds 1,107,512.42 1,519,033.70
Tencent<br> Cloud Computing (Beijing) Co., Ltd. Procurement<br> of assets 5,445,769.70
Yonghui<br> Fresh Food Development Co., Ltd. and its subsidiaries Procurement<br> of assets 28,539.18 628,664.57
Fujian<br> Lianchuang Zhiye Construction Engineering Co., Ltd. Procurement<br> of assets 37,882.12
– 674 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Table for goods sale/labor service rendering

Applicable Not<br> applicable
Unit: Yuan Currency: RMB
--- --- --- ---
Affiliated parties Content of related transaction Amount of<br><br> current period Amount of last<br><br> period
Yonghui<br> Fresh Food Development Co., Ltd. and its subsidiaries Sales of goods 29,182,846.19 36,219,540.62
Zhongbai<br> Holdings Group Co., Ltd. and its subsidiaries Sales of goods 529,200.40 599,676.35
1233<br> International Supply Chain Management  Co., Ltd. and its subsidiaries Sales of goods 5,224,591.89 885,118.70
Beijing<br> JD Century Trading Co., Ltd. and its subsidiaries Sales of goods 1,510,665.14 51,336,794.78
Yonghui<br> Fresh Food Development Co., Ltd. and its subsidiaries Provision of labor services 1,702,373.35 6,469,633.53
1233<br> International Supply Chain Management  Co., Ltd. and its subsidiaries Provision of labor services 3,264,671.48 6,027,312.07
Sichuan<br> Yongchuang Yaohui Supply Chain  Management Co., Ltd. Provision of labor services 37,735.85 40,371.70
Fujian<br> Lianchuang Zhiye Construction Engineering Co., Ltd. Provision of labor services 14,150.94
Shanghai<br> Xuanhui Business Service Technology Co., Ltd. Provision of labor services 106,132.08 70,754.72
Fuzhou<br> Yijiu San San Bean Products Co., Ltd. and its subsidiaries Provision of labor services 4,575.07
Xiangcun<br> Gaoke Agricultural Co., Ltd. and its subsidiaries Provision of labor services 10,188.68
Fujian<br> Lingyu Jinhua Brand Management  Co., Ltd. and its subsidiaries Provision of labor services 223,290.11
Fujian<br> Xingyuan Agriculture and Animal Husbandry Technology Co., Ltd. and its subsidiaries Provision of labor services 31,698.11 28,679.30
Tencent<br> Technology (Shenzhen) Co., Ltd Provision of labor  services 1,596.82
Fujian<br> OneBank Limited Provision of labor services 618,236.97
Beijing<br> Friendship Messenger Trading Co., Ltd. Provision of labor services 115,302.16 108,018.87
Fujian<br> OneBank Limited Interest income 2,790,353.03 11,129,694.80
Fujian<br> Minwei Industrial  Co., Ltd. and its  subsidiaries Interest income 931,572.97
Fujian<br> Xingyuan Agricultural and Animal Husbandry Technology  Co., Ltd. Interest income 1,227,526.38
– 675 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Content<br> of related Amount<br> of Amount<br> of last
--- --- --- --- ---
Affiliated<br> parties transaction current<br> period period
Fuzhou<br> Yijiu San San Bean Products Co., Ltd. and its subsidiaries Interest income 11,106.69

Affiliated transaction description on purchase and sale of goods, supply and labor service acceptance

Applicable Not<br> applicable
(2). Related entrusted management/contracting and mandatory management/outsourcing conditions
--- ---

Table for trustee management and contracting of the Company:

Applicable Not<br> applicable

Description of the condition of affiliated trusteeship/contracting

Applicable Not<br> applicable

Table for entrusting management and contracting-out of the Company:

Applicable Not<br> applicable

Description on affiliated management/contracting condition

Applicable Not<br> applicable
(3). Related lease
--- ---

The Company is the lessor:

Applicable Not<br> applicable
Unit: Yuan Currency: RMB
--- --- --- --- --- ---
Confirmed Confirmed
leasing income leasing income
in current in previous
Name<br> of lessee Type<br> of leased assets period period
Yonghui<br> Fresh Food Development Co., Ltd. and its subsidiaries Warehouse<br> leasing 10,369,460.28 10,966,106.06
Yonghui<br> Yunjin Technology Co., Ltd. Office<br> land – Chongqing Xuanhui Real Estate Company 52,998.51
1233<br> International Supply Chain Management Co., Ltd. and its subsidiaries Warehouse<br> leasing 205,605.40
1233<br> International Supply Chain Management Co., Ltd. and its subsidiaries Commercial<br> land – Fuzhou MIXC 2,128,974.45
Fujian<br> Lingyu Jinhua Brand Management Co., Ltd. and its subsidiaries Commercial<br> land – Chongqing Xuanhui Real Estate Company 380,462.25
– 676 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

The Company as the Leasee:

Applicable Not<br> applicable
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- --- --- --- ---
Simplified<br> rental fees for Variable<br> lease payments not
short-term leases and low-value included<br> in the measurement of Interest<br> expense on lease
asset leases (if applicable) lease liabilities (if applicable) Rent paid liabilities assumed Increased<br> right-of-use assets
Amount<br> of Amount<br> of Amount<br> of Amount<br> of Amount<br> of Amount<br> of Amount of Amount of Amount<br> of Amount<br> of
Name<br> of Lessor Type<br> of leased assets current<br> period last<br> period current<br> period last<br> period current<br> period last<br> period current<br> period last<br> period current<br> period last<br> period
Yonghui<br> (Pucheng) Real Estate Development Co., Ltd. Commercial<br> land – Pucheng Xinghua Store 1,411,739.92 1,344,659.40 480,074.74 519,835.51
Zhang<br> Xuansong Commercial<br> land – Daru Shijia Store / 2,978,952.68 / 584,115.86
Zhang<br> Xuansong Office<br> building – Zuohai Office Building 1,683,251.43 1,683,251.43 153,488.55 19,385.99 15,484,756.27 3,330,930.47
Fuzhou<br> Xuanhui Property Development Co., Ltd. Commercial<br> land – Fuzhou Minhou Nantong Branch Store 669,317.10 455,662.78 584,194.58 576,442.13
Sanming<br> Xuanhui Property Development Co., Ltd. Commercial<br> land – Yongjia Tiandi Store 730,514.28 365,257.14 470,428.86 461,935.21
Fujian<br> Xuanhui Real Estate Development Co., Ltd. Commercial<br> land and office building – Park Store 2,270,112.76 2,185,161.14 489,090.28 1,249,663.21 33,428.57 6,150,237.91
Fujian<br> Xuanhui Real Estate Development Co., Ltd. Commercial<br> land – Quangang Yongjia Store, Quanzhou 1,099,148.28 1,099,148.28 572,077.27 593,198.63
Yonghui<br> Fresh Food Development Co., Ltd. and its subsidiaries Warehouse<br> Leasing – Beijing Logistics Warehouse 2,587,155.96 2,587,155.96 2,587,155.96 2,587,155.96
Yonghui<br> Fresh Food Development Co., Ltd. and its subsidiaries Warehouse<br> Leasing – Shaanxi Logistics Warehouse 36,628.69 36,628.69
Yonghui<br> Fresh Food Development Co., Ltd. and its subsidiaries Warehouse<br> Leasing – Anhui Logistics Warehouse 220,183.50 220,183.50 146,789.00 11,486.57 844,100.73

Descriptions of affiliated leases condition

Applicable Not<br> applicable
– 677 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(4). Related-party guarantee
--- ---

The Company as the guarantor

Applicable Not<br> applicable

The Company as the guaranteed party

Applicable Not<br> applicable

Description of affiliated guarantee

Applicable Not<br> applicable
(5). Fund inter-bank lending for affiliated parties
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit: Yuan Currency:<br> RMB
--- --- --- --- --- ---
Lending
Affiliated<br> parties amount Starting<br> date Due<br> date Explanation
Borrowings
PARKnSHOP (China)<br> Investment Co., Ltd. 46,250,000.00 May 9, 2023 May 8, 2026 Borrowings
Lending
Affiliated<br> parties amount Starting<br> date Due<br> date Explanation
Lendings
Fuzhou Yijiu San San Bean<br> Products Co., Ltd. and its subsidiaries 259,602.00 January 5, 2024 May 17, 2025 Group borrowings
(a) In<br> the fiscal year 2023, the Group’s subsidiary extended loans to PARKnSHOP (China) Investment<br> Co., Ltd. totaling RMB46,250,000.00, with an interest rate of 4.75% and due on May 8, 2026.<br> The original total loan amount was RMB46,250,000.00, with an interest rate of 4.75% and a<br> start date of May 9, 2019, due on May 8, 2023.
--- ---
(b) In<br> 2024, Fuzhou Yijiu Sansan Bean Products Co., Ltd. and its subsidiaries borrowed a total of<br> RMB259,602.00 from the Group, with an annual interest rate of 4.785%. In 2023, Fuzhou Yijiu<br> Sansan Bean Products Co., Ltd. and its subsidiaries borrowed a total of RMB393,862.51 from<br> the Group, with an annual interest rate of 4.785% -4.875%. The earliest start date is May<br> 11, 2023, and the latest due date is November 27, 2024. The balance of RMB12,167,876.40 will<br> expire on February 24, 2024 at the latest.
--- ---
(6). Assets transferring and debt restructuring of affiliated parties
--- ---
Applicable Not<br> applicable
--- --- --- ---
– 678 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(7). Remuneration for key management personnel
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit:<br> ‘0,000 Yuan Currency: RMB
--- --- --- --- ---
Amount<br> of Amount<br> of
Items current<br> period last<br> period
Remuneration<br> for key management personnel 971.80 1,322.56
(8). Other related transactions
--- ---
Applicable Not<br> applicable
--- --- --- ---
6. Unsettled items related to receivables, payables, and affiliated parties
--- ---
(1). Receivables
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- --- ---
Closing balance Opening balance
Book Bad debt Book Bad debt
Items Affiliated parties balance provision balance provision
Account receivable Dada Group Limited and its subsidiaries 14,766,910.10 147,669.10 34,181,676.55 341,816.77
Account receivable 1233 International Supply Chain Management Co., Ltd. and<br> its subsidiaries 5,526,578.21 55,265.78 898,414.49 8,984.14
Account receivable Zhongbai Holdings Group Co., Ltd. and its subsidiaries 1,518,962.81 15,189.63 1,443,456.91 14,434.57
Account receivable Jiangsu Jingdong Information Technology Co., Ltd. 284,794.41 2,847.94 284,794.41 2,847.94
Account receivable Yunda Online (Shenzhen) Technology Development Co., Ltd.<br> and its subsidiaries 3,836,713.40 38,367.13 4,964,630.51 49,646.31
Account receivable Beijing JD Century Trading Co., Ltd. and its subsidiaries 1,145,222.48 11,452.22 6,014,103.25 60,141.03
Other receivables Fuzhou Yijiu San San Bean Products Co., Ltd. and its subsidiaries 14,081,094.25 14,081,094.25 13,821,492.25 13,821,492.25
Other receivables Yunda Online (Shenzhen) Technology Development Co., Ltd.<br> and its subsidiaries 100,000.00 1,000.00 100,000.00 1,000.00
Other receivables Fujian OneBank Limited 866,128.40 8,661.28
– 679 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Closing balance Opening balance
--- --- --- --- --- --- --- --- --- ---
Book Bad debt Book Bad debt
Items Affiliated parties balance provision balance provision
Other receivables Dada Group Limited and its subsidiaries 25,119.99 251.20 59,547.55 595.48
Other receivables Beijing Jingdong Century Trade Co., Ltd. 100,000.00 1,000.00 100,000.00 1,000.00
Other receivables 1233 International Supply Chain Management Co., Ltd. and<br> its subsidiaries 80,000.00 800.00
Other receivables Shanghai Xuanhui Business Service Technology Co., Ltd.<br> and its subsidiaries 12,963.40 129.63
Other receivables Fujian Lianchuang Zhiye Construction Engineering Co.,<br> Ltd. 1,412,271.74 14,122.72 3,969,595.64 39,695.96
Prepaid accounts Sichuan Yongchuang Yaohui Supply Chain Management Co.,<br> Ltd. 45,254.57 3,451,908.28
Prepaid accounts Beijing Friendship Messenger Trading Co., Ltd. 34,526,826.22 65,514,899.66
Prepaid accounts Beijing JD Century Trading Co., Ltd. and its subsidiaries 13,821,422.50 14,798,339.15
Prepaid accounts Zhang Xuansong 618,685.15
Prepaid accounts Dada Group Limited and its subsidiaries 821,017.72 785,961.95
Prepaid accounts Origin Country Network Technology (Shanghai) Co., Ltd. 27,422.02
Prepaid accounts Shanghai Xuanhui Business Service Technology Co., Ltd. 16,249.99
Prepaid accounts Fuzhou Yijiu San San Bean Products Co., Ltd. and its subsidiaries 11,066.00 11,066.00
Prepaid accounts Shenzhen Tencent Computer System Co., Ltd. 854,716.98
Factoring receivable Fujian Minwei Industrial Co., Ltd. 15,426,841.79 4,628,052.54
Factoring receivable Fujian Xingyuan Agricultural and Animal Husbandry Technology<br> Co., Ltd. 14,108,990.51 8,465,394.31
– 680 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(2). Accounts payable
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- ---
Closing book Opening
Project<br> name Affiliated<br> parties balance book<br> balance
Accounts<br> payable Yonghui<br> Fresh Food Development Co., Ltd. and its subsidiaries 184,768,108.45 229,634,343.19
Accounts<br> payable 1233<br> International Supply Chain Management Co., Ltd. and its subsidiaries 106,340,804.39 122,803,359.27
Accounts<br> payable Xiangcun<br> Gaoke Agricultural Co., Ltd. and its subsidiaries 123,624.48 125,955.03
Accounts<br> payable Fujian<br> Xingyuan Agriculture and Animal Husbandry Technology Co., Ltd. and its subsidiaries 1,061,874.21 1,686,624.04
Accounts<br> payable Dada<br> Group Limited and its subsidiaries 5,556,279.36 14,294,741.03
Accounts<br> payable Fuzhou<br> Yijiu San San Bean Products Co., Ltd. and its subsidiaries 2,376.69 2,376.69
Accounts<br> payable Zhongbai<br> Holdings Group Co., Ltd. and its subsidiaries 127,142.17 105,692.17
Accounts<br> payable Fujian<br> Minwei Industrial Co., Ltd. and its subsidiaries 40,586.73 40,586.73
Accounts<br> payable Origin<br> Country Network Technology (Shanghai) Co., Ltd. 52,775.50
Accounts<br> payable Beijing<br> JD Century Trading Co., Ltd. and its subsidiaries 7,694.03 221,734.15
Other<br> payables Dada<br> Group Limited and its subsidiaries 33,341,458.78 30,723,535.72
Other<br> payables Shanghai<br> Xuanhui Business Service Technology Co., Ltd. and its subsidiaries 10,124,587.83 29,694,435.19
Other<br> payables Yunda<br> Online (Shenzhen) Technology Development Co., Ltd. and its subsidiaries 14,029,846.33 18,188,135.48
Other<br> payables Songyuan<br> Rongtong Real Estate Development Co., Ltd. 1,778,060.52 1,778,060.52
Other<br> payables Zhang<br> Xuansong 1,880,742.05
Other<br> payables Fujian<br> Xuanhui Real Estate Development Co., Ltd. and its subsidiaries 2,364,085.73 1,957,896.72
Other<br> payables Beijing<br> JD Century Trading Co., Ltd. and its subsidiaries 352,488.32 360,465.62
Other<br> payables Fujian<br> Lianchuang Zhiye Construction Engineering Co., Ltd. 3,583,222.42 5,936,687.77
– 681 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Closing book Opening
--- --- --- --- --- ---
Project name Affiliated parties balance book balance
Other payables 1233 International Supply<br> Chain Management Co., Ltd. and its subsidiaries 4,557,182.69 2,453,667.80
Other payables Yonghui Yunjin Technology Co., Ltd.<br> and its subsidiaries 12,086,596.06
Contract liabilities Beijing JD Century Trading Co., Ltd.<br> and its subsidiaries 244,184.92 174,642.44
Contract liabilities Zhongbai Holdings Group Co., Ltd.<br> and its subsidiaries 4,211,475.72 4,199,706.23
Lease liabilities Fujian Xuanhui Real Estate Development<br> Co., Ltd. 43,116,037.94 44,738,883.88
Lease liabilities Zhang Xuansong 33,342,178.29 20,320,479.21
Lease liabilities Fuzhou Xuanhui Property Development<br> Co., Ltd. 24,436,332.68 24,521,455.20
Lease liabilities Yonghui (Pucheng) Real Estate Development<br> Co., Ltd. 19,579,741.55 20,511,406.73
Lease liabilities Sanming Xuanhui Property Development<br> Co., Ltd. 19,634,154.02 19,894,239.44
Other non-current liabilities PARKnSHOP (China) Investment Co.,<br> Ltd. 46,977,316.08 46,931,643.83
(3). Other items
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- ---
Closing book Opening book
Project name Affiliated parties balance balance
Cash deposits and balances Fujian OneBank Limited 300,043,925.36 300,053,572.33
7. Commitment of affiliated parties
--- ---
Applicable Not<br> applicable
--- --- --- ---
8. Others
--- ---
Applicable Not<br> applicable
--- --- --- ---
XV. Share-based Payment
--- ---
1. Various equity instruments
--- ---
Applicable Not<br> applicable
--- --- --- ---

Outstanding stock options or other equity instruments at the end of the period

Applicable Not<br> applicable
2. Condition of equity-settled share-based payment
--- ---
Applicable Not<br> applicable
--- --- --- ---
– 682 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
3. Condition of cash-settled share-based payment
--- ---
Applicable Not<br> applicable
--- --- --- ---
4. Share-based payment expenses for the current period
--- ---
Applicable Not<br> applicable
--- --- --- ---
5. Condition of modification and termination of share-based payment
--- ---
Applicable Not<br> applicable
--- --- --- ---
6. Others
--- ---
Applicable Not<br> applicable
--- --- --- ---
XVI. Commitments and Contingencies
--- ---
1. Major commitments
--- ---
Applicable Not<br> applicable
--- --- --- ---
2. Contingencies
--- ---
(1). Important contingencies existed on the balance sheet date
--- ---
Applicable Not<br> applicable
--- --- --- ---
(2). The descriptions shall be given to significant contingencies which do not require separate disclosure by the Company:
--- ---
Applicable Not<br> applicable
--- --- --- ---
3. Others
--- ---
Applicable Not<br> applicable
--- --- --- ---
XVII. Events Occurring after the Balance Sheet Date
--- ---
1. Important non-adjusting events
--- ---
Applicable Not<br> applicable
--- --- --- ---
2. Profit distributions
--- ---
Applicable Not<br> applicable
--- --- --- ---
3. Sales return
--- ---
Applicable Not<br> applicable
--- --- --- ---
4. Description of other events occurring after the balance sheet date
--- ---
Applicable Not<br> applicable
--- --- --- ---
– 683 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
XVIII. Other Important Matters
--- ---
1. Correction of accounting error at earlier stage
--- ---
(1). Retrospective restatement
--- ---
Applicable Not<br> applicable
--- --- --- ---
(2). Prospective application
--- ---
Applicable Not<br> applicable
--- --- --- ---
2. Major debt restructuring
--- ---
Applicable Not<br> applicable
--- --- --- ---
3. Assets swap
--- ---
(1). Non-monetary assets exchange
--- ---
Applicable Not<br> applicable
--- --- --- ---
(2). Other assets replacements
--- ---
Applicable Not<br> applicable
--- --- --- ---
4. Pension plan
--- ---
Applicable Not<br> applicable
--- --- --- ---
5. Operation termination
--- ---
Applicable Not<br> applicable
--- --- --- ---
6. Segment information
--- ---
(1). Determination basis and accounting policy of reporting division
--- ---
Applicable Not<br> applicable
--- --- --- ---
(2). Financial information of report segments
--- ---
Applicable Not<br> applicable
--- --- --- ---
(3). The Company shall explain the reason if there is no report segment or it can not disclose the total assets and total balance in the report segments.
--- ---
Applicable Not<br> applicable
--- --- --- ---
(4). Other disclosures
--- ---
Applicable Not<br> applicable
--- --- --- ---
7. Other significant transactions and matters having effect on investor’s decision
--- ---
Applicable Not<br> applicable
--- --- --- ---
8. Others
--- ---
Applicable Not<br> applicable
--- --- --- ---
– 684 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
XIX. Notes to Main Items in the Parent Company’s Financial Statements
--- ---
1. Accounts receivable
--- ---
(1). Disclosure by aging
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit:<br> Yuan Currency: RMB
--- --- --- --- ---
Closing<br> book Opening<br> book
Aging balance balance
Within<br> 1 year 26,699,866.70 74,112,527.39
Sub-total<br> within one year 26,699,866.70 74,112,527.39
1-2<br> years 567,124.20 265,984.71
2-3<br> years 303,395.81 728,520.59
Over<br> 3 years 759,574.59 330,998.34
Total 28,329,961.30 75,438,031.03
– 685 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(2). Classified disclosure by bad-debt provision method
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit:<br> Yuan Currency: RMB
--- --- --- --- --- --- --- --- --- --- ---
Closing<br> balance Opening<br> balance
Book<br> balance Bad<br> debt provision Book<br> balance Bad<br> debt provision
Proportion<br> of Proportion<br> of
bad-debt Carrying bad-debt Carrying
Category Amount Ratio Amount provision value Amount Proportion Amount provision value
% (%) (%) (%)
Provision<br> made on a collective basis 28,329,961.30 100.00 2,358,613.08 8.33 25,971,348.22 75,438,031.03 100.00 5,720,723.07 7.58 69,717,307.96
Among<br> which:
Portfolio<br> 1
Accounts<br> receivable from sales 25,967,860.03 91.67 1,663,945.98 6.41 24,303,914.05 73,450,045.37 97.36 5,184,891.32 7.06 68,265,154.05
Supplier<br> service fees and rentals 1,505,506.79 5.31 686,101.16 45.57 819,405.63 1,056,996.54 1.41 526,521.87 49.81 530,474.67
Portfolio<br> 2
Accounts<br> receivable from affiliated parties 856,594.48 3.02 8,565.94 1.00 848,028.54 930,989.12 1.23 9,309.88 1.00 921,679.24
Total 28,329,961.30 / 2,358,613.08 / 25,971,348.22 75,438,031.03 / 5,720,723.07 / 69,717,307.96
– 686 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Provision of bad debts due to specific consideration:

Applicable Not<br> applicable

Provision of bad debts using provision matrix:

Applicable Not<br> applicable

Combined provision items:  Combination 1

Unit:<br> Yuan Currency: RMB
Closing<br> balance
Proportion
Account Bad<br> debt of<br> bad-debt
Name receivable provision provision
(%)
Sub-total<br> within one year 26,246,694.27 1,574,801.71 6.00
1-2<br> years 564,770.20 146,840.25 26.00
2-3<br> years 63,202.20 29,705.03 47.00
Over<br> 3 years 598,700.15 598,700.15 100.00
Total 27,473,366.82 2,350,047.14 8.55

Explanation of the provision for bad debt based on portfolio composition:

Applicable Not<br> applicable

Combined provision items:  Combination 2

Unit:<br> Yuan Currency: RMB
Closing<br> balance
Proportion
Account Bad<br> debt of<br> bad-debt
Name receivable provision provision
(%)
Receivable<br> related parties 856,594.48 8,565.94 1.00
Total 856,594.48 8,565.94 1.00

Explanation of the provision for bad debt based on portfolio composition:

Applicable Not<br> applicable

Please refer to V, 13 for details on accounts receivable

Provision for bad debts based on the general model of expected credit losses

Applicable Not<br> applicable

Basis for stage classification and bad debt provision ratio

None

Description of significant changes in the book balance of accounts receivable due to changes in loss provision in the current period:

Applicable Not<br> applicable
– 687 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(3). Situation of the provision of bad debts
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit:<br> Yuan Currency: RMB
--- --- --- --- --- --- --- --- --- --- ---
Increase<br> and decrease of current period
Provision
Opening Recovered Charge-off Other Closing
Category balance Provision or<br> Reversed or<br> write-off changes balance
Bad-debt<br> provision for accounts receivable 5,720,723.07 3,359,097.37 3,012.62 2,358,613.08
Total 5,720,723.07 3,359,097.37 3,012.62 2,358,613.08

Where the amount of bad debt provision recovered or turned back in the current period is important:

Applicable Not<br> applicable
(4). Receivables actually verified and cancelled in the current period
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- ---
Items Write-off<br> amount
Accounts<br> receivable actually written off 3,012.62

Significant write-off of accounts receivable during the year

Applicable Not<br> applicable

Descriptions for verification and write-off of receivables:

Applicable Not<br> applicable
(5). Accounts receivable and contract assets of the top five ending balances collected by the debtor
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit:<br> Yuan Currency: RMB
--- --- --- --- --- --- --- --- --- ---
Proportion<br> to
the<br> total
Closing closing
balance<br> of balance<br> of
Closing Closing accounts accounts Closing
balance<br> of balance<br> of receivable receivable balance<br> of
accounts contract and<br> contract and<br> contract bad-debt
Unit<br> name receivable assets assets assets provision
(%)
Client<br> I 3,283,344.91 3,283,344.91 11.59 197,000.69
Client<br> II 2,752,978.00 2,752,978.00 9.72 165,178.68
Client<br> III 2,202,411.90 2,202,411.90 7.77 132,144.71
Client<br> IV 1,310,462.97 1,310,462.97 4.63 78,627.78
Client<br> V 1,087,743.54 1,087,743.54 3.84 65,264.61
Total 10,636,941.32 10,636,941.32 37.55 638,216.47
– 688 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Other notes:

Applicable Not<br> applicable
2. Other receivables
--- ---

Itemizedlist

Applicable Not<br> applicable
Unit:<br> Yuan Currency: RMB
--- --- --- --- ---
Items Closing<br> balance Opening<br> balance
Other<br> receivables 9,918,509,928.96 10,036,094,493.61
Total 9,918,509,928.96 10,036,094,493.61

Other notes:

Applicable Not<br> applicable

Interestreceivable

(1). Classification of interest receivable
Applicable Not<br> applicable
--- --- --- ---
(2). Significant overdue interest
--- ---
Applicable Not<br> applicable
--- --- --- ---
(3). Classified disclosure by bad-debt provision method
--- ---
Applicable Not<br> applicable
--- --- --- ---

Provision of bad debts due to specific consideration:

Applicable Not<br> applicable

Explanation for individual bad debt provision:

Applicable Not<br> applicable

Provision of bad debts using provision matrix:

Applicable Not<br> applicable
(4). Provision for bad debts based on the general model of expected credit losses
--- ---
Applicable Not<br> applicable
--- --- --- ---
(5). Situation of the provision of bad debts
--- ---
Applicable Not<br> applicable
--- --- --- ---

Where the amount of bad debt provision recovered or turned back in the current period is important:

Applicable Not<br> applicable
– 689 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(6). Interest on receivables actually written off in the current period
--- ---
Applicable Not<br> applicable
--- --- --- ---

Significant accrued interest write-off situations

Applicable Not<br> applicable

Write-off explanation:

Applicable Not<br> applicable

Other notes:

Applicable Not<br> applicable

Dividendsreceivable

(1). Dividends receivable
Applicable Not<br> applicable
--- --- --- ---
(2). Significant dividend receivable of more than 1 year
--- ---
Applicable Not<br> applicable
--- --- --- ---
(3). Classified disclosure by bad-debt provision method
--- ---
Applicable Not<br> applicable
--- --- --- ---

Provision of bad debts due to specific consideration:

Applicable Not<br> applicable

Explanation for individual bad debt provision:

Applicable Not<br> applicable

Provision of bad debts using provision matrix:

Applicable Not<br> applicable
(4). Provision for bad debts based on the general model of expected credit losses
--- ---
Applicable Not<br> applicable
--- --- --- ---
(5). Situation of the provision of bad debts
--- ---
Applicable Not<br> applicable
--- --- --- ---

Where the amount of bad debt provision recovered or turned back in the current period is important:

Applicable Not<br> applicable
(6). Dividends on receivables actually written off in the current period
--- ---
Applicable Not<br> applicable
--- --- --- ---

Significant accrued dividends write-off situations

Applicable Not<br> applicable
– 690 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Write-off explanation:

Applicable Not<br> applicable

Other notes:

Applicable Not<br> applicable

Otherreceivables

(1). Disclosure by aging
Applicable Not<br> applicable
--- --- --- ---
Unit:<br> Yuan Currency: RMB
--- --- --- --- ---
Closing<br> book Opening<br> book
Aging balance balance
Within<br> 1 year 9,871,373,632.11 9,980,892,464.22
Sub-total<br> within one year 9,871,373,632.11 9,980,892,464.22
1-2<br> years 6,527,861.76 15,184,320.75
2-3<br> years 16,797,552.56 8,126,621.90
Over<br> 3 years 42,769,089.87 50,151,367.12
Total 9,937,468,136.30 10,054,354,773.99
(2). Classification by nature of payment
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit:<br> Yuan Currency: RMB
--- --- --- --- ---
Closing<br> book Opening<br> book
Nature<br> of payment balance balance
Various<br> types of deposits and guarantees receivable 56,463,557.29 58,577,363.02
Purchases<br> and store petty cash payments 2,666,000.00 3,397,659.18
Receivables<br> from affiliated parties 15,682,502.17 17,958,742.01
Other<br> receivables 14,324,658.23 8,004,724.09
Intra-group<br> receivables 9,848,331,418.61 9,966,416,285.69
Total 9,937,468,136.30 10,054,354,773.99
(3). Provision of bad debts
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit:<br> Yuan Currency: RMB
--- --- --- --- --- --- --- --- ---
Phase<br> I Phase<br> II Phase<br> III
Expected Expected
credit<br> loss credit<br> loss
within within
Expected the<br> whole the<br> whole
credit<br> loss duration duration
over (no<br> credit (credit
the<br> next impairment impairment
Bad<br> debt provision 12<br> months occurred) incurred) Total
Balance<br> as of January 1, 2024 744,551.23 468,135.19 17,047,593.96 18,260,280.38
Balance<br> as of January 1, 2024 in the current period
–<br> Transferred to Phase II -76,956.32 76,956.32
–<br> Transferred to Phase III -535.00 535.00
–<br> Reversed to Phase II
–<br> Reversed to Phase I
– 691 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Phase<br> I Phase<br> II Phase<br> III
--- --- --- --- --- --- --- --- ---
Expected Expected
credit<br> loss credit<br> loss
within within
Expected the<br> whole the<br> whole
credit<br> loss duration duration
over (no<br> credit (credit
the<br> next impairment impairment
Bad<br> debt provision 12<br> months occurred) incurred) Total
Provision<br> of the current period 665,616.20 7,743.97 259,602.00 932,962.17
Provision<br> reversed in current period 82,192.57 152,842.64 235,035.21
Charge-off<br> of the current period
Write-off<br> of the current period
Other<br> changes
Balance<br> as of June 30, 2024 1,251,018.54 399,457.84 17,307,730.96 18,958,207.34

Basis for stage classification and bad debt provision ratio

(1) The<br> Company handles other receivables using the general model for expected credit losses. On<br> each balance sheet date, the credit risk of these receivables is assessed and categorized<br> into three stages to calculate the expected credit losses.

The Company respectively measures the expected credit losses of financial instruments in different stages. If the credit risk of a financial instrument has not increased significantly since initial recognition, in the first stage, the Company measures the loss provision based on the expected credit loss within the next 12 months; if the credit risk of a financial instrument has increased significantly after initial recognition but no credit reduction has occurred, in the second stage, the Company measures the loss provision based on the expected credit loss in the whole duration of the instrument; if the financial instrument has suffered credit impairment since initial recognition, in the third stage, the Company measures the loss provision based on the expected credit loss in the whole duration of the instrument.

(2) The<br> Company divides other receivables into payment nature and aging portfolio based on credit<br> risk characteristics and calculates expected credit losses based on the portfolio. For other<br> receivables classified into portfolios, the Company calculates expected credit losses based<br> on default risk exposure and expected credit loss rates within the next 12 months or the<br> entire duration.
(3) Provision<br> for significant bad debt risk on other receivables with large amounts and significant impact<br> on profitability. Provision for bad debt is recognized based on the expected credit loss<br> throughout the entire remaining period.
--- ---

Explanation of significant changes in the book value of other receivables with provision changes in the current period:

Applicable Not<br> applicable

Basis for provision for bad debt and assessment of significant increase in credit risk of financial instruments during the period:

Applicable Not<br> applicable
– 692 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(4). Situation of the provision of bad debts
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit:<br> Yuan Currency: RMB
--- --- --- --- --- --- --- --- --- --- ---
**** Increase and decrease of current period
Provision
Opening Recovered Charge-off Other Closing
Category balance Provision or<br> Reversed or<br> write-off changes balance
Bad-debt<br> provision for other receivables 18,260,280.38 932,962.17 235,035.21 18,958,207.34
Total 18,260,280.38 932,962.17 235,035.21 18,958,207.34

Significant reversal or recovery of bad-debt provision of current year is:

Applicable Not<br> applicable

Other disclosures

(5). Other receivables actually verified and cancelled of current year
Applicable Not<br> applicable
--- --- --- ---

Where the other receivables written off is important:

Applicable Not<br> applicable

Descriptions for verification and write-off of other receivables:

Applicable Not<br> applicable
(6). Other receivables of top five companies with the greatest closing amount based on the debtor’s categorizing
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit:<br> Yuan Currency: RMB
--- --- --- --- --- --- --- ---
Proportion
in<br> total
closing Closing
balance<br> of balance<br> of
other Nature<br> of bad-debt
Unit<br> name Closing<br> balance receivables receivable Aging provision
(%)
No.<br> 1 1,096,247,020.66 11.03 Intra-group<br> receivables Within<br> 1 year
No.<br> 2 1,071,976,622.43 10.79 Intra-group<br> receivables Within<br> 1 year
No.<br> 3 984,305,537.34 9.90 Intra-group<br> receivables Within<br> 1 year
No.<br> 4 750,925,695.77 7.56 Intra-group<br> receivables Within<br> 1 year
No.<br> 5 747,257,783.09 7.52 Intra-group<br> receivables Within<br> 1 year
Total 4,650,712,659.29 46.80 / /
– 693 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(7). Reported under other receivables due to centralized cash management
--- ---
Applicable Not<br> applicable
--- --- --- ---

Other notes:

Applicable Not<br> applicable
3. Long-term equity investment
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit:<br> Yuan Currency: RMB
--- --- --- --- --- --- --- --- --- --- --- --- ---
Closing<br> balance Opening<br> balance
Impairment Impairment
Items Book<br> balance provision Carrying<br> value Book<br> balance provision Carrying<br> value
Investment<br> in subsidiaries 8,164,707,680.11 8,164,707,680.11 8,674,607,680.11 8,674,607,680.11
Investment<br> in cooperative enterprises and joint ventures 3,924,254,026.93 757,903,054.21 3,166,350,972.72 3,653,918,821.42 757,903,054.21 2,896,015,767.21
Total 12,088,961,707.04 757,903,054.21 11,331,058,652.83 12,328,526,501.53 757,903,054.21 11,570,623,447.32
– 694 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(1) Investment in subsidiaries
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- ---
Investee Opening <br><br> balance Increase in the <br><br> current period Decrease in <br><br> the current <br><br> period Closing <br><br> balance Depreciation <br><br> provision <br><br> accrued in <br><br> current period Closing <br><br> balance of <br><br> provision for <br><br> impairment
Fujian<br> Yonghui Superstores Co., Ltd. 800,000,000.00 800,000,000.00
Chongqing<br> Yonghui Superstores Co., Ltd. 714,400,000.00 714,400,000.00
Beijing<br> Yonghui Superstores Co., Ltd. 600,000,000.00 600,000,000.00
Liaoning<br> Yonghui Superstores Co., Ltd. 600,000,000.00 600,000,000.00
Sichuan<br> Yonghui Store Co., Ltd. 1,000,000,000.00 1,000,000,000.00
Jilin<br> Yonghui Superstores Co., Ltd. 300,000,000.00 300,000,000.00
Shanghai<br> Yonghui Superstores Co., Ltd. 300,000,000.00 300,000,000.00
Anhui<br> Yonghui Superstores Co., Ltd. 285,080,000.00 285,080,000.00
Fujian<br> Yonghui Logistics Co., Ltd. 285,000,000.00 285,000,000.00
Guangdong<br> PARK&YH Superstores Co., Ltd. 370,000,000.00 370,000,000.00
Guizhou<br> Yonghui Superstores Co., Ltd. 200,000,000.00 200,000,000.00
Hebei<br> Yonghui Superstores Co., Ltd. 200,000,000.00 200,000,000.00
Jiangsu<br> Yonghui Superstores Co., Ltd. 200,000,000.00 200,000,000.00
Zhejiang<br> Yonghui Superstores Co., Ltd. 120,000,000.00 120,000,000.00
Chengdu<br> Yonghui Business Development Co., Ltd. 104,000,000.00 104,000,000.00
Yonghui<br> Logistics Co., Ltd. 90,000,000.00 90,000,000.00
Fuzhou<br> Minhou Yonghui Superstores Co., Ltd. 89,521,504.19 89,521,504.19
Henan<br> Yonghui Superstores Co., Ltd. 80,860,000.00 80,860,000.00
Shanghai<br> Dongzhan International Trade Co., Ltd. 59,210,296.00 59,210,296.00
Hubei<br> Yonghui Zhongbai Superstores Co., Ltd. 55,000,000.00 100,000.00 55,100,000.00
Fujian<br> Strait Food Development Co., Ltd. 53,000,000.00 53,000,000.00
Fujian<br> Minhou Yonghui Commercial Co., Ltd. 50,000,000.00 50,000,000.00
Anhui<br> Yonghui Logistics Co., Ltd. 50,000,000.00 50,000,000.00
Shandong<br> Yonghui Superstores Co., Ltd. 50,000,000.00 50,000,000.00
Xiamen<br> Yonghui Minsheng Superstores Co., Ltd. 41,670,000.00 41,670,000.00
Hunan<br> Yonghui Superstores Co., Ltd. 40,000,000.00 40,000,000.00
Fujian<br> Yonghui Commercial Co., Ltd. 37,398,045.18 37,398,045.18
– 695 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Investee Opening <br><br> balance Increase in the <br><br> current period Decrease in <br><br> the current <br><br> period Closing <br><br> balance Depreciation <br><br> provision <br><br> accrued in <br><br> current period Closing <br><br> balance of <br><br> provision for <br><br> impairment
--- --- --- --- --- --- ---
Jiangsu<br> Yonghui Business Management Co., Ltd. 30,000,000.00 30,000,000.00
Fuping<br> Yonghui Modern Agricultural Development Co., Ltd. 31,010,000.00 31,010,000.00
Yonghui<br> Holdings Co., Ltd. 25,277,999.95 25,277,999.95
Ningbo<br> Yonghui Superstores Co., Ltd. 20,000,000.00 20,000,000.00
Guangxi<br> Yonghui Superstores Co., Ltd. 60,000,000.00 60,000,000.00
Xiamen<br> Yonghui Commercial Co., Ltd. 10,000,000.00 10,000,000.00
Fujian<br> Yonghui Modern Agriculture Development Co., Ltd. 10,000,000.00 10,000,000.00
Jiangxi<br> Yonghui Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Shaanxi<br> Yonghui Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Shanxi<br> Yonghui Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Heilongjiang<br> Yonghui Superstores Co., Ltd. 100,000,000.00 100,000,000.00
Yunnan<br> Yonghui Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Ningxia<br> Yonghui Superstores Co., Ltd. 60,000,000.00 60,000,000.00
Chongqing<br> Boyuan Xunke Technology Co., Ltd. 10,000,000.00 10,000,000.00
Fujian<br> Yongjin Trading Co., Ltd. 4,900,000.00 4,900,000.00
Fuping<br> Yunshang Supply Chain Management Co., Ltd. 200,000,000.00 200,000,000.00
Guizhou<br> Yonghui Logistics Co., Ltd. 50,000,000.00 50,000,000.00
Yonghui<br> Yunjin Technology Co., Ltd. 500,000,000.00 500,000,000.00
Xizang<br> Yonghui Superstores Co., Ltd. 20,000,000.00 20,000,000.00
Guansu<br> Yonghui Superstores Co., Ltd. 10,000,000.00 10,000,000.00
Qinghai<br> Yonghui Superstores Co., Ltd. 20,000,000.00 20,000,000.00
Beijing<br> Yonghui Technology Co., Ltd. 10,000,000.00 10,000,000.00
Fujian<br> Yuntong Supply Chain Co., Ltd. 100,000,000.00 100,000,000.00
Fujian<br> Yongyuehui Business Management Co., Ltd. 100,000,000.00 100,000,000.00
East<br> China Yonghui Logistics Co., Ltd. 50,000,000.00 50,000,000.00
Yonghui<br> Yunchuang Technology Co., Ltd. 338,279,834.79 338,279,834.79
Sichuan<br> Huipeng E-commerce Co., Ltd. 100,000,000.00 100,000,000.00
Total 8,674,607,680.11 100,000.00 510,000,000.00 8,164,707,680.11
– 696 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
(2) Investment in cooperative enterprises and joint ventures
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- --- --- --- ---
Increase/decrease in the current period
Investment unit Opening<br><br> balance Increased<br><br> investment Decreased<br><br> investment Investment <br><br> profit and loss recognized<br><br> with the<br><br> equity method Other <br><br> comprehensive<br><br> income<br><br> adjustments Other<br><br> equity<br><br> changes Declare the <br><br> distribution <br><br> of cash<br><br> dividends<br><br> or<br><br> profits Provision of<br><br> impairment<br><br> losses Others Closing balance Closing <br><br> balance of<br><br> provision for<br><br> impairment
I.<br> Cooperative enterprises
Yonghui<br> Fresh Food Development Co., Ltd. 48,054,895.86 -16,348,071.33 31,706,824.53
Subtotal 48,054,895.86 -16,348,071.33 31,706,824.53
II.<br> Joint ventures
Chengdu<br> Hongqi Chain Co., Ltd. 1,680,000,000.00 55,981,365.54 -35,414,400.00 1,700,566,965.54 358,226,870.98
Fujian<br> OneBank Limited 693,629,939.95 31,728,570.67 6,545,793.66 731,904,304.28
Xiangcun<br> Gaokao Agricultural Co., Ltd. 399,676,183.23
1233<br> International Supply Chain Management Co., Ltd. 195,862,085.24 9,983,006.32 205,845,091.56
Fujian<br> Minwei Industrial Co., Ltd. 118,430,151.93 9,103,969.47 127,534,121.40
Fujian<br> Xingyuan Agricultural and Animal Husbandry Technology Co., Ltd. 39,513,111.16 -8,498,155.96 31,014,955.20
Beijing<br> Friendship Messenger Trading Co., Ltd. 68,309,218.94 14,435,065.64 82,744,284.58
Sichuan<br> Yongchuang Yaohui Supply Chain Management Co., Ltd. 52,216,364.13 3,173,042.89 -4,000,000.00 51,389,407.02
Yonghui<br> Yunjin Technology Co., Ltd. 234,245.40 203,410,773.21 203,645,018.61
Subtotal 2,847,960,871.35 116,141,109.97 6,545,793.66 -39,414,400.00 203,410,773.21 3,134,644,148.19 757,903,054.21
Total 2,896,015,767.21 99,793,038.64 6,545,793.66 -39,414,400.00 203,410,773.21 3,166,350,972.72 757,903,054.21

(3). Impairment testing of long-term equity investments
Applicable Not<br> applicable
--- --- --- ---

Other notes:

Applicable Not<br> applicable
– 697 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Recoverableamount is determined as the net amount of fair value minus disposal costs

Applicable Not<br> applicable

Therecoverable amount was determined based on the present value of expected future cash flows

Applicable Not<br> applicable

Thereasons for the significant differences between the aforementioned information and the information used in previous years’ impairmenttests or external information

Applicable Not<br> applicable

Thereasons for significant differences between the information used in previous impairment testing and the actual situation in the currentyear

Applicable Not<br> applicable

Other notes:

Applicable Not<br> applicable
4. Operating revenues and operating costs
--- ---
(1). Operating revenue and costs
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
Amount of current period Amount of last period
Items Revenue Cost Revenue Cost
Main<br> business 2,927,558,099.56 2,607,306,404.18 3,491,588,879.97 3,153,538,358.73
Other<br> business 305,964,099.88 5,307,404.30 216,778,238.69 12,573,258.53
Total 3,233,522,199.44 2,612,613,808.48 3,708,367,118.66 3,166,111,617.26

(2). Breakdown of operating revenue and operating cost
Applicable Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- ---
The Company Total
Contract classification Operating <br><br> revenue Operating costs Operating <br><br> revenue Operating costs
Product<br> type Fresh and processed products 1,913,274,705.78 1,771,366,746.49 1,913,274,705.78 1,771,366,746.49
Food<br> supplies 1,014,283,393.78 835,939,657.69 1,014,283,393.78 835,939,657.69
Others 279,681,383.42 2,243,066.84 279,681,383.42 2,243,066.84
Lease<br> income 26,282,716.46 3,064,337.46 26,282,716.46 3,064,337.46
Classification<br> by time of transfer of goods Transfer at a certain time point 3,043,561,262.97 2,607,306,404.18 3,043,561,262.97 2,607,306,404.18
Transfer<br> within a certain period of time 163,678,220.01 2,243,066.84 163,678,220.01 2,243,066.84
Lease<br> income 26,282,716.46 3,064,337.46 26,282,716.46 3,064,337.46
Total 3,233,522,199.44 2,612,613,808.48 3,233,522,199.44 2,612,613,808.48
– 698 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Other disclosures

Applicable Not<br> applicable
(3). Description of performance obligations
--- ---
Applicable Not<br> applicable
--- --- --- ---
(4). Description of allocating to the residual fulfillment obligations
--- ---
Applicable Not<br> applicable
--- --- --- ---
(5). Major contract changes or significant adjustment of transaction prices
--- ---
Applicable Not<br> applicable
--- --- --- ---
5. Investment income
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- ---
Items Amount of <br><br> current period Amount of <br><br> last period
Long-term<br> equity investment measured by cost method 85,114,058.47
Long-term<br> equity investment income measured with equity method 99,793,038.64 57,922,149.43
Investment<br> income for disposing long-term equity investment production 48,800,715.92
Investment<br> income of holding trading financial assets 111,220.32 230,121.43
Investment<br> income from disposal of non-current assets 42,055,645.75
Total 275,874,679.10 58,152,270.86

Other notes:

None

6. Others
Applicable Not<br> applicable
--- --- --- ---
XX. Supplementary Information
--- ---
1. Detailed statement of current non-recurring profit and loss
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- ---
Items Amount Explanation
Non-current<br> assets disposal profit and loss, including the charge against of the impairment preparation for withdrawing assets 210,097,906.89
Governmental<br> subsidies recognized in the current profits and losses except those that are closely related to the Company’s normal operation,<br> comply with national policies, are entitled under established criteria, and have a continuous impact on the Company’s profit<br> and loss 49,296,614.54
– 699 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Items Amount Explanation
--- --- ---
Gain<br> or loss from the fair value changes of financial assets and financial liabilities held by non-financial enterprises, and from the<br> disposal of financial assets and financial liabilities, excluding effective hedging transactions related to the Company’s normal<br> operation 9,992,035.81
Other<br> non-operating income and expenditures except the items above 10,041,045.43
Less:<br> income tax impact amount 26,532,091.61
Impact<br> amount of minority shareholders’ equity (after-tax) 7,443,246.44
Total 245,452,264.62

If items not listed in the “Interpretative Announcement on Non-recurring Gains and Losses for Companies Disclosing Securities Publicly No. 1 – Non-recurring Gains and Losses” are recognized as non-recurring gains and losses which are significant in amount, or if non-recurring gains and losses listed in the “Interpretative Announcement on Non-recurring Gains and Losses for Companies Disclosing Securities Publicly No. 1 – Non-recurring Gains and Losses” are defined as recurring gains and losses, the reasons shall be explained.

Applicable Not<br> applicable

Other disclosures

Applicable Not<br> applicable
2. Returns on equity and earnings per share
--- ---
Applicable Not<br> applicable
--- --- --- ---
Weighted <br><br> average <br><br> return on Earnings per share
--- --- --- ---
Profits during the reporting period equity Basic EPS Diluted EPS
(%)
Net<br> profits attributable to the Company’s ordinary shareholders 4.53 0.03 0.03
Net<br> profits attributable to the Company’s ordinary shareholders after the deduction of the non-recurring profits and losses 0.49 0.00 0.00

3. Accounting data difference arising from foreign and domestic accounting standards

Applicable Not<br> applicable

4. Others

Applicable Not<br> applicable

Chairman:<br> Zhang Xuansong
Approved<br> by the Board of Directors and submitted on August 22, 2024

RevisionInformation

Applicable Not<br> applicable
– 700 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
B. SUPPLEMENTARY FINANCIAL INFORMATION OF THE TARGET GROUP
--- ---

Set out below is supplemental financial information of the Target Group for each of the three years ended December 31, 2021, 2022 and 2023 and the six months ended June 30, 2024 (the “Relevant Periods”) which is required for an accountants’ report under Chapter 4 of and Appendix D2 to the Listing Rules but not disclosed in the Target Group’s published consolidated financial statements.

1. Maturity analysis of loans and borrowings
As at
--- --- --- --- ---
June 30, As at December 31,
2024 2023 2022 2021
RMB’000 RMB’000 RMB’000 RMB’000
Carrying amount is repayable as follows:
Within one year 4,750,627 5,130,520 6,669,727 10,977,588
More than one year but within two years 46,977 349,890 2,070,085 130,152
More than two years but<br> within five years 46,932 890,918
4,797,604 5,527,342 8,739,812 11,998,658
2. Aging analysis of trade payables
--- ---

As of December 31, 2021, 2022, and 2023 and June 30, 2024, the aging of all trade payables are within one year based on the date of the trade payables recognized.

3. Directors’ emoluments

The aggregate amounts of remuneration of the of directors of the Target Group for the years ended December 31, 2021, 2022, and 2023 and the six-month ended June 30, 2024 are as follows:

For the six months ended June 30, 2024
Directors’<br><br> fees Salaries,<br><br> allowances<br><br> and other<br><br> benefits Retirement<br><br> scheme<br><br> contributions Total
RMB’000 RMB’000 RMB’000 RMB’000
Executive directors
Mr. Li Songfeng 1,817 27 1,844
Mr. Wu Kaizhi 675 675
Mr. Zhang Xuansong 189 17 206
2,681 44 2,725
Independent non-executive directors
Mr. Liu Kun 75 75
Mrs. Li Xuhong 75 75
Mr. Sun Baowen 75 75
225 225
Total 225 2,681 44 2,950
– 701 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
For the year ended December 31, 2023
--- --- --- --- ---
Directors’<br><br> fees Salaries,<br><br> allowances<br><br> and other<br><br> benefits Retirement<br><br> scheme<br><br> contributions Total
RMB’000 RMB’000 RMB’000 RMB’000
Executive director
Mr. Li Songfeng 3,634 54 3,688
Mr. Zhang Xuansong 652 33 686
4,287 88 4,374
Independent non-executive directors
Mr. Liu Kun 200 200
Mrs. Li Xuhong 200 200
Mr. Sun Baowen 200 200
600 600
Total 600 4,287 88 4,974
For the year ended December 31, 2022
--- --- --- --- ---
Directors’<br><br> fees Salaries,<br><br> allowances <br><br> and other <br><br> benefits Retirement <br><br> scheme <br><br> contributions Total
RMB’000 RMB’000 RMB’000 RMB’000
Executive director
Mr. Li Songfeng 3,917 54 3,971
Mr. Zhang Xuansong 635 33 668
4,552 87 4,639
Independent non-executive directors
Mr. Liu Kun 200 200
Mrs. Li Xuhong 200 200
Mr. Sun Baowen 200 200
600 600
Total 600 4,552 87 5,239
– 702 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
For the year ended December 31, 2021
--- --- --- --- ---
Directors’<br><br> fees Salaries,<br><br> allowances <br><br> and other <br><br> benefits Retirement <br><br> scheme <br><br> contributions Total
RMB’000 RMB’000 RMB’000 RMB’000
Executive director
Mr. Li Guo (Resigned in December 2021) 5,441 34 5,475
Mr. Zhang Xuansong 632 53 4,090
Mr. Li Songfeng 4,037 32 664
10,110 119 10,229
Independent non-executive directors
Mrs. Fang Qing 200 200
Mr. Liu Xiaopeng 83 83
Mrs. Xu Ping 200 200
Mr. Sun Baowen 117 117
600 600
Total 600 10,110 119 10,829
4. Individuals with highest emoluments
--- ---

During the years ended December 31, 2021, 2022, and 2023 and the six-months ended June 30, 2024, of the five individuals with the highest emoluments of the Target Group, 1, 1, 1 and 1 is director whose emolument is disclosed in “3. Directors’ emoluments”.

The aggregate of the emoluments in respect of the other 4, 4, 4 and 4 individuals are as follows:

For the <br><br> six months <br><br> ended <br><br> June 30, For the year ended December 31,
2024 2023 2022 2021
RMB’000 RMB’000 RMB’000 RMB’000
Salaries, allowances and other benefits 4,623 9,778 10,892 13,070
Retirement scheme contributions 55 163 185 183
4,678 9,941 11,077 13,253
– 703 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

The emoluments of the above individuals with the highest emoluments are within the following bands:

For the <br><br> six months <br><br> ended <br><br> June 30, For the year ended December 31,
2024 2023 2022 2021
HKD1,000,001 to HKD1,500,000 4
HKD2,000,001 to HKD2,500,000 1
HKD2,500,001 to HKD3,000,000 3
HKD3,000,001 to HKD3,500,000 3 1
HKD3,500,001 to HKD4,000,000 1 1
HKD4,000,001 to HKD4,500,000 1
HKD4,500,001 to HKD5,000,000 1
4 4 4 4

C. DIFFERENCES BETWEEN ACCOUNTING POLICIES ADOPTED BY THE COMPANY (IFRS) AND THE TARGET GROUP (CASBE)

As described in the section headed “Letter from the Board – Waiver from Strict Compliance with Requirements under the Listing Rules” of this circular, the Company has applied to The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) for, and been granted, a waiver from the requirement to include in this circular an accountants’ report on the Target Group in accordance with Rule 14.67(6)(a)(i) and Chapter 4 of the Rules Governing the Listing of Securities on the Stock Exchange.

Instead, Section A of this Appendix contains a copy of the English translation of:

(a) Consolidated<br> financial statements of the Target Group for the three financial years ended December 31,<br> 2021, 2022 and 2023, which were prepared in accordance with CASBE and audited by Ernst &<br> Young Hua Ming LLP (Special General Partnership) (安永華明會計師事務所(特殊普通合夥))<br> (“EY”); and
(b) Unaudited<br> interim consolidated financial statements of the Target Group for the six months ended June<br> 30, 2024, which were prepared in accordance with CASBE.
--- ---

The financial information included in Section A of this Appendix are referred hereinafter as “Target Group Historical FinancialInformation”. The Target Group Historical Financial Information cover the financial positions of the Target Group as at December 31, 2021, 2022 and 2023 and June 30, 2024 and the financial performance of the Target Group for each of the years ended December 31, 2021, 2022 and 2023 and the six months ended June 30, 2024 (the “Relevant Periods”).

The accounting policies adopted in the preparation of the Target Group Historical Financial Information are substantially consistent with the accounting policies adopted by the Company, which comply with IFRS except for the classification and presentation of certain the account captions.

– 704 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Basis of Preparation

The reconciliation information for the Relevant Periods is set out by providing a reconciliation between the “Unadjusted Financial Information under CASBE” of the Target Group which are extracted from the Target Group Historical Financial Information and the adjusted financial information of the Relevant Periods as if it had been prepared in accordance with the accounting policies adopted by the Company which are in compliance with IFRS. As the Company’s interest in the Target Company will be accounted for as investment in associates using the equity method in the Group’s consolidated financial statements upon Completion, the statement of cash flows and the statement of change of equity of the Target Group will have no impact on the Group’s statement of cash flows and the statement of change of equity. Further, there is no material difference between IFRS and CASBE in terms of the classification of the activities in the cash flow statement and the statement of change of equity. Therefore, the reconciliation information of the Relevant Periods will only cover the Target Group’s consolidated statement of profit or loss and other comprehensive income and the consolidated statement of financial position.

Reconciliation Process

The Reconciliation has been prepared by the directors of the Company by comparing the accounting policies adopted by the Target Group for the preparation of the Target Group Historical Financial Information and the accounting policies adopted by the Company, and quantifying the relevant material financial effects of such differences, where appropriate. Your attention is drawn to the fact that as the Reconciliation has not been subject to an independent audit and accordingly, no opinion is expressed by an auditor or reporting accountants on whether it presents a true and fair view of the Target Group’s consolidated financial position as at December 31, 2021, 2022 and 2023 and June 30, 2024, nor its consolidated results for the years and period then ended under the accounting policies adopted by the Company.

KPMG was engaged by the Company to conduct work in accordance with the Hong Kong Standard on Assurance Engagements 3000 (Revised) “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” (“HKSAE 3000”) issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”).

The work conducted by KPMG consisted primarily of:

(i) comparing the “Unadjusted Financial<br> Information under CASBE” as set out in the section entitled “Target Group Unaudited<br> Adjusted Financial Information under the Company’s Accounting Policies” with<br> the Target Group Historical Financial Information prepared under CASBE;
(ii) considering the adjustments made and<br> evidence supporting the adjustments made in arriving at the “Adjusted Financial Information<br> under the Company’s Accounting Policies” as set out in the section entitled “Target<br> Group Unaudited Adjusted Financial Information under the Company’s Accounting Policies”,<br> which included examining the differences between the Target Group’s accounting policies<br> under CASBE and the Company’s accounting policies under IFRS; and
--- ---
(iii) checking the arithmetic accuracy of the computation of the “Target<br> Group Unaudited Adjusted Financial Information under the Company’s Accounting Policies”.
--- ---

KPMG’s engagement did not involve independent examination of any of the underlying financial information on which the “Target Group’s Unaudited Adjusted Financial Information under the Company’s Accounting Policies” is based. The work carried out in accordance with HKSAE 3000 is different in scope from an audit or a review conducted in accordance with Hong Kong Standards on Auditing or Hong Kong Standards on Review Engagements issued by the HKICPA and consequently, KPMG did not express an audit opinion nor a review conclusion on the Reconciliation. KPMG’s engagement was intended solely for the use of the Directors in connection with this circular and may not be suitable for another purpose. KPMG has not audited or reviewed the Target Group’s financial information for any period.

– 705 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Based on the work performed, KPMG has concluded that:

(i) the<br> “Unadjusted Financial Information under CASBE” as set out in the section entitled<br> “Target Group Unaudited Adjusted Financial Information under the Company’s Accounting<br> Policies” is in agreement with the Target Group Historical Financial Information prepared<br> under CASBE;
(ii) the<br> adjustments reflect, in all material respects, the differences between the Target Group’s<br> accounting policies and the Company’s accounting policies; and
--- ---
(iii) the<br> computation of the Target Group Unaudited Adjusted Financial Information under the Company’s<br> Accounting Policies is arithmetically accurate.
--- ---

TargetGroup Unaudited Adjusted Financial Information under the Company’s Accounting Policies

The Target Group Historical Financial Information have been prepared and presented in accordance with CASBE. There are no material differences between the Target Group Historical Financial Information compared to that applying the Company’s accounting policies under IFRS, except for the classification and presentation of certain account caption.

UNAUDITEDADJUSTED CONSOLIDATED STATEMENT OF PROFIT OR LOSS UNDER THE COMPANY’S ACCOUNTING POLICIES FOR THE SIX-MONTH PERIOD ENDED JUNE 30,2024

Unadjusted Financial Information <br><br> under CASBE Reclassification Adjusted Financial Information under<br> <br><br> the Company’s Accounting Policies
(Note 1)
RMB’000 RMB’000 RMB’000
Total operating<br> income
Operating Revenue 37,779,187 37,779,187 Revenue
Less: operating cost (29,628,245 ) (29,628,245 ) Cost of sales
8,150,942 Gross profit
116,924 116,924 Other income
Taxes and surcharges (107,634 ) 107,634
Selling expenses (6,513,523 ) (6,513,523 ) Selling and distribution expenses
Administrative expenses (888,284 ) (241,319 ) (1,129,603 ) General and administrative expenses
Research and development expenses (133,685 ) 133,685
230,123 230,123 Other net income
Finance expenses (629,890 ) 629,890
Plus: other income 49,297 (49,297 )
Investment income (loss is indicated<br> by ‘–’) 275,981 (275,981 )
Income from fair value variation<br> (loss filled with “–”) (183,828 ) 183,828
Credit impairment losses (loss is<br> indicated by “–”) 15,004 15,004 Reversal of credit loss on trade<br> and other receivables and loans and advances granted
Gains from disposal of assets (loss<br> is indicated by “–”) 223,869 (223,869 )
– 706 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Unadjusted Financial Information<br><br> under CASBE Reclassification Adjusted Financial Information under<br> <br><br> the Company’s Accounting Policies
--- --- --- --- --- --- --- --- --- --- ---
(Note 1)
RMB’000 RMB’000 RMB’000
Operating profit (loss<br> is indicated by “–”) 258,249 611,618 869,867 Operating profit
Plus: non-operating income 85,932 (85,932 )
Less: Non-operating expenses (20,397 ) 20,397
(635,410 ) (635,410 ) Finance costs
5,520 5,520 Finance income
65,535 (695,425 ) (629,890 ) Net finance cost
83,807 83,807 Share of profit of equity-accounted investees, net of tax
Total profit (total loss is indicated<br> by “–”) 323,784 323,784 Profit before taxation
Less: income<br> tax expense 112,956 112,956 Income tax expenses
Net<br> profit (net loss is indicated by “–”) 210,828 210,828 Profit for the period
Attributable to: Attributable to:
Net profit attributable to the owners<br> of the Parent Company (net loss is indicated by “–”) 275,315 275,315 Equity shareholders of the Company
Minority interest<br> income (net loss is indicated by “–”) (64,487 ) (64,487 ) Non-controlling interests
Net<br> profit (net loss is indicated by “–”) 210,828 210,828 Profit for the period
– 707 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

UNAUDITEDADJUSTED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME UNDER THE COMPANY’S ACCOUNTING POLICIES FOR THESIX-MONTH PERIOD ENDED JUNE 30, 2024

Unadjusted<br> Financial Information <br><br> under CASBE Reclassification Adjusted Financial Information under<br> <br><br> the Company’s Accounting Policies
(Note 1)
RMB’000 RMB’000 RMB’000
Net profit 210,828 210,828 Profit<br> for the period
Items that may be reclassified subsequently to profit or loss: Items that may be reclassified subsequently to profit or loss:
Other comprehensive income that can be converted into<br> losses and profits under the equity method 6,546 6,546 Equity-accounted investees <br><br> – share of other comprehensive income
Balance arising from the translation<br> of foreign currency financial statements 79 79 Exchange differences<br> on translation of financial statements of foreign operations
Other comprehensive income to be re-classified<br> into profit and loss 6,625 6,625 Other comprehensive<br> income for the period
Total comprehensive income for the<br> period 217,453 217,453 Total comprehensive<br> income for the period
Attributable to: Attributable to:
Total comprehensive income attributable to the owners<br> of the Parent Company 281,940 281,940 Equity shareholders of the Company
Total comprehensive income attributable<br> to minority shareholders (64,487 ) (64,487 ) Non-controlling<br> interests
Total comprehensive<br> income for the period 217,453 217,453 Total<br> comprehensive income for the period

– 708 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

UNAUDITEDADJUSTED CONSOLIDATED STATEMENT OF PROFIT OR LOSS UNDER THE COMPANY’S ACCOUNTING POLICIES FOR THE YEAR ENDED DECEMBER 31, 2023

Unadjusted Financial Information <br><br> under CASBE Reclassification Adjusted Financial Information under<br> <br><br> the Company’s Accounting Policies
(Note 1)
RMB’000 RMB’000 RMB’000
Total operating income
Operating Revenue 78,642,172 78,642,172 Revenue
Less: operating cost (61,939,819 ) (61,939,819 ) Cost of sales
16,702,353 Gross profit
352,739 352,739 Other income
Taxes and surcharges (217,915 ) 217,915
Selling expenses (14,680,133 ) (14,680,133 ) Selling and distribution expenses
Administrative expenses (1,887,146 ) (536,182 ) (2,423,328 ) General and administrative expenses
Research and development expenses (318,267 ) 318,267
512,735 512,735 Other net income
Finance expenses (1,323,053 ) 1,323,053
Plus: other income 185,516 (185,516 )
Investment income (loss is indicated by ‘–’) 396,294 (396,294 )
Income from fair value variation (loss filled with “–”) (76,343 ) 76,343
Credit impairment losses (loss is indicated by “–”) (88,874 ) (88,874 ) Credit loss on trade and other receivables<br> and loans and advances granted
Assets impairment losses (loss is indicated by “–”) (523,083 ) (523,083 ) Impairment loss on non-current assets
Gains from disposal of assets (loss is indicated by “–”) 354,869 (354,869 )
– 709 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Unadjusted Financial Information <br><br> under CASBE Reclassification Adjusted Financial Information under<br> <br><br> the Company’s Accounting Policies
--- --- --- --- --- --- --- --- --- --- ---
(Note 1)
RMB’000 RMB’000 RMB’000
Operating profit (loss<br> is indicated by “–”) (1,475,782 ) 1,328,191 (147,591 ) Operating<br> loss
Plus: non-operating income 281,697 (281,697 )
Less: Non-operating expenses (167,332 ) 167,332
(1,438,291 ) (1,438,291 ) Finance costs
115,238 115,238 Finance income
114,365 (1,437,418 ) (1,323,053 ) Net finance cost
109,227 109,227 Share of profit<br> of equity-accounted investees, net of tax
Total profit (total loss is indicated<br> by “–”) (1,361,417 ) (1,361,417 ) Loss before taxation
Less: income<br> tax expense 103,312 103,312 Income tax expenses
Net<br> profit (net loss is indicated by “–”) (1,464,729 ) (1,464,729 ) Loss<br> for the year
Attributable to: Attributable to:
Net profit attributable to the owners<br> of the Parent Company (net loss is indicated by “–”) (1,329,051 ) (1,329,051 ) Equity shareholders of the Company
Minority interest<br> income (net loss is indicated by “–”) (135,678 ) (135,678 ) Non-controlling<br> interests
Net<br> profit (net loss is indicated by “–”) (1,464,729 ) (1,464,729 ) Loss<br> for the year

– 710 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

UNAUDITEDADJUSTED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME UNDER THE COMPANY’S ACCOUNTING POLICIES FOR THEYEAR ENDED DECEMBER 31, 2023

Unadjusted Financial Information <br><br> under CASBE Reclassification Adjusted Financial Information under<br> <br><br> the Company’s Accounting Policies
RMB’000 (Note 1) RMB’000 RMB’000
Net<br> Loss (1,464,729 ) (1,464,729 ) Loss<br> for the year
Items that may<br> be reclassified subsequently to profit or loss: Items that may<br> be reclassified subsequently to profit or loss:
Other comprehensive income that can<br> be converted into losses and profits under the equity method 4,618 4,618 Equity-accounted investees<br><br> – share of other comprehensive income
Balance arising from the translation<br> of foreign currency financial statements 16 16 Exchange differences on translation<br> of financial statements of foreign operations
Other<br> comprehensive income to be re-classified into profit and loss 4,634 4,634 Other<br> comprehensive income for the year
Total<br> comprehensive income for the year (1,460,095 ) (1,460,095 ) Total<br> comprehensive income for the year
Attributable to: Attributable to:
Total comprehensive income attributable<br> to the owners of the Parent Company (1,324,417 ) (1,324,417 ) Equity shareholders of the Company
Total comprehensive<br> income attributable to minority shareholders (135,678 ) (135,678 ) Non-controlling<br> interests
Total<br> comprehensive income for the year (1,460,095 ) (1,460,095 ) Total<br> comprehensive income for the year

– 711 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

UNAUDITEDADJUSTED CONSOLIDATED STATEMENT OF PROFIT OR LOSS UNDER THE COMPANY’S ACCOUNTING POLICIES FOR THE YEAR ENDED DECEMBER 31, 2022

Unadjusted Financial Information <br><br> under CASBE Reclassification Adjusted Financial Information under<br> <br><br> the Company’s Accounting Policies
RMB’000 (Note 1) RMB’000 RMB’000
Total operating income
Operating Revenue 90,090,819 90,090,819 Revenue
Less: operating cost (72,360,590 ) (72,360,590 ) Cost of sales
17,730,229 Gross profit
Taxes and surcharges (204,291 ) 204,291
405,037 405,037 Other income
Selling expenses (15,849,738 ) (15,849,738 ) Selling and distribution expenses
Administrative expenses (2,046,416 ) (686,189 ) (2,732,605 ) General and administrative expenses
Research and development expenses (481,898 ) 481,898
(428,526 ) (428,526 ) Other net loss
Finance expenses (1,538,197 ) 1,538,197
Plus: other income 211,947 (211,947 )
Investment income (loss is indicated by ‘–’) (105,278 ) 105,278
Income from fair value variation (loss filled with “–”) (594,680 ) 594,680
Credit impairment losses (loss is indicated by “–”) (119,961 ) (119,961 ) Credit loss on trade and other receivables and loans and<br> advances granted
Assets impairment losses (loss is indicated by “–”) (635,208 ) (635,208 ) Impairment loss on non-current assets
Gains from disposal of assets (loss is indicated by “–”) 335,708 (335,708 )
– 712 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Unadjusted Financial Information <br><br> under CASBE Reclassification Adjusted Financial Information under<br> <br><br> the Company’s Accounting Policies
--- --- --- --- --- --- --- --- --- --- ---
(Note 1)
RMB’000 RMB’000 RMB’000
Operating profit (loss<br> is indicated by “–”) (3,297,783 ) 1,667,011 (1,630,772 ) Operating<br> loss
Plus: non-operating income 332,093 (332,093 )
Less: Non-operating expenses (252,787 ) 252,787
(1,741,980 ) (1,741,980 ) Finance costs
203,782 203,782 Finance income
79,306 (1,617,504 ) (1,538,198 ) Net finance cost
(49,507 ) (49,507 ) Share of loss of equity-accounted<br> investees, net of tax
Total profit (total loss is indicated<br> by “–”) (3,218,477 ) (3,218,477 ) Loss before taxation
Less: income tax expense (218,801 ) (218,801 ) Income tax expenses
Net<br> profit (net loss is indicated by “–”) (2,999,676 ) (2,999,676 ) Loss<br> for the year
Attributable to: Attributable to:
Net profit attributable to the owners<br> of the Parent Company (net loss is indicated by “–”) (2,763,167 ) (2,763,167 ) Equity shareholders of the Company
Minority interest<br> income (net loss is indicated by “–”) (236,509 ) (236,509 ) Non-controlling<br> interests
Net<br> profit (net loss is indicated by “–”) (2,999,676 ) (2,999,676 ) Loss<br> for the year
– 713 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

UNAUDITEDADJUSTED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME UNDER THE COMPANY’S ACCOUNTING POLICIES FOR THEYEAR ENDED DECEMBER 31, 2022

Unadjusted Financial Information <br><br> under CASBE Reclassification Adjusted Financial Information under<br> <br><br> the Company’s Accounting Policies
(Note 1)
RMB’000 RMB’000 RMB’000
Net<br> Loss (2,999,676 ) (2,999,676 ) Loss<br> for the year
Items that may<br> be reclassified subsequently to profit or loss: Items that may<br> be reclassified subsequently to profit or loss:
Other comprehensive income that can<br> be converted into losses and profits under the equity method (867 ) (867 ) Equity-accounted investees <br><br> – share of other comprehensive income
Balance arising from the translation<br> of foreign currency financial statements (187 ) (187 ) Exchange differences on translation<br> of financial statements of foreign operations
Other<br> comprehensive income to be re-classified into profit and loss (1,054 ) (1,054 ) Other<br> comprehensive income for the year
Total comprehensive<br> income for the year (3,000,730 ) (3,000,730 ) Total comprehensive<br> income for the year
Attributable to: Attributable to:
Total comprehensive income attributable<br> to the owners of the Parent Company (2,764,221 ) (2,764,221 ) Equity shareholders of the Company
Total comprehensive income attributable<br> to minority shareholders (236,509 ) (236,509 ) Non-controlling interests
Total comprehensive<br> income for the year (3,000,730 ) (3,000,730 ) Total comprehensive<br> income for the year
– 714 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

UNAUDITEDADJUSTED CONSOLIDATED STATEMENT OF PROFIT OR LOSS UNDER THE COMPANY’S ACCOUNTING POLICIES FOR THE YEAR ENDED DECEMBER 31, 2021

Unadjusted<br> Financial Information <br><br> under CASBE Reclassification Adjusted Financial Information under<br> <br><br> the Company’s Accounting Policies
(Note 1)
RMB’000 RMB’000 RMB’000
Total operating<br> income
Operating Revenue 91,061,894 91,061,894 Revenue
Less: operating cost (74,027,212 ) (74,027,212 ) Cost of sales
17,034,682 Gross profit
Taxes and surcharges (212,940 ) 212,940
411,699 411,699 Other income
Selling expenses (16,629,508 ) (16,629,508 ) Selling and distribution expenses
Administrative expenses (2,155,456 ) (641,047 ) (2,796,503 ) General and administrative expenses
Research and development expenses (428,107 ) 428,107
(206,696 ) (206,696 ) Other net loss
Finance expenses (1,551,694 ) 1,551,694
Plus: other income 183,458 (183,458 )
Investment income (loss is indicated<br> by ‘–’) 192,013 (192,013 )
Income from fair value variation<br> (loss filled with “–”) (378,527 ) 378,527
Credit impairment losses (loss is<br> indicated by “–”) (157,430 ) (157,430 ) Credit<br> loss on trade and other receivables and loans and advances granted
Assets impairment losses (loss is<br> indicated by “–”) (777,436 ) (777,436 ) Impairment loss on non-current assets
Gains from disposal of assets (loss<br> is indicated by “–”) 53,364 (53,364 )
– 715 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Unadjusted Financial Information<br> <br>under CASBE Reclassification Adjusted Financial Information under<br><br><br><br>the Company’s AccountingPolicies
--- --- --- --- --- --- --- --- --- --- ---
(Note 1)
RMB’000 RMB’000 RMB’000
Operating profit (loss<br> is indicated by “–”) (4,827,581 ) 1,706,389 (3,121,192 ) Operating loss
Plus: non-operating income 343,946 (343,946 )
Less: Non-operating expenses (238,437 ) 238,437
(1,844,328 ) (1,844,328 ) Finance costs
292,634 292,634 Finance income
105,509 (1,657,203 ) (1,551,694 ) Net finance cost
(49,186 ) (49,186 ) Share of loss of equity-accounted investees, net of<br> tax
Total profit (total loss is indicated<br> by “–”) (4,722,072 ) (4,722,072 ) Loss before taxation
Less: income<br> tax expense (227,494 ) (227,494 ) Income tax expenses
Net<br> profit (net loss is indicated by “–”) (4,494,578 ) (4,494,578 ) Loss for the<br> year
Attributable to: Attributable to:
Net profit attributable to the owners<br> of the Parent Company (net loss is indicated by “–”) (3,943,871 ) (3,943,871 ) Equity shareholders of the Company
Minority interest<br> income (net loss is indicated by “–”) (550,707 ) (550,707 ) Non-controlling interests
Net<br> profit (net loss is indicated by “–”) (4,494,578 ) (4,494,578 ) Loss for the<br> year
– 716 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

UNAUDITEDADJUSTED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME UNDER THE COMPANY’S

ACCOUNTINGPOLICIES FOR THE YEAR ENDED DECEMBER 31, 2021

Unadjusted Financial Information Adjusted Financial Information under
under CASBE Reclassification the Company’s Accounting Policies
(Note 1)
RMB’000 RMB’000 RMB’000
Net<br> Loss (4,494,578 ) (4,494,578 ) Loss<br> for the year
Items that may<br> be reclassified subsequently to profit or loss: Items that may be reclassified subsequently<br> to profit or loss:
Other comprehensive income that can<br> be converted into losses and profits under the equity method 2,449 2,449 Equity-accounted investees – share of other comprehensive<br> income
Balance arising<br> from the translation of foreign currency financial statements (370 ) (370 ) Exchange differences on translation<br> of financial statements of foreign operations
Other<br> comprehensive income to be re-classified into profit and loss 2,079 2,079 Other comprehensive income for the year
Total<br> comprehensive income for the year (4,492,499 ) (4,492,499 ) Total comprehensive income for the year
Attributable to: Attributable to:
Total comprehensive<br> income attributable to the owners of the Parent Company (3,941,792 ) (3,941,792 ) Equity shareholders of the Company
Total<br> comprehensive income attributable to minority shareholders (550,707 ) (550,707 ) Non-controlling interests
Total<br> comprehensive income for the year (4,492,499 ) (4,492,499 ) Total<br> comprehensive income for the year
– 717 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

UNAUDITED ADJUSTED CONSOLIDATEDSTATEMENT OF FINANCIAL POSITION UNDER THE COMPANY’S ACCOUNTING POLICIES AT JUNE 30, 2024

Unadjusted Financial Information Adjusted Financial Information under
under CASBE Reclassification the Company’s Accounting Policies
(Note 1)
RMB’000 RMB’000 RMB’000
Current assets Current assets
Monetary funds 5,060,367 (174,431 ) 4,885,936 Cash and cash equivalents
174,431 174,431 Restricted cash
Trading financial assets 2,709,808 2,709,808 Other investments
Accounts receivable 340,366 2,833,930 3,174,296 Trade and other receivables
Advance payments 1,033,704 (1,033,704 )
Other receivables 499,763 (499,763 )
Inventories 5,700,299 5,700,299 Inventories
Non-current assets due within one<br> year 39,294 (39,294 )
Other current<br> assets 1,261,169 (1,261,169 )
Total<br> current assets 16,644,770 16,644,770 Total current<br> assets
Non-current assets Non-current assets
Long-term receivables 246,002 246,002 Trade and other receivables
Long term equity investments 3,483,320 3,483,320 Interests in equity-accounted investees
Other non-current financial assets 3,302,566 3,302,566 Other investments
Investment properties 294,720 294,720 Investment properties
Fixed assets 3,625,261 2,304,010 5,929,271 Property, plant and equipment
Construction in progress 219,564 (219,564 )
Productive biological assets 11,773 (11,773 )
Right-of-use assets 15,697,679 51,013 15,748,692 Right-of-use assets
Intangible assets 889,203 (51,013 ) 838,190 Intangible assets
Goodwill 3,661 3,661 Goodwill
Long term deferred expenses 2,072,673 (2,072,673 )
Deferred tax<br> assets 1,034,170 1,034,170 Deferred tax assets
Total<br> non-current assets 30,880,592 30,880,592 Total non-current<br> assets
Total<br> assets 47,525,362 47,525,362 Total assets
– 718 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Unadjusted Financial Information Adjusted Financial Information under
--- --- --- --- --- --- --- --- --- ---
under CASBE Reclassification the Company’s Accounting Policies
(Note 1)
RMB’000 RMB’000 RMB’000
Current liabilities Current liabilities
Short-term loans 4,400,540 350,087 4,750,627 Loans and borrowings
Accounts payable 7,572,136 2,669,442 10,241,578 Trade and other payables
Accounts collected in advance 276,593 276,593 Receipts in advance
Contract liabilities 4,740,725 4,740,725 Contract liabilities
Payroll payable 560,911 (560,911 )
Taxes payable 293,333 (207,273 ) 86,060 Current taxation
Other payables 1,459,013 (1,459,013 )
Non-current liabilities due within<br> one year 2,194,490 (2,194,490 )
1,844,403 1,844,403 Lease liabilities
Other current<br> liabilities 442,245 (442,245 )
Total<br> current liabilities 21,939,986 21,939,986 Total current<br> liabilities
Non-current liabilities Non-current liabilities
Lease liabilities 19,211,153 19,211,153 Lease liabilities
70,516 70,516 Other payables
Estimated liabilities 23,539 (23,539 )
Deferred income 92,756 92,756 Deferred income
Deferred tax liabilities 58,863 58,863 Deferred tax liabilities
Other non-current<br> liabilities 46,977 (46,977 )
Total<br> non-current liabilities 19,433,288 19,433,288 Total non-current<br> liabilities
Total<br> liabilities 41,373,274 41,373,274 Total liabilities
Equity Equity
Paid-in capital (or capital stock) 9,075,037 9,075,037 Share capital
Capital reserves 4,247,701 4,247,701 Additional paid-in capital
Less: Treasury shares (488,768 ) 488,768
Other comprehensive income 11,698 (11,698 )
Surplus reserves 1,134,683 (1,134,683 )
Undistributed profits (7,826,966 ) (7,826,966 ) Retained earnings
657,613 657,613 Other reserves
Total Equity (or shareholders’<br> equity) attributable to parent company 6,153,385 6,153,385 Equity attributable to equity shareholders of the Company
Minority interests (1,297 ) (1,297 ) Non-controlling interests
Total equity 6,152,088 6,152,088 Total equity
Total<br> liabilities and total equity 47,525,362 47,525,362 Total liabilities<br> and total equity
– 719 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

UNAUDITEDADJUSTED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION UNDER THE COMPANY’S ACCOUNTING POLICIES AT DECEMBER 31, 2023

Unadjusted Financial Information Adjusted Financial Information under
under CASBE Reclassification the Company’s Accounting<br> Policies
(Note 1)
RMB’000 RMB’000 RMB’000
Current<br> assets Current assets
Monetary<br> funds 5,839,070 (141,301 ) 5,697,769 Cash and cash equivalents
141,301 141,301 Restricted cash
Loans and advances<br> (short-term) 537,340 537,340 Loans and advances granted
Trading financial assets 735,972 735,972 Other investments
Factoring receivables 68,689 (68,689 )
Account receivable 421,742 3,232,632 3,654,374 Trade and other receivables
Advance payments 1,185,220 (1,185,220 )
Other receivables 563,972 (563,972 )
Inventories 8,268,983 8,268,983 Inventories
Non-current assets<br> due within one year 49,380 (49,380 )
Other<br> current assets 1,365,371 (1,365,371 )
Total<br> current assets 19,035,739 19,035,739 Total<br> current assets
Non-current<br> assets Non-current assets
Loans and advances 20,568 20,568 Loans and advances granted
Long-term receivables 227,393 227,393 Trade and other receivables
Long term equity investments 3,231,665 3,231,665 Interests in equity-accounted investees
Other non-current financial<br> assets 3,651,480 3,651,480 Other investments
Investment properties 300,148 300,148 Investment properties
Fixed assets 3,842,170 2,554,920 6,397,090 Property, plant and equipment
Construction in progress 240,333 (240,333 )
Productive biological<br> assets 12,091 (12,091 )
Right-of-use assets 17,033,172 51,370 17,084,542 Right-of-use assets
Intangible assets 1,037,948 (51,370 ) 986,578 Intangible assets
Goodwill 3,661 3,661 Goodwill
Long term deferred<br> expenses 2,302,496 (2,302,496 )
Deferred<br> tax assets 1,113,173 1,113,173 Deferred tax assets
Total<br> non-current assets 33,016,298 33,016,298 Total<br> non-current assets
Total<br> assets 52,052,037 52,052,037 Total<br> assets
– 720 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Unadjusted Financial Information Adjusted Financial Information under
--- --- --- --- --- --- --- --- --- --- ---
under CASBE Reclassification the Company’s Accounting Policies
(Note 1)
RMB’000 RMB’000 RMB’000
Current liabilities Current liabilities
Short-term loans 5,130,220 300 5,130,520 Loans and borrowings
Accounts payable 9,816,258 3,009,176 12,825,434 Trade and other payables
Accounts collected in advance 106,068 106,068 Receipts in advance
Contract liabilities 4,850,842 4,850,842 Contract liabilities
Payroll payable 602,858 (602,858 )
Taxes payable 245,449 (223,301 ) 22,148 Current taxation
Other payables 1,725,135 (1,725,135 )
Non-current liabilities due within<br> one year 1,792,352 (1,792,352 )
1,792,052 1,792,052 Lease liabilities
Other current<br> liabilities 457,882 (457,882 )
Total<br> current liabilities 24,727,064 24,727,064 Total current<br> liabilities
Non-current liabilities Non-current liabilities
Long-term borrowings 349,890 349,890 Loans and borrowings
Lease liabilities 20,781,462 20,781,462 Lease liabilities
84,729 84,729 Other payables
Estimated liabilities 37,797 (37,797 )
Deferred income 99,471 99,471 Deferred income
Deferred tax liabilities 74,684 74,684 Deferred tax liabilities
Other non-current<br> liabilities 46,932 (46,932 )
Total<br> non-current liabilities 21,390,236 21,390,236 Total non-current<br> liabilities
Total<br> liabilities 46,117,300 46,117,300 Total liabilities
Equity Equity
Paid-in capital (or capital stock) 9,075,037 9,075,037 Share capital
Capital reserves 4,315,325 4,315,325 Additional paid-in capital
Less: Treasury shares (488,768 ) 488,768
Other comprehensive income 5,074 (5,074 )
Surplus reserves 1,132,841 (1,132,841 )
Undistributed profits (8,100,438 ) (8,100,438 ) Retained earnings
649,147 649,147 Other reserves
Total Equity (or shareholders’<br> equity) attributable to parent company 5,939,071 5,939,071 Equity attributable to equity shareholders of the Company
Minority interests (4,334 ) (4,334 ) Non-controlling interests
Total<br> equity 5,934,737 5,934,737 Total equity
Total<br> liabilities and total equity 52,052,037 52,052,037 Total liabilities<br> and total equity
– 721 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

UNAUDITEDADJUSTED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION UNDER THE COMPANY’S ACCOUNTING POLICIES AT DECEMBER 31, 2022

Unadjusted Financial Information Adjusted Financial Information under
under CASBE Reclassification the Company’s Accounting Policies
(Note 1)
RMB’000 RMB’000 RMB’000
Current assets Current assets
Monetary funds 7,615,941 (114,492 ) 7,501,449 Cash and cash equivalents
114,492 114,492 Restricted cash
Loans and advances (short-term) 818,071 818,071 Loans and advances granted
Trading financial assets 890,827 890,827 Other investments
Factoring receivables 639,127 (639,127 )
Account receivable 530,611 4,215,419 4,746,030 Trade and other receivables
Advance payments 1,389,235 (1,389,235 )
Other receivables 649,676 (649,676 )
Inventories 10,466,589 10,466,589 Inventories
Non-current assets due within one<br> year 43,535 (43,535 )
Other current<br> assets 1,493,846 (1,493,846 )
Total<br> current assets 24,537,458 24,537,458 Total current<br> assets
Non-current assets Non-current assets
Loans and advances 76,991 76,991 Loans and advances granted
Long-term receivables 264,651 264,651 Other receivables
Long term equity investments 3,639,581 3,639,581 Interests in equity-accounted investees
Other non-current financial assets 3,918,000 3,918,000 Other investments
Investment properties 311,134 311,134 Investment properties
Fixed assets 4,114,413 3,296,464 7,410,877 Property, plant and equipment
Construction in progress 383,281 (383,281 )
Productive biological assets 12,728 (12,728 )
Right-of-use assets 19,417,724 52,505 19,470,229 Right-of-use assets
Intangible assets 1,313,823 (41,605 ) 1,272,218 Intangible assets
Development expenditure 10,900 (10,900 )
Goodwill 3,661 3,661 Goodwill
Long term deferred expenses 2,900,455 (2,900,455 )
Deferred tax<br> assets 1,238,415 1,238,415 Deferred tax assets
Total<br> non-current assets 37,605,757 37,605,757 Total non-current<br> assets
Total<br> assets 62,143,215 62,143,215 Total assets
– 722 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Unadjusted Financial Information under Adjusted Financial Information under
--- --- --- --- --- --- --- --- --- --- ---
CASBE Reclassification the Company’s Accounting Policies
(Note 1)
RMB’000 RMB’000 RMB’000
Current liabilities Current liabilities
Short-term loans 6,528,480 141,247 6,669,727 Loans and borrowings
Accounts payable 12,155,433 3,325,600 15,481,033 Trade and other payables
Accounts collected in advance 196,630 196,630 Receipts in advance
Contract liabilities 4,826,601 4,826,601 Contract liabilities
Payroll payable 758,315 (758,315 )
Taxes payable 229,607 (206,886 ) 22,721 Current taxation
Other payables 1,899,604 (1,899,604 )
Non-current liabilities due within<br> one year 2,011,864 (2,011,864 )
1,870,617 1,870,617 Lease liabilities
Other current<br> liabilities 460,795 (460,795 )
Total<br> current liabilities 29,067,330 29,067,330 Total current<br> liabilities
Non-current liabilities Non-current liabilities
Long-term borrowings 2,070,085 2,070,085 Loans and borrowings
Lease liabilities 23,110,834 23,110,834 Lease liabilities
7,384 7,384 Other payables
Estimated liabilities 7,384 (7,384 )
Deferred income 104,500 104,500 Deferred income
Deferred tax<br> liabilities 126,183 126,183 Deferred tax liabilities
Total<br> non-current liabilities 25,418,986 25,418,986 Total non-current<br> liabilities
Total<br> liabilities 54,486,315 54,486,315 Total liabilities
Equity Equity
Paid-in capital (or capital stock) 9,075,037 9,075,037 Share capital
Capital reserves 4,292,123 4,292,123 Additional paid-in capital
Less: Treasury shares (263,484 ) 263,484
Other comprehensive income 440 (440 )
Surplus reserves 1,113,275 (1,113,275 )
Undistributed profits (6,751,820 ) (6,751,820 ) Retained earnings
850,231 850,231 Other reserves
Total Equity (or shareholders’<br> equity) attributable to parent company 7,465,571 7,465,571 Equity attributable to equity shareholders of the Company
Minority interests 191,329 191,329 Non-controlling interests
Total<br> equity 7,656,900 7,656,900 Total equity
Total<br> liabilities and total equity 62,143,215 62,143,215 Total liabilities<br> and total equity
– 723 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

UNAUDITED ADJUSTED CONSOLIDATED STATEMENTS OF FINANCIAL POSITIONUNDER THE COMPANY’S ACCOUNTING POLICIES AT DECEMBER 31, 2021

Unadjusted Financial Information Adjusted Financial Information under
under CASBE Reclassification the Company’s Accounting Policies
(Note 1)
RMB’000 RMB’000 RMB’000
Current assets Current assets
Monetary funds 9,163,128 (452,918 ) 8,710,210 Cash and cash equivalents
452,918 452,918 Restricted cash
Loans and advances (short-term) 568,806 568,806 Loans and advances granted
Trading financial assets 1,560,918 1,560,918 Other investments
Factoring receivables 1,411,455 (1,411,455 )
Account receivable 477,000 6,153,139 6,630,139 Trade and other receivables
Advance payments 1,972,321 (1,972,321 )
Other receivables 742,369 (742,369 )
Inventories 10,791,491 10,791,491 Inventories
Non-current assets due within one<br> year 41,563 (41,563 )
Other current<br> assets 1,985,431 (1,985,431 )
Total<br> current assets 28,714,482 28,714,482 Total current<br> assets
Non-current assets Non-current assets
Loans and advances 245,811 245,811 Loans and advances granted
Long-term receivables 73,044 73,044 Other receivables
Long term equity investments 4,773,553 4,773,553 Interests in equity-accounted investees
Other non-current financial assets 4,100,000 4,100,000 Other investments
Investment properties 321,941 321,941 Investment properties
Fixed assets 4,646,074 3,904,452 8,550,526 Property, plant and equipment
Construction in progress 410,335 (410,335 )
Productive biological assets 11,628 (11,628 )
Right-of-use assets 21,967,161 50,077 22,017,238 Right-of-use assets
Intangible assets 1,525,435 (50,077 ) 1,475,358 Intangible assets
Goodwill 3,661 3,661 Goodwill
Long term deferred expenses 3,482,489 (3,482,489 )
Deferred tax<br> assets 1,036,025 1,036,025 Deferred tax assets
Total<br> non-current assets 42,597,157 42,597,157 Total non-current<br> assets
Total<br> assets 71,311,639 71,311,639 Total assets
– 724 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP
Unadjusted Financial Information Adjusted Financial Information under
--- --- --- --- --- --- --- --- --- --- ---
under CASBE Reclassification the Company’s Accounting Policies
(Note 1)
RMB’000 RMB’000 RMB’000
Current liabilities Current liabilities
Short-term loans 10,947,557 30,031 10,977,588 Loans and borrowings
Notes payable 33,000 (33,000 )
Accounts payable 12,518,577 4,012,695 16,531,272 Trade and other payables
Accounts collected in advance 199,816 199,816 Receipts in advance
Contract liabilities 4,303,074 4,303,074 Contract liabilities
Payroll payable 665,286 (665,286 )
Taxes payable 202,850 (162,709 ) 40,141 Current taxation
Other payables 2,761,266 (2,761,266 )
Non-current liabilities due within one year 2,069,851 (2,069,851 )
2,039,820 2,039,820 Lease liabilities
Other current liabilities 390,434 (390,434 )
Total current liabilities 34,091,711 34,091,711 Total current liabilities
Non-current liabilities Non-current liabilities
Long-term borrowings 1,021,070 1,021,070 Loans and borrowings
Lease liabilities 24,826,561 24,826,561 Lease liabilities
3,628 3,628 Other payables
Estimated liabilities 3,628 (3,628 )
Deferred income 118,370 118,370 Deferred income
Deferred tax liabilities 172,895 172,895 Deferred tax liabilities
Total non-current liabilities 26,142,524 26,142,524 Total non-current liabilities
Total liabilities 60,234,235 60,234,235 Total liabilities
Equity Equity
Paid-in capital (or capital stock) 9,075,037 9,075,037 Share capital
Capital reserves 4,276,145 4,276,145 Additional paid-in capital
Other comprehensive income 1,494 (1,494 )
Surplus reserves 1,103,807 (1,103,807 )
Undistributed profits (3,797,685 ) (3,797,685 ) Retained earnings
1,105,301 1,105,301 Other reserves
Total Equity (or shareholders’ equity) attributable<br> to parent company 10,658,798 10,658,798 Equity attributable to equity shareholders of the Company
Minority interests 418,606 418,606 Non-controlling interests
Total equity 11,077,404 11,077,404 Total equity
Total liabilities and total equity 71,311,639 71,311,639 Total liabilities and total equity
– 725 –
APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Note:

1. To<br> align with the presentation of the consolidated financial statements of the Target Group<br> with that of the Group, reclassification adjustments are made to the “Unadjusted Financial<br> Information under CASBE” as at and for the years ended December 31, 2021, 2022 and<br> 2023, and the six months ended June 30, 2024 which are extracted from the Target Group Historical<br> Financial Information. Such reclassifications are made according to the Company’s accounting<br> policies under IFRS by splitting or re-grouping certain account captions of the Target Group.<br> These reclassifications do not have any impact on the net profit nor the net assets of the<br> Target Group.
– 726 –
APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP
A. UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP
--- ---

INTRODUCTION

The following is the unaudited pro forma financial information of the Group (the “Unaudited Pro Forma Financial Information”) as if the Acquisition had been completed on June 30, 2024 for the unaudited pro forma consolidated statement of financial position of the Group as at June 30, 2024, and as if the Acquisition had been completed at the beginning of the six months ended June 30, 2024 for the unaudited pro forma consolidated statement of profit or loss, the unaudited pro forma consolidated statement of profit or loss and other comprehensive income and the unaudited pro forma consolidated statement of cash flows for the six months ended June 30, 2024. Details of the Acquisition are set out in the section entitled “Letter from the Board” contained in this circular.

The Unaudited Pro Forma Financial Information of the Group is based on the unaudited consolidated statement of financial position of the Group as at June 30, 2024, and the unaudited consolidated statement of profit or loss, the unaudited consolidated statement of profit or loss and other comprehensive income and the unaudited consolidated statement of cash flows for the six months ended June 30, 2024 as extracted from the Company’s interim financial report for the six months ended June 30, 2024, after making unaudited pro forma adjustments to reflect the effect of the Acquisition.

The Unaudited Pro Forma Financial Information is based on a number of assumptions, estimates and uncertainties. Among other key assumptions, the Directors of the Company have assumed that the Company would be able to raise sufficient funding through internal resources, bank borrowings and/or external financing to finance the Acquisition.

The Unaudited Pro Forma Financial Information of the Group has been prepared in accordance with paragraph 4.29 of the Listing Rules for the purpose of illustrating the effect of the Acquisition only. Because of its hypothetical nature, such Unaudited Pro Forma Financial Information may not give a true picture of the financial position or results of the Group had the Acquisition been completed as at the specified date or any future dates.

The Unaudited Pro Forma Financial Information of the Group should be read in conjunction with the historical financial information of the Group set out in the interim financial report of the Company for the six months ended June 30, 2024 and with other financial information included elsewhere in this circular.

– 727 –
APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

UNAUDITEDPRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE GROUP AS AT JUNE 30, 2024

Unaudited<br> consolidated<br> statement<br> of<br> financial<br> position of the<br> Group as at<br> June 30, 2024 Unaudited<br> pro forma<br> adjustments<br> in<br> respect of the<br> Acquisition Unaudited<br> pro forma<br> consolidated<br><br> statement of<br> financial<br> position of the<br> Group as at<br> June 30, 2024
RMB’000 RMB’000 RMB’000
Note 1 Note 2 & 3
ASSETS
Non-current assets
Property, plant and equipment 1,047,687 1,047,687
Right-of-use assets 3,684,817 3,684,817
Intangible assets 12,333 12,333
Goodwill 21,247 21,247
Deferred tax assets 116,577 116,577
Other investments 106,102 106,102
Trade and other receivables 173,136 173,136
Term deposits 103,308 103,308
Interests in equity-accounted investees 14,814 6,270,118 6,284,932
5,280,021 11,550,139
Current assets
Other investments 350,913 350,913
Inventories 1,949,849 1,949,849
Trade and other receivables 1,614,148 1,614,148
Cash and cash equivalents 6,233,089 (6,270,118 ) (37,029 )
Restricted cash 1,965 1,965
Term deposits 283,007 283,007
10,432,971 4,162,853
Total assets 15,712,992 15,712,992
– 728 –
APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP
Unaudited<br> consolidated<br> statement<br> of<br> financial<br> position of the<br> Group as at<br> June 30, 2024 Unaudited<br> pro forma<br> adjustments<br> in<br> respect of the<br> Acquisition Unaudited<br> pro forma<br> consolidated<br><br> statement of<br> financial<br> position of the<br> Group as at<br> June 30, 2024
--- --- --- --- --- --- ---
RMB’000 RMB’000 RMB’000
Note 1 Note 2 & 3
LIABILITIES
Non-current liabilities
Contract liabilities 39,299 39,299
Loans and borrowings 6,414 6,414
Other payables 32,786 32,786
Lease liabilities 1,481,836 1,481,836
Deferred income 37,480 37,480
1,597,815 1,597,815
Current liabilities
Contract liabilities 344,422 344,422
Loans and borrowings 713 713
Trade and other payables 3,328,888 3,328,888
Lease liabilities 455,453 455,453
Deferred income 6,685 6,685
Current taxation 254,235 254,235
4,390,396 4,390,396
Total liabilities 5,988,211 5,988,211
Net assets 9,724,781 9,724,781
EQUITY
Share capital 95 95
Additional paid-in capital 5,543,845 5,543,845
Other reserves 1,260,576 1,260,576
Retained earnings 2,892,259 2,892,259
Equity attributable to equity shareholders<br> of the Company 9,696,775 9,696,775
Non-controlling<br> interests 28,006 28,006
Total equity 9,724,781 9,724,781
– 729 –
APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

UNAUDITEDPRO FORMA CONSOLIDATED STATEMENT OF PROFIT OR LOSS OF THE GROUP FOR THE SIX MONTHS ENDED JUNE 30, 2024

Unaudited<br> consolidated<br> statement<br> of<br> profit or loss<br> of the Group<br> for the six<br> months ended<br> June 30, 2024 Unaudited<br> pro forma<br> adjustments<br> in<br> respect of the<br> Acquisition Unaudited<br> pro forma of<br> consolidated<br><br> statement of<br> profit or loss<br> of the Group<br> for the six<br> months ended<br> June 30, 2024
RMB’000 RMB’000 RMB’000
Note 1 Note 4
Revenue 7,758,743 7,758,743
Cost of sales (4,368,957 ) (4,368,957 )
Gross profit 3,389,786 3,389,786
Other income 12,698 12,698
Selling and distribution expenses (1,522,088 ) (1,522,088 )
General and administrative expenses (418,573 ) (418,573 )
Other net income 41,696 41,696
Credit loss on trade and other receivables (3,606 ) (3,606 )
Impairment loss on non-current assets (5,104 ) (5,104 )
Operating profit 1,494,809 1,494,809
Finance income 74,606 74,606
Finance costs (40,595 ) (40,595 )
Net finance income 34,011 34,011
Share of profit of equity-accounted investees, net<br> of tax 301 48,543 48,844
Profit before taxation 1,529,121 1,577,664
Income tax expense (351,742 ) (351,742 )
Profit for the period 1,177,379 1,225,922
Attributable to:
Equity shareholders of the Company 1,170,102 48,543 1,218,645
Non-controlling interests 7,277 7,277
Profit for the period 1,177,379 1,225,922
– 730 –
APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

UNAUDITEDPRO FORMA CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME OF THE GROUP FOR THE SIX MONTHS ENDED JUNE 30, 2024

Unaudited<br> consolidated<br> statement<br> of<br> profit or loss<br> and other<br> comprehensive<br> income of<br> the Group<br> for the six<br> months ended<br> June 30, 2024 Unaudited<br> pro forma<br> adjustments<br> in<br> respect of the<br> Acquisition Unaudited<br> pro forma of<br> consolidated<br><br> statement of<br> profit or loss<br> and other<br> comprehensive<br> income of<br> the Group<br> for the six<br> months ended<br><br> June 30, 2024
RMB’000 RMB’000 RMB’000
Note 1 Note 4
Profit<br> for the period 1,177,379 48,543 1,225,922
Items that may be reclassified subsequently to profit<br> or loss:
Exchange differences on translation of financial statements<br> of foreign operations 6,845 23 6,868
Equity-accounted investees –<br> share of other comprehensive income 1,925 1,925
Other comprehensive income for the<br> period 6,845 8,793
Total comprehensive<br> income for the period 1,184,224 1,234,715
Attributable to:
Equity shareholders of the Company 1,178,043 50,491 1,228,534
Non-controlling interests 6,181 6,181
Total comprehensive<br> income for the period 1,184,224 1,234,715
– 731 –
APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

UNAUDITEDPRO FORMA CONSOLIDATED STATEMENT OF CASH FLOWS OF THE GROUP FOR THE SIX MONTHS ENDED JUNE 30, 2024

Unaudited<br> consolidated<br> statement<br> of<br> cash flows of<br> the Group<br> for the six<br> months ended<br> June 30, 2024 Unaudited<br> pro forma<br> adjustments<br> in<br> respect of the<br> Acquisition Unaudited<br> pro forma of<br> consolidated<br><br> statement of<br> cash flows of<br> the Group<br> for the six<br> months ended<br> June 30, 2024
RMB’000 RMB’000 RMB’000
Note 1 Note 2
Cash flows from operating activities
Cash generated from operations 1,649,204 1,649,204
Income tax paid (355,448 ) (355,448 )
Net cash from<br> operating activities 1,293,756 1,293,756
Cash flows from investing activities
Payment for purchases of property, plant, equipment and<br> intangible assets (302,784 ) (302,784 )
Proceeds from disposal of property, plant and equipment<br> and intangible assets 3,166 3,166
Refund of prepayments
Payment for purchases of other investments (4,176,438 ) (4,176,438 )
Proceeds from disposal of other investments 4,077,046 4,077,046
Acquisition of interests in equity-accounted investees (6,270,118 ) (6,270,118 )
Placement of term deposits (256,855 ) (256,855 )
Maturity of term deposits 181,299 181,299
Interest income 68,249 68,249
Investment income from other investments 18,360 18,360
Net cash used<br> in investing activities (387,957 ) (6,658,075 )
– 732 –
APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP
Unaudited<br> consolidated<br> statement<br> of<br> cash flows of<br> the Group<br> for the six<br> months ended<br> June 30, 2024 Unaudited<br> pro forma<br> adjustments<br> in<br> respect of the<br> Acquisition Unaudited<br> pro forma of<br> consolidated<br><br> statement of<br> cash flows of<br> the Group<br> for the six<br> months ended<br> June 30, 2024
--- --- --- --- --- --- --- --- ---
RMB’000 RMB’000 RMB’000
Note 1 Note 2
Cash flows from financing activities
Proceeds from subscription of restricted share<br> units and exercise of share options 468 468
Payment of capital element and interest element of lease<br> liabilities (414,592 ) (414,592 )
Payment for repurchase of shares (36,914 ) (36,914 )
Dividends paid to equity shareholders of the Company (643,176 ) (643,176 )
Dividends paid to non-controlling<br> interests (1,612 ) (1,612 )
Net cash used<br> in financing activities (1,095,826 ) (1,095,826 )
Net decrease in cash and cash equivalents (190,027 ) (6,460,145 )
Cash and cash equivalents at the beginning<br> of the period 6,415,441 6,415,441
Effect of movements<br> in exchange rates on cash held 1,318 1,318
Cash and cash<br> equivalents at the end of the period 6,226,732 (43,386 )
– 733 –
APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

NOTESTO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

1. The<br> financial information of the Group as at and for the six months ended June 30, 2024 are extracted<br> from the Company’s interim financial report for the six months ended June 30, 2024.
2. On<br> September 23, 2024 (Hong Kong time), the Purchaser (a wholly-owned subsidiary of the Company)<br> entered into the Share Purchase Agreements with the Sellers, pursuant to which, the Purchaser<br> has conditionally agreed to acquire and the Sellers have conditionally agreed to sell the<br> 2,668,135,376 Target Shares (representing approximately 29.4% of the entire issued share<br> capital of the Target Company), at the Consideration in the amount of RMB6,270,118,000.
--- ---
The<br> Consideration shall be satisfied by cash and funded partly by the internal financial resources<br> of the Group and partly by external financing. The Company is in the course of liaising with<br> the external banks and going through the banks’ credit approval procedures to confirm<br> the borrowing amount and arrangement. For the purpose of this Unaudited Pro Forma Financial<br> Information, the Consideration is assumed to be fully funded by internal resources. The adjustment<br> in connection with the payment of the Consideration is not expected to have a continuing<br> effect on the Group.
Interest<br> income will decrease in line with the decrease of Cash and cash equivalents of the Group<br> as the Consideration is assumed to be fully funded by internal resources. The Unaudited Pro<br> Forma Financial Information has not considered the potential decrease in interest income.
3. Upon<br> the completion of the Acquisition, the Group will hold 29.4% of the Target Company’s<br> entire issued share capital. On the ground that the Group is able to exercise significant<br> influence over the Target Company, the Company’s interest in the Target Company will<br> be accounted for as investment in associates using the equity method in the Group’s<br> consolidated financial statements upon Completion in accordance with IAS 28 “Investments<br> in Associates and Joint Ventures” (“IAS 28”). Under the equity method,<br> the investment is initially recorded at cost, adjusted for any excess of the Group’s<br> share of the acquisition-date fair values of the investee’s identifiable net assets<br> over the cost of the investment (if any).
--- ---
The<br> Group will estimate its share of the fair value of the net identifiable assets of the Target<br> Group as at the date of the completion. The excess of the consideration over the Group’s<br> share of the fair value of the Target Group’s net identifiable assets will be accounted<br> for as goodwill, which will be included in the carrying amount of the investment. In the<br> opinion of the Directors, the fair values of the net identifiable assets of the Target Group<br> are subject to change upon completion of the Acquisition, as the fair values of the identifiable<br> assets and liabilities being acquired shall be assessed on the actual date of completion.
For<br> illustrative purpose, the Directors of the Company estimated the fair value of the Target<br> Group’s net identifiable assets on June 30, 2024 and calculated the pro forma goodwill<br> as follows, assuming the Acquisition had been completed on June 30, 2024:
Note RMB’000
--- --- --- --- ---
Carrying amounts of the Target Group’s<br> net assets based on the Adjusted Financial Information under the Company’s Policies as at June 30, 2024 (i) 6,152,088
Fair value adjustments on intangible assets, properties,<br> and land-use rights held by the Target Group (ii) 9,148,051
Effect of deferred tax liabilities<br> estimated at corporate income tax rate of 25% (iii) (2,287,013 )
Estimated fair value of the Target<br> Group’s net identifiable assets as at June 30, 2024 13,013,126
The Group’s ownership interest upon completion of<br> the Acquisition 29.4 %
The Group’s share of 29.40% of the Target Group’s<br> net identifiable assets 3,825,859
Total consideration 2 6,270,118
Pro forma goodwill arising from<br> the Acquisition 2,444,259
(i) The<br> amount is extracted from the Adjusted Financial Information under the Company’s Policies<br> in Appendix II to this circular.
--- ---
(ii) The<br> amount was determined by the Directors of the Company with reference to a preliminary valuation<br> result.
--- ---
(iii) Deferred<br> tax liabilities are recognised for temporary differences arising from the recognised fair<br> value adjustments on Target Group’s intangible assets, properties, land use rights<br> above and based on a corporate income tax rate of 25%.
--- ---
– 734 –
APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

For the purpose of this Unaudited Pro Forma Financial Information, the investment is recorded at RMB6,270,118,000, being the total consideration paid/payable by the Company, as the total consideration paid exceeds the estimated fair value of the Target Group’s net identifiable assets at June 30 2024.

With reference to paragraph 42 of IAS 28, goodwill that forms part of the carrying amount of the net investment in an associate is not separately recognised and it is not tested for impairment separately by applying the requirements for goodwill impairment testing in IAS 36 Impairment of Assets (“IAS 36”). Instead, the entire carrying amount of the investment is tested for impairment in accordance with IAS 36 as a single asset, by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount whenever application of paragraphs 41A, 41B and 41C of IAS 28 indicates that the net investment may be impaired. For illustrative purpose, the directors of the Company considered if there is an indicator that the recoverable amount (i.e. higher of value in use and fair value less costs of disposal) is less than the carrying amount of the investment. With reference to the stock price of the Target Company in an active market and the most recent business operation of the Target Company, the directors of the Company assessed that there is no indicator that causes the doubt of recoverability of the investment exists and no impairment test is considered necessary. The Directors will adopt the same key assumptions, accounting policies and/or valuation method in assessing the impairment of the investment in future financial periods.

4. The<br> pro forma adjustments represents the share of the Target Group’s profit and other comprehensive<br> income under the equity method assuming the Acquisition had been completed on January 1,<br> 2024.

The Group’s share of the Target Group’s profit and other comprehensive income is calculated as the following:

Note For the six <br> months ended <br><br> June 30, 2024
(RMB’000)
Share of the Target<br> Group’s profit
The Target Group’s profit for the period (i) 210,828
Additional depreciation and amortisation arising from<br> the fair value adjustments made to the intangible assets, properties and land-use right held by the Target Group (ii) (60,955 )
Effect of deferred tax expense estimated<br> at corporate income tax rate of 25% 15,239
The Target Group’s profit<br> for the period for the purpose of equity method 165,112
The Group’s ownership interest upon completion of<br> the Acquisition 29.4 %
The Group’s share of the Target Group’s profit<br> for the period under equity method 48,543
Share of the Target<br> Group’s other comprehensive income
The Target Group’s other comprehensive income for<br> the period
– other comprehensive income that can be converted<br> into losses and profits under the equity method (i) 6,546
– balance arising from the translation of foreign<br> currency financial statements (i) 79
The Group’s ownership interest upon completion of<br> the Acquisition 29.4 %
The Group’s share of the Target Group’s other<br> comprehensive income for the period under equity method
– other comprehensive income that can be converted<br> into losses and profits under the equity method 1,925
– balance arising from the translation of foreign<br> currency financial statements 23
(i) These<br> amounts are extracted from the Adjusted Financial Information under the Company’s Policies<br> in Appendix II to this circular.
--- ---
(ii) The<br> amount represents the additional depreciation and amortisation of the intangible assets,<br> properties and land-use right held by the Target Group. It is calculated based on the estimated<br> fair value adjustments of these assets and corresponding expected useful lives after the<br> acquisition date, assuming the Acquisition had been completed on January 1, 2024.
--- ---
The adjustments<br> in respect of the Group’s share of the Target Group’s profit and other comprehensive<br> income are expected to have a continuing effect on the Group.
--- ---
5. No<br> adjustment has been made to the Unaudited Pro Forma Financial Information for acquisition-related<br> costs (including fees to legal advisers, reporting accountants, valuer, printer and other<br> expenses) as the Directors of the Company determined that such costs are insignificant.
6. No<br> adjustment has been made to the Unaudited Pro Forma Financial Information to reflect any<br> trading results or other transactions of the Group or the Target Group entered into subsequent<br> to June 30, 2024.
--- ---
– 735 –
APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP
B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP
--- ---

Thefollowing is the text of a report received from the reporting accountants, KPMG, Certified Public Accountants, Hong Kong, in respectof the Group’s pro forma financial information for the purpose of incorporation in this circular.

INDEPENDENTREPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION

TOTHE DIRECTORS OF MINISO GROUP HOLDING LIMITED

We have completed our assurance engagement to report on the compilation of pro forma financial information of MINISO Group Holding Limited (the “Company”) and its subsidiaries (collectively the “Group”) by the directors of the Company (the “Directors”) for illustrative purposes only. The pro forma financial information consists of the unaudited pro forma consolidated statement of financial position as at June 30, 2024 and the unaudited pro forma consolidated statement of profit or loss, pro forma statement of profit or loss and other comprehensive income and pro forma consolidated statement of cash flows for the six months ended June 30, 2024 and related notes as set out in Part A of Appendix III to the circular dated November 22, 2024 (the “Circular”) issued by the Company. The applicable criteria on the basis of which the Directors have compiled the pro forma financial information are described in Part A of Appendix III to the Circular.

The pro forma financial information has been compiled by the Directors to illustrate the impact of the proposed acquisition of Yonghui Superstores Co., Ltd^1^ (永輝超市股 有限公司) (the “Target Company”) (the “Proposed Acquisition”) on the Group’s financial position as at June 30, 2024 and the Group’s financial performance and cash flows for the six months ended June 30, 2024 as if the Proposed Acquisition had taken place at June 30, 2024 and January 1, 2024, respectively. As part of this process, information about the Group’s financial position at June 30, 2024 and financial performance and cash flows for the six months ended June 30, 2024 has been extracted by the Directors from the interim report of the Group for the six months ended June 30, 2024, on which a review report has been published.

Directors’Responsibilities for the Pro Forma Financial Information

The Directors are responsible for compiling the pro forma financial information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” (“AG 7”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”).

OurIndependence and Quality Management

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

1 English<br> translation is for identification purpose only.
– 736 –
APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Our firm applies Hong Kong Standard on Quality Management 1 “Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements”, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

ReportingAccountants’ Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements (“HKSAE”) 3420 “Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus” issued by the HKICPA. This standard requires that the reporting accountants plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled the pro forma financial information in accordance with paragraph 4.29 of the Listing Rules, and with reference to AG 7 issued by the HKICPA.

For purpose of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

The purpose of pro forma financial information included in an investment circular is solely to illustrate the impact of a significant event or transaction on the unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the events or transactions at January 1, 2024 or June 30, 2024 would have been as presented.

A reasonable assurance engagement to report on whether the pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

· the<br> related pro forma adjustments give appropriate effect to those criteria; and
· the<br> pro forma financial information reflects the proper application of those adjustments to the<br> unadjusted financial information.
--- ---

The procedures selected depend on the reporting accountants’ judgement, having regard to the reporting accountants’ understanding of the nature of the Group, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Opinion

In our opinion:

(a) the<br> pro forma financial information has been properly compiled on the basis stated;
(b) such<br> basis is consistent with the accounting policies of the Group, and
--- ---
(c) the<br> adjustments are appropriate for the purposes of the pro forma financial information as disclosed<br> pursuant to paragraph 4.29(1) of the Listing Rules.
--- ---

KPMG

Certified Public Accountants

Hong Kong

November 22, 2024

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APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

Setout below is the management discussion and analysis of the Group for each of the three years ended June 30, 2022 and 2023 and each ofthe six months ended December 31, 2023 and June 30, 2024 respectively, as extracted from the relevant sections in the annual reportsof the Company (for the financial years ended June 30, 2022, 2023 and the six months ended December 31, 2023) and interim report of theCompany (for the six months ended June 30, 2024) respectively. The Company has changed its financial year end date from June 30 to December31 with effect from January 17, 2024.

1. FOR<br> THE YEAR ENDED JUNE 30, 2022

Business Overview

For the fiscal year ended June 30, 2022, the aggregate GMV of products sold through our MINISO store network reached approximately RMB18.4 billion. TOP TOY brand achieved a GMV of RMB595.6 million in the same fiscal year in multi-channels.

Brands and Products

In the fiscal year ended June 30, 2022, we launched an average of over 550 stock keeping units (“SKUs”) under the “MINISO” brand per month, and we offered consumers a wide selection of over 9,000 core SKUs, the vast majority of which are under the “MINISO” brand. Our MINISO product offering spans across 11 major categories, including home decor, small electronics, textile, accessories, beauty tools, toys, cosmetics, personal care, snacks, fragrance and perfumes, and stationery and gifts.

Under the TOP TOY brand, we offered around 3,800 SKUs as of June 30, 2022 across 8 major categories, including blind boxes, toy bricks, model figures, model kits, collectible dolls, Ichiban Kuji, sculptures, and other popular toys.

As of June 30, 2022, we have established co-branding relationships with IP licensors owning 75 popular brands. We also co-developed new IPs with talented independent artists into popular IP products. As of June 30, 2022, we had co-developed 190 IP products under our TOP TOY brand with 14 IP licensors.

Other Key Operating Data

The following tables set forth certain of our key operating data of MINISO stores in mainland China and overseas markets:

For the fiscal year ended
June 30,
2021 2022
MINISO stores in China^(1)^
Total GMV (RMB in millions) 10,406 10,400
Annualized average revenue per MINISO<br> store (RMB in millions) 2.5 2.2
Number of transactions (in millions) 305.7 285.1
Sales volume of SKUs (in millions) 904.0 857.8
Average spending per transaction (RMB) 34.0 36.5
Average selling price (RMB) 11.5 12.1
MINISO stores in overseas markets^(1)^
Total<br> GMV^(2)^ (RMB in millions) 4,860 6,414
Asian countries excluding China^(2)^(RMB in millions) 2,221 2,435
Americas^(2)^(RMB in millions) 1,813 2,717
Europe (RMB in millions) 276 562
Others (RMB in millions) 550 700
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APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP
For the fiscal year ended
--- --- --- --- ---
June 30,
2021 2022
Annualized average revenue per MINISO store^(2)^ 1.0 1.4
Asian countries excluding China^(2)^(RMB in millions) 1.0 1.1
Americas^(2)^(RMB in millions) 1.2 2.3
Europe (RMB in millions) 1.2 1.3
Others (RMB in millions) 0.6 0.5

Notes:

(1) Annualized<br> average revenue per MINISO store is annualized revenue calculated by dividing (a) revenue<br> of MINISO brand by (b) the average of number of stores at the beginning and the end of the<br> relevant period. The data of total GMV, number of transactions, sales volume of SKUs, average<br> spending per transaction and average selling price includes data from offline channels only.
(2) Total<br> GMV of MINISO stores in overseas markets increased from RMB4,860 million in the fiscal year<br> ended June 30, 2021 to RMB6,414 million in the fiscal year ended June 30, 2022, mainly due<br> to the recovery of international markets from the COVID-19 pandemic, especially in Asian<br> countries excluding China and Americas, which were our largest and second largest overseas<br> markets in terms of store count and GMV, respectively. A similar trend was seen in annualized<br> average revenue per MINISO store.
--- ---

Our TOP TOY stores started operating in December 2020 in China. For the fiscal years ended June 30, 2021, and 2022, (i) total GMV of TOP TOY offline stores was RMB86.3 million and RMB519.2 million, respectively, (ii) annualized average revenue per TOP TOY store was RMB6.0 million and RMB5.3 million, respectively, (iii) number of transactions of TOP TOY stores was 0.6 million and 4.1 million, respectively, (iv) sales volume of SKUs of TOP TOY stores was RMB1.2 million and RMB7.6 million, respectively, (v) average spending per transaction in TOP TOY stores was RMB136.3 and RMB126.2, respectively, and (vi) average selling price in TOP TOY stores was RMB70.5 and RMB68.6, respectively. Annualized average revenue per TOP TOY store is annualized revenue calculated by dividing (a) revenue of TOP TOY brand by (b) the average of number of stores at the beginning and the end of the relevant period. The data of total GMV, number of transactions, sales volume of SKUs, average spending per transaction and average selling price includes data from offline channels only.

The following table sets forth the GMV through online channels of MINISO brand in China for the periods indicated:

As of June<br> 30,
2021 2022
(RMB in millions)
MINISO brand in China
Total<br> GMV through online channels^(1)^ 739 687

Note:

(1) Excludes<br> GMV through online to offline (“O2O”) platforms which is accounted for<br> in GMV through offline channels.

Revenue

Our total revenue increased by 11.2% from RMB9,071.7 million for the fiscal year ended June 30, 2021 to RMB10,085.6 million for the fiscal year ended June 30, 2022, mainly attributable to an increase in revenue generated from sales of lifestyle products and pop toys, which increased by 12.0% from RMB8,036.7 million for the fiscal year ended June 30, 2021 to RMB8,997.7 million for the fiscal year ended June 30, 2022. The increase in revenue generated from sales of lifestyle products and pop toys was mainly due to (i) an increase in the number of MINISO stores and TOP TOY stores, and (ii) gradual recovery of business operations of MINISO stores from the COVID-19 pandemic in overseas markets in 2022 compared to the 2021.

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APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

During the period, the total number of MINISO stores, including those in China and overseas markets, increased from 4,749 as of June 30, 2021 to 5,199 as of June 30, 2022. The number of TOP TOY stores increased from 33 as of June 30, 2021 to 97 as of June 30, 2022.

Cost of Sales

Our cost of sales increased by 5.6% from RMB6,641.0 million for the fiscal year ended June 30, 2021 to RMB7,015.9 million for the fiscal year ended June 30, 2022, mainly due to a corresponding increase in our revenue.

Gross Profit and Gross Margin

Gross profit increased by 26.3% from RMB2,430.7 million for the fiscal year ended June 30, 2021 to RMB3,069.8 million for the fiscal year ended June 30, 2022, and gross margin increased from 26.8% to 30.4% during the same period. The increase in gross profit and gross margin was mainly driven by (i) an increase in revenue contribution from the Company’s international operations, which generally have a higher gross margin than the Company’s domestic operations. International operations contributed 26.2% of our total revenue for the fiscal year ended June 30, 2022, compared to 19.6% for the fiscal year ended June 30, 2021, and (ii) higher gross margin contributed by newly launched products in relation to our execution of strategic brand upgrade of MINISO in China.

Other Income

Our other income decreased by 50.3% from RMB52.1 million for the fiscal year ended June 30, 2021 to RMB25.9 million for the fiscal year ended June 30, 2022, primarily due to a decrease in government grants. There are different types of government grants and the amount of which generally fluctuates from period to period.

Selling and Distribution Expenses

Our selling and distribution expenses increased by 19.5% from RMB1,206.8 million for the fiscal year ended June 30, 2021 to RMB1,442.3 million for the fiscal year ended June 30, 2022. Excluding equity-settled share-based payment expenses, our selling and distribution expenses increased from RMB1,075.6 million to RMB1,390.3 million during the same period, which was primarily due to (i) increased personnel-related expenses; (ii) increased licensing expenses in relation to our enlarging IP library and enriching offerings of IP products; and (iii) increased promotion and advertising expense, mainly in connection with our strategic brand upgrade of MINISO in China.

General and Administrative Expenses

Our general and administrative expenses increased by 0.7% from RMB810.8 million for the fiscal year ended June 30, 2021 to RMB816.2 million for the fiscal year ended June 30, 2022. Excluding equity-settled share-based payment expenses, our general and administrative expenses increased by 18.9% from RMB660.7 million to RMB785.4 million during the same period, which was primarily due to (i) increased depreciation and amortization expenses, mainly related to the land use right of the Company’s headquarters building project; and (ii) increased personnel-related expenses, which were partially offset by decreased office operating expense as a result of expense control measures taken by the Company to tackle the resurgence of COVID-19 in China.

Other Net (Loss)/Income

Our other net income was RMB87.3 million for the fiscal year ended June 30, 2022, compared to other net loss of RMB40.4 million for the fiscal year ended June 30, 2021. This change was mainly attributable to a net foreign exchange gain of RMB14.0 million for the fiscal year ended June 30, 2022, compared to a net foreign exchange loss of RMB114.2 million for the fiscal year ended June 30, 2021.

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APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

CreditLoss on Trade and Other Receivables

Our credit loss on trade and other receivables was RMB20.8 million and RMB28.9 million for the fiscal years ended June 30, 2021 and 2022, respectively.

Impairment Loss on Non-current Assets

Our impairment loss on non-current assets was RMB2.9 million and RMB13.5 million for the fiscal years ended June 30, 2021 and 2022, respectively. We recorded impairment loss on non-current assets of directly operated stores.

Operating Profit

As a result of the foregoing, we recorded operating profit of RMB882.0 million for the fiscal year ended June 30, 2022, representing an increase of 119.9% from RMB401.0 million for the fiscal year ended June 30, 2021.

Net Finance Income

Our net finance income increased by 172.0% from RMB12.1 million for the fiscal year ended June 30, 2021 to RMB32.9 million for the fiscal year ended June 30, 2022, mainly due to an increase in interest income from bank deposits.

Fair Value Changes of Redeemable Shares with Other Preferential Rights

Our fair value changes of redeemable shares with other preferential rights were a loss of RMB1,625.3 million for the fiscal year ended June 30, 2021 and nil for the fiscal year ended June 30, 2022. The change was primarily due to the conversion of preferred shares into Class A ordinary shares upon the completion of our initial public offering in the United States and the termination of preferential rights attached to those preferred shares.

Share of Loss of Equity-accounted Investee, Net of Tax

Our share of loss of equity-accounted investee, net of tax was a loss of RMB8.2 million for the fiscal year ended June 30, 2022, compared to RMB4.0 million for the fiscal year ended June 30, 2021. We had share of loss of equity-accounted investee, net of tax for the fiscal years ended June 30, 2021 and 2022 due to our investment into and share of 20% of loss of a company which was established to acquire the land use right of a parcel of land in Guangzhou for the purpose of establishing a new headquarters building for our Group in August 2020. In October 2021, we acquired the remaining 80% equity interest in this company and we currently own 100% equity interests of the then equity-accounted investee.

Income Tax Expense

We recorded income tax expense of RMB267.1 million for the fiscal year ended June 30, 2022, compared to RMB213.3 million for the fiscal year ended June 30, 2021.

(Loss)/Profit for the Year

As a result of the foregoing, we recorded a profit for the year of RMB639.7 million for the fiscal year ended June 30, 2022, compared to a loss of RMB1,429.4 million for the fiscal year ended June 30, 2021.

Current Ratio

Our current ratio decreased from 2.6 as of June 30, 2021 to 2.1 as of June 30, 2022, primarily due to a decrease in total current assets of RMB1,126.5 million, which was a result of a decrease in inventories of RMB308.0 million, and a decrease in cash and cash equivalents of RMB1,423.2 million, partially offset by an increase in term deposits of RMB236.9 million.

– 742 –
APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

Liquidityand Capital Resources

As at June 30, 2022, our cash, cash equivalents, restricted cash, term deposits, and other investments decreased by 15.3% from RMB6,878.3 million as at June 30, 2021, to RMB5,828.3 million. The decrease was primarily attributable to (i) the increase of net cash used in investing activities, mainly relating to the construction of the headquarters building and (ii) the increase of net cash used in financing activities, mainly from dividends paid to our Shareholders.

Significant Investments

We did not make or hold any significant investments during the fiscal year ended June 30, 2022.

Material Acquisitions and Disposals

On October 27, 2021, we acquired 80% equity interest in YGF Investment V Limited (“YGF Investment”), which owns the land use right of a parcel of land in Guangzhou for the purpose of establishing a new headquarters building for our Group, at a total consideration of RMB694.5 million. Upon the completion, YGF Investment became a wholly-owned subsidiary of the Company. We have also consolidated the financial results of YGF Investment into our financial statements since the completion of this acquisition.

Save as disclosed above, we did not have any material acquisitions or disposals of subsidiaries, consolidated affiliated entities or associated companies during the fiscal year ended June 30, 2022.

Pledge of Assets

As of June 30, 2022, none of our Group’s assets was pledged.

Cash Management Policy

We believe we can make better use of our cash by making appropriate investments in short-term investment products, which generate income without interfering with our business operation or capital expenditures. Our investment decisions with respect to financial products are made on a case-by-case basis and after due and careful consideration of a number of factors, including, but not limited to, the market conditions, the economic developments, the anticipated investment conditions, the investment cost, the duration of the investment and the expected benefit and potential loss of the investment. We have established a set of internal control measures which allow us to achieve reasonable returns on our investment while mitigating our exposure to high investment risks. These policies and measures were formulated by our senior management.

In order to make full use of idle funds, improve the utilization rate of surplus funds, and increase our income, under the premise of not affecting our normal business activities, subject to approval from our chief financial officer, we may purchase a certain amount of wealth management products from financial institutions. According to our internal policies, the manager of our treasury department should make proposals to invest in wealth management products to our chief financial officer and such proposals must be reviewed and approved by our chief financial officer. In assessing a proposal to invest in wealth management products, a number of criteria must be met, including but not limited to the following:

· the<br> purchase of wealth management products is limited to low-risk products such as wealth management<br> products with risk level below R2, principal-guaranteed products, and treasury notes issued<br> by banks. The purchase of high-risk financial instruments such as securities and futures<br> is strictly prohibited.
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APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP
· the<br> expected return of the purchased wealth management products should be not lower than bank’s<br> deposit interest rate for term deposits of the same period, the product structure should<br> be relatively simple, and the purchases should be made from financial institutions with large<br> operation scale, overall strength and good credit standing.
--- ---
· the<br> treasury department is responsible for setting up a detailed ledger for wealth management<br> products, the manager of the treasury department manages the financial products, and tracks<br> the progress and safety of wealth management products. In the event of an abnormal situation,<br> the manager of the treasury department should report the situation to the chief financial<br> officer in a timely manner so that we can take effective measures immediately to reduce potential<br> losses.
--- ---

Future Plans for Material Investments and Capital Assets

As of June 30, 2022, we did not have any detailed future plans for material investments and capital assets.

Gearing Ratio

As of June 30, 2022, our gearing ratio was 0.1%, compared with 0.3% as of June 30, 2021, calculated as loans and borrowings divided by total equity as of the end of the year and multiplied by 100%.

Foreign Exchange Risk

Our financial reporting currency is RMB and changes in foreign exchange rates can significantly affect our reported results and consolidated trends. In addition, our results of operations, including margins, are affected by the fluctuation in foreign exchange rates. Our international operations generate revenues primarily in U.S. dollars. Generally, a weakening of RMB against U.S. dollar has a positive effect on our results of operations, while a strengthening of RMB against U.S. dollar has the opposite effect. We have not used any derivative financial instruments to hedge exposure to such risk. To the extent that we need to convert U.S. dollars into RMB for our operations, appreciation of RMB against U.S. dollar would have an adverse effect on RMB amount we receive from the conversion. Conversely, if we decide to convert RMB into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on U.S. dollar amounts available to us.

Contingent Liabilities

Commitment of tax payments

In connection with the acquisition of land use right and the construction of the headquarters building in Guangzhou, we entered into a letter of intent on November 26, 2020 with the local government of the district where our new headquarters building is located and committed to pay an aggregate amount of tax levies of no less than RMB965 million to a local government in Guangzhou for a five-year period starting from January 1, 2021. If we fail to meet the committed amount for any of the five calendar years, we will have to compensate the shortfall. On January 25, 2021, MINISO (Guangzhou) Co., Ltd. provided a performance guarantee of RMB160 million issued by a commercial bank to this local government in respect of the commitment of tax payments for the calendar year of 2021, which was valid from April 1, 2021 to March 31, 2022. We have met the commitment for the calendar year of 2021 and therefore MINISO (Guangzhou) Co., Ltd. is not required to make any compensation to the local government under the above performance guarantee. As of March 31, 2022, the above performance guarantee has expired. Subsequently in April 2022, MINISO (Guangzhou) Co., Ltd. provided a performance guarantee of RMB175 million issued by a commercial bank to this local government in respect of the commitment of tax payments for the calendar year of 2022, which was valid from April 1, 2022 to March 31, 2023. Our Directors have assessed that, based on the projection of and actual relevant taxes and surcharges paid and payable during the calendar year of 2022 we are expected to meet the commitment for the calendar year of 2022 and thus it is not probable that we need to make such compensation to the local government under the above performance guarantee. No provision has therefore been made in respect of this matter as of June 30, 2022.

– 744 –
APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

Lawsuit relating to IP dispute

For the fiscal year ended June 30, 2022, Ruimin Industry (Shanghai) Co., Ltd. initiated two legal proceedings against parties including one of the PRC subsidiaries of the Group and two of the Group’s suppliers relating to an IP dispute. The total amount claimed against the PRC subsidiary was RMB50 million. Based on the assessment of the Group’s litigation counsels, the probability of the subsidiary losing in these two cases is considered low, and even if the claimant were to prevail, the total compensation amount ordered by the courts is expected to be immaterial and significantly lower than the amount claimed. Therefore, no provision was made in respect of these two claims as of June 30, 2022.

Lawsuit relating to illicit competition

During the fiscal year ended June 30, 2022, Shenzhen Purcotton Technology Co., Ltd initiated a legal proceeding against certain PRC subsidiaries of the Group, one of the Group’s suppliers and a store operated by one of our franchisees relating to an illicit competition dispute. The total amount claimed against the PRC subsidiaries was approximately RMB30 million. Based on the assessment of the Group’s litigation counsels, the probability of the subsidiaries losing is considered low, and even if the claimant were to prevail, the total compensation amount ordered by the courts is expected to be immaterial and significantly lower than the amount claimed. Therefore, no provision was made in respect of the claim as of June 30, 2022.

Save as disclosed hereinabove, we had no other material contingent liabilities as of June 30, 2022.

Capital Commitment

As of June 30, 2022, our capital commitment was RMB842.9 million, compared with RMB128.6 million as of June 30, 2021, which is attributable mainly to the construction of the headquarters building.

Employees and Remuneration Policy

We had a total of 3,372 full-time employees as of June 30, 2022, including 1,976 in China and 1,396 in certain overseas countries. The following table sets forth the number of our employees categorized by function as of June 30, 2022.

Number of
Function Employees
Product Development and Supply Chain Management 668
General and Administrative 482
Operations 1,614
Sales and Marketing 208
Technology 218
Business Development 102
Logistics 80
Total 3,372

Our total remuneration cost incurred for the fiscal year ended June 30, 2022 was RMB864.7 million, as compared to RMB916.2 million for the fiscal year ended June 30, 2021.

– 745 –
APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

The number of employees employed by the Company varies from time to time depending on needs and employees are remunerated based on industry practice. The remuneration policy and package of the Group’s employees are periodically reviewed. Apart from pension funds and in-house training programmes, discretionary bonuses, share awards and share options from the Company’s share incentive plan may be awarded to employees according to the assessment of individual performance.

2. FOR<br> THE YEAR ENDED JUNE 30, 2023

BusinessOverview

During the fiscal year ended June 30, 2023, the total number of MINISO stores in China and overseas markets increased from 5,199 as of June 30, 2022 to 5,791 as of June 30, 2023. The number of TOP TOY stores increased from 97 as of June 30, 2022 to 118 as of June 30, 2023. For the fiscal year ended June 30, 2023, the aggregate GMV of the Group reached approximately RMB21.4 billion.

Brands and Products

For the fiscal year ended June 30, 2023, we launched an average of around 530 SKUs in “MINISO” channels per month, and we offered consumers a wide selection of around 9,700 core SKUs, the vast majority of which are under the “MINISO” brand. Our MINISO product offering spans across 11 major categories, including home decor, small electronics, textile, accessories, beauty tools, toys, cosmetics, personal care, snacks, fragrance and perfumes, stationery and gifts.

Under the TOP TOY brand, we offered around 7,000 SKUs as of June 30, 2023 across 8 major categories, including blind boxes, toy bricks, model figures, model kits, collectible dolls, Ichiban Kuji, sculptures, and other popular toys.

As of June 30, 2023, we have established co-branding relationships with 80 IP licensors. We also co-developed new IP with talented independent artists into popular IP products.

Other Key Operating Data

The following tables set forth certain of our key operating data of MINISO stores in China and overseas markets, respectively:

For the fiscal year ended
June 30,
2022 2023
MINISO stores in China
Total<br> GMV^(1)^ (RMB in millions) 10,400 10,671
Annualized<br> average revenue per MINISO store^(2)^ (RMB in millions) 2.2 2.1
Number of transactions (in millions) 285.1 283.8
Sales volume of SKUs (in millions) 857.8 814.5
Average spending per transaction (RMB) 36.5 37.6
Average selling price (RMB) 12.1 13.1

Notes:

(1) Includes<br> GMV generated through MINISO O2O platforms.
(2) Annualized<br> average revenue per MINISO store is calculated by (a) revenue of MINISO brand in China dividing<br> by (b) the average number of MINISO stores in China at the beginning and the end of the Reporting<br> Period.
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– 746 –
APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP
For the fiscal year ended
--- --- --- --- ---
June 30,
2022 2023
(RMB in millions)
MINISO stores in overseas markets
Total GMV 6,414 9,072
Asian countries excluding China 2,435 3,664
Americas 2,717 4,204
Europe 562 650
Others 700 554
Annualized<br> average revenue per MINISO store^(1)^ 1.4 1.8
Asian countries excluding China 1.1 1.6
Americas 2.3 3.0
Europe 1.3 0.8
Others 0.5 0.6

Note:

(1) Annualized<br> average revenue per MINISO store is calculated as (a) revenue of MINISO brand in overseas<br> markets divided by (b) the average number of MINISO stores in overseas markets at the beginning<br> and the end of the Reporting Period.

The following table sets forth the GMV of MINISO brand in China through online channels for the periods indicated:

For the fiscal year ended
June 30,
2022 2023
(RMB in millions)
MINISO brand in China
Total<br> GMV through online channels^(1)^ 687 670

Note:

(1) Excludes<br> GMV through O2O platforms which is accounted for in GMV through offline channels.

Our TOP TOY brand started operating in December 2020 in China. For the fiscal year ended June 30, 2023, our TOP TOY brand achieved a total GMV of RMB774 million through multi-channels. The following table sets forth certain of our key operating data of TOP TOY stores:

For the fiscal year ended
June 30,
2022 2023
TOP TOY stores
Total GMV (RMB in millions) 519 606
Annualized average revenue per TOP TOY<br> store^(1)^ (RMB in millions) 5.3 5.0
Number of transactions (in millions) 4.1 4.9
Sales volume of SKUs (in millions) 7.6 9.5
Average spending per transaction (RMB) 126.2 123.7
Average selling price (RMB) 68.6 63.9

Note:

(1) Annualized<br> average revenue per TOP TOY store is calculated as (a) revenue of TOP TOY brand divided by<br> (b) the average number of TOP TOY stores at the beginning and the end of the Reporting Period.
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APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

Revenue

Our total revenue increased by 13.8% from RMB10,085.6 million for the fiscal year ended June 30, 2022 to RMB11,473.2 million for the fiscal year ended June 30, 2023, mainly attributable to (i) an increase of 44.6% in revenue from overseas markets, and (ii) an increase of 2.8% in revenue from China.

Cost of Sales

Our cost of sales was RMB7,030.2 million for the fiscal year ended June 30, 2023, compared to RMB7,015.9 million in fiscal year 2022.

Gross Profit and Gross Margin

Gross profit increased by 44.7% from RMB3,069.8 million for the fiscal year ended June 30, 2022 to RMB4,443.1 million for the fiscal year ended June 30, 2023, and gross margin increased from 30.4% to 38.7% during the same period. The increase in gross profit and gross margin was mainly driven by (i) a higher revenue contribution from the Company’s overseas markets of 33.3%, compared to 26.2% in fiscal year 2022, (ii) higher gross margin in China contributed by newly launched products in relation to our execution of strategic brand upgrade of MINISO, and the cost-saving measures that the Company adopted to reduce the costs of certain products, and (iii) higher gross margin of TOP TOY due to a shift in product mix towards more profitable products.

Other Income

Our other income decreased by 30.8% from RMB25.9 million for the fiscal year ended June 30, 2022 to RMB17.9 million for the fiscal year ended June 30, 2023, primarily due to the decrease in government grants.

Selling and Distribution Expenses

Our selling and distribution expenses increased by 19.0% from RMB1,442.3 million for the fiscal year ended June 30, 2022 to RMB1,716.1 million for the fiscal year ended June 30, 2023. Excluding share-based compensation expenses, our selling and distribution expenses increased from RMB1,390.3 million to RMB1,671.3 million during the same period, which was primarily due to (i) increased personnel-related expenses, (ii) increased licensing expenses in relation to our growing IP library and enriched offerings of IP products, and (iii) increased promotion and advertising expenses, mainly in connection with our execution of strategic brand upgrade of MINISO in China.

General and Administrative Expenses

Our general and administrative expenses decreased by 22.4% from RMB816.2 million for the fiscal year ended June 30, 2022 to RMB633.6 million for the fiscal year ended June 30, 2023. Excluding equity-settled share-based payment expenses, our general and administrative expenses decreased by 21.6% from RMB785.4 million to RMB615.6 million during the same period, which was primarily due to (i) decreased personnel-related expenses in relation to our cost control measures among our corporate crew, and (ii) decreased depreciation and amortization expenses due to the capitalization of the depreciation of land use right in construction cost of our headquarters building.

Other Net Income

Our other net income increased by 30.7% from RMB87.3 million for the fiscal year ended June 30, 2022 to RMB114.1 million for the fiscal year ended June 30, 2023, primarily due to a net foreign exchange gain of RMB109.1 million in fiscal year 2023, compared to RMB14.0 million in fiscal year 2022, partially offset by a decrease in investment income from wealth management products as a result of reduced principal of such products.

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APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

ImpairmentLoss on Non-current Assets

Our impairment loss on non-current assets was RMB13.5 million and RMB3.4 million for the fiscal years ended June 30, 2022 and 2023, respectively. We recorded impairment loss on non-current assets of directly operated stores.

Operating Profit

As a result of the foregoing, we recorded operating profit of RMB2,223.0 million for the fiscal year ended June 30, 2023, representing an increase of 152.0% from RMB882.0 million for the fiscal year ended June 30, 2022.

Net Finance Income

Our net finance income increased by 235.7% from RMB32.9 million for the fiscal year ended June 30, 2022 to RMB110.6 million for the fiscal year ended June 30, 2023, mainly due to an increase in interest income as a result of increased principal in bank deposits.

Share of Loss of an Equity-accounted Investee, Net of Tax

For the fiscal year ended June 30, 2023, we did not record any share of loss of an equity-accounted investee, net of tax. For the fiscal year ended June 30, 2022, our share of loss of an equity-accounted investee, net of tax was RMB8.2 million, which was mainly due to our investment into and share of 20% of loss of a company which was established to acquire the land use right of a parcel of land in Guangzhou for the purpose of establishing a new headquarters building for our Group in August 2020. In October 2021, we acquired the remaining 80% equity interest in this company and we currently own 100% equity interests of the then equity-accounted investee.

Income Tax Expense

We recorded income tax expense of RMB551.8 million for the fiscal year ended June 30, 2023, compared to RMB267.1 million for the fiscal year ended June 30, 2022.

Profit for the Year

As a result of the foregoing, we recorded a profit for the year of RMB1,781.8 million for the fiscal year ended June 30, 2023, compared to a profit for the year of RMB639.7 million for the fiscal year ended June 30, 2022.

Current Ratio

Our current ratio increased from 2.1 as of June 30, 2022 to 2.5 as of June 30, 2023, primarily due to an increase in total current assets of RMB1,831.4 million mainly as a result of increased cash and cash equivalents and term deposits.

Liquidity and Capital Resources

During the fiscal year ended June 30, 2023, we funded our cash requirements principally through cash generated from our operations. As of June 30, 2023, our cash, cash equivalents, restricted cash, term deposits, and other investments recorded in current assets increased by 25.3% from RMB5,828.3 million as of June 30, 2022, to RMB7,303.3 million. The increase was primarily attributable to (i) the net cash generated from operating activities, and (ii) the proceeds from our Hong Kong Public Offering and exercise of the over-allotment option in fiscal year 2023.

Significant Investments

We did not make or hold any significant investments during the fiscal year ended June 30, 2023.

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APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

Material Acquisitions and Disposals

We did not have any material acquisitions or disposals of subsidiaries, consolidated affiliated entities or associated companies during the fiscal year ended June 30, 2023.

Pledge of Assets

As of June 30, 2023, none of our Group’s assets was pledged.

Cash Management Policy

We believe we can make better use of our cash by making appropriate investments in short-term investment products, which generate income without interfering with our business operation or capital expenditures. Our investment decisions with respect to financial products are made on a case-by-case basis and after due and careful consideration of a number of factors, including, but not limited to, the market conditions, the economic developments, the anticipated investment conditions, the investment cost, the duration of the investment and the expected benefit and potential loss of the investment. We have established a set of internal control measures which allow us to achieve reasonable returns on our investment while mitigating our exposure to high investment risks. These policies and measures were formulated by our senior management.

In order to make full use of idle funds, improve the utilization rate of surplus funds, and increase our income, under the premise of not affecting our normal business activities, subject to approval from our chief financial officer, we may purchase a certain amount of wealth management products from financial institutions. According to our internal policies, the manager of our treasury department should make proposals to invest in wealth management products to our chief financial officer and such proposals must be reviewed and approved by our chief financial officer. In assessing a proposal to invest in wealth management products, a number of criteria must be met, including but not limited to the following:

· the<br> purchase of wealth management products is limited to low-risk products such as term deposits,<br> principal-guaranteed and interest-paying products, treasury notes issued by banks, and wealth<br> management products with risk level below R2. The purchase of high-risk financial instruments<br> such as securities and futures is strictly prohibited.
· the<br> expected return of the purchased wealth management products should be not lower than bank’s<br> deposit interest rate for term deposits of the same period, the product structure should<br> be relatively simple, and the purchases should be made from financial institutions with large<br> operation scale, overall strength and good credit standing.
--- ---
· the<br> treasury department is responsible for setting up a detailed ledger for wealth management<br> products, the manager of the treasury department manages the financial products, and tracks<br> the progress and safety of wealth management products. In the event of an abnormal situation,<br> the manager of the treasury department should report the situation to the chief financial<br> officer in a timely manner so that we can take effective measures immediately to reduce potential<br> losses.
--- ---

Future Plans for Material Investments or Capital Assets

As of June 30, 2023, we did not have any detailed future plans for material investments or capital assets.

Gearing Ratio

As of June 30, 2023, our gearing ratio was 0.1%, calculated as loans and borrowings divided by total equity as of the end of the year and multiplied by 100%.

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APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

ForeignExchange Risk

Our financial reporting currency is RMB and changes in foreign exchange rates can significantly affect our reported results and consolidated trends. In addition, our results of operations, including margins, are affected by the fluctuation in foreign exchange rates. Our international operations generate revenues primarily in U.S. dollars. Generally, a weakening of RMB against U.S. dollar has a positive effect on our results of operations, while a strengthening of RMB against U.S. dollar has the opposite effect. We have not used any derivative financial instruments to hedge exposure to such risk. To the extent that we need to convert U.S. dollars into RMB for our operations, appreciation of RMB against U.S. dollar would have an adverse effect on RMB amount we receive from the conversion. Conversely, if we decide to convert RMB into U.S. dollars for the purpose of making payments for dividends on our Shares or ADSs or for other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on U.S. dollar amounts available to us.

ContingentLiabilities

Commitmentof tax payments

In connection with the acquisition of land use right and the construction of the headquarters building in Guangzhou, we entered into a letter of intent on November 26, 2020 with the local government of the district where our new headquarters building is located and committed to pay an aggregate amount of tax levies of no less than RMB965.0 million to the local government in Guangzhou for a five-year period starting from January 1, 2021. If we fail to meet the committed amount for any of the five calendar years, we will have to compensate for the shortfall.

In April 2022, Miniso (Guangzhou) Co., Ltd., (“MINISO Guangzhou”) provided a performance guarantee of RMB175.0 million issued by a commercial bank to this local government in respect of the commitment of tax payments for the calendar year of 2022, which was valid from April 1, 2022 to March 31, 2023. We have met the commitment for the calendar year of 2022 and therefore MINISO Guangzhou is not required to make any compensation to the local government under the above performance guarantee. As of March 31, 2023, the above performance guarantee has expired.

In March 2023, MINISO Guangzhou provided a performance guarantee of RMB190.0 million issued by a commercial bank to this local government in respect of the commitment of tax payments for the calendar year of 2023, which was valid from April 1, 2023 to March 31, 2024. The Directors have assessed that, based on the projection of and actual relevant taxes and surcharges paid and payable during the calendar year of 2023, we are expected to meet the commitment for the calendar year of 2023 and it thus is not probable that MINISO Guangzhou needs to make such compensation to the local government under the above performance guarantee. No provision has therefore been made in respect of this matter as of June 30, 2023.

Lawsuitrelating to illicit competition

During the fiscal year ended June 30, 2022, Shenzhen Purcotton Technology Co., Ltd. initiated a legal proceeding against certain PRC subsidiaries of the Group, one of the Group’s suppliers and a store operated by one of the Group’s retail partners relating to an illicit competition dispute. The total amount claimed against the PRC subsidiaries was approximately RMB30.0 million. No provision was made in respect of this claim as of June 30, 2022 as the Directors believed the probability of losing the case was low based on the assessment of the Group’s litigation counsel at that time.

As of June 30, 2023, a provision amounting to RMB30.0 million was made based on the first instance judgment made by the court despite that the Group had filed an application of appeal to the court.

– 751 –
APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

Securitiesclass action

In August 2022, a putative federal securities class action was filed against the Company and certain of its officers and Directors, alleging that the Company made misleading misstatements or omissions regarding its business operations and financials in violation of the Securities Act of 1933 and the Securities Exchange Act of 1934. The action is captioned In re MINISO Group Holding Limited Securities Litigation, 1:22-cv-09864 (S.D.N.Y.). In September 2023, the parties completed briefing on defendants’ motion to dismiss the action, and a decision is currently pending. This action otherwise remains in its preliminary stage, and we are unable to predict with certainty the outcome of the action or reliably estimate the potential losses, if any.

CapitalCommitment

As of June 30, 2023, our capital commitment was RMB982.6 million, which was attributable to the construction of the headquarters building.

Employeesand Remuneration Policy

We had a total of 3,696 full-time employees as of June 30, 2023, including 2,003 in China and 1,693 in certain overseas countries. The following table sets forth the number of our employees categorized by function as of June 30, 2023:

Function Number of<br> Employees
Product Development and Supply Chain Management 779
General and Administrative 436
Operations 1,933
Sales and Marketing 114
Technology 177
Business Development 128
Logistics 129
Total 3,696

Our total remuneration cost incurred for the fiscal year ended June 30, 2023 was RMB819.6 million, as compared to RMB864.7 million for the fiscal year ended June 30, 2022.

The number of employees employed by the Company varies from time to time depending on needs and employees are remunerated based on industry practice. The remuneration policy and package of the Group’s employees are periodically reviewed. Apart from pension funds and in-house training programmes, discretionary bonuses, share awards and share options from the Company’s share incentive plan may be awarded to employees according to the assessment of individual performance.

3. FOR THE SIX MONTHS ENDED DECEMBER 31, 2023

BusinessOverview

During the six months ended December 31, 2023, the total number of MINISO stores in China and overseas markets increased from 5,791 as of June 30, 2023 to 6,413 as of December 31, 2023. The number of TOP TOY stores increased from 118 as of June 30, 2023 to 148 as of December 31, 2023. For the six months ended December 31, 2023, the aggregate GMV of the Group reached approximately RMB14.3 billion.

– 752 –
APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

Brandsand Products

For the six months ended December 31, 2023, we launched an average of around 930 SKUs in “MINISO” channels per month, and we offered consumers a wide selection of around 9,500 core SKUs, the vast majority of which are under the “MINISO” brand. Our MINISO product offering spans across 11 major categories, including home decor, small electronics, textile, accessories, beauty tools, toys, cosmetics, personal care, snacks, fragrance and perfumes, stationery and gifts.

Under the “TOP TOY” brand, we offered around 8,400 SKUs as of December 31, 2023 across major categories such as blind boxes, toy bricks, model figures, model kits, collectible dolls, Ichiban Kuji and other popular toys.

OtherKey Operating Data

The following tables set forth certain of our key operating data of MINISO stores in China and overseas market, respectively:

For the<br> year ended<br> June 30,<br><br> 2023 For the six<br> months ended<br> December<br> 31,<br> 2023
MINISO stores in China
Total<br> GMV^(1)^ (RMB in millions) 10,671 6,895
Average<br> revenue per MINISO store for the year/period^(2)^(RMB in millions) 2.1 1.2
Number of transactions (in millions) 283.8 183.2
Sales volume of SKUs (in millions) 814.5 484.4
Average spending per transaction (RMB) 37.6 37.6
Average selling price (RMB) 13.1 14.2

Notes:

(1) Includes<br> GMV generated through MINISO offline stores and O2O platforms.
(2) Average<br> revenue per MINISO store for the year/period is calculated as (a) revenue of MINISO brand<br> in China divided by (b) the average number of MINISO stores in China at the beginning and<br> the end of the relevant period.
--- ---
For the<br> year ended<br> June 30,<br><br> 2023 For the six<br> months ended<br> December<br> 31,<br> 2023
--- --- --- --- ---
(RMB in millions)
MINISO stores in overseas markets
Total GMV 9,072 6,452
Asian countries excluding China 3,664 2,323
Americas 4,204 3,235
Europe 650 575
Others 554 319
Average<br> revenue per MINISO store for the year/period^(1)^ 1.8 1.2
Asian countries excluding China 1.6 0.9
Americas 3.0 2.1
Europe 0.8 0.7
Others 0.6 0.4

Note:

(1) Average<br> revenue per MINISO store for the year/period is calculated as (a) revenue of MINISO brand<br> in overseas markets divided by (b) the average number of MINISO stores in overseas markets<br> at the beginning and the end of the relevant period.
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APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

The following table sets forth the GMV of MINISO brand in China through online channels for the periods indicated:

For the<br> year ended<br> June 30,<br><br> 2023 For the six<br> months ended<br> December<br> 31,<br> 2023
(RMB in millions)
MINISO brand in China
Total<br> GMV through online channels^(1)^ 670 321

Note:

(1) Excludes<br> GMV through O2O platforms, which is counted as GMV through offline channels.

Our TOP TOY brand started its operation in December 2020 in China. For the six months ended December 31, 2023, TOP TOY brand achieved a total GMV of RMB539.5 million through multi-channels. The following table sets forth certain of our key operating data of TOP TOY stores:

For the<br> year ended<br> June 30,<br><br> 2023 For the six<br> months ended<br> December<br> 31,<br> 2023
TOP TOY stores
Total GMV (RMB in millions) 606 445
Average<br> revenue per TOP TOY store for the year/period^(1)^(RMB in millions) 5.0 2.8
Number of transactions (in millions) 4.9 3.8
Sales volume of SKUs (in millions) 9.5 7.1
Average spending per transaction (RMB) 123.7 118.7
Average selling price (RMB) 63.9 62.5

Note:

(1) Average<br> revenue per TOP TOY store for the year/period is calculated as (a) revenue of TOP TOY brand<br> divided by (b) the average number of TOP TOY stores at the beginning and the end of the relevant<br> period.

Revenue

Our total revenue was RMB7,632.5 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB11,473.2 million), which was consisted of 63.5% revenue generated in China and 36.5% revenue generated in overseas markets.

Costof Sales

Our cost of sales was RMB4,391.4 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB7,030.2 million).

GrossProfit and Gross Margin

Our gross profit was RMB3,241.0 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB4,443.1 million), and gross margin was 42.5% for the six months ended December 31, 2023 (for the year ended June 30, 2023: 38.7%). The increase in gross margin was mainly attributable to (i) higher gross margin in overseas markets contributed by product optimization and higher revenue contribution from directly operated markets, (ii) higher gross margin in China contributed by newly launched products in relation to our execution of strategic brand upgrade of MINISO, and the cost-saving measures the Company adopted to reduce the costs of certain products, and (iii) higher gross margin of TOP TOY due to a shift in product mix towards more profitable products.

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APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

OtherIncome

Our other income was RMB19.0 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB17.9 million), which was mainly attributable to government grants and income from depositary bank.

Sellingand Distribution Expenses

Our selling and distribution expenses were RMB1,363.1 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB1,716.1 million). Excluding share-based compensation expenses, our selling and distribution expenses were RMB1,321.6 million (for the year ended June 30, 2023: RMB1,671.3 million), which was primarily due to the increase in (i) personnel-related expenses, logistics expenses and IP licensing expenses in relation to the growth of the Company’s business, (ii) depreciation expenses of the right-of-use assets in relation to directly operated stores, and (iii) promotion and advertising expenses, mainly in connection with the Company’s brand upgrade and the opening of new stores in overseas markets.

Generaland Administrative Expenses

Our general and administrative expenses were RMB357.7 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB633.6 million). Excluding equity-settled share-based payment expenses, our general and administrative expenses were RMB352.8 million (for the year ended June 30, 2023: RMB615.6 million), which were primarily accounted for (i) personnel-related expenses in relation to the growth of our business, (ii) expenses in relation to operational services provided by the third-parties, and (iii) depreciation and amortization expenses.

OtherNet Income

Our other net income was RMB21.1 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB114.1 million), which was primarily accounted for (i) the increase in fair value of an investment in an unlisted limited partnership enterprise, and (ii) investment income from other investments, partially offset by net foreign exchange loss.

ImpairmentLoss on Non-current Assets

Our impairment loss on non-current assets was RMB4.5 million and RMB3.4 million for the six months ended December 31, 2023 and for the year ended June 30, 2023, respectively. We recorded impairment loss on non-current assets of directly operated stores.

OperatingProfit

As a result of the foregoing, we recorded operating profit of RMB1,553.7 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB2,223.0 million).

NetFinance Income

Our net finance income was RMB98.8 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB110.6 million), which was accounted for the interest income from bank deposits.

IncomeTax Expense

We recorded income tax expense of RMB396.7 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB551.8 million).

Profitfor the Year/Period

As a result of the foregoing, we recorded a profit for the period of RMB1,256.1 million for the six months ended December 31, 2023 (for the year ended June 30, 2023: RMB1,781.8 million).

– 755 –
APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

CurrentRatio

Our current ratio was 2.3 as of December 31, 2023, compared to 2.5 as of June 30, 2023. The change in current ratio was primarily due to the increase in trade and other payables and lease liabilities.

SIXMONTHS ENDED DECEMBER 31, 2023 COMPARED TO SIX MONTHS ENDED DECEMBER 31, 2022


Revenue

Our total revenue increased by 44.9% from RMB5,266.9 million for the six months ended December 31, 2022 to RMB7,632.5 million for the six months ended December 31, 2023, mainly attributable to (i) an increase of 46.3% in revenue from overseas markets, and (ii) an increase of 44.1% in revenue from China.

Revenue generated from our operations in China was RMB4,843.1 million for the six months ended December 31, 2023, increasing by 44.1% from RMB3,360.2 million for the six months ended December 31, 2022. The year-over-year increase in revenue from the China market was primarily due to (i) a year-over-year increase of approximately 44.6% in revenue from MINISO in China, and (ii) a year-over-year increase of approximately 65.8% in revenue from TOP TOY in China. Revenue generated from overseas markets was RMB2,789.3 million for the six months ended December 31, 2023, increasing by 46.3% from RMB1,906.7 million for the six months ended December 31, 2022.

Costof Sales

Our cost of sales was RMB4,391.4 million for the six months ended December 31, 2023, increased by 33.8% compared to cost of sales of RMB3,281.2 million for the six months ended December 31, 2022.

GrossProfit and Gross Margin

Gross profit increased by 63.2% from RMB1,985.7 million for the six months ended December 31, 2022 to RMB3,241.0 million for the six months ended December 31, 2023, and gross margin increased from 37.7% to 42.5% for the same periods. The increase in gross margin was mainly driven by (i) higher gross margin in overseas markets contributed by product optimization and higher revenue contribution from directly operated markets, (ii) higher gross margin in China contributed by newly launched products in relation to our execution of strategic brand upgrade of MINISO, and the cost-saving measures the Company adopted to reduce the costs of certain products, and (iii) higher gross margin of TOP TOY due to a shift in product mix towards more profitable products.

OtherIncome

Our other income increased by 32.7% from RMB14.3 million for the six months ended December 31, 2022 to RMB19.0 million for the six months ended December 31, 2023, primarily due to an increase in income from depositary bank.

Sellingand Distribution Expenses

Our selling and distribution expenses increased by 70.8% from RMB798.1 million for the six months ended December 31, 2022 to RMB1,363.1 million for the six months ended December 31, 2023. Excluding equity-settled share-based payment expenses, our selling and distribution expenses increased by 69.1% from RMB781.5 million to RMB1,321.6 million for the same periods. The increase was primarily attributable to (i) increased personnel-related expenses, logistics expenses and IP licensing expenses in relation to the growth of the Company’s business, (ii) increased depreciation expenses of the right-of-use assets in relation to directly operated stores, and (iii) increased promotion and advertising expenses, mainly in connection with the Company’s brand upgrade and the opening of new stores in overseas markets.

– 756 –
APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

Generaland Administrative Expenses

Our general and administrative expenses increased by 13.9% from RMB313.9 million for the six months ended December 31, 2022 to RMB357.7 million for the six months ended December 31, 2023. Excluding equity-settled share-based payment expenses, our general and administrative expenses increased by 16.1% from RMB304.0 million to RMB352.8 million for the same periods, which was primarily due to increased personnel-related expenses in relation to the growth of our business.

OtherNet Income

Our other net income was RMB21.1 million for the six months ended December 31, 2023, compared to other net income of RMB72.9 million for the six months ended December 31, 2022. The decrease was mainly due to net foreign exchange loss, partially offset by net change in fair value of other investments.

ImpairmentLoss on Non-current Assets

For the six months ended December 31, 2022, we did not record any impairment loss on non-current assets. For the six months ended December 31, 2023, we recorded impairment loss on non-current assets of RMB4.5 million, which was related to our directly operated stores.

OperatingProfit

As a result of the foregoing, we recorded operating profit of RMB1,553.7 million for the six months ended December 31, 2023, representing an increase of 62.3% from RMB957.1 million for the six months ended December 31, 2022.

NetFinance Income

Our net finance income increased by 104.3% from RMB48.3 million for the six months ended December 31, 2022 to RMB98.8 million for the six months ended December 31, 2023, mainly due to an increase in interest income as a result of increased principal in bank deposits.

IncomeTax Expense

We recorded income tax expense of RMB396.7 million for the six months ended December 31, 2023, compared to RMB241.5 million for the six months ended December 31, 2022.

Profitfor the Period

As a result of the foregoing, our profit for the period increased by 64.4% from RMB763.9 million for the six months ended December 31, 2022 to RMB1,256.1 million for the six months ended December 31, 2023.

CurrentRatio

Our current ratio was 2.3 as of December 31, 2023, compared to 2.4 as of December 31, 2022. The change in current ratio was primarily due to an increase in trade and other payables and lease liabilities.

Liquidityand Capital Resources

During the six months ended December 31, 2023, we funded our cash requirements principally through cash generated from our operations. As of December 31, 2023, our cash, cash equivalents, restricted cash, term deposits, and other investments recorded in current assets were RMB6,887.0 million (as of June 30, 2023: RMB7,303.3 million).

– 757 –
APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

SignificantInvestments

We did not make or hold any significant investments during the six months ended December 31, 2023.

MaterialAcquisitions and Disposals

We did not have any material acquisitions or disposals of subsidiaries, consolidated affiliated entities or associated companies during the six months ended December 31, 2023.

Pledgeof Assets

As of December 31, 2023, none of our Group’s assets was pledged.

CashManagement Policy

We believe we can make better use of our cash by making appropriate investments in short-term investment products, which generate income without interfering with our business operation or capital expenditures. Our investment decisions with respect to financial products are made on a case-by-case basis and after due and careful consideration of a number of factors, including, but not limited to, the market conditions, the economic developments, the anticipated investment conditions, the investment cost, the duration of the investment and the expected benefit and potential loss of the investment. We have established a set of internal control measures which allow us to achieve reasonable returns on our investment while mitigating our exposure to high investment risks. These policies and measures were formulated by our senior management.

In order to make full use of idle funds, improve the utilization rate of surplus funds, and increase our income, under the premise of not affecting our normal business activities, subject to approval from our chief financial officer, we may purchase a certain amount of wealth management products from financial institutions. According to our internal policies, the manager of our treasury department should make proposals to invest in wealth management products to our chief financial officer and such proposals must be reviewed and approved by our chief financial officer. In assessing a proposal to invest in wealth management products, a number of criteria must be met, including but not limited to the following:

· the<br> purchase of wealth management products is limited to low-risk products such as term deposits,<br> principal-guaranteed and interest-paying products, treasury notes issued by banks, and wealth<br> management products with risk level below R2. The purchase of high-risk financial instruments<br> such as securities and futures is strictly prohibited.
· the<br> expected return of the purchased wealth management products should be not lower than bank’s<br> deposit interest rate for term deposits of the same period, the product structure should<br> be relatively simple, and the purchases should be made from financial institutions with large<br> operation scale, overall strength and good credit standing.
--- ---
· the<br> treasury department is responsible for setting up a detailed ledger for wealth management<br> products, the manager of the treasury department manages the financial products and tracks<br> the progress and safety of wealth management products. In the event of an abnormal situation,<br> the manager of the treasury department should report the situation to the chief financial<br> officer in a timely manner so that we can take effective measures immediately to reduce potential<br> losses.
--- ---

FuturePlans for Material Investments or Capital Assets

As of December 31, 2023, we did not have any detailed future plans for material investments or capital assets.

– 758 –
APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

GearingRatio

As of December 31, 2023, our gearing ratio was 0.1%, calculated as loans and borrowings divided by total equity as of the end of the period and multiplied by 100%.

ForeignExchange Risk

Our financial reporting currency is RMB and changes in foreign exchange rates can significantly affect our reported results and consolidated trends. In addition, our results of operations, including profit margins, are affected by the fluctuation in foreign exchange rates. Our international operations generate revenues primarily in U.S. dollars. Generally, a weakening of RMB against U.S. dollar has a positive effect on our results of operations, while a strengthening of RMB against U.S. dollar has the opposite effect. We have not used any derivative financial instruments to hedge exposure to such risk. To the extent that we need to convert U.S. dollars into RMB for our operations, appreciation of RMB against U.S. dollar would have an adverse effect on RMB amount we receive from the conversion. Conversely, if we decide to convert RMB into U.S. dollars for the purpose of making payments for dividends on our Shares or ADSs or for other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on U.S. dollar amounts available to us.

ContingentLiabilities

Commitmentof tax payments

In connection with the acquisition of land use right and the construction of the headquarters building in Guangzhou, Miniso (Guangzhou) Co., Ltd. (“MINISO Guangzhou”) entered into a letter of intent on November 26, 2020 with the local government of the district where our new headquarters building is located and committed to pay an aggregate amount of tax levies of no less than RMB965.0 million to the local government in Guangzhou for a five-year period starting from January 1, 2021, with RMB160.0 million in 2021, RMB175.0 million in 2022, RMB190.0 million in 2023, RMB210.0 million in 2024 and RMB230.0 million in 2025. If we fail to meet the committed amount for any of the five calendar years, MINISO Guangzhou will have to compensate for the shortfall.

We had met the commitments for the calendar years of 2021 and 2022 and therefore MINISO Guangzhou was not required to make any compensation to the local government. In March 2023, MINISO Guangzhou provided a performance guarantee of RMB190.0 million issued by a commercial bank to this local government in respect of the commitment of tax payments for the calendar year of 2023, which is valid from April 1, 2023 to March 31, 2024. The Directors have assessed that, based on the projection of and actual relevant taxes and surcharges paid and payable during the calendar year of 2023, we have met the commitment for the calendar year of 2023 and thus it is not probable that MINISO Guangzhou needs to make any compensation to the local government under the above performance guarantee. As such, no provision has been made in respect of this matter as of December 31, 2023.

Lawsuitrelating to illicit competition

During the year ended June 30, 2022, Shenzhen Purcotton Technology Co., Ltd. initiated a legal proceeding against certain PRC subsidiaries of the Group, one of the Group’s suppliers and a store operated by one of the Group’s franchisees relating to an illicit competition dispute. The total amount claimed against the PRC subsidiaries was approximately RMB30.0 million.

As of December 31, 2023, the final judgment has been made by the court that the first instance judgment should be upheld, and the application of appeal filed by the Group has been dismissed. We paid RMB30.0 million to the plaintiff during the six months ended December 31, 2023.

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APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

Securitiesclass action

In August 2022, a putative federal securities class action was filed against the Company and certain of its officers and Directors, alleging that the Company made misleading misstatements or omissions regarding its business operations and financials in violation of the Securities Act of 1933 and the Securities Exchange Act of 1934. The action is captioned In re MINISO Group Holding Limited Securities Litigation, 1:22-cv-09864 (S.D.N.Y.). Lead plaintiff was appointed in November 2022 and filed the operative complaint to the court. We and other defendants filed a motion to dismiss the complaint, and the motion was granted by the court in February 2024, with leave to amend. Plaintiffs have filed a motion for reconsideration of the court’s decision and intended to file a further amended complaint. As of December 31, 2023, the Directors are unable to assess the outcome of the action or reliably estimate the potential losses, if any.

CapitalCommitment

As of December 31, 2023, our capital commitment was RMB837.2 million, which was attributable to the construction of the headquarters building.

Employeesand Remuneration Policy

We had a total of 4,964 full-time employees as of December 31, 2023, including 2,375 in China and 2,589 in certain overseas countries. The following table sets forth the number of our employees categorized by function as of December 31, 2023:

Function Number of<br> Employees
Product Development and Supply Chain Management 938
General and Administrative 487
Operations 2,948
Sales and Marketing 137
Technology 202
Business Development 148
Logistics 104
Total 4,964

Our total remuneration cost incurred for the six months ended December 31, 2023 was RMB580.8 million, while it was RMB819.6 million for the year ended June 30, 2023.

The number of employees employed by the Company varies from time to time depending on needs and employees are remunerated based on industry practice. The remuneration policy and package of the Group’s employees are periodically reviewed. Apart from pension funds and in-house training programmes, discretionary bonuses, share awards and share options from the Company’s share incentive plan may be awarded to employees according to the assessment of individual performance.

4. FOR THE SIX MONTHS ENDED JUNE 30, 2024

BusinessOverview

During the six months ended June 30, 2024, the total number of MINISO stores in mainland China and overseas markets increased from 6,413 as of December 31, 2023 to 6,868 as of June 30, 2024. The number of TOP TOY stores increased from 148 as of December 31, 2023 to 195 as of June 30, 2024. For the six months ended June 30, 2024, the aggregate GMV of the Group reached approximately RMB14.5 billion.

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APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

Brandsand Products

For the six months ended June 30, 2024, we launched an average of around 940 SKUs in “MINISO” channels per month, and we offered consumers a wide selection of around 10,100 core SKUs, the vast majority of which are under the “MINISO” brand. Our MINISO product offering spans across 11 major categories, including home decor, small electronics, textile, accessories, beauty tools, toys, cosmetics, personal care, snacks, fragrance and perfumes, stationery and gifts.

Under the “TOP TOY” brand, we offered around 9,800 SKUs as of June 30, 2024 across major categories such as blind boxes, toy bricks, model figures, model kits, collectible dolls, Ichiban Kuji and other popular toys.

OtherKey Operating Data

The following tables set forth certain of our key operating data of MINISO stores in mainland China and overseas markets, respectively:

For the six months ended<br> June 30,
2023 2024
MINISO stores in mainland China
Total<br> GMV^(1)^(RMB in millions) 6,140 7,097
Same-store^(2)^GMV Growth (%) 28.1 (1.7 )
Number of transactions (in millions) 163.4 184.3
Sales volume of SKUs (in millions) 461.8 486.4
Average spending per transaction (RMB) 37.6 38.5
Average selling price (RMB) 13.3 14.6

Notes:

(1) Includes<br> GMV generated through MINISO offline stores and O2O platforms.
(2) Includes<br> stores that opened prior to the beginning of the comparative periods and remained open as<br> of the end of the comparative periods and closed for less than 30 days during both comparative<br> periods.
--- ---
For the six months ended<br> <br>June 30,
--- --- --- --- --- ---
2023 2024
MINISO stores in overseas markets
Total GMV (RMB in millions) 4,538 6,401
Asia excluding China 1,777 2,353
North America 457 844
Latin America 1,730 2,383
Europe 321 527
Others 253 294
Same-store^(1)^GMV Growth (%) 32.1 16.3
Asia excluding China 25.4 15.0
North America 75.3 12.3
Latin America 40.0 21.3
Europe 11.8 10.4
Others 6.0 (1.2 )

Note:

(1) Includes<br> stores that opened prior to the beginning of the comparative periods, remained open as of<br> the end of the comparative periods and closed for less than 30 days during both comparative<br> periods.
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APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

The following table sets forth the GMV of MINISO brand in mainland China through online channels for the periods indicated:

For the six months ended<br> June 30,
2023 2024
(RMB in millions)
MINISO brand in mainland China
Total<br> GMV through online channels^(1)^ 316 345

Note:

(1) Excludes<br> GMV through O2O platforms which is counted as GMV through offline channels.

Our TOP TOY brand started operating in December 2020 in mainland China. For the six months ended June 30, 2024, TOP TOY brand achieved a total GMV of RMB625.4 million through multi-channels. The following table sets forth certain key operating data of TOP TOY stores for the periods indicated:

For the six months ended<br> <br>June 30,
2023 2024
TOP TOY stores
Total GMV (RMB in millions) 369 521
Same-store^(1)^GMV Growth (%) 23.2 13.6
Number of transactions (in millions) 3.0 4.7
Sales volume of SKUs (in millions) 5.8 8.9
Average spending per transaction (RMB) 124.7 111.2
Average selling price (RMB) 64.3 58.8

Note:

(1) Includes<br> stores that opened prior to the beginning of the comparative periods, remained open as of<br> the end of the comparative periods and closed for less than 30 days during both comparative<br> periods.

Revenue

Our total revenue increased by 25.0% from RMB6,206.3 million for the six months ended June 30, 2023 to RMB7,758.7 million for the six months ended June 30, 2024, mainly attributable to an 18.8% year-over-year increase in average store count, and an around 7% same-store sales growth on group level.

Revenue from mainland China was RMB5,026.7 million for the six months ended June 30, 2024, increasing by 17.2% from RMB4,290.7 million for the six months ended June 30, 2023, primarily due to (i) an increase of 16.5% in revenue from MINISO’s offline stores in mainland China, which was primarily due to a 16.0% year-over-year growth in average store count, and the same-store sales were 98.3% of the prior year’s level, and (ii) an increase of 37.9% in revenue from TOP TOY, which was primarily powered by a strong same-store sales growth of 13.6% and a rapid growth in average store count.

Revenue from overseas markets was RMB2,732.0 million for the six months ended June 30, 2024, increasing by 42.6% from RMB1,915.7 million for the six months ended June 30, 2023, primarily due to an increase of 21.8% in average store count, coupled with a strong same-store sales growth of 16.3%. Revenue from overseas markets contributed 35.2% of the Company’s total revenue in the six months ended June 30, 2024, compared to 30.9% for the same period in 2023.

Costof Sales

Our cost of sales increased by 16.5% from RMB3,748.9 million for the six months ended June 30, 2023 to RMB4,369.0 million for the six months ended June 30, 2024.

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APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

GrossProfit and Gross Margin

Our gross profit increased by 37.9% from RMB2,457.4 million for the six months ended June 30, 2023 to RMB3,389.8 million for the six months ended June 30, 2024, and gross margin increased from 39.6% to 43.7% for the same periods. The increase in gross margin was mainly driven by (i) higher revenue contribution from directly operated markets which accounted for 55.7% of revenue from overseas markets, compared to 45.7% in the same period of 2023, (ii) higher gross margin in mainland China contributed by newly launched products in relation to the Company’s execution of IP strategy and strategic brand upgrade of MINISO, and (iii) higher gross margin of TOP TOY due to a shift in product mix towards more profitable products.

OtherIncome

Our other income increased by 250.4% from RMB3.6 million for the six months ended June 30, 2023 to RMB12.7 million for the six months ended June 30, 2024, which was primarily due to an increase in income from depositary bank.

Sellingand Distribution Expenses

Our selling and distribution expenses increased by 65.8% from RMB918.0 million for the six months ended June 30, 2023 to RMB1,522.1 million for the six months ended June 30, 2024. Excluding equity-settled share-based payment expenses, our selling and distribution expenses increased by 66.4% from RMB889.8 million to RMB1,480.6 million for the same periods, which was primarily due to the Company’s investments into directly operated stores both in mainland China and overseas markets to pursue the future success of the Company’s business, especially in strategic overseas markets such as the U.S. market. As of June 30, 2024, the total number of directly operated stores in overseas markets was 343, nearly doubling such figure compared to a year ago. For the six months ended June 30, 2024, the revenue from directly operated stores increased 111.4%, while related expenses including rental and related expenses, depreciation and amortization expenses and payroll excluding share-based compensation expenses increased 82.7%. These new stores are expected to contribute more substantial sales in the second half of 2024. Promotion and advertising expenses increased 46.5% for the six months ended June 30, 2024, as a percentage of revenue stabilizing at around 3% in both comparative periods. Licensing expenses increased 24.2%, consistent with revenue growth. Logistics expenses increased 54.3%, reflecting the rising freight costs caused by the tension in international shipping during the six months ended June 30, 2024.

Generaland Administrative Expenses

Our general and administrative expenses increased by 30.9% from RMB319.7 million for the six months ended June 30, 2023 to RMB418.6 million for the six months ended June 30, 2024. Excluding equity-settled share-based payment expenses, our general and administrative expenses increased by 26.9% from RMB311.6 million to RMB395.6 million for the same periods, which was primarily due to the increase of personnel-related expenses in relation to the growth of the Company’s business.

OtherNet Income

Our other net income was RMB41.7 million for the six months ended June 30, 2024, compared to other net income of RMB41.3 million for the six months ended June 30, 2023.

ImpairmentLoss on Non-current Assets

Our impairment loss on non-current assets was RMB3.4 million and RMB5.1 million for the six months ended June 30, 2023 and 2024, respectively. We recorded impairment loss on non-current assets of directly operated stores.

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APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

OperatingProfit

As a result of the foregoing, our operating profit increased by 18.1% from RMB1,265.9 million for the six months ended June 30, 2023 to RMB1,494.8 million for the six months ended June 30, 2024.

NetFinance Income

Our net finance income decreased by 45.4% from RMB62.3 million for the six months ended June 30, 2023 to RMB34.0 million for the six months ended June 30, 2024, which was primarily due to a decrease in interest income as a result of decreased principal in bank deposits, and an increase in finance cost due to increased interest on lease liabilities.

IncomeTax Expense

We recorded income tax expense of RMB351.7 million for the six months ended June 30, 2024, compared to RMB310.3 million for the six months ended June 30, 2023.

Profitfor the Period

As a result of the foregoing, our profit for the period increased by 15.7% from RMB1,017.9 million for the six months ended June 30, 2023 to RMB1,177.4 million for the six months ended June 30, 2024.

AdjustedNet Profit (a non-IFRS measure)

Our adjusted net profit, which represents profit for the period excluding equity-settled share-based payment expenses, increased by 17.8% from RMB1,054.2 million for the six months ended June 30, 2023 to RMB1,241.9 million for the six months ended June 30, 2024. Adjusted net profit included a net foreign exchange loss of RMB12.4 million for the six months ended June 30, 2024, compared to a net foreign exchange gain of RMB54.9 million for the six months ended June 30, 2023. Excluding net foreign exchange loss and gain, adjusted net profit would have increased 25.5% year over year.

AdjustedEBITDA (a non-IFRS measure)

Our adjusted EBITDA, which represents adjusted net profit plus depreciation and amortization, finance costs and income tax expense, increased by 26.0% from RMB1,561.8 million for the six months ended June 30, 2023 to RMB1,967.4 million for the six months ended June 30, 2024.

NetCash from Operating Activities and Free Cash Flow

Our net cash from operating activities increased by 4.9% year over year to RMB1,293.8 million for the six months ended June 30, 2024. Our capital expenditure was RMB302.8 million and free cash flow was RMB991.0 million for the six months ended June 30, 2024.

CurrentRatio

Our current ratio was 2.4 as of June 30, 2024, compared to 2.3 as of December 31, 2023. The change in current ratio was primarily due to the increase in current portion of other investments and trade and other receivables.

Liquidityand Capital Resources

During the six months ended June 30, 2024, we funded our cash requirements principally through cash generated from our operations. As of June 30, 2024, our cash, cash equivalents, restricted cash, term deposits, and other investments recorded in current assets were RMB6,869.0 million (as of December 31, 2023: RMB6,887.0 million).

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APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

SignificantInvestments

We did not make or hold any significant investments during the six months ended June 30, 2024.

MaterialAcquisitions and Disposals

We did not have any material acquisitions or disposals of subsidiaries, consolidated affiliated entities or associated companies during the six months ended June 30, 2024.

Pledgeof Assets

As of June 30, 2024, none of our Group’s assets was pledged.

FuturePlans for Material Investments or Capital Assets

As of June 30, 2024, we did not have any detailed future plans for material investments or capital assets.

GearingRatio

As of June 30, 2024, our gearing ratio was 0.1%, calculated as loans and borrowings divided by total equity as of the end of the period and multiplied by 100%.

ForeignExchange Risk

Our financial reporting currency is RMB and changes in foreign exchange rates can significantly affect our reported results and consolidated trends. In addition, our results of operations, including margins, are affected by the fluctuation in foreign exchange rates. Our international operations generate revenues primarily in U.S. dollars. Generally, a weakening of RMB against U.S. dollar has a positive effect on our results of operations, while a strengthening of RMB against U.S. dollar has the opposite effect. We have not used any derivative financial instruments to hedge exposure to such risk. To the extent that we need to convert U.S. dollars into RMB for our operations, appreciation of RMB against U.S. dollar would have an adverse effect on RMB amount we receive from the conversion. Conversely, if we decide to convert RMB into U.S. dollars for the purpose of making payments for dividends on our Shares or ADSs or for other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on U.S. dollar amounts available to us.

ContingentLiabilities

Commitmentof Tax Payments

In connection with the acquisition of land use right and the construction of the headquarters building in Guangzhou, Miniso (Guangzhou) Co., Ltd. (“MINISO Guangzhou”) entered into a letter of intent on November 26, 2020 with the local government of the district where our new headquarters building is located and committed to pay an aggregate amount of tax levies of no less than RMB965.0 million to the local government in Guangzhou for a five-year period starting from January 1, 2021, with RMB160.0 million in 2021, RMB175.0 million in 2022, RMB190.0 million in 2023, RMB210.0 million in 2024 and RMB230.0 million in 2025. If we fail to meet the committed amount for any of the five calendar years, MINISO Guangzhou will have to compensate for the shortfall.

We had met the commitments for the calendar years of 2021, 2022 and 2023 and therefore MINISO Guangzhou was not required to make any compensation to the local government. In March 2024, MINISO Guangzhou provided a performance guarantee of RMB210.0 million issued by a commercial bank to this local government in respect of the commitment of tax payments for the calendar year of 2024, which is valid from April 1, 2024 to March 31, 2025. The Directors have assessed that, based on the projection of and actual relevant taxes and surcharges paid and payable during the calendar year of 2024, we expect to be able to meet the commitment for the calendar year of 2024 and thus it is not probable that MINISO Guangzhou needs to make any compensation to the local government under the above performance guarantee. As such, no provision has been made in respect of this matter as of June 30, 2024.

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APPENDIX IV MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

Securitiesclass action

In August 2022, a putative federal securities class action was filed against the Company and certain of its officers and Directors (“Defendants”), alleging that Defendants made misleading misstatements or omissions regarding the Company’s business operations and financials in violation of the Securities Act of 1933 and the Securities Exchange Act of 1934. The action is captioned In re MINISO Group Holding Limited Securities Litigation, 1:22-cv-09864 (S.D.N.Y.). The lead plaintiff selection process was completed in November 2022 and an amended complaint was filed shortly thereafter. The court granted Defendants’ motion to dismiss in February 2024 with leave to amend. Plaintiffs filed a motion for reconsideration of the court’s decision in late March 2024, to which Defendants have timely responded. Decision on plaintiffs’ motion for reconsideration is pending. Because the case remains in its preliminary stage, Defendants are unable to predict the outcome of the action or estimate the potential losses, if any.

CapitalCommitment

As of June 30, 2024, our capital commitment was RMB749.9 million, which was attributable to the construction of the headquarters building.

Employeesand Remuneration Policy

We had a total of 5,245 full-time employees as of June 30, 2024, including 2,400 in mainland China and 2,845 in certain overseas countries and regions. The following table sets forth the number of employees categorized by function as of June 30, 2024:

Function Number of<br> Employees
Product Development and Supply Chain Management 992
General and Administrative 518
Operations 3,090
Sales and Marketing 182
Technology 196
Business Development 163
Logistics 104
Total 5,245

Our total remuneration cost incurred for the six months ended June 30, 2024 was RMB685.5 million, while it was RMB441.6 million for the six months ended June 30, 2023.

The number of employees employed by the Company varies from time to time depending on needs and employees are remunerated based on industry practice. The remuneration policy and package of the Group’s employees are periodically reviewed. Apart from pension funds and in-house training programmes, discretionary bonuses, share awards and share options from the Company’s share incentive plan may be awarded to employees according to the assessment of individual performance.

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APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP

The following management discussion and analysis of the results of the Target Company is an English translation of the extracts from the annual reports of the Target Company for the years ended December 31, 2021, 2022 and 2023 and the interim report of the Target Company for the six months ended 30 June 2023. The information is originally published in Chinese and the English translated version is provided for information purposes only. In case of discrepancies between the two versions, the Chinese version shall prevail.

The Directors wish to emphasise that the extracts reproduced below are not prepared for incorporation into this circular and the Group has not participated in their preparation. As such, the Directors do not express any view as to their truth, accuracy or completeness, and the Shareholders and investors should exercise caution and should not place undue reliance on such information.

1. For the year ended December 31, 2021

SECTION3 MANAGEMENT DISCUSSION AND ANALYSIS


I. Discussion and Analysis of Operations
(i) Store expansion in various provinces and municipalities:
--- ---

During the Reporting Period, there were more than 50 stores in 7 provinces and municipalities directly under the central government, including Chongqing, Fujian, Sichuan, Anhui, Zhejiang, Guangdong and Jiangsu, 30 to 50 stores in 6 provinces and municipalities directly under the central government, including Hebei, Beijing, Henan, Guizhou, Shanghai and Shaanxi, and 118 stores in total in 16 provinces and municipalities directly under the central government. During the Reporting Period, the Company opened 75 new Bravo stores, closed 14 stores and newly contracted 47 stores. By the end of 2021, the Company operated a total of 1,057 supermarkets in 29 provinces and municipalities. In the fierce competitive environment in 2021, we recorded decline in revenue and profit to varying degrees in other provinces and municipalities except for Xizang, where we achieved revenue and profit growth for two consecutive years.

In May 2021, the Company began to introduce the membership-only wholesale store model on a trial basis. By the end of the year, we opened a total of 53 stores under this model, achieving a rapid growth of 32.9% in comparable same-store sales. In membership-only wholesale stores, the Company expands the store aisle to enhance shopping comfort; reduces the number of goods categories, with multi-faceted and large-pile display, making the goods speak for themselves; implements the “daily inventory clearance” policy under the support of the logistics circulation and distribution system, to ensure the freshness and quality of fresh food; establishes “on-site” bakery, roasting, handcrafting scenes, creating a good atmosphere. The frequency of user shopping in offline channels has increased significantly, while also attracting more new users and increasing store coverage. The proportion of young users in some wholesale stores has increased noticeably. “Quality and affordability” capture the most of users’ minds, followed by profile upgrade and abundant product categories.

(ii) Strategic transformation of omni-channel business

During the Reporting Period, Yonghui Superstores recorded online sales of RMB13.13 billion, with an average daily order volume of 437,000 orders, accounting for 14.42%.

In particular, the self-operated home delivery business under “Yonghui Life (永輝生活)” has covered 1,000 stores, achieving sales of RMB7.1 billion, representing a year-on-year increase of 21.1% and an average daily order volume of 264,000 orders. The home delivery business operated on the third-party platform has covered 909 stores, achieving sales of RMB6.03 billion and an average daily order volume of 173,000 orders.

As of December 31, 2021, the number of members under “Yonghui Life” has exceeded 85.687 million, of which the total number of new registered users is 36.373 million, representing a year-on-year increase of 28.4%, with a peak of monthly active users reaching 10.707 million.

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APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP

The Company has established warehouse-end operation and distribution management standards, and completed the replication of home delivery warehouses centered on unified standard, digital management and tool empowerment to 441 stores across the country, to optimize service experience and significantly improve the on-time delivery rate to over 95.6%. Especially in Fujian, Sichuan and Chongqing, through continuous engagement in 2021, the replication of home delivery warehouses has reached 69.6% in these regions, with the on-time delivery rate of 96.0%, reaching the industry-leading level.

(iii) Digital development

During the Reporting Period, the Company applied data algorithms to transform its procurement operations from the “governance based on human experience” to the direction of standardization, systematization and digitalization. The Company reformed its employment system of offline stores by digital means. Digitally-empowered model stores including Yonghui Superstores Fuzhou Olympic Sports Store, Chengdu Qinglong Square Store and Guose Tianxiang Store have completed the digital transformation of posts. Based on the underlying architecture of YUDOS, a self-developed system of the Company, the technical team completed the human-efficiency enhancement program covering the online management of store attendance record, personnel allocation and work scheduling and real-time visualization of employment data. The use of end tools enables the system to automatically recommend the phase-out or replacement of goods, accelerate the phase-out or replacement of leftover goods, and improve the inventory turnover and gross margin return on investment. Through rational spatial layout, the on-shelf and off-shelf of goods and shelf display design, it provides visual merchandising strategies for offline store operations in the flow side and sales side. The Company has completed the development of an autonomous and controllable full-link operating system – YHDOS, which integrates omni-channel procurement and sales collaboration, operation, business and finance management portals to lay a solid foundation for the digital transformation of all channels and quickly support the adjustment of organization and business strategy. The Company provided strong support for the Group’s business operation by achieving online failure response in less than 5 minutes and withstanding 4 times the peak traffic during the big offer. The Company completed the cloud migration, saving its cost of around RMB10 million every year.

(iv) Supply chain development

During the Reporting Period, for the fresh product segment, the Company promoted the vertical management of the organization, adopted the long and short radius mechanism, and had a total of 600 direct procurement bases across the country. The place-of-origin warehouses include Fujian yellow croaker warehouse, Yunnan leafy vegetables warehouse, Shandong warehouse, Hebei egg warehouse (Guantao/Xinji), banana processing/mango processing warehouse, Northeast Panjin rice base, etc. The Company used digital tools to improve operational efficiency and quality. For example, the adoption of the must-sell product list tool in stores to effectively improve the out-of-stock rate of must-sell goods; net cage management system to reduce invalid SKUs; the freight and miscellaneous expense system to save freight and miscellaneous expenses of fresh products; over 10,000 pieces of data on the information interaction platform to form data assets.

For the food and supplies segment, the Company changed the role of the procurement team. Internally, they serve the stores as brand recommendation officers; externally, they serve as brand agents, and work together with brand owners to strengthen cooperation, deepen collaboration, and strive to build an efficient, agile and digital supply chain. In the pilot stores, the Company iteratively upgraded the theme settings, and focused on the further development of the supply chain of Superior Kids (優悅寶唄) (mother and baby), HOME APPLIANCE (電靚動力) (household appliances), Entertainment Planet (娛樂星球) (culture and game) and Bell Pet (鈴鐺寵物) (pet).

During the Reporting Period, the sales of products under the Company’s own brands amounted to RMB2.65 billion. The Company has built its own brand matrix: on the top of the existing 3+1 brands: Super Foodie ( 饞大獅), Tianqu Food (田趣), U-song (優頌) and Hui Xiang Sui (惠相隨), the Company grandly launched its own brand “Hui Ma Dao Jia (輝媽到家)” in August, expanding into the quick-cooked food segment, and first commenced such business in Jiangsu, Zhejiang and Shanghai markets. The Company received the gold medal of the 2021 Vertex Awards. In the “Everest Award” for China’s brands, it was granted three awards: the Best Private Label Retailer of the Year, the Best Private Label Design Award of the Year and the Best Private Label Single Product Award of the Year. At the same time, the U-song brand has been named as one of the “billion-level” brands.

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APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
(v) Human resources and organization development
--- ---

In response to the Company’s digitization strategy, the human resources department quickly brought in talents for key positions. In 2021, the Company recruited 714 outstanding Internet talents in the industry, and the total number of employees in the technology team exceeded 900 at its peak. The Company has formulated its performance indicator dictionary, and formed an indicator system covering heads of first-level department and 17 key positions in provinces and districts; continued to carry out reform on organizational structure in the younger, flatter and flexible direction to build an organizational system of “agile front office, strong middle office and efficient back office”, and adjust the “region-based management system (戰區制度)” to “province-based management system (省區制度)”; continued to iterate on empowerment-focused training sessions, such as the “Fresh Food Manager Session” and “Fresh Food Seller Session” to support fresh food strategy, the “E-commerce Store Manager Session” to support e-commerce, the “New Store Operation Enhancement Project” to support the enhancement of new store operations, and the “1933 Elite Session” for college students to support the sustainable development of key talents. In 2021, a total of 22 sessions were held through the training center, and a total of 1,500 talents at all levels were conveyed. The Company adopted the development program of “content + software + service”. By the end of 2021, there were over 120 thousand registered users, 636 online courses, 25.69 million minutes of online learning by employees, 19.77 million online exams and over 6,000 daily active users. It strongly supported the digital development of training.

(vi) Smart logistics

During the Reporting Period, the total value of the Company’s logistics operations amounted to RMB58.1 billion. The distribution scope of the logistics centers covers 29 provinces and cities in China, with a total logistics operation area of 750,000 square meters and approximately 2,620 employees. The logistics centers are classified according to the temperature zone, including a total of 19 normal temperature distribution centers (including transit warehouses), 14 constant temperature distribution centers (mainly including fruits and vegetables, frozen and refrigerated goods), and 1 production warehouse; serving customer stores, home delivery warehouses, online stores, processing plants, etc. With the construction concept of integrating processing logistics, trunk logistics and urban distribution logistics, the Company provided end-to-end supply chain services such as source direct sourcing, direct delivery from the factory and customized packaging, to improve the overall efficiency of the supply chain, empower science and technology, and speed up the construction of digital and automated logistics.

During the Reporting Period, the Company actively advanced the construction of logistics automation to enhance the delivery timeliness and accuracy. The ACR System of the HAIPICK in Sichuan, capable of sorting 210 items per hour, has been put into trial operation in December 2021 and connected with the automatic sorting line to further achieve the automatic and intelligent operation of the warehouse.

In 2021, the OTB project was promoted in collaboration with Big Tech, and the switchover of 6 logistics centers has been completed. The Company promoted the improvement of logistics operation efficiency through the online operation of the system, and further improved the store order fulfillment rate and order delivery timeliness, helped store order reference and potentially improved the accuracy of order volume with a focus on the transformation of the operation mode, the transparency and synchronization of logistics information and store order stocking visibility and other links.

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APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
(vii) Social responsibility
--- ---
1. Food safety
--- ---

During the Reporting Period, the Company built 28 new testing stations, upgraded 14 sets of testing equipment, and tested nearly one million batches of fresh agricultural products, with a qualification rate of 99.4%. The Company also strengthened the supplier inspection and evaluation mechanism, and conducted a comprehensive evaluation in terms of quality management systems such as production environment, process standards, procedure control, inspection and testing. The Company conducted nearly 1,000 supplier admission evaluations and flight audits throughout the year, and implemented hierarchical control based on risk levels. The Company maintained strict standards on request for certificates and licenses, regularly re-examined and checked suppliers’ qualification certificates, and reviewed nearly 500,000 qualification certificates throughout the year.

Internal management:

(1) The<br> Company strengthened the main responsibility of food safety, kept employees at all posts<br> informed of the food safety responsibilities, and organized the responsible persons of key<br> positions and key management personnel to sign about 20,000 copies of the Food Safety Responsibility<br> Statement online;
(2) The<br> Company regularly carried out training on food safety expertise to enhance the food safety<br> risk prevention and control ability of all employees, with more than 785,000 employees attending<br> the online courses, and the Company also conducted monthly food safety training offline;<br> and the “two-level audit and two-level self-inspection” mechanism was implemented<br> to proactively eliminate food safety risks in stores. The Company and the provincial and<br> district competent authorities have carried out 2,436 inspections and assessments to stores,<br> and self-inspections were also conducted monthly by regions and weekly by stores;
--- ---
(3) The<br> Company promoted the special improvement of food safety, and carried out special improvement<br> for 10 themes such as “product shelf life, product quality, pest control, cleaning<br> and disinfection, food safety guarantee measures in holidays” throughout the year;
--- ---
(4) The<br> Company set up a food safety demonstration brand, and the stores in Fujian, Sichuan, Hunan<br> and other provinces actively participated in the creation of the “Food Safety Demonstration<br> City”. A total of 76 stores in various provinces and regions across the country have<br> successfully been awarded the “Safe Meat and Vegetables Demonstration Supermarket”,<br> and 62 stores have successfully been awarded the “Trustworthy Supermarket” or<br> the “Assured Consumption Demonstration Unit”.
--- ---

In 2022, the Company planned to deepen the development of the science and technology department to increase investment in the digital platform of the “Food Safety Cloud Network”, and completed the digital traceability of the whole process of “place of origin/supplier-logistics-store”.

2. Fighting against the pandemic

After the outbreak of the pandemic in Putian, Xiamen and Quanzhou in Fujian Province in September 2021, Yonghui Superstores was entrusted by the Provincial Party Committee and the Provincial Government of Fujian, Fuzhou Municipal Committee and Municipal Government to guarantee the price stability of important daily necessities and the continuous supply of commodities through the implementation of actions such as securing the supply of people’s livelihood commodities and timely delivery of online orders. According to incomplete statistic, during the pandemic period, Fujian Yonghui Superstores despatched nearly 1,000 large logistics vehicles from Fuzhou Logistics Center to Putian, Xiamen, Quanzhou and other pandemic areas, and supplied more than 2,000 tons of fresh products such as vegetables and fruits, and millions of pieces of daily supplies such as food and daily necessities, sparing no effort to ensure adequate materials and stable prices in the epidemic areas.

– 770 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP

In December 2021, the outbreak of the novel coronavirus pandemic in Xi’an arouse the concern of the whole nation. Yonghui immediately activated its supply guarantee and price stabilization plan during the pandemic period, and made every effort to guarantee materials supply and stabilize prices while strictly preventing the pandemic. After the outbreak of the epidemic, Yonghui Shaanxi Logistics Warehouse, located in the suburb of Xi’an, held an emergency meeting. Due to the lockdown measures implemented in the communities where some employees lived, facing the difficult situation of less than 20 people on duty, the on-duty employees put up a dormitory in the logistics warehouse and stayed in the warehouse. The drivers of the carriers, labor service companies and logistics employees stuck to their posts on the front line of material supply, coordinated human resources, goods, vehicles and other resources to ensure the completion of material distribution. During the period from December 22 to December 29, Yonghui distributed 1,500 tons of materials by despatching 634 vehicles and delivered 125,000 pieces of commodities related to people’s livelihood.

(viii) Yunjin business

Influenced by the macroeconomic situation and industrial regulatory policies, the Company’s Yunjin business began to transform to provide innovative financial services. By reducing and optimizing the asset business, the Company improved the efficiency of capital utilization to guarantee basic profits. As of the end of the Reporting Period, the total assets of the Company’s Yunjin business amounted to RMB2.449 billion, representing a year-on-year decrease of 44.12%. The revenue amounted to RMB410 million, representing a year-on-year decrease of 4.2%; and the profit reached RMB120 million. The Company has reserved sufficient funds for its Yunjin business and ensured its asset risk under control.

II. The Situation of the Industry in which the Company Operates during the Reporting Period

According to the National Bureau of Statistics of China, in 2021, the total retail sales of consumer goods was RMB44,082.3 billion, representing an increase of 12.5% over the previous year, with an average growth rate of 3.9% in the previous two years. In particular, the retail sales of consumer goods other than automobiles amounted to RMB39,703.7 billion, representing an increase of 12.9%. After deducting the price factor, the total retail sales of consumer goods in 2021 increased by 10.7% over the previous year in real terms; by retail formats, the retail sales of superstores in retail units above designated size in 2021 increased by 6.0% over the previous year; the national online retail sales amounted to RMB13,088.4 billion, representing an increase of 14.1% over the last year. Among others, the online retail sales of physical goods recorded RMB10,804.2 billion, representing an increase of 12.0%, accounting for 24.5% of the total retail sales of consumer goods. Among the online retail sales of physical goods, food, clothing and consumer goods increased by 17.8%, 8.3% and 12.5%, respectively.

III. Business Engaged in by the Company during the Reporting Period

Yonghui Superstores is one of the top 500 enterprises in China and a leading enterprise of “circulation” and “agricultural industrialization” at the national level. Yonghui Superstores is one of the first circulation enterprises to introduce fresh agricultural products into modern supermarkets in mainland China, and has been praised by seven ministries and commissions as a model for the promotion of “Wet Market Transforming into Food Supermarket” in China. Through the connecting agricultural produce with supermarkets, it has been recognized by the people for its fresh and affordable commodities, and is known as “A Supermarket for People’s Livelihood”. Since its inception, Yonghui Superstores has been developing with high quality. At present, Yonghui Superstores has developed more than 1,000 supermarket chains nationwide, covering 585 cities in 29 provinces, with an operating area of more than 8 million square meters, ranking second among the top 100 supermarkets in China in 2020 and the fourth among the top 100 chains in China in 2020.

– 771 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
IV. Analysis of Core Competitiveness during the Reporting Period
--- ---
Applicable Not<br> applicable
--- --- --- ---

The Company insists on building a platform-based enterprise of food supply chain based on smart middle office, adhering to the concept of “Becoming Perfect through Integration and Sharing” (融合共享,  成於至善), and building an entrepreneurship platform for the youth with Yonghui’s characteristic partnership system.

V. Main Operations during the Reporting Period

As of the end of the Reporting Period, the Company achieved a total operating income of RMB91.062 billion, representing a year-on-year decrease of 2.29%, and the consolidated net profit attributable to shareholders of the listed company was RMB-3.944 billion.

(I) Analysis of principal businesses
1. Analysis of changes in relevant items in the income statement and cash flow statement
--- ---
Unit: Yuan Currency: RMB
--- --- --- ---
Item Amount for the<br><br> current period Amount for<br><br> the same period<br><br> of last year Change
(%)
Operating income 91,061,894,312.13 93,199,107,664.03 -2.29
Operating cost 74,027,212,258.30 73,280,513,427.89 1.02
Selling expenses 16,629,508,068.60 15,438,729,869.72 7.71
Administrative expenses 2,155,455,991.88 2,293,027,943.94 -6.00
Finance cost 1,551,693,676.48 223,461,312.38 594.39
Research and development expenses 428,107,468.21 N/A
Net cash flows from operating activities 5,826,920,929.25 6,139,709,882.14 -5.09
Net cash flows from investment activities -915,087,930.10 -2,171,435,956.11 N/A
Net cash flows from financing activities -6,855,907,963.31 106,219,254.45 -6,554.49

Reasons for the change in finance cost: the increase in interest expenses on lease liabilities due to the impact of the new lease standards;

Reasons for the change in research and development expenses: the increase in investment in research and development during the year;

Reasons for the change in net cash flows from operating activities: the decrease in net sales proceeds due to the decline in sales and gross profit during the period;

Reasons for the change in net cash flows from investing activities: the withdrawal of external investments and wealth management products during the period;

Reasons for the change in net cash flows from financing activities: the repurchase of shares and the inclusion of fixed rent paid for non-exempt lease contracts in the cash flows from financing activities in accordance with the new lease standards during the period.

Particulars of material changes in the Company’s business type, profit composition or profit sources during the period

Applicable Not<br> applicable
2. Revenue and cost analysis
--- ---
Applicable Not<br> applicable
--- --- --- ---
– 772 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP

Affected by the fierce competition in the industry, the Company’s revenue decreased by 2.29% as compared to the corresponding period of last year, while the cost increased by 1.12%, resulting in a 2.38% year-on-year decrease in gross profit margin.

(1). Principal businesses by sector, product, geographical region and sales model
Unit: 0’000 Yuan Currency: RMB
--- --- --- --- --- --- ---
Principal businesses by sector
By sector Operating<br><br> income Operating<br><br> cost Gross<br><br> profit<br><br> margin Change in<br><br> operating<br><br> income over<br><br> last year Change in<br><br> operating<br><br> cost over<br><br> last year Change in<br><br> gross profit<br><br> margin over<br><br> last year
(%) (%) (%) (%)
Retail industry 8,495,782.83 7,358,928.29 13.38 -2.11 1.34 Decreased<br> by 2.94 percentage points
Service industry 610,406.60 43,792.93 92.83 -4.84 -33.97 Increased<br> by 3.17 percentage points
Principal businesses by product
--- --- --- --- --- --- ---
By product Operating<br><br> income Operating<br><br> cost Gross<br><br> profit<br><br> margin Change in<br><br> operating<br><br> income over<br><br> last year Change in<br><br> operating<br><br> cost over<br><br> last year Change in<br><br> gross profit<br><br> margin over<br><br> last year
(%) (%) (%) (%)
Fresh products and processing 4,082,575.24 3,618,652.17 11.36 -1.58 1.25 Decreased<br> by 2.48 percentage points
Food supplies (including clothing) 4,413,207.58 3,740,276.12 15.25 -2.59 1.42 Decreased<br> by 3.35 percentage points
Principal businesses by geographical region
--- --- --- --- --- --- ---
By region Operating<br><br> income Operating<br><br> cost Gross<br><br> profit<br><br> margin Change in<br><br> operating<br><br> income over<br><br> last year Change in<br><br> operating<br><br> cost over<br><br> last year Change in<br><br> gross profit<br><br> margin over<br><br> last year
(%) (%) (%) (%)
Southeast China 1,465,878.39 1,310,813.46 10.58 0.66 7.28 Decreased<br> by 5.52 percentage points
North China 900,086.55 776,486.15 13.73 -2.76 1.00 Decreased<br> by 3.21 percentage points
East China 1,926,038.31 1,654,854.75 14.08 -0.05 2.42 Decreased<br> by 2.07 percentage points
– 773 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
Principal businesses by geographical region
--- --- --- --- --- --- ---
By region Operating<br><br> income Operating<br><br> cost Gross<br><br> profit<br><br> margin Change in<br><br> operating<br><br> income over<br><br> last year Change in<br><br> operating<br><br> cost over<br><br> last year Change in<br><br> gross profit<br><br> margin over<br><br> last year
(%) (%) (%) (%)
West China 1,774,393.36 1,532,014.86 13.66 -6.96 -4.01 Decreased<br> by 2.65 percentage points
Southwest China 1,296,292.45 1,101,471.10 15.03 0.40 2.59 Decreased<br> by 1.81 percentage points
South China 424,998.02 363,284.72 14.52 -11.13 -8.10 Decreased<br> by 2.82 percentage points
Central China 708,095.75 620,003.25 12.44 2.17 5.04 Decreased<br> by 2.39 percentage points
Principal businesses by sales model
--- --- --- --- --- --- ---
Sales model Operating<br><br> income Operating<br><br> cost Gross<br><br> profit<br><br> margin Change in<br><br> operating<br><br> income over<br><br> last year Change in<br><br> operating<br><br> cost over<br><br> last year Change in<br><br> gross profit<br><br> margin over<br><br> last year
(%) (%) (%) (%)
Retail 8,495,782.83 7,358,928.29 13.38 -2.11 1.34 Decreased<br> by 2.94 percentage points
Others 610,406.60 43,792.93 92.83 -4.84 -33.97 Increased<br> by 3.17 percentage points

The geographical distribution is as follows:

Southeast China: Fujian, Jiangxi, Hong Kong

North China: Beijing, Tianjin, Hebei, Liaoning, Jilin, Heilongjiang, Inner Mongolia

East China: Jiangsu, Zhejiang, Shanghai, Anhui

West China: Chongqing, Guizhou, Yunnan, Hubei, Hunan

Southwest China: Sichuan, Xizang, Shaanxi, Gansu, Qinghai, Ningxia, Xinjiang

South China: Guangdong, Guangxi, Hainan

Central China: Shanxi, Hebei, Shandong, Henan

(2). Analysis statement of production and sales
Applicable Not<br> applicable
--- --- --- ---
(3). Performance of material procurement contracts and material sales contracts
--- ---
Applicable Not<br> applicable
--- --- --- ---
– 774 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
(4). Statement of Cost Analysis
--- ---
Unit: 0’000 Yuan
--- --- --- --- --- --- --- ---
By sector
By sector Cost<br><br> components Amount for<br><br> the current<br><br> period Percentage<br><br> of total cost<br><br> for the<br><br> current<br><br> period Amount<br><br> for the<br><br> corresponding<br><br> period of<br><br> last year Percentage<br><br> of total cost<br><br> for the<br><br> corresponding<br><br> period of<br><br> last year Change in<br><br> amount for the<br><br> current period<br><br> as compared<br><br> with the<br><br> corresponding<br><br> period of<br><br> last year Explanations
(%) (%) (%)
Retail industry 7,358,928.29 99.41 7,261,727.70 99.09 1.34
Service industry 43,792.93 0.59 66,323.64 0.91 -33.97
By product
--- --- --- --- --- --- --- ---
By product Cost<br><br> components Amount for<br><br> the current<br><br> period Percentage<br><br> of total cost<br><br> for the<br><br> current<br><br> period Amount<br><br> for the<br><br> corresponding<br><br> period of<br><br> last year Percentage<br><br> of total cost<br><br> for the<br><br> corresponding<br><br> period of<br><br> last year Change in<br><br> amount for the<br><br> current period<br><br> as compared<br><br> with the<br><br> corresponding<br><br> period of<br><br> last year Explanations
(%) (%) (%)
Fresh products and processing 3,618,652.17 48.88 3,573,923.36 48.77 1.25
Food supplies and clothing 3,740,276.12 50.53 3,687,804.34 50.32 1.42
(5). Changes in the scope of consolidation as a result of changes in equity interests in major subsidiaries during the Reporting Period
--- ---
Applicable Not<br> applicable
--- --- --- ---
(6). Significant change in or adjustment of the businesses, products or services of the Company during the Reporting Period
--- ---
Applicable Not<br> applicable
--- --- --- ---
(7). Major Customers and Suppliers
--- ---
A. Major customers of the Company
--- ---

The sales of the top five customers amounted to RMB832.7577 million, accounting for 0.93% of the total annual sales; among the sales of the top five customers, the sales of related parties amounted to RMB813.3074 million, accounting for 0.91% of the total annual sales.

The proportion of sales to a single customer over 50% of the total amount, new customers among the top five customers or heavy dependence on a few customers during the Reporting Period

Applicable Not<br> applicable
– 775 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
B. Major suppliers of the Company
--- ---

The purchases from the top five suppliers amounted to RMB6,474.9930 million, accounting for 8.42% of the total annual purchases; among the purchases from the top five suppliers, the purchases from related parties amounted to RMB4,044.1511 million, accounting for 5.20% of the total annual purchases.

The proportion of purchases from a single supplier over 50% of the total amount, new suppliers among the top five suppliers or heavy dependence on a few suppliers during the Reporting Period

Applicable Not<br> applicable

Other explanations

None

3. Expenses
Applicable Not<br> applicable
--- --- --- ---

Please refer to VII. Notes to the Consolidated Financial Statements under Section X Financial Report of this report.

4. Research and Development (R&D) Investment
(1). Statement of R&D investment
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit: Yuan
--- --- --- ---
Expensed R&D investment for the current period 428,107,468.21
Capitalized R&D investment for the current period 110,054,605.49
Total R&D investment 538,162,073.70
Total R&D investment as a percentage of operating income (%) 0.59 %
Capitalized R&D investment as a percentage of total R&D investment (%) 20.45 %

(2). Statement of R&D employees
Applicable Not<br> applicable
--- --- --- ---
Number of R&D employees of the Company 953
--- --- ---
R&D employees as a percentage of total employees of<br> the Company (%) 0.83 %
Educational background structure of R&D employees
--- ---
Educational level Number
Doctoral degree 4
Master’s degree 118
Bachelor’s degree 697
Associate degree 130
High school and below 4
– 776 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
Age structure of R&D employees
--- ---
Age group Number
Under 30 years old (30 years old exclusive) 387
30-40 years old (30 years old inclusive, 40 years old<br> exclusive) 532
40-50 years old (40 years old inclusive, 50 years old<br> exclusive) 33
50-60 years old (50 years old inclusive, 60 years old<br> exclusive) 1
60 years old and above 0
(3). Explanation
--- ---
Applicable Not<br> applicable
--- --- --- ---
(4). Reasons of major changes in the composition of R&D employees and its impact on the Company’s future development
--- ---
Applicable Not<br> applicable
--- --- --- ---
5. Cash flow
--- ---
Applicable Not<br> applicable
--- --- --- ---
Currency: RMB Unit: Yuan
--- --- --- --- ---
Item Amount for the<br><br> current period Amount for the<br><br> corresponding period of<br><br> last year Change Explanations
(%)
Cash<br> received from other operating activities 3,020,586,574.65 880,432,402.09 243.08 Increase<br> in recovery of loans granted by microfinance and factoring companies in Chongqing in the current year
Taxes<br> paid 1,037,017,460.13 1,615,975,562.07 -35.83 Decrease<br> in value-added tax and enterprise income tax in the current year
Cash<br> received from disposal of investments 681,186,560.54 121,828,381.49 459.14 Increase<br> in cash received from disposal of the equity interests of Guo Lian and Sunrise in the current year
Cash<br> received from investment income 57,672,406.30 92,953,747.32 -37.96 Decrease<br> in dividends from Beijing Friendship and Hongqi Chain in the current year
Cash<br> received from other investment activities 2,475,657,999.00 5,826,511,631.94 -57.51 Decrease<br> in wealth management products recovered in the current year
Cash<br> paid for investments 159,799,999.46 745,006,998.05 -78.55 Additional<br> investment in Yunchuang and Fresh Food in the previous year, as well as investment in Yuanxin and Sunrise in the current year
Cash<br> paid for other investment activities 1,966,236,083.15 5,387,235,544.57 -63.50 Decrease<br> in wealth management products purchased in the current year
– 777 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
Item Amount for the<br><br> current period Amount for the<br><br> corresponding<br><br> period of<br><br> last year Change Explanations
--- --- --- --- ---
(%)
Cash<br> received from capital contributions 50,450,000.00 354,057,473.88 -85.75 Investment<br> amounts received from minority shareholders of Baijia in the previous year, as well as investment amounts received from minority<br> shareholders of Yunchuang in the current year
Cash<br> received from other financing activities 39,947,401.43 Finance<br> lease rentals received was adjusted from operating cash flows to this item due to the application of the new lease standard in the<br> current year
Cash<br> paid for repayment of debts 17,430,840,273.76 12,546,526,073.72 38.93 Increase<br> in short-term borrowings repaid in the current year
Cash<br> paid for distribution of dividends, profits or settlement of interest 555,415,007.07 1,562,195,662.61 -64.45 Decrease<br> in dividends distributed in the current year
Cash<br> paid for other financing activities 4,480,050,083.91 1,769,956,756.86 153.12 Fixed<br> rentals paid for non-exempt lease contracts were adjusted from operating cash flows to this item due to the application of the new<br> lease standard in the current year
Effect<br> of exchange rate changes on cash and cash equivalents -242,700.09 -1,095,099.15 N/A Changes<br> in exchange rates in the current year
(II) Explanation on significant changes to the profit resulting from non-principal business
--- ---
Applicable Not<br> applicable
--- --- --- ---

Matters that the Company’s non-principal business has a greater impact on the profits:

(1) The<br> fair value of financial assets held by the Company at the end of the Reporting Period decreased<br> by RMB283 million as compared to the beginning of the year;
(2) The<br> impairment loss of RMB326 million was made for long-term equity investments;
--- ---
(3) The<br> provision for impairment of RMB309 million was made for the stores of the Group to be closed<br> due to long-term losses;
--- ---
(4) The<br> impairment loss of goodwill and intangible assets in the asset group of Guangdong Baijia<br> Yonghui Supermarket Co., Ltd. amounted to RMB143 million.
--- ---
– 778 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
(III) Analysis of assets and liabilities
--- ---
Applicable Not<br> applicable
--- --- --- ---
1. Assets and liabilities
--- ---
Unit: Yuan
--- --- --- --- --- --- ---
Item Amount<br><br> at the end of<br><br> the current<br><br> period Amount<br><br> at the end of<br><br> the current<br><br> period as a<br><br> percentage<br><br> of total asset Amount<br><br> at the end of the<br><br> previous period Amount<br><br> at the end of<br><br> the previous<br><br> period as a<br><br> percentage<br><br> of total<br><br> assets Amount<br><br> at the end of<br><br> the current<br><br> period as a<br><br> percentage of<br><br> amount at the<br><br> end of the<br><br> previous period Explanations
(%) (%) (%)
Loans<br> and advances (current) 568,806,255.36 0.80 1,393,758,718.35 2.48 -59.19 Recovery<br> of short-term loans in the current year
Financial<br> assets held for trading 1,560,917,920.71 2.19 241,410,438.34 0.43 546.58 KT<br> and Arawana under other non-current financial assets were transferred to this item due to the release of trading restrictions in<br> this current year
Factoring<br> receivable 1,411,455,365.03 1.98 2,710,166,360.05 4.83 -47.92 Recovery<br> of the factoring receivable in the current year
Non-current<br> assets due within one year 41,563,339.26 0.06 N/A Finance<br> lease receivables due within one year were reclassified to this item due to the application of the new lease standard in the current<br> year
Long-term<br> receivables 73,044,056.84 0.10 N/A The<br> sublease that meets the finance lease conditions was remeasured due to the application of the new lease standard in the current year
Construction<br> in progress 410,335,149.87 0.58 194,264,567.11 0.35 111.22 Increase<br> in investment in the construction of Guizhou Logistics Park, Northeast Warehousing Center and Fujian Yonghui Logistics Center in<br> the current year
Productive<br> biological assets 11,627,554.75 0.02 N/A Fuping<br> Modern Agriculture added productive biological assets such as fruit trees in the current year
– 779 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
Item Amount<br><br> at the end of<br><br> the current<br><br> period Amount<br><br> at the end of<br><br> the current<br><br> period as a<br><br> percentage<br><br> of total asset Amount<br><br> at the end of the<br><br> previous period Amount<br><br> at the end of<br><br> the previous<br><br> period as a<br><br> percentage<br><br> of total<br><br> assets Amount<br><br> at the end of<br><br> the current<br><br> period as a<br><br> percentage of<br><br> amount at the<br><br> end of the<br><br> previous period Explanations
--- --- --- --- --- --- ---
(%) (%) (%)
Right-of-use<br> assets 21,967,161,359.54 30.80 N/A The<br> right-of-use asset was recognized for non-exempt lease contracts due to the application of the new lease standard in the current<br> year
Goodwill 3,661,378.25 0.01 121,331,244.79 0.22 -96.98 Decrease<br> in goodwill in the current year as compared to the corresponding period of the previous year, resulting from the provision made for<br> impairment of Baijia’s goodwill
Deferred<br> tax assets 1,036,025,168.71 1.45 472,606,455.22 0.84 119.37 Recognition<br> of deferred tax assets for lease liabilities due to the application of the new lease standard in the current year
Bills<br> payable 33,000,000.00 0.05 N/A The<br> issuance of commercial acceptance bills in the current year
Non-current<br> liabilities due within one year 2,069,851,210.42 2.90 N/A The<br> reclassification of rentals due within one year to this item due to the application of the new lease standard in the current year
Long-term<br> borrowings 1,021,069,722.22 1.43 N/A New<br> bank loans for more than one year in the current year
Lease<br> liabilities 24,826,561,091.82 34.81 N/A The<br> rentals of non-exempt lease contracts were remeasured due to the application of the new lease standard in the current year
– 780 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
Item Amount<br><br> at the end of<br><br> the current<br><br> period Amount<br><br> at the end of<br><br> the current<br><br> period as a<br><br> percentage<br><br> of total asset Amount<br><br> at the end of the<br><br> previous period Amount<br><br> at the end of<br><br> the previous<br><br> period as a<br><br> percentage<br><br> of total<br><br> assets Amount<br><br> at the end of<br><br> the current<br><br> period as a<br><br> percentage of<br><br> amount at the<br><br> end of the<br><br> previous period Explanations
--- --- --- --- --- --- ---
(%) (%) (%)
Estimated<br> liabilities 3,628,259.35 0.01 123,670,630.29 0.22 -97.07 The<br> estimated liabilities for loss-making contracts were transferred to the provision for impairment of right-of-use assets due to the<br> application of the new lease standard in the current year
Deferred<br> tax liabilities 172,894,859.29 0.24 616,873,988.17 1.10 -71.97 Decrease<br> in deferred tax assets and deferred tax liabilities that were presented on a net basis due to the application of the new lease standard<br> in the current year
Capital<br> reserve 4,276,144,811.80 6.00 6,926,920,343.78 12.33 -38.27 Decrease<br> in capital reserve due to cancellation of treasury shares, capital increase of Fresh Food and share-based payment in the current<br> year
Treasury<br> shares 2,009,067,652.38 3.58 N/A Cancellation<br> of treasury shares in the current year
Other<br> comprehensive income 1,494,334.19 0.00 -584,134.06 -0.00 -355.82 The<br> effect of change in other comprehensive income of Huatong Bank in the current year
Retained<br> earnings -3,797,684,715.49 -5.33 3,886,681,562.18 6.92 -197.71 Reduction<br> of retained earnings at the beginning of the year and loss for the year due to the application of the new lease standard in the current<br> year
Minority<br> interests 418,606,199.35 0.59 1,042,097,792.60 1.86 -59.83 Reduction<br> of minority interests at the beginning of the year and loss for the year due to the application of the new lease standard in the<br> current year
– 781 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
2. Overseas assets
--- ---
Applicable Not<br> applicable
--- --- --- ---
(1) Asset size
--- ---

Including: overseas assets of RMB800 million, accounting for 1.12% of total assets.

(2) Description of relatively high proportion of overseas assets
Applicable Not<br> applicable
--- --- --- ---
3. Restriction on material assets as of the end of the Reporting Period
--- ---
Applicable Not<br> applicable
--- --- --- ---

Please refer to VII. 83 in Section X Financial Report of this report

4. Other explanations
Applicable Not<br> applicable
--- --- --- ---
(IV) Analysis of the industry operation information
--- ---
Applicable Not<br> applicable
--- --- --- ---

As follows:

Analysisof operational information of retail industry

1. Distribution of stores opened at the end of the Reporting Period
Applicable Not<br> applicable
--- --- --- ---

In 2021, the Company had 75 newly opened stores (including Baijia Yonghui, excluding Yonghui Life and Super Species), with an area of 533,300 square meters; and had a total of 1,057 stores, covering 29 provinces and municipalities directly under the central government; and 159 stores have been contracted but were not opened, with a reserve area of 1,119,600 square meters.

Self-owned stores Leased stores
Number Number
Region Operation mode of stores GFA of stores GFA
(0’000 m^2^) (0’000 m^2^)
Anhui Supermarket 74 67.55
Beijing Supermarket 45 41.27
Fujian Supermarket 4 4.15 140 107.27
Gansu Supermarket 3 1.89
Guangdong Supermarket 71 38.57
Guangxi Supermarket 8 5.10
Guizhou Supermarket 41 36.54
Hebei Supermarket 1 2.65 46 37.02
Henan Supermarket 44 37.12
Heilongjiang Supermarket 9 8.95
Hubei Supermarket 16 11.74
Hunan Supermarket 8 5.01
Jilin Supermarket 6 5.83
Jiangsu Supermarket 71 60.62
Jiangxi Supermarket 15 9.99
Liaoning Supermarket 7 6.38
Inner Mongolia Supermarket 3 2.50
– 782 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
Self-owned stores Leased stores
--- --- --- --- --- ---
Number Number
Region Operation mode of stores GFA of stores GFA
(0’000 m^2^) (0’000 m^2^)
Ningxia Supermarket 4 2.71
Qinghai Supermarket 1 0.61
Shandong Supermarket 4 2.38
Shanxi Supermarket 16 12.94
Shaanxi Supermarket 33 23.95
Shanghai Supermarket 38 25.43
Sichuan Supermarket 1 0.42 110 92.61
Tianjin Supermarket 8 7.74
Xizang Supermarket 2 1.64
Yunnan Supermarket 8 5.20
Zhejiang Supermarket 72 54.52
Chongqing Supermarket 4 3.83 144 103.47
Total 10 11.04 1,047 816.51

Tableof newly opened stores and reserved stores during the Reporting Period

(Unit of area: m^2^)
Net increase in
stores opened in Contracted but
Subtotal of the current not opened
Item opened stores period stores
Number<br> of stores in Anhui 74 5 11
Area<br> of stores in Anhui 675,535.13 34,253.43 75,634.31
Number<br> of stores in Beijing 45 1 3
Area<br> of stores in Beijing 412,729.92 2,657.41 13,934.00
Number<br> of stores in Fujian 144 4 14
Area<br> of stores in Fujian 1,114,179.60 40,247.40 109,213.72
Number<br> of stores in Gansu 3 1 1
Area<br> of stores in Gansu 18,871.90 7,101.76 8,086.00
Number<br> of stores in Guangdong 71 6 4
Area<br> of stores in Guangdong 385,727.04 33,732.88 13,340.77
Number<br> of stores in Guangxi 8 0 2
Area<br> of stores in Guangxi 51,043.17 0 11,505.43
Number<br> of stores in Guizhou 41 5 12
Area<br> of stores in Guizhou 365,377.07 48,450.00 97,395.47
Number<br> of stores in Hebei 47 3 9
Area<br> of stores in Hebei 396,713.32 19,656.04 75,761.19
Number<br> of stores in Henan 44 5 11
Area<br> of stores in Henan 371,185.14 36,750.04 85,043.00
Number<br> of stores in Heilongjiang 9 0 0
Area<br> of stores in Heilongjiang 89,423.31 0 0
Number<br> of stores in Hubei 16 5 6
Area<br> of stores in Hubei 117,361.51 36,048.82 28,142.11
Number<br> of stores in Hunan 8 1 1
Area<br> of stores in Hunan 50,067.07 6,198.00 6,172.00
Number<br> of stores in Jilin 6 0 0
Area<br> of stores in Jilin 58,323.42 0 0
Number<br> of stores in Jiangsu 71 3 2
Area<br> of stores in Jiangsu 606,205.47 18,869.78 12,352.70
Number<br> of stores in Jiangxi 15 2 2
Area<br> of stores in Jiangxi 99,851.78 10,493.03 12,318.86
Number<br> of stores in Liaoning 7 1 2
Area<br> of stores in Liaoning 63,735.06 7,479.90 10,499.91
Number<br> of stores in Inner Mongolia 3 1 0
Area<br> of stores in Inner Mongolia 24,913.57 9,659.00 0
Number<br> of stores in Ningxia 4 0 0
Area<br> of stores in Ningxia 27,090.78 0 0
– 783 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
Net increase in
--- --- --- ---
stores opened in Contracted but
Subtotal of the current not opened
Item opened stores period stores
Number<br> of stores in Qinghai 1 0 1
Area<br> of stores in Qinghai 6,018.58 0 6,820.00
Number<br> of stores in Shandong 4 2 3
Area<br> of stores in Shandong 23,773.71 12,613.15 17,147.33
Number<br> of stores in Shanxi 16 1 3
Area<br> of stores in Shanxi 129,390.06 6,193.00 18,552.00
Number<br> of stores in Shaanxi 33 1 9
Area<br> of stores in Shaanxi 239,455.56 5,059.80 71,167.20
Number<br> of stores in Shanghai 38 4 4
Area<br> of stores in Shanghai 254,251.10 14,023.56 24,924.50
Number<br> of stores in Sichuan 111 14 29
Area<br> of stores in Sichuan 930,284.30 127,919.45 222,555.18
Number<br> of stores in Tianjin 8 0 1
Area<br> of stores in Tianjin 77,396.25 0 5,812.60
Number<br> of stores in Xizang 2 1 1
Area<br> of stores in Xizang 16,367.68 5,114.73 4,281.00
Number<br> of stores in Yunnan 8 1 6
Area<br> of stores in Yunnan 52,046.87 6,035.00 42,006.50
Number<br> of stores in Zhejiang 72 3 7
Area<br> of stores in Zhejiang 545,205.17 17,840.10 46,537.89
Number<br> of stores in Chongqing 148 5 15
Area<br> of stores in Chongqing 1,072,997.28 26,974.13 100,462.78
Total<br> number of stores 1,057 75 159
Total<br> area of stores 8,275,520.82 533,370.41 1,119,666.45

Newly opened stores of the Company in the fourth quarter of 2021

The Company opened 27 new stores in China in the fourth quarter of 2021, the particulars of which were as follows:

No. Region Name of project Opening<br><br> <br>date Leased<br><br> <br>area Lease<br><br> <br>term Address
(m^2^) (years)
1 Shaanxi Qindu<br> Shanglin Road Store 2021-10-1 5,059.8 20 F1,<br> East Area, Guoruncheng, Xincheng Shiji Avenue, Qindu District, Xianyang, Shaanxi
2 Zhejiang Dingqiao<br> Longfor Paradise Walk 2021-10-15 5,023.2 15 Longfor<br> Paradise Walk, No. 515 Dingcheng Road, Dinglan Street, Jianggan District, Hangzhou, Zhejiang
3 Hebei Langfang<br> Damuzhi Store 2021-10-30 9,970 20 Damuzhi<br> Square, No. 139 Changfu Road, Anci District, Langfang, Hebei
4 Shanxi Wangfu<br> Square 2021-11-10 6,193 20 Fudong<br> Street Extension Line (near Dongzhonghuan Road), Xinghualing District, Taiyuan, Shanxi
5 Guizhou Kaili<br> 9 Square Paradise Walk Store 2021-11-19 7,960 20 9<br> Square Paradise Walk, No. 25 Beijing West Road, Kaili, Qiandongnan Miao and Dong Autonomous Prefecture, Guizhou
6 Jiangsu Xiandai<br> Avenue INCITY Store 2021-11-19 7,542 15.4 No. 1699 Xiandai Avenue, Wuzhong District Industrial Park, Suzhou, Jiangsu
– 784 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
No. Region Name of project Opening<br><br> <br>date Leased<br><br> <br>area Lease<br><br> <br>term Address
--- --- --- --- --- --- ---
(m^2^) (years)
7 Shanghai Songjiang<br> INCITY Store 2021-11-20 4,978.62 12 No.<br> 1, Lane 1788, Guangfulin Road, Songjiang District, Shanghai
8 Sichuan Neijiang<br> Weiyuan Wanda Plaza 2021-11-26 11,522.24 20 Wanda<br> Plaza, Weiyuan County, Neijiang, Sichuan
9 Hubei Xiangyang<br> Minfa Century Square 2021-11-27 9,995.6 20 Intersection<br> of Jinyuan Road and Haoranhe East Road, Xiangzhou District, Xiangyang, Hubei
10 Guizhou Zunyi<br> Baixin Aoyuan Square 2021-12-3 7,524 20 Aoyuan<br> Square, Tongzi County, Zunyi, Guizhou
11 Yunnan Kunming<br> Hello World 2021-12-3 6,035 20 Yongzhong<br> Road, Liujia Street, Guandu District, Kunming, Yunnan
12 Fujian Nanping<br> Wuyishan Wanzhao Square Store 2021-12-5 19,809.0<br> 6 Owned 1/F-3/F,<br> South of Wujiu Avenue (Wanzhao Square), Wuyishan, Fujian
13 Shandong Tengzhou<br> True Love Plaza 2021-12-17 6,853 15 Northwest<br> Corner of the Intersection of Jinghe West Road and Pingxing Middle Road, Tengzhou, Zaozhuang, Shandong
14 Sichuan Jiangyou<br> Shengming Plaza 2021-12-18 6,110.8 20 Middle<br> Section of Taiping Road, Jiangyou, Sichuan
15 Hubei Wulidun<br> Vanke Plaza 2021-12-18 6,137.59 15.5 Intersection<br> of Jiangcheng Avenue and Hanyang Avenue, Hanyang District, Wuhan
16 Fujian Guankou<br> Wanda 2021-12-18 6,221.96 15 Guankou<br> Wanda Plaza, Jimei District, Xiamen, Fujian
17 Guangdong Zhaoqing<br> Dinghu Wanda 2021-12-23 6,910.75 15 Zhaoqing<br> Dinghu Wanda Plaza, No. 16 Taoyuan Road East, Dinghu District, Zhaoqing, Guangdong
18 Chongqing Chongqing<br> Jinyuecheng Store 2021-12-24 5,027 20 Jinyuecheng,<br> No. 2 Wutong Street, Heyangcheng Street, Hechuan District, Chongqing
19 Shanghai Pudong<br> Zhuqiao Tianhe Plaza 2021-12-24 4,994.03 19 Area<br> 40/21, Block 10, Zhuqiao Town, Pudong New Area, Shanghai
20 Guangdong Guangdong<br> Sihui Wuyue Square 2021-12-24 6,067.47 15 Xincheng<br> Wuyue Square, Dongcheng Street, Sihui, Zhaoqing, Guangdong
21 Guangdong Heyuan<br> Fun World 2021-12-25 6,591.47 15 Intersection<br> of Fenghuang Road and Wutong 2nd Road, Yuancheng District, Heyuan, Guangdong
22 Chongqing Central<br> Park Xincheng Wuyue 2021-12-25 8,786.43 15 Intersection<br> of Tongmao Avenue and Gongyuan West Road, Yube District, Chongqing
23 Sichuan Longchang<br> Shenghua Plaza (Longchang Jinsha Times Plaza Store) 2021-12-29 6,382.52 20 Intersection<br> of Longhua Road and Wanlong Road, Longchang, Sichuan
24 Chongqing Konggang<br> Zekeli (Guifu Avenue Store) 2021-12-31 5,116.1 20 Intersection<br> of Guixin Avenue and Fuchang Road in Yubei Konggang Xincheng
– 785 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
No. Region Name of project Opening<br><br> <br>date Leased<br><br> <br>area Lease<br><br> <br>term Address
--- --- --- --- --- --- ---
(m^2^) (years)
25 Anhui Qianshan<br> Zhongnuo Hengtai Mall 2021-12-31 7,962 20 Intersection<br> of Wanqian Avenue and Meihe Road, Qianshan County, Anqing, Anhui
26 Jiangxi Jiangxi<br> Ganzhou Yudu Wanda Plaza square 2021-12-31 7,046.03 15 Wanda<br> Plaza, Yudu, Ganzhou, Jiangxi
27 Guizhou Zunyi<br> Only International 2021-12-31 17,921 19 Only<br> International, Kunming Road, Huichuan District, Zunyi, Guizhou

The Company signed contracts with 7 new stores in the fourth quarter of 2021, the particulars of which were as follows:

No. Region Name of project Date of contract Expected<br><br> <br>delivery<br><br> <br>date Lease<br><br> <br>term Leased<br><br> <br>area Address
(years) (m^2^)
1 Shandong Jinan<br> Huashan Uni Mall 2021-10-31 2023-10-31 15 4,299.93 Jinan,<br> Shandong
2 Chongqing Banan<br> Ronghui Plaza 2021-11-23 2022-11-1 15 5,400 Chongqing
3 Liaoning Glory<br> Mall 2021-11-11 2021-11-18 16.5 5,565.01 Shenyang,<br> Liaoning
4 Guizhou Qianxi<br> King Mall 2021-12-15 2022-7-1 20 4,474.6 Qianxi,<br> Guizhou
5 Sichuan Wenjiang<br> New Fashion World 2021-9-13 2022-9-30 20 9,373.27 Chengdu,<br> Sichuan
6 Xizang North<br> City Mall 2021-9-15 2022-3-31 15 4,281 Xizang
7 Hubei Wuhan<br> Sky Garden 2021-12-31 2023-12-31 15 6,769.84 Wuhan,<br> Hubei

2. Other explanations
Applicable Not<br> applicable
--- --- --- ---

Information on the top 10 stores in terms of revenue

No. Store GFA Ownership of<br><br> <br>property Address Opening date
(m^2^)
1 Shijingshan<br> District Lugu Store 18,322 Leased East<br> of Lugu Street, Shijingshan District, Beijing 2009/6/26
2 Fuzhou<br> Liming Store 14,472 Leased No.<br> 436 Xi’erhuan Middle Road, Jin’an District, Fuzhou 2001/9/8
3 Chengdu<br> Wenjiang Guanghua Avenue Store 21,728 Leased Guanghua<br> Avenue, Wenjiang District, Chengdu, Sichuan 2012/4/26
4 Daxing<br> District Jiugong Store 25,248 Leased No.<br> 39 Xiaohongmen Road, Jiugong Town, Daxing District, Beijing 2010/2/5
5 Guiyang<br> Jinyuan Shopping Mall Store 16,216 Leased No.<br> 6 Jinyang South Road, Jinyang New District, Guiyang, Guizhou 2010/10/23
6 Tongzhou<br> District Tongzhou Wanda Store 12,015 Leased Wanda<br> Plaza, Beiyuan Business District, Yongshun Town, Tongzhou District, Beijing 2014/11/29
– 786 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
No. Store GFA Ownership of<br><br> <br>property Address Opening date
--- --- --- --- --- ---
(m^2^)
7 Hefei<br> Golden Resources Binhu Store 18,900 Leased Intersection<br> of Huizhou Avenue and Ziyun Road, Binhu New District, Hefei, Anhui 2010/4/25
8 Shapingba<br> District CapitaRetail Store 8,145 Leased No.<br> 1 Huayu Plaza, No. 029 Xiaolongkan New Street, Shapingba District, Chongqing 2009/9/18
9 Chaoyang<br> District Longfor Changying Paradise Walk Store 12,552 Leased Opposite<br> to Phase IV of Wanxiang Xintian, Chaoyang North Road (Intersection of Guanzhuang Road), Chaoyang District, Beijing 2014/12/20
10 Neijiang<br> Wanda Store 9,611 Leased Wanda<br> Plaza, North of Han’an Avenue, Dongxing District, Neijiang, Sichuan 2015/6/25

(V) Analysis of investments

Overallanalysis of external equity investments

Applicable Not<br> applicable

During the Reporting Period, the Company focused on its principal businesses and reduced the external investments.

1. Significant equity investments
Applicable Not<br> applicable
--- --- --- ---
2. Significant non-equity investments
--- ---
Applicable Not<br> applicable
--- --- --- ---
3. Financial assets measured at fair value
--- ---
Applicable Not<br> applicable
--- --- --- ---

According to the relevant authorization at the 22nd meeting of the third session of the board of directors, Ningbo Yonghui Superstores Co., Ltd. ( 寧波永輝超市有限公司), a subsidiary of the Company, entered into relevant partnership agreement and entrusted management agreement with Xiangxin Investment Fund Management Co., Ltd. (向新投資基金管理有限公司, “Xiangxin Fund”) and its subsidiaries, pursuant to which, Ningbo Yonghui Superstores Co., Ltd. undertook to subscribe for the products of Ningbo Yicun Yipin Investment Partnership (Limited Partnership) ( 寧波市伊村伊品投資合夥企業(有限合夥)) issued by Xiangxin Fund by installments as required by the fund manager according to the needs of the investment project within the authorized limit.

During the Reporting Period, Ningbo Yicun Yipin Investment Partnership (Limited Partnership) participated in the non-public offering of Sunrise Group Company Limited (昇興集團股份有限公司) in 2021, with an investment amount of approximately RMB150 million.

4. Specific progress of significant asset restructuring and integration during the Reporting Period
Applicable Not<br> applicable
--- --- --- ---
– 787 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
(VI) Significant asset and equity sale
--- ---
Applicable Not<br> applicable
--- --- --- ---

From January to October 2021, the Company sold 75,256,548 shares of Zhanjiang Guolian Aquatic Products Co., Ltd. (湛江國聯水產開發股份有限公司) through the trading platform of the Shenzhen Stock Exchange, which increased the investment income of RMB42.75 million for the year, leading to an accumulated investment income of RMB-174.097 million.

In June 2021, the Company withdrew the equity investment in Powerlong Commercial (寶龍商業) through Caitong Fund (財通基金), with the initial investment cost of RMB72.7175 million and the accumulated investment income of RMB110 million.

In November 2021, the Company sold all the shares held in Sunrise Group Company Limited through the trading platform of the Shenzhen Stock Exchange, with an investment income of RMB14.48 million.

(VII) Analysis of major subsidiaries
Applicable Not<br> applicable
--- --- --- ---
Unit: 0’000 Yuan Currency: RMB
--- --- --- --- --- --- --- ---
Company abbreviation Industry Registered<br><br> <br>capital Total assets Net assets Net profit Revenue Profit
Yonghui<br> Logistics<br><br> <br>(永輝物流) Logistics<br> distribution industry 10,000.00 754,736.93 31,345.42 16,693.14 949,993.48 15,421.83
Chengdu<br> Commercial<br><br> <br>(成都商業) Logistics<br> distribution industry 13,000.00 489,520.66 24,615.84 4,483.12 732,596.27 4,499.52
Minhou<br> Commercial<br><br> <br>(閩侯商業) Logistics<br> distribution industry 5,000.00 1,215,364.16 13,106.35 962.33 431,524.16 22.82
Fujian<br> Yuntong<br><br> <br>(福建雲通) Logistics<br> distribution industry 10,000.00 577,021.31 12,997.26 2,997.26 731,151.71 3,470.58
Beijing<br> Commercial<br><br> <br>(北京商業) Logistics<br> distribution industry 11,241.86 262,142.97 17,549.09 2,206.81 192,367.57 2,615.63

(VIII) Information about the structured entities controlled by the Company
Applicable Not<br> applicable
--- --- --- ---

VI. Discussion and Analysis of the Company’s Future Development
(I) Industry landscape and trends
--- ---
Applicable Not<br> applicable
--- --- --- ---

In 2021, with the normalization of pandemic prevention and control, the growth of online business accelerated, attracting many retail giants to engage in, and the emergence of community group buying intensified the online business competition, which resulted in the loss of offline customer flow and greatly affected the traditional supermarket industry. As a leading player in the industry, Yonghui Superstores has introduced digital operation talents in all aspects under a highly competitive market environment, deeply developed middle-office capabilities to replicate its business, and strengthened the core capability improvement in users, commodities and warehouse distribution operations. Through the digital transformation, it has unswervingly advanced the omni-channel business strategy, promoted the pilot of warehouse stores and the online-offline integration, and gained certain valuable experience.

– 788 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
(II) Development strategy of the Company
--- ---
Applicable Not<br> applicable
--- --- --- ---

In 2022, the Company will make the best effort to build a fresh-based, customer-oriented, omni-channel, digital retail platform, comprehensively improve the quality of operations, promote high-quality growth, and strive to achieve full-year breakeven. Starting from four major aspects, namely sales improvement, retail channel quality improvement, user experience management, organizational efficiency and cost optimization, through transformative thinking and scientific project management methods, the Company will help the management develop experience into the Company’s system process, system logic and system capability, to gradually develop a systematic management and control mechanism and ensure that the work has purposes and measures, and is progressing and productive.

(III) Business plan
Applicable Not<br> applicable
--- --- --- ---
1. The<br> Company will strengthen fresh food business, form a positive cycle for store development,<br> focus on the sales improvement of middle and low ranking stores, strengthen logistics support<br> for operations in an efficient and flexible manner, and implement various measures such as<br> digital logistics improvement, dismounting and distribution, online and offline inventory<br> sharing, and diversified distribution models. It will focus on medium categories and key<br> single products, select high-quality/potential partners for cooperation/investment, integrate<br> supply chain resources, and continuously improve the cost advantage in the supply chain and<br> the differentiated goods operation.
--- ---
2. The<br> Company will open new high-quality stores, close stores in a reasonable and prudent manner,<br> and optimize Bravo stores to achieve high-quality growth in online business.
--- ---
3. The<br> Company will facilitate the closed loop of organization and business processes by focusing<br> on customer experience, based on an omni-channel, whole-chain, and high-availability digital<br> platform, to boost high-quality business growth.
--- ---
(IV) Potential risks
--- ---
Applicable Not<br> applicable
--- --- --- ---

The recurrence of the pandemic has brought uncertainties to the normal operation of stores, the stability of employees, the smooth flow of logistics, the higher cost of procurement, and the consuming willingness of customers.

(V) Others
Applicable Not<br> applicable
--- --- --- ---
VII. The Company’s Failure to Disclose as Required by the Standards Due to Non-Application of the Provisions of the Standards or for Special Reasons Such as State Secrets and Trade Secrets and the Description of Reason Therefor
--- ---
Applicable Not<br> applicable
--- --- --- ---
– 789 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
2. For the year ended December 31, 2022
--- ---

SECTION3 MANAGEMENT DISCUSSION AND ANALYSIS


I. Discussion and Analysis of Operations
1. Stores in various provinces and municipalities:
--- ---

During the Reporting Period, the Company opened 36 new Bravo stores, closed 60 stores, and newly contracted 10 stores. By the end of 2022, the Company operated a total of 1,033 supermarkets in 29 provinces and municipalities in China.

In 2022, the business environment of the retail industry became even more challenging. The Company was one of a few retailers in China that were able to maintain their store expansion momentum. By carefully selecting prime store properties and closing underperforming stores, the Company initiated a new era of store iteration.

During the Reporting Period, the Company focused on improving sales per square meter, sales per employee, and sales per SKU through the promotion and application of tools such as intelligent ordering and intelligent scheduling, as well as the full launch of the YHDOS system, and maintained a relatively high rate of new product introduction and product phasing out. In some benchmark stores, sales per employee increased by 30% to 50%.

2. Strategic transformation of omni-channel business

During the Reporting Period, the Company’s online business recorded operating income of RMB15.936 billion in 2022, accounting for 17.69% of the total operating income, with a year-on-year increase of 21.37%, and the average daily order volume reached 518,000 orders.

The self-operated home delivery business under “Yonghui Life (永輝生活)” has covered 984 stores, achieving sales of RMB8.8 billion, representing a year-on-year increase of 24%, and the average daily order volume reached 316,000 orders and the monthly repeat purchase rate reached 51.5%. The home delivery business operated on the third-party platforms has covered 958 stores, achieving sales of RMB7.12 billion, with an average daily order volume of 202,000 orders.

In particular, “Yonghui Life”, the self- operated platform, accumulated 101 million registered members, with a year- on-year growth of 18.73% and average monthly online active users of 12.607 million. While meeting consumer demands, the online business has been working to address weaknesses based on user experience feedback, continuously enhancing product diversity, improving service quality, and optimizing the shopping experience on its APP. At the same time, driven by user needs and benchmarking against industry leaders and market trends, the Company has been proactively identifying issues, seeking gaps, and honing online operational capabilities. As a result, the Company’s business has gradually shifted from marketing-driven growth to development driven by “best-selling products” and “enjoyable service experience”.

3. Digital development

The third decade of Yonghui is a decade of technological transformation. Through investment in digital technology, the Company promoted organizational rejuvenation, formed new organizational performance, and transformed from the traditional Yonghui Supermarket to an “Internet Tech” Yonghui, restarting comprehensive growth.

1) Development<br> of digitalized stores: Leveraging the YHDOS system, the Company has fully realized online<br> business operation. By December 31, 2022, all the stores of the Company have completed digital<br> transformation, forming comprehensive online and digital business governance. The Company<br> aims to include all store back-end operations, home delivery warehouses, product inventory,<br> shelf displays, purchase orders, employee tasks, and organizational performance into YHDOS<br> digital management by March 31, 2023.
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APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
2) Creating<br> a digital supply chain driven by category-based governance: Since August 2021, the Company<br> has gradually achieved online whole lifecycle digital governance of products, enhancing the<br> efficiency of product inflow and outflow, and will further promote digitalization of supplier<br> management and improve performance through grading strategies in the future.
--- ---

The Company aims to achieve digital product selection based on store and user profiles, driving product development through category planning and building truly digital supply chain capabilities by June 30, 2023.

3) Enhancing<br> the competitiveness of fresh produce-based core products: The Company promoted content-driven<br> product strategy, content branding and development of private brands, enhancing brand value<br> and maintaining sustainable growth. The Company aims to digitalize fresh produce operations<br> and implement such digitalization in all stores by March 31, 2023.
4) Promoting<br> organizational rejuvenation and employee renewal: The Company promoted organizational rejuvenation,<br> deeply connecting the Company’s middle office and back office, provincial areas, stores,<br> and small shops, activating the organization to make user-facing units more effective and<br> create value for users. Through deliberate practicing, the Company taught employees the secrets<br> of doing business and activated employee initiative to help employees become better versions<br> of themselves, devote greater efforts and improve efficiency, thus achieving profit growth.
--- ---
5) Advancing<br> user and customer digitalization: Through digital operations, the Company enhanced user and<br> customer experience, improved user satisfaction, and achieved revenue growth.
--- ---
6) Innovating<br> business digital transformation: Through investment in data technology, Yonghui has innovated<br> new digital business models such as the “Yonghui Life Home Delivery” business,<br> achieving digital operations covering online and offline channels, making users more satisfied,<br> entrepreneurship easier, and local life better.
--- ---
4. Supply chain development
--- ---

The Company optimized the procurement model based on long and short-radius mechanisms, and promoted the development of standard products and pre-made food to ensure product strength and drive business growth. By leveraging technology tools, fine-tuning supply chain processes and mechanisms, and strengthening the talent pipeline development for the fresh produce segment, the Company has continuously improved its long-term supply chain capabilities.

During the Reporting Period, the private brand sales of the Company reached RMB3.27 billion, representing a year-on-year increase of 23.40%. The Company deepened the development of the supply chain upstream, and the fresh produce segment continued to implement order-based planting for products such as “Tianqu Rice” (田趣大米) and “Yonghui Farm Kabocha Squash” (永輝農場板栗南瓜), while accelerating the development of pre-made food and differentiated quality products like Dandong strawberries. The Company and suppliers have strengthened joint R&D efforts on food and supplies, launching popular products such as Super Foodie Lime (饞大獅⼩⻘檸), Super Foodie Cheese Cake (饞大獅芝士蛋糕), Super Foodie Yogurt Hawthorn Dices (饞大獅酸奶山楂丁), U-song Antibacterial and Mite-Removing Scented Laundry Detergent Beads (優頌抑菌除蟎香氛洗衣凝珠) and air fryers.

Taking a differentiated approach, the Company has optimized its supply chain. In 2022, the Company removed 54 suppliers from its list and introduced more competitive and innovative suppliers. The Company focused on the development of 122 key products accounting for 50% of the sales. Through promotion and marketing via various channels, the Company has attracted young consumers and penetrated the Gen Z consumer market. Leveraging platforms such as Douyin, Xiaohongshu and Weibo, the Company achieved a total exposure of over 100 million, thus accelerating brand rejuvenation, expanding consumer base and diversifying consumer age groups.

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APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
5. Human resources and organization development
--- ---

During the Reporting Period, in accordance with its strategies, the Company has continuously optimized and adjusted the organizational structure, refined duty allocation, streamlined staffing, reduced costs and improved efficiency. These systematic efforts have contributed significantly to achieving the Company’s organizational objectives. The Company conducted a comprehensive review of the responsibilities of platform departments and updated job descriptions. By integrating and enhancing platform efficiency, the Company consolidated procurement, operation, and marketing functions into the CMO system, fostering collaboration and shared accountability for results of operations. The Company implemented scientific processes and robust mechanisms to align business processes and break business barriers. Through technological empowerment, the Company optimized and improved business tools, enabling cross-department collaboration and ensuring the use of scientific tools. The human resources department reorganized its structure into a three-pillar model. The adjustment, streamlining and decentralization of functions in relevant departments, along with the integration and adjustment among provincial segments, further facilitated business operations.

6. Smart logistics

In 2022, the total value of the Company’s logistics operations amounted to RMB55.73 billion. The distribution scope of the logistics centers covers 29 provinces and municipalities in China, with a total logistics operation area of 850,000 square meters and over 5,100 employees (including approximately 2,521 in-house employees). The logistics centers are classified according to the temperature zone, including a total of 21 normal temperature distribution centers, 11 constant temperature distribution centers (mainly for fruits and vegetables, frozen and refrigerated goods and dry food), and 1 production warehouse; serving customer stores, home delivery warehouses, online stores, processing of standard products, etc. With the construction concept of integrating processing logistics, trunk logistics and urban distribution logistics, the Company provided end- to-end supply chain services such as source direct sourcing, direct delivery from the factory and customized packaging, to improve the overall efficiency of the supply chain, empower science and technology, and speed up the construction of digital and automated logistics.

7. Social responsibilities
1) Food safety
--- ---

The Company actively fulfilled its corporate social responsibilities by strictly adhering to the “four most stringent” requirements for food safety and continuously iterating end-to-end food safety quality control system through its in- house developed “Food Safety Cloud Network” system, to provide consumers with safe, healthy and cost-effective food. The Company perfected its food safety system and management standards and revised 22 food safety regulations to further improve the food safety management mechanism.

The Company strengthened food safety responsibilities and duties at all levels and positions, and organized key officers and major management personnel to sign the Food Safety Responsibility Statement online. The Company launched specialized food safety training courses, with over 1.6 million online participants and over 388,000 offline participants, enhancing professional knowledge and capabilities in preventing food safety risks. By implementing a multi-level risk assessment mechanism combining “self-inspection and self-checking” with “unannounced inspection”, the Company conducted 4,259 store inspections throughout the year, proactively eliminating food safety hazards. The Company also promoted initiatives such as the “Holiday Food Safety Special Campaign”, “3.15 Food Safety Special Campaign”, “Summer and Autumn Food Safety Special Campaign”, and “Ready-to-Eat Fresh Fruits and Vegetables Special Campaign” to continuously update food safety operating procedures and improve product quality and safety.

As part of its corporate social responsibilities, the Company created food safety demonstration brands. Stores in Fuzhou, Chengdu, Chongqing, Changsha, and Xi’an cooperated with regulatory authorities to actively participate in the creation of “Food Safety Demonstration Cities”. Additionally, 57 stores in 10 provinces and municipalities, including Chongqing, Shaanxi, and Hebei, were recognized as “Safe Meat and Vegetable Demonstration Supermarket”. The Company partnered with regulatory authorities to build traceability platforms and its “Food Safety Could Network” achieved data sharing with 12 government traceability platforms, including the “Fujian Province One Product, One Code Traceability Platform”.

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APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
2) Supply guarantee
--- ---

In 2022, as a leading domestic retail enterprise, the Company activated its emergency supply and price stabilization plan in response to exceptional circumstances, contributing to ensuring stable supply and prices.

Over the past three years, the Company’s supply chain has fully leveraged the advantages of long-radius and short-radius collaborative procurement to ensure the supply of daily necessities for the public. At the same time, the Company has also intensified routine disinfection efforts to ensure the safety and health of its employees and customers. In April 2022, nearly a thousand core employees of the Company were dispatched from across the country to support Shanghai. In its warehouse in Yuepu, Baoshan, the Company established a central factory for providing essential supplies, producing meal packages and arranging vehicles to assist the government to ensure the supply of daily necessities to the public.

8. Yunjin business

As of the end of the Reporting Period, the total assets of the Company’s Yunjin business amounted to RMB1.836 billion, and the number of registered customers reached 5.50 million. The revenue amounted to RMB149 million, representing a year-on-year decrease of 63.5%, and the net profit reached RMB18 million. Considering the impact of the economic environment and long-term growth, the Company took the initiative to reduce the scale of its financial segment to ensure its orderly development.

II. The Situation of the Industry in which the Company Operated during the Reporting Period

According to the National Bureau of Statistics of China, in 2022, the total retail sales of consumer goods was 43,973.3 billion, representing a decrease of 0.2% over the previous year. Among them, the retail sales of consumer goods excluding automobiles amounted to RMB39,396.1 billion, representing a decrease of 0.4%. The retail sales of supermarkets, convenience stores, specialty stores and exclusive shops above the limit increased by 3.0%, 3.7%, 3.5% and 0.2% respectively over the previous year, while that of department stores decreased by 9.3%.

In 2022, the national online retail sales amounted to RMB13,785.3 billion, representing an increase of 4.0% over the previous year. Among them, the online retail sales of physical goods amounted to RMB11,964.2 billion, representing an increase of 6.2%, accounting for 27.2% of the total retail sales of consumer goods. Among the online retail sales of physical goods, the sales of food, clothing and household goods increased by 16.1%, 3.5% and 5.7%, respectively.

III. Business Engaged in by the Company during the Reporting Period

Yonghui Superstores is one of the top 500 enterprises in China and a leading enterprise of “circulation” and “agricultural industrialization” at the national level. Yonghui Superstores is one of the first circulation enterprises to introduce fresh agricultural products into modern supermarkets in mainland China, and has been praised by seven ministries and commissions as a model for the promotion of “Wet Market Transforming into Food Supermarket” in China. Through connecting agricultural produce with supermarkets, it has been recognized by the people for its fresh and affordable commodities, and is known as “A Supermarket for People’s Livelihood”. Since its inception, Yonghui Superstores has been developing with high quality. At present, Yonghui Superstores has developed more than 1,000 supermarket chains nationwide, covering 585 cities in 29 provinces, with an operating area of more than 8 million square meters, ranking second among the top 100 supermarkets in China in 2021.

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APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
IV. Analysis of Core Competitiveness during the Reporting Period
--- ---
Applicable Not<br> applicable
--- --- --- ---

The Company has taken the initiative to implement digital strategic transformation, insisting on building a digital supply chain driven by middle-classification governance, serving the whole chain commodity system based on fresh food, building a food supply chain platform with the YHDOS smart mid-end platform, and adhering to the concept of “Becoming Perfect through Integration and Sharing” (融合共享, 成於至善) to build a service-oriented enterprise for the people’s livelihood.

V. Main Operations during the Reporting Period

As of the end of the Reporting Period, the Company achieved an operating income of RMB90.091 billion, representing a year-on-year decrease of 1.07%, and the consolidated net profit attributable to shareholders of the listed company was RMB-2.763 billion.

(I) Analysis of principal businesses
1. Analysis of changes in relevant items in the income statement and cash flow statement
--- ---
Unit:<br> Yuan Currency: RMB
--- --- --- --- --- --- ---
Item Amount<br> for the<br> current period Amount<br> for the<br> same period of<br> last year Change
(%)
Operating<br> income 90,090,819,396.14 91,061,894,312.13 -1.07
Operating<br> cost 72,360,590,128.08 74,027,212,258.30 -2.25
Selling<br> expenses 15,849,737,690.89 16,629,508,068.60 -4.69
Administrative<br> expenses 2,046,416,100.93 2,155,455,991.88 -5.06
Finance<br> cost 1,538,197,292.52 1,551,693,676.48 -0.87
Research<br> and development expenses 481,898,435.04 428,107,468.21 12.56
Net<br> cash flows from operating activities 5,864,080,337.22 5,826,920,929.25 0.64
Net<br> cash flows from investment activities -87,409,382.17 -915,087,930.10 N/A
Net<br> cash flows from financing activities -6,982,014,871.77 -6,855,907,963.31 N/A

Reasons for the change in net cash flows from investment activities: the decrease in cash paid for the purchase and construction of fixed assets, intangible assets and other long-term assets during the period.

Particulars of material changes in the Company’s business type, profit composition or profit sources during the period

Applicable Not<br> applicable
2. Income and cost analysis
--- ---
Applicable Not<br> applicable
--- --- --- ---

Due to changes in the domestic and international socio-economic environment, shifts in residents’ consumption habits and constrained spending power, the Company’s revenue declined by 1.07% year-on-year in 2022. Although the gross profit margin increased by 0.97% compared to the previous year, it has not yet returned to its normal level.

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APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
(1). Principal businesses by sector, product, region and sales model
--- ---
Unit:<br> 0’000 Yuan Currency: RMB
--- --- --- --- --- --- --- --- --- --- ---
Principal<br> businesses by sector
By<br> sector Operating<br><br> income Operating<br><br> cost Gross<br><br> profit<br> margin Change<br> in<br> operating<br> income over<br> last year Change<br> in<br> operating<br> cost over<br> last year Change<br> in<br> gross profit<br> margin over<br> last year
(%) (%) (%) (%)
Retail<br> industry 8,412,812.71 7,206,572.07 14.34 -0.98 -2.07 Increased<br> by 0.96 percentage points
Service<br> industry 596,269.23 29,486.94 95.05 -2.32 -32.67 Increased<br> by 2.22 percentage points
Principal<br> businesses by product
--- --- --- --- --- --- --- --- --- --- ---
By<br> product Operating<br><br> income Operating<br><br> cost Gross<br><br> profit<br> margin Change<br> in<br> operating<br> income over<br> last year Change<br> in<br> operating<br> cost over<br> last year Change<br> in<br> gross profit<br> margin over<br> last year
(%) (%) (%) (%)
Fresh<br> and processed products 3,990,046.38 3,493,132.54 12.45 -2.27 -3.47 Increased<br> by 1.09 percentage points
Food<br> supplies (including clothing) 4,422,766.33 3,713,439.53 16.04 0.22 -0.72 Increased<br> by 0.79 percentage points
Principal<br> businesses by geographical region
--- --- --- --- --- --- --- --- --- --- ---
By<br> region Operating<br><br> income Operating<br><br> cost Gross<br><br> profit<br> margin Change<br> in<br> operating<br> income over<br> last year Change<br> in<br> operating<br> cost over<br> last year Change<br> in<br> gross profit<br> margin over<br> last year
(%) (%) (%) (%)
Southeast<br> China 1,404,936.12 1,239,374.63 11.78 -4.16 -5.45 Increased<br> by 1.20 percentage points
North<br> China 922,258.58 776,127.79 15.84 2.46 -0.05 Increased<br> by 2.11 percentage points
East<br> China 1,936,998.17 1,633,187.44 15.68 0.57 -1.31 Increased<br> by 1.60 percentage points
West<br> China 1,760,697.99 1,521,104.80 13.61 -0.77 -0.71 Decreased<br> by 0.05 percentage points
– 795 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
Principal<br> businesses by geographical region
--- --- --- --- --- --- --- --- --- --- ---
By<br> region Operating<br><br> income Operating<br><br> cost Gross<br><br> profit<br> margin Change<br> in<br> operating<br> income over<br> last year Change<br> in<br> operating<br> cost over<br> last year Change<br> in<br> gross profit<br> margin over<br> last year
(%) (%) (%) (%)
Southwest<br> China 1,308,842.03 1,110,614.29 15.15 0.97 0.83 Increased<br> by 0.12 percentage points
South<br> China 396,902.97 334,556.63 15.71 -6.61 -7.91 Increased<br> by 1.19 percentage points
Central<br> China 682,176.85 591,606.49 13.28 -3.66 -4.58 Increased<br> by 0.84 percentage points
Principal<br> businesses by sales model
--- --- --- --- --- --- --- --- --- --- ---
Sales<br> model Operating<br><br> income Operating<br><br> cost Gross<br><br> profit<br> margin Change<br> in<br> operating<br> income over<br> last year Change<br> in<br> operating<br> cost over<br> last year Change<br> in<br> gross profit<br> margin over<br> last year
(%) (%) (%) (%)
Retail 8,412,812.71 7,206,572.07 14.34 -0.98 -2.07 Increased<br> by 0.96 percentage points
Others 596,269.23 29,486.94 95.05 -2.32 -32.67 Increased<br> by 2.22 percentage points

Description of the main business by industry, product, geographical region and sales model

The geographical regional distribution is as follows:

Southeast China: Fujian, Jiangxi

North China: Beijing, Tianjin, Hebei (upper half), Liaoning, Jilin, Heilongjiang, Inner Mongolia

East China: Jiangsu, Zhejiang, Shanghai, Anhui

West China: Chongqing, Guizhou, Yunnan, Hubei, Hunan

Southwest China: Sichuan, Xizang, Shaanxi, Gansu, Qinghai, Ningxia

South China: Guangdong, Guangxi

Central China: Shanxi, Hebei (lower half), Shandong, Henan

(2). Analysis statement of production and sales
Applicable Not<br> applicable
--- --- --- ---
(3). Performance of material procurement contracts and material sales contracts
--- ---
Applicable Not<br> applicable
--- --- --- ---
– 796 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
(4). Cost analysis statement
--- ---
Unit: 0’000 Yuan
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
By<br> sector
By<br> sector Cost<br><br> components Amount<br> for<br> the current<br> period Percentage<br><br> of the total<br> cost for the<br> current<br> period Amount<br><br> for the<br> corresponding<br> period of<br> last year Percentage<br><br> of total cost<br> for the<br> corresponding<br> period of<br> last year Change<br> in<br> amount for the<br> current period<br> as compared<br> with the<br> corresponding<br> period of<br> last year Explanations
(%) (%) (%)
Retail<br> industry 7,206,572.07 99.59 7,358,928.29 99.41 -2.07 %
Service<br> industry 29,486.94 0.41 43,792.93 0.59 -32.67 %
By<br> product
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
By<br> product Cost<br><br> components Amount<br> for<br> the current<br> period Percentage<br><br> of the total<br> cost for<br> the current<br> period Amount<br><br> for the<br> corresponding<br> period of<br> last year Percentage<br><br> of total cost<br> for the<br> corresponding<br> period of<br> last year Change<br> in<br> amount for the<br> current period<br> as compared<br> with the<br> corresponding<br> period of<br> last year Explanations
(%) (%) (%)
Fresh<br> and processed products 3,493,132.55 48.27 3,618,652.17 48.88 -3.47 %
Food<br> supplies and clothing 3,713,439.52 51.32 3,740,276.12 50.53 -0.72 %
(5). Changes in the scope of consolidation as a result of changes in equity interests in major subsidiaries during the Reporting Period
--- ---
Applicable Not<br> applicable
--- --- --- ---
(6). Significant change in or adjustment of the businesses, products or services of the Company during the Reporting Period
--- ---
Applicable Not<br> applicable
--- --- --- ---
(7). Major customers and suppliers
--- ---
A. Major customers of the Company
--- ---
Applicable Not<br> applicable
--- --- --- ---

The sales of the top five customers amounted to RMB634.1299 million, accounting for 0.70% of the total annual sales; among the sales of the top five customers, the sales of related parties amounted to RMB205.2762 million, accounting for 0.23% of the total annual sales.

The proportion of sales to an individual customer exceeded 50% of the total amount, new customers among the top five customers or heavy dependence on a few customers during the Reporting Period

Applicable Not<br> applicable
– 797 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
B. Major suppliers of the Company
--- ---
Applicable Not<br> applicable
--- --- --- ---

The purchase from the top five suppliers amounted to RMB7,279.7657 million, accounting for 10.15% of the total annual purchase; among the purchase amount of the top five suppliers, the purchase amount from related parties amounted to RMB3,132.9691 million, accounting for 4.37% of the total annual purchase.

The proportion of purchases from an individual supplier exceeded 50% of the total amount, new suppliers among the top five suppliers or heavy dependence on a few suppliers during the Reporting Period

Applicable Not<br> applicable
3. Expenses
--- ---
Applicable Not<br> applicable
--- --- --- ---

Please refer to VII. Notes to the Consolidated Financial Statements under Section X Financial Report of this report.

4. Research and Development (R&D) Investment
(1). Statement of R&D investment
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit:<br> Yuan
--- --- ---
Expensed<br> R&D investment for the current period 481,898,435.04
Capitalized<br> R&D investment in the current period 17,353,556.52
Total<br> R&D investment 499,251,991.56
Total<br> R&D investment as a percentage of operating income (%) 0.55
Capitalized<br> R&D investment as a percentage of total R&D investment (%) 3.48
(2). Statement of R&D employees
--- ---
Applicable Not<br> applicable
--- --- --- ---
Number<br> of R&D employees in the Company 863
--- --- ---
R&D<br> employees as a percentage of total employees of the Company (%) 0.794
Educational<br> background structure of R&D employees
Education<br> level Number
Doctoral<br> degree 3
Master’s<br> degree 109
Bachelor’s<br> degree 630
Associate<br> degree 114
High<br> school and below 7
Age<br> structure of R&D employees
Age<br> group Number
Under<br> 30 years old (30 years old exclusive) 300
30-40<br> years old (30 years old inclusive, 40 years old exclusive) 522
40-50<br> years old (40 years old inclusive, 50 years old exclusive) 40
50-60<br> years old (50 years old inclusive, 60 years old exclusive) 1
60<br> years old and above 0
– 798 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
(3). Explanation
--- ---
Applicable Not<br> applicable
--- --- --- ---
(4). Reasons of major changes in the composition of R&D employees and its impact on the Company’s future development
--- ---
Applicable Not<br> applicable
--- --- --- ---
5. Cash flow
--- ---
Applicable Not<br> applicable
--- --- --- ---
Currency:<br> RMB Unit: Yuan
--- --- --- --- --- --- --- ---
Item Amount<br> for the<br> current period Amount<br> for the<br> corresponding <br> period of<br> last year Change Explanations
(%)
Tax<br> refunds received 264,494,708.10 N/A Value-added<br> tax credits received during the year
Other<br> cash received from operating activities 1,386,207,956.81 3,020,586,574.65 -54.11 The<br> change is due to the Company taking the initiative to reduce the its loan scale
Cash<br> received from the disposal of investments 1,218,210,833.38 681,186,560.54 78.84 Mainly<br> due to the increase in cash received from the disposal of equity interests in Arawana and Zhongbai during the year
Cash<br> received from investment income 29,998,400.00 57,672,406.30 -47.98 Decrease<br> in cash dividends received from associates during the year
Net<br> cash received from the disposal of fixed assets, intangible assets and other long-term assets 9,776,709.58 6,648,320.55 47.06 Increase<br> in the disposal of idle assets during the year
Net<br> cash received from the disposal of subsidiaries and other operating units 221,073.29 N/A Disposal<br> of Xiamen Yunchuang, a subsidiary, during the year
Cash<br> paid for the acquisition of fixed assets, intangible assets and other long-term assets 1,203,678,434.13 2,010,217,133.88 -40.12 Decrease<br> in cash paid for long-term assets during the year
Cash<br> paid for investments 159,799,999.46 -100.00 Mainly<br> due to investments in Yuanxin and Shengxing last year, while no foreign investment during the year
Cash<br> received from the absorption of investments 50,450,000.00 -100.00 Mainly<br> due to investments received from minority shareholders of Yunchuang last year, while no such matter during the year
Other<br> cash received related to fund-raising activities 54,280,019.15 39,947,401.43 35.88 Increase<br> in finance lease rentals received
Effect<br> of exchange rate changes on cash and cash equivalents 4,690,719.29 -242,700.09 N/A Changes<br> in exchange rates during the year
– 799 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
(II) Significant changes to the profit resulting from non-principal business
--- ---
Applicable Not<br> applicable
--- --- --- ---

Matters that the Company’s non-principal business has a greater impact on the profits:

The value of financial assets held by the Company at the end of the Reporting Period decreased by RMB509 million as compared with the beginning of the year, and investment losses arising from the disposal of financial assets during the Reporting Period amounted to RMB115 million;

The provision for impairment losses of RMB197 million was made for long-term equity investments;

(III) Analysis of assets and liabilities
Applicable Not<br> applicable
--- --- --- ---
1. Assets and Liabilities
--- ---
Unit:<br> Yuan
--- --- --- --- --- --- ---
Item Amount<br> at the<br> end of the<br> current period Amount<br> at<br> the end of<br> the current<br> period as a<br> percentage<br> of total asset Amount<br> at the<br> end of the<br> previous period Amount<br> at<br> the end of<br> the previous<br> period as a<br> percentage<br> of total<br> assets Amount<br> at the<br> end of the<br> current period<br> as a percentage<br> of amount at<br> the end of the<br> previous period Explanations
(%) (%) (%)
Loans<br> and advances (short-term) 818,071,041.50 1.32 568,806,255.36 0.80 43.82 Increase<br> in short-term loans issued during the year
Financial<br> assets held for trading 890,826,719.10 1.43 1,560,917,920.71 2.19 -42.93 Decrease<br> in fair value of financial assets held for trading during the year and sales of certain financial assets held for trading
Factoring<br> receivable 639,126,680.56 1.03 1,411,455,365.03 1.98 -54.72 Recovery<br> of factoring receivables during the year
Loans<br> and advances 76,991,144.35 0.12 245,810,924.79 0.34 -68.68 Decrease<br> in long-term loans issued during the year
Long-term<br> receivables 264,650,510.99 0.43 73,044,056.84 0.10 262.32 Due<br> to new finance lease receivables during the year
Short-term<br> borrowings 6,528,480,368.69 10.51 10,947,557,472.21 15.35 -40.37 Repayment<br> of short-term borrowings during the year
Bills<br> payable 33,000,000.00 0.05 N/A Notes<br> payable at the beginning of the year due for acceptance
Other<br> payables 1,899,603,590.71 3.06 2,761,266,270.83 3.87 -31.21 Decrease<br> in payables for equipment work and investments during the year
– 800 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
Item Amount<br> at the<br> end of the<br> current period Amount<br> at<br> the end of<br> the current<br> period as a<br> percentage<br> of total asset Amount<br> at the<br> end of the<br> previous period Amount<br> at<br> the end of<br> the previous<br> period as a<br> percentage<br> of total<br> assets Amount<br> at the<br> end of the<br> current period<br> as a percentage<br> of amount at<br> the end of the<br> previous period Explanations
--- --- --- --- --- --- ---
(%) (%) (%)
Dividends<br> payable 12,000,000.00 0.02 N/A Dividends<br> payable to minority shareholders at the end of the last year, no such matter at the end of the current year
Long-term<br> borrowings 2,070,085,001.67 3.33 1,021,069,722.22 1.43 102.74 The<br> Company converted part of its short-term borrowings to long- term borrowings during the year
Estimated<br> liabilities 7,383,565.56 0.01 3,628,259.35 0.01 103.5 Increase<br> in estimated liabilities arising from litigation or arbitration pending during the year
Treasury<br> shares 263,483,654.25 0.42 Shares<br> repurchased during the year
Other<br> comprehensive income 440,260.72 0.00 1,494,334.19 0.00 -70.54 Effect<br> of changes in other comprehensive income of One Bank during the year
Retained<br> earnings -6,751,820,069.61 -10.86 -3,797,684,715.49 -5.33 N/A Operating<br> loss for the year
Minority<br> interests 191,328,573.37 0.31 418,606,199.35 0.59 -54.29 Operating<br> loss for the year
2. Overseas assets
--- ---
Applicable Not<br> applicable
--- --- --- ---
(1) Asset size
--- ---

Including: overseas assets of RMB287 million, accounting for 0.46% of total assets.

(2) Description of the relatively high proportion of overseas assets
Applicable Not<br> applicable
--- --- --- ---
3. Restriction on material assets as of the end of the Reporting Period
--- ---
Applicable Not<br> applicable
--- --- --- ---

Please refer to VII. 83 in Section X Financial Report of this report

4. Other explanations
Applicable Not<br> applicable
--- --- --- ---
– 801 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
(IV) Analysis of the industry operational information
--- ---
Applicable Not<br> applicable
--- --- --- ---

As follows:

Analysisof operational information of retail industry

Distributionof stores opened at the end of the Reporting Period

Applicable Not<br> applicable
Region Operation<br> mode Self-owned<br> stores Leased<br> stores
--- --- --- --- --- --- --- --- --- ---
Number<br><br> of stores GFA Number<br><br> of stores GFA
(0’000 m^2^) (0’000 m^2^)
Anhui Supermarket 69 63.38
Beijing Supermarket 47 41.93
Fujian Supermarket 4 4.15 135 104.49
Gansu Supermarket 3 1.89
Guangdong Supermarket 62 32.32
Guangxi Supermarket 8 4.74
Guizhou Supermarket 41 35.45
Hebei Supermarket 1 2.65 43 34.84
Henan Supermarket 46 38.97
Heilongjiang Supermarket 8 7.87
Hubei Supermarket 16 11.74
Hunan Supermarket 7 4.28
Jilin Supermarket 6 5.83
Jiangsu Supermarket 64 54.71
Jiangxi Supermarket 13 8.72
Liaoning Supermarket 8 6.47
Inner<br> Mongolia Supermarket 3 2.49
Ningxia Supermarket 2 1.13
Qinghai Supermarket 1 0.60
Shandong Supermarket 4 2.12
Shanxi Supermarket 16 12.94
Shaanxi Supermarket 35 25.09
Shanghai Supermarket 40 26.31
Sichuan Supermarket 1 0.42 113 94.78
Tianjin Supermarket 8 7.74
Xizang Supermarket 3 2.06
Yunnan Supermarket 5 3.35
Zhejiang Supermarket 72 54.52
Chongqing Supermarket 4 3.83 145 103.84
Total 10 11.04 1,023 794.59

Tableof newly opened stores and reserved stores during the Reporting Period

(Unit of area: m^2^)
Item Subtotal<br> of<br> opened stores Net<br> increase in<br> stores opened in<br> the current<br> period Stores<br><br> contracted but<br> not opened<br> stores
Number<br> of stores in Anhui 69 0 9
Area<br> of stores in Anhui 633,755.60 0 66,494.31
Number<br> of stores in Beijing 47 2 3
Area<br> of stores in Beijing 419,302.88 6,572.96 14,648.4
Number<br> of stores in Fujian 139 5 8
Area<br> of stores in Fujian 1,086,360.27 32,226.72 79,816.3
Number<br> of stores in Gansu 3 0 1
– 802 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
Item Subtotal<br> of<br> opened stores Net<br> increase in<br> stores opened in<br> the current<br> period Stores<br><br> contracted but<br> not opened<br> stores
--- --- --- --- --- --- ---
Area<br> of stores in Gansu 18,871.90 0 8,086
Number<br> of stores in Guangdong 62 2 2
Area<br> of stores in Guangdong 323,229.04 9,104.4 9,363.37
Number<br> of stores in Guangxi 8 2 0
Area<br> of stores in Guangxi 47,366.34 11,505.43 0
Number<br> of stores in Guizhou 41 1 11
Area<br> of stores in Guizhou 354,508.87 7,052.80 90,342.67
Number<br> of stores in Hebei 44 1 7
Area<br> of stores in Hebei 374,832.76 8,414.19 68,358.94
Number<br> of stores in Henan 46 4 7
Area<br> of stores in Henan 389,690.99 27,424.75 59,480.73
Number<br> of stores in Heilongjiang 8 0 0
Area<br> of stores in Heilongjiang 78,721.61 0 0
Number<br> of stores in Hubei 16 0 5
Area<br> of stores in Hubei 117,361.51 0 23,984.24
Number<br> of stores in Hunan 7 0 0
Area<br> of stores in Hunan 42,771.07 0 0
Number<br> of stores in Jilin 6 0 0
Area<br> of stores in Jilin 58,323.42 0 0
Number<br> of stores in Jiangsu 64 0 2
Area<br> of stores in Jiangsu 547,084.11 0 12,352.70
Number<br> of stores in Jiangxi 13 1 1
Area<br> of stores in Jiangxi 87,209.61 4,818.86 7,500.00
Number<br> of stores in Liaoning 8 2 0
Area<br> of stores in Liaoning 64,740.76 10,499.91 0
Number<br> of stores in Inner Mongolia 3 0 0
Area<br> of stores in Inner Mongolia 24,913.57 0 0
Number<br> of stores in Ningxia 2 0 0
Area<br> of stores in Ningxia 11,345.95 0 0
Number<br> of stores in Qinghai 1 0 0
Area<br> of stores in Qinghai 6,018.58 0 0
Number<br> of stores in Shandong 4 1 1
Area<br> of stores in Shandong 21,220.64 4,299.93 5,591.55
Number<br> of stores in Shanxi 16 0 3
Area<br> of stores in Shanxi 129,390.06 0 18,552.00
Number<br> of stores in Shaanxi 35 2 5
Area<br> of stores in Shaanxi 250,883.74 11,428.18 43,588.02
Number<br> of stores in Shanghai 40 2 1
Area<br> of stores in Shanghai 263,077.18 8,826.08 11,582.82
Number<br> of stores in Sichuan 114 6 24
Area<br> of stores in Sichuan 952,015.57 46,294.27 184,602.91
Number<br> of stores in Tianjin 8 0 1
Area<br> of stores in Tianjin 77,396.25 0 5,812.60
Number<br> of stores in Xizang 3 1 0
Area<br> of stores in Xizang 20,648.68 4,281 0
Number<br> of stores in Yunnan 5 0 6
Area<br> of stores in Yunnan 33,466.82 0 42,006.50
Number<br> of stores in Zhejiang 72 0 3
Area<br> of stores in Zhejiang 545,205.17 0 22,404.09
Number<br> of stores in Chongqing 149 4 11
Area<br> of stores in Chongqing 1,076,652.66 21,850.04 77,413.65
Total<br> number of stores 1,033 36 111
Total<br> area of stores 8,056,365.61 214,599.52 851,981.8
– 803 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP

Newly opened stores of the Company in the fourth quarter of 2022

The Company opened four new stores in China in the fourth quarter of 2022, the particulars of which were as follows:

No. Region Name<br> of project Opening<br><br> date Lease<br> term Leased<br> area Address
(years) (m^2^)
1 Beijing China<br> Overseas Beijing Yinghai UniFun 2022-10-2 15 3,253.36 B124,<br> B1/F, Building 1, Courtyard 2, Yingxu Alley, Yinghai Town, Beijing Economic- Technological Development Area (Daxing), Beijing
2 Chongqing Liangping<br> Times Square 2022-12-22 20 4,310 B1/F,<br> Building 4, No. 8 Yingui Road, Shuanggui Subdistrict, Liangping District, Chongqing
3 Sichuan Yibin<br> Lingang Xintiandi 2022-12-22 20 8,342 No.<br> 199 Longtoushan Road, Lingang Economic and Technological Development Zone, Yibin
4 Shanghai Nanqiao<br> Longfor Paradise Walk 2022-12-23 15 4,244.38 Longfor<br> Fengxian Paradise Walk, No. 3800 Jinhai Highway, Minhang District, Shanghai

The Company signed a contract with one new store in the fourth quarter of 2022, the particulars of which were as follows:

No. Region Date<br> of contract Expected<br><br> delivery<br> date Lease<br> term Leased<br> area Address
(years) (m^2^)
1 Hebei 2022-12-1 2023-10-1 15 9,452.94 Zhangjiakou,<br> Hebei

OtherExplanations

Applicable Not<br> applicable

Information on the top 10 stores in terms of revenue

No. Name<br> of store Area Title<br> of<br> property Address Opening<br><br> date
(m^2^)
1 Shijingshan<br> Lugu Store (石景山區魯穀店) 18,322.00 Leased<br> property East<br> of Lugu Subdistrict, Shijingshan District, Beijing 2009.06.26
2 Yubei<br> Shuanglong Store (渝北區雙龍店) 6,308.00 Leased<br> property No.<br> 218 Shuanglong Avenue, Yubei District, Chongqing 2008.01.03
3 Chengdu<br> Wenjiang Guanghua Avenue Store (成都市 江光華 大道店) 22,078.06 Leased<br> property Intersection<br> of Section 3 of Guanghua Avenue and Yongxing Road, Wenjiang District, Chengdu, Sichuan 2012.04.26
4 Tongzhou<br> Wanda Plaza Store (通州區通州萬達 店) 12,639.82 Leased<br> property Wanda<br> Plaza, Beiyuan Business District, Yongshun Town, Tongzhou District, Beijing 2014.11.29
5 Daxing<br> Jiugong Store (大興區舊宮店) 25,303.73 Leased<br> property No.<br> 39 Xiaohongmen Road, Jiugong Town, Daxing District, Beijing 2010.02.05
– 804 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
No. Name<br> of store Area Title<br> of<br> property Address Opening<br><br> date
--- --- --- --- --- ---
(m^2^)
6 Fuzhou<br> Olympic Sports Center Plaza Store (福 州市奧體中心廣場店) 13,520.00 Leased<br> property Fuzhou<br> Straits Olympic Sports Center Commercial Plaza, Fuwan Doumen, Cangshan District, Fuzhou, Fujian 2015.09.26
7 Chaoyang<br> Longfor Changying Paradise Walk Store (朝陽區龍 湖 楹天街店) 12,816.80 Leased<br> property Opposite<br> to Phase IV of Wanxiang Xintian, Chaoyang North Road (Intersection of Guanzhuang Road), Chaoyang District, Beijing 2014.12.20
8 Guiyang<br> Jinyuan Shopping Center Store (貴陽市金源購物中心 店) 16,216.00 Leased<br> property No.<br> 6 Jinyang South Road, Jinyang New District, Guiyang, Guizhou 2010.10.23
9 Guizhou<br> Longli Mingmen Times Square Store (貴州龍 裡名門時代廣場店) 5,390.00 Leased<br> property Intersection<br> of Zheng Main Street and Shengli Street, Longli County, Qiannan Prefecture, Guizhou 2018.01.29
10 Tongzhou<br> Banbidian Store (通州區半壁店) 11,529.00 Leased<br> property Eastern<br> Section of Yile South Street, Banbidian, Liyuan Town, Tongzhou District, Beijing 2013.05.31
(V) Analysis of investments
--- ---

Generalanalysis of external equity investment

Applicable Not<br> applicable

During the Reporting Period, the Company focused on its principal businesses and reduced the external investments.

1. Major equity investment
Applicable Not<br> applicable
--- --- --- ---
2. Major non-equity investment
--- ---
Applicable Not<br> applicable
--- --- --- ---

Financialassets measured at fair value

Applicable Not<br> applicable
Unit:<br> Yuan Currency: RMB
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Categories of<br><br> assets Opening<br><br> balance Gains<br> or losses<br> from changes in<br> fair value for<br> the period Accumulated<br><br> changes in fair<br> value included<br> in equity Impairment<br><br> provision<br> made for<br> the period Amount<br><br> purchased for<br> the period Amount<br><br> disposed of/<br> redeemed for<br> the period Other<br> changes Closing<br> balance
Stocks 487,156,170.27 -69,593,738.61 218,612,589.36 372,382,644.93 -45,179,786.73
Others 5,173,761,750.44 -525,086,428.83 136,205,943.73 2,450,000,000.00 1,942,083,905.78 -347,764,696.73 4,808,826,719.10
Total 5,660,917,920.71 -594,680,167.44 354,818,533.09 2,450,000,000.00 2,314,466,550.71 -392,944,483.46 4,808,826,719.10
Note: Other<br> changes primarily represent investment gains generated upon the disposal of assets
--- ---
– 805 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP

Investment in securities

Applicable Not<br> applicable
Unit:<br> Yuan Currency: RMB
--- --- --- --- --- --- --- --- --- --- --- --- ---
Type<br> of<br><br> securities Securities<br><br> code Abbreviation<br><br> of securities Initial<br><br> investment<br> cost Source<br> of<br><br> funds Opening<br><br> carrying<br> amount Gains<br> or<br> losses from<br> changes in<br> fair value for<br> the period Accumulated<br><br> changes in<br> fair value<br> included<br> in equity Amount<br><br> purchased<br> for the<br> period Amount<br><br> disposed of<br> for the<br> period Gains<br> or<br> losses from<br> investment<br> for the<br> period Closing<br><br> carrying<br> amount Accounting<br> items
Stock SZ000999 Arawana 198,949,842.30 Self-owned<br> funds 487,156,170.27 -69,593,738.61 218,612,589.36 372,382,644.93 -45,179,786.73 Held-for-trading<br> financial assets
Total / / 198,949,842.30 / 487,156,170.27 -69,593,738.61 218,612,589.36 372,382,644.93 -45,179,786.73 /
– 806 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP

Investment in private equity funds

Applicable Not<br> applicable

Investment in derivatives

Applicable Not<br> applicable
4. The<br> specific progress of material asset restructuring during the reporting period
--- ---
Applicable Not<br> applicable
--- --- --- ---
(VI) Material<br> asset and equity disposal
--- ---
Applicable Not<br> applicable
--- --- --- ---

During the reporting period, the Company disposed of 135,693,739 shares of Zhongbai Holding Group Co., Ltd. via the trading platform of Shenzhen Stock Exchange, and recorded a decrease in investment gains of RMB25,077,100 for the year in the transaction, with a total investment loss of RMB387 million.

(VII) Analysis<br> of major subsidiaries and investee companies
Applicable Not<br> applicable
--- --- --- ---

Unit:0’000 Yuan Currency: RMB

Company abbreviation Industry Registered capital Total assets Net assets Net profit Operating income Operating profit
Fujian Yuntong Logistics distribution industry 10,000.00 220,829.99 29,425.01 18,427.74 1,160,510.29 18,240.47
Yonghui Logistics Logistics distribution industry 10,000.00 68,042.19 27,144.66 10,941.75 860,875.08 9,860.04
Chengdu Commercial Logistics distribution industry 13,000.00 138,020.24 27,109.19 6,493.35 767,105.07 6,942.33
Minhou Commerce Logistics distribution industry 5,000.00 53,234.48 11,504.11 -602.24 381,720.82 -1,815.01
Beijing Commercial Logistics distribution industry 11,241.86 83,350.56 15,491.31 -57.78 131,438.25 -982.60
(VIII) Structured<br> entities controlled by the Company
--- ---
Applicable Not<br> applicable
--- --- --- ---
VI. Discussion<br> and Analysis of the Company’s Future Development
--- ---
(I) Industry landscape and trends
--- ---
Applicable Not<br> applicable
--- --- --- ---

In 2022, the competitive landscape of the retail industry remained tough, with steady growth in online business and a certain impact on foot traffic in offline supermarkets. As a leading chain enterprise, Yonghui Superstores actively sought digital transformation by independently developing YHDOS system, which was fully launched and promoted in December 2022, marking a critical step towards enhanced organizational efficiency and product strength.

– 807 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
(II) Development<br> strategy of the Company
--- ---
Applicable Not<br> applicable
--- --- --- ---

In 2023, the Company will continue to focus on its principal business. It will spare no efforts to solidify a customer-centric, fresh-food-oriented omni-channel digital retail platform, enhance the digitization and transparency of its supply chain and leverage technology to improve the operational quality of each store, with an expectation to turn a profit for the year.

The Company strives to become a “hexagonal warrior”, dedicated to the principles of people’s livelihoods, win-win cooperation with suppliers, ensuring product quality, enhancing service quality, improving organizational efficiency and building an integrated online and offline omni-channel. Undaunted by challenges and embracing changes, the Company aims to comprehensively improve its operational and service quality through years of accumulated experience with forward-thinking mindset and rigorous management practices.

(III) Business<br> plan
Applicable Not<br> applicable
--- --- --- ---

The Company will promote the digitization of the product supply chain and build a transparent supply chain. It will leverage its technology and data capacities to formulate management rules of product categories, define development goals and positioning of product categories, and optimize product categories by retaining the best and phasing out the underperforming ones, to continuously improve supply chain development.

The Company will open high-quality stores and close and phase out underperforming ones, to achieve store iteration and optimization. It will create benchmark stores that are well-regarded by consumers and have market influence in the new era.

The Company will continuously enhance user experience, drive the in-depth and broad development of its self-operated platform, Yonghui Life, explore potential customers, accelerate the transformation of the “Yonghui Life” in respect of warehouses, and strengthen the development of digital product management capabilities.

(IV) Potential<br> risks
Applicable Not<br> applicable
--- --- --- ---

There are uncertainties in economic environment, enterprise procurement, labor costs, customers’ consumption habits, etc.

The Company is firmly committed to the essence of retail, with focus on a retail system to be built around product quality, service, and efficiency, while using digital systems to enhance its omni-channel capabilities.

(V) Others
Applicable Not<br> applicable
--- --- --- ---
VII. The<br> Company’s Failure to Disclose as Required by the Standards Due to Non-Application of<br> the Provisions of the Standards or for Special Reasons Such as State Secrets and Trade Secrets<br> and the Description of Reason Therefor
--- ---
Applicable Not<br> applicable
--- --- --- ---
– 808 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
3. For<br> the year ended December 31, 2023
--- ---

SECTION3 MANAGEMENT DISCUSSION AND ANALYSIS

I. Discussion<br> and Analysis of Operations
1. Stores in various provinces and municipalities:
--- ---

During the Reporting Period, the Company opened 12 new stores, closed 45 stores, and newly contracted 10 stores. As of December 31, 2023, the Company operated a total of 1,000 supermarkets in 29 provinces and municipalities in China.

In 2023, the domestic market gradually recovered, and the retail industry was highly competitive. By closing some underperforming stores, promoting omni-channel digitalization, enhancing operational efficiency of stores, optimizing stores and other measures, the Company continued to transform and upgrade, reduce costs and enhance efficiency to respond to severe market challenges.

2. Strategic<br> transformation of omni-channel business

During the Reporting Period, the Company’s online business recorded revenue of RMB16.1 billion in 2023, accounting for 20.5% of the total revenue, of which the gross profit margin of commodities increased by 0.9% year-on-year, mainly attributed to the improvement of the commodity structure and the optimization of commodity costs.

The self-operated home delivery business under “Yonghui Life (永輝生活)” has covered 920 stores, achieving sales of RMB8.38 billion, with an average daily order volume of 307,000 orders and an average monthly repurchase rate of 50%. During the Reporting Period, the home delivery business operated on the third-party platforms has covered 910 stores, achieving sales of RMB7.7 billion, with an increase of 8.15% year-on-year and an average daily order volume of 208,000 orders. In particular, the number of registered members of the self-operated platform, “Yonghui Life” APP, has surpassed 115 million, with a year-on-year growth of 13.86%.

In terms of channel operation, the Company persisted in strengthening cooperation with third-party platforms to expand its business scale by focusing on enhancing three core indicators of “traffic, conversion and frequency”. In addition to consolidating the original channels, the Company also actively explored new channels, and in the second half of the year, the number of followers of its “Douyin Group Purchase to Store (抖音團購到店)” increased by 200,000, and attracted approximately 2 million users to shopping in store, continuously ranking TOP 1 in terms of group purchases in the supermarket industry; “Douyin One-hour Delivery (抖音⼩時達)” launched daily broadcasts in November, with viewers at a peak of over 10,000, continuously ranking TOP 1 in November and December in terms of sales in the supermarket industry.

3. Digital<br> development

In 2023, Yonghui Technology adhered to the principle of “focusing on customers’ experience”, and comprehensively applied digital and intelligent technology to promote organizational process change and business innovation based on the omni-channel, full-chain, efficient and accessible digital platform. The infrastructure construction such as store digitalization and supply chain digitalization has been basically completed.

Digital supply chain: It promoted the digitalization of supplier management and enhanced the efficiency of collaboration between suppliers and retailers through multiple digital means such as supplier hierarchical management, risk control, and performance improvement. With commodity power as the core, it improved the inbound and outbound efficiency and price competitiveness of commodities by promoting and applying tools of intelligent product selection, intelligent obsolescence and replacement, intelligent clearance, and intelligent pricing, with the efficiency of new product introduction increased by 50% year-on-year. Through the digitization of orders, it handled all the store and warehouse orders, logistics orders and suppliers’ orders online, with the labor efficiency of fresh orders in the provinces where the digitization of orders has been promoted increased by 20% year-on-year.

– 809 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP

Digital stores: It realized the task-based, process-based and automatic operation of stores nationwide, promoted the implementation of the piece-rate pay system in the core scenarios, and comprehensively enhanced the efficiency of business operations, with the store-wide inventory accuracy rate overpassing 93%; the store and warehouse display was successfully applied to stores in core cities, with the order picking efficiency increasing by 20% on average. Through the implementation of digital employment, intelligent work scheduling, and flexible personnel allocation, it optimized the labor structure of stores, with the average labor cost of the whole warehouse decreasing by 9.3% year-on-year. It also promoted the environmental action plan to advocate paperless receipts and saving paper.

Digital retail platform: It strengthened user-end capabilities and enhanced the APP experience, promoted the full-chain digitalization of membership operations by virtue of the development of offline, third-party and other channels, deepened the perception of the rights and interests of omni-channel members, continuously improved the penetration rate of digital membership, and updated the APP version to be accessible to the elderly population.

4. Supply<br> chain development

In 2023, for the supply chain, the Company, with a focus on the medium and long-term development goals, steadily advanced the transformation by restoring direct procurement, transforming the business model, enhancing the centralized procurement capabilities, and matching the three-dimensional output of commodities to the needs of multi-channel and multi-format users. The Company built 3 production warehouses, and promoted the division and fine management of responsibilities during the procurement process; used digital tools to improve operational efficiency, reduce costs and increase efficiency, and facilitated the construction of a transparent and open supply chain.

During the Reporting Period, the sales of products under the Company’s own brands amounted to RMB3.54 billion, accounting for 5% of the operating revenue, representing an increase of 8.26% year-on-year. Focusing on building standard fresh products and Yonghui Farm’s branded products, the sales of fresh products under the Company’s own brands increased by 41.3% year-on-year. The Company has been expanding the supply chain, cooperated with 101 source manufacturers, and established 19 self-owned planting/breeding bases, such as a rice planting base in the Great Northern Wilderness, Gurun small glutinous corn/thumb corn planting base, etc.; set up 27 direct sourcing projects, such as the melon project, beef and mutton roll project, etc. At the same time, the Company coordinated the operation and procurement of the platform to jointly purchase Gannan navel orange and cooperated with the import department to jointly purchase coconut green, etc.

In order to seek differentiated products and meet the needs of customers for a healthy life, the Company successively developed packaged corn products such as thumb corns and colorful corns, setting foot in a new business field. At the same time, it introduced lotus seed juice, Shan Cha Gan Gan Hao ( 山茶柑柑好) and other healthy drinks, and silver wire rolls and other intangible cultural heritage products to meet the needs of different customers.

5. Human<br> resources and organization development

During the Reporting Period, the Company made concerted efforts on structure optimization, talent development, organizational activation and corporate culture. The organizational performance has been improved through business process optimization and barrier breaking, organizational restructuring and post setting. The Company has improved the talent management mechanism by accumulating more than 120,000 talent resumes, selecting and cultivating young cadres to improve the ability of the cadre team. As such, the Company won the 2023 China Talent Management and Cultural Model Award (2023中國人才管理文化典範獎). The Company activated the organizational vitality of stores, designed incentive programs based on the business objectives of the Company and conducted the piece-rate system and three-point competition to motivate employees, and launched a pilot warehouse in the pilot area (Fuzhou). For furtherance of corporate culture, the Company clarified the behavior standards of “customer first” and eight words of corporate culture, to conduct a national skill competition and establish a display platform, thus promoting the inheritance of corporate culture and serving customers.

– 810 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
6. Smart<br> logistics
--- ---

In 2023, the total value of the Company’s logistics operations in China amounted to RMB51.63 billion. The distribution scope of the logistics centers covers 29 provinces and municipalities in China, with a total logistics operation area of 840,000 square meters and approximately 2,366 employees. The Company has 31 logistics centers, including 20 normal temperature distribution centers, 10 constant temperature distribution centers and 1 production warehouse. The Company has established a central warehouse linkage system to improve delivery efficiency, optimize inventory management and enhance logistics service functions. As the delivery scope has been expanded, the digital functions of logistics have been comprehensively improved and the module logistics and delivery mode has been optimized. Inventory management has been optimized as shown by logistics inventory turnover days down by 2.5 days year-on-year and inventory volume down by 83 million. Eight hub warehouses and other regional warehouses have been integrated as a linked grid distribution system, and the warehouse planning, inventory management and route management capabilities are developing with the assistance of big data and AI algorithms. Therefore, the distribution efficiency and logistics service functions have been improved for strengthening supply chain stability and reducing operational costs.

7. Social<br> responsibility
1) Food safety
--- ---

During the Reporting Period, the Company continuously worked on the food safety system, management standards and process operations, and revised 24 items of the food safety management system and processes of the Company.

The Company conducted annual audit of the “Store Food Safety Management System”, with 420 stores under audit at a pass rate of 99.5%.

The Company organized the culture propaganda activities themed by “Food Safety for All”, and 17,000 key management staff in the supply chain and stores have signed the 2024 Food Safety Responsibility Statement with publicity activities covering all employees.

The Company continued to iterate its capability to control the food safety risk management system in the supply chain to eliminate high-risk products at the source through risk monitoring, warning, control and review.

The Company continued to promote the implementation of the governance system for food safety risks and quality improvement at the source of the supply chain through various enhancement measures; in terms of food safety risks, by virtue of the cloud and big data system of food safety, the Company conducted a three-step management of “early warning identification, analysis and judgment, and control tracking” of food safety risks. At the source and factory level, the pre-event tracking of the risk control system has been refined, with the “trigger” mechanism under monitoring, the “control” measures under following-up, and the “improvement” quality under tracking; meanwhile, the Company strengthened food safety responsibilities and duties at all levels and positions, and organized key officers and major management personnel to sign the Food Safety Responsibility Letter online. The Company regularly launched training and publicity programs on food safety to enhance employees’ professional knowledge and capabilities in food safety risks through the “Food Safety Program for All Staff”. A multi-level risk assessment mechanism combining “self-inspection and self-checking” with “unannounced inspection” was implemented by the food safety department at the headquarters level to proactively eliminate food safety hazards. The Company also promoted initiatives such as the “Holiday Food Safety Special Campaign”, “3.15 Food Safety Special Campaign”, “Summer and Autumn Food Safety Special Campaign”, and “Fresh Food Lamps” to continuously update food safety operating procedures and improve product quality and safety.

– 811 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
2) Supply<br> guarantee
--- ---

In 2023, the Company remained as the major force in supply guarantee and price stability. During the typhoon “Dusurui” (杜蘇芮), all 13,000 employees in Fujian Province participated in fighting against the typhoon to ensure supply and price stability. The Company coordinately dispatched livelihood materials and timely supplied to all stores in Fujian Province to meet the emergency needs of consumers. During the rainstorm brought by the typhoon “Haikui” (海葵) in Fujian Province, the Company immediately conducted a survey on the losses of stores in each region, and made arrangements for various aspects such as the categories of goods provided by the supply chain, logistics distribution, online operations, staff safety and store logistics. In addition, according to the real-time situation of the rainstorm, the Company actively made overall planning for the material allocation of stores and logistics, and reserved milk, instant noodles and other materials in advance to ensure 1.5 times of stock volume of daily necessities than that in ordinary days. The Company also ensured that necessary commodities and materials are available to stores and online storage warehouse in time with stable prices and supply of people’s livelihood.

II. The<br> Situation of the Industry in which the Company Operated during the Reporting Period

According to the data released by the National Bureau of Statistics, in 2023, the total retail sales of consumer goods was RMB47,149.5 billion, representing an increase of 7.2% over the previous year. Among them, the retail sales of consumer goods other than automobiles amounted to RMB42,288.1 billion, representing an increase of 7.3%. The retail sales of department stores, convenience stores, specialty stores and exclusive brand stores in retail units above designated size increased by 8.8%, 7.5%, 4.9% and 4.5%, respectively, over the previous year; the retail sales of superstores in retail units above designated size decreased by 0.4% over the previous year.

In 2023, the national online retail sales amounted to RMB15,426.4 billion, representing an increase of 11.0% over the previous year. Among them, the online retail sales of physical goods amounted to RMB13,017.4 billion, representing an increase of 8.4%, accounting for 27.6% of the total retail sales of consumer goods. Among the online retail sales of physical goods, the sales of food, clothing and household goods increased by 11.2%, 10.8% and 7.1%, respectively.

III. Business<br> Engaged in by the Company during the Reporting Period

At present, Yonghui Superstores has developed more than 1,000 supermarket chains nationwide, covering 29 provinces and municipalities and 530 cities, with an operating area of more than 7.75 million square meters, ranking second among the top 100 supermarkets in China in 2022 and the fourth among the top 100 chains in China in 2022.

IV. Analysis<br> of Core Competitiveness during the Reporting Period
Applicable Not<br> applicable
--- --- --- ---

The Company insists on building a platform-based enterprise of food supply chain based on smart middle office, adhering to the concept of “Becoming Perfect through Integration and Sharing” (融合共享, 成於至善), and building an entrepreneurship platform for the youth with Yonghui’s characteristic partnership system; and the Company adopts a store optimization strategy to introduce young and differentiated products, building a multi-level product structure, and meeting the needs of consumers in various regions and age groups.

– 812 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
V. Main<br> Operations during the Reporting Period
--- ---

As of the end of the Reporting Period, the Company achieved an operating income of RMB78.642 billion in 2023, representing a year-on-year decrease of 12.71%, and the net profit attributable to shareholders of the listed company was RMB-1.33 billion, representing a decrease of RMB1.43 billion in losses as compared to the corresponding period of last year.

(I) Analysis<br> of principal businesses
1. Analysis of changes in relevant items in the income statement and cash flow statement
--- ---

Unit:Yuan Currency: RMB

Item Amount<br> for the <br><br> current period Amount<br> for<br><br> the same period <br><br> of last year Change
(%)
Operating income 78,642,171,577.01 90,090,819,396.14 -12.71
Operating cost 61,939,819,460.98 72,360,590,128.08 -14.40
Selling expenses 14,680,133,439.44 15,849,737,690.89 -7.38
Administrative expenses 1,887,145,956.28 2,046,416,100.93 -7.78
Finance cost 1,323,052,505.11 1,538,197,292.52 -13.99
Research and development expenses 318,267,251.93 481,898,435.04 -33.96
Net cash flows from operating activities 4,568,880,954.83 5,864,080,337.22 -22.09
Net cash flows from investment activities 256,485,337.24 -87,409,382.17 N/A
Net cash flows from financing activities -6,571,946,948.65 -6,982,014,871.77 N/A

Reasons for the change in operating income: the decline in income is partly due to the Company’s continuous adjustments to its stores in recent years, actively closing stores that have sustained a loss. On the other hand, as the national economy continues to gradually recover in 2023, the physical retail industry as a whole is facing unprecedented challenges. With the decline in residents’ willingness and ability to consume, the income has also declined.

Reasons for the change in research and development expenses: the decrease in research and development investment of the Company during the year.

Reasons for the change in net cash flows from operating activities: the decrease in operating cash flow resulted from the decrease in income of the Company.

Reasons for the change in net cash flows from investment activities: the cash paid by the Company for the purchase of fixed assets, intangible assets and other long-term assets in the current year.

Reasons for the change in net cash flows from financing activities: the repayment of borrowings in the current year.

Particulars of material changes in the Company’s business type, profit composition or profit sources during the period

Applicable Not<br> applicable
2. Income<br> and cost analysis
--- ---
Applicable Not<br> applicable
--- --- --- ---

Due to changes in the domestic and international social and economic environment, shifts in residents’ consumption habits and constrained spending power, the Company’s revenue declined by 12.71% year-on-year in 2023. Although the gross profit margin increased by 1.56% compared to the previous year, it has not yet returned to its normal level.

– 813 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
(1). Principal<br> businesses by sector, product, geographical region and sales model
--- ---

Unit:0’000 Yuan Currency: RMB

Principal businesses by sector
By sector Operating income Operating cost Gross profit margin Change in operating income over last year Change in operating cost over last year Change in <br><br> gross profit <br><br> margin over <br><br> last year
(%) (%) (%) (%)
Retail industry 7,370,998.99 6,167,964.50 16.32 -12.38 -14.41 Increased by 1.98  percentage points
Service industry 493,218.17 26,017.45 94.72 -17.28 -11.77 Decreased by 0.33 percentage points
Principal businesses by product
--- --- --- --- --- --- --- --- --- --- --- ---
By product Operating income Operating cost Gross profit margin Change in operating income over last year Change in operating cost over last year Change in <br><br> gross profit <br><br> margin over <br><br> last year
(%) (%) (%) (%)
Fresh products and processing 3,306,423.85 2,871,253.87 13.16 -17.13 -17.80 Increased by 0.71 percentage points
Food supplies (including clothing) 4,064,575.14 3,296,710.63 18.89 -8.10 -11.22 Increased by 2.85 percentage points
Principal businesses by geographical region
--- --- --- --- --- --- --- --- --- --- --- ---
By region Operating income Operating cost Gross profit margin Change in operating income over last year Change in operating cost over last year Change in <br><br> gross profit <br><br> margin over <br><br> last year
(%) (%) (%) (%)
Southeast China 1,267,524.40 1,086,892.54 14.25 -9.78 -12.30 Increased by 2.47 percentage points
North China 785,937.49 649,946.29 17.30 -14.78 -16.26 Increased by 1.46 percentage points
East China 1,721,393.13 1,438,204.51 16.45 -11.13 -11.94 Increased by 0.77 percentage points
West China 1,463,415.40 1,202,821.55 17.81 -16.88 -20.92 Increased by 4.20 percentage points
– 814 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
Principal businesses by geographical region
--- --- --- --- --- --- --- --- --- --- --- ---
By region Operating income Operating cost Gross profit margin Change in operating income over last year Change in operating cost over last year Change in <br><br> gross profit <br><br> margin over <br><br> last year
(%) (%) (%) (%)
Southwest China 1,190,485.81 993,344.36 16.56 -9.04 -10.56 Increased by 1.41 percentage points
South China 342,592.15 287,912.28 15.96 -13.68 -13.94 Increased by 0.25 percentage points
Central China 599,650.61 508,842.97 15.14 -12.10 -13.99 Increased by 1.86 percentage points
Principal businesses by sales model
--- --- --- --- --- --- --- --- --- --- --- ---
Sales model Operating income Operating cost Gross profit margin Change in operating income over last year Change in operating cost over last year Change in <br><br> gross profit <br><br> margin over <br><br> last year
(%) (%) (%) (%)
Retail 7,370,998.99 6,167,964.50 16.32 -12.38 -14.41 Increased by 1.98 percentage points
Others 493,218.17 26,017.45 94.72 -17.28 -11.77 Decreased by 0.33 percentage points

Details of principal businesses by sector, product, geographical region and sales model

The geographical distribution is as follows:

Southeast China: Fujian, Jiangxi

North China: Beijing, Tianjin, Hebei, Liaoning, Jilin, Heilongjiang, Inner Mongolia

East China: Jiangsu, Zhejiang, Shanghai, Anhui

West China: Chongqing, Guizhou, Yunnan, Hubei, Hunan

Southwest China: Sichuan, Xizang, Shaanxi, Gansu, Qinghai, Ningxia

South China: Guangdong, Guangxi

Central China: Shanxi, Shandong, Henan

(2). Analysis<br> statement of production and sales
Applicable Not<br> applicable
--- --- --- ---
(3). Performance<br> of material procurement contracts and material sales contracts
--- ---
Applicable Not<br> applicable
--- --- --- ---
– 815 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
(4). Statement<br> of Cost Analysis
--- ---

Unit:0’000 Yuan

By sector
By sector Cost <br><br> components Amount<br> for <br><br> the current <br><br> period Percentage<br> <br><br> of total cost <br><br> for current <br><br> period Amount<br> <br><br> for the <br><br> corresponding <br><br> period of <br><br> last year Percentage<br> <br><br> of total cost <br><br> for the <br><br> corresponding <br><br> period of <br><br> last year Change<br> in <br><br> amount for the <br><br> current period <br><br> as compared <br><br> with the <br><br> corresponding <br><br> period of <br><br> last year Explanations
(%) (%) (%)
Retail industry 6,167,964.50 99.58 7,206,572.07 99.59 -14.41
Service industry 26,017.45 0.42 29,486.94 0.41 -11.77
By product
--- --- --- --- --- --- --- --- --- --- --- --- ---
By product Cost <br><br> components Amount<br> for <br><br> the current <br><br> period Percentage<br> <br><br> of total cost <br><br> for current <br><br> period Amount<br> <br><br> for the <br><br> corresponding <br><br> period of <br><br> last year Percentage<br> <br><br> of total cost <br><br> for the <br><br> corresponding <br><br> period of <br><br> last year Change<br> in <br><br> amount for the <br><br> current period <br><br> as compared <br><br> with the <br><br> corresponding <br><br> period of <br><br> last year Explanations
(%) (%) (%)
Fresh products and processing 2,871,253.87 46.36 3,493,132.55 48.27 -17.80
Food supplies and clothing 3,296,710.63 53.22 3,713,439.52 51.32 -11.22
(5). Changes<br> in the scope of consolidation as a result of changes in equity interests in major subsidiaries<br> during the Reporting Period
--- ---
Applicable Not<br> applicable
--- --- --- ---
(6). Significant<br> change in or adjustment of the businesses, products or services of the Company during the<br> Reporting Period
--- ---
Applicable Not<br> applicable
--- --- --- ---
(7). Major<br> Customers and Suppliers
--- ---
A. Major customers of the Company
--- ---
Applicable Not<br> applicable
--- --- --- ---

The sales of the top five customers amounted to RMB530.4 million, accounting for 0.67% of the total annual sales; among the sales of the top five customers, the sales of related parties amounted to RMB155.7862 million, accounting for 0.20% of the total annual sales.

The proportion of sales to a single customer over 50% of the total amount, new customers among the top five customers or heavy dependence on a few customers during the Reporting Period

Applicable Not<br> applicable
– 816 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
B. Major<br> suppliers of the Company
--- ---
Applicable Not<br> applicable
--- --- --- ---

The purchases from the top five suppliers amounted to RMB6,064.9161 million, accounting for 10.20% of the total annual purchases; among the purchases from the top five suppliers, the purchases from related parties amounted to RMB3,190.4164 million, accounting for 5.36% of the total annual purchases.

The proportion of purchases from a single supplier over 50% of the total amount, new suppliers among the top five suppliers or heavy dependence on a few suppliers during the Reporting Period

Applicable Not<br> applicable
3. Expenses
--- ---
Applicable Not<br> applicable
--- --- --- ---

Please refer to VII. Notes to the Consolidated Financial Statements under Section X Financial Report of this report.

4. Research<br> and Development (R&D) Investment (1). Statement of R&D investment
(1). Statement<br> of R&D investment
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit: Yuan
--- --- ---
Expensed R&D investment<br> for the current period 318,267,251.93
Capitalized R&D investment for<br> the current period 1,160,689.92
Total R&D investment 319,427,941.85
Total R&D investment as a percentage of operating income<br> (%) 0.41
Capitalized R&D investment as a<br> percentage of total R&D investment (%) 0.36
(2). Statement<br> of R&D employees
--- ---
Applicable Not<br> applicable
--- --- --- ---
Number of R&D<br> employees in the Company 672
--- ---
R&D employees as a percentage<br> of total employees of the Company (%) 0.68

1.   Educational background structure of R&D employees

Educational<br> level Number
Doctoral degree 2
Master’s degree 79
Bachelor’s degree 507
Associate degree 79
High school and below 5

2.  Age structure of R&D employees

Age<br> group Number
Under 30 years<br> old (30 years old exclusive) 165
30-40 years old (30 years<br> old inclusive, 40 years old exclusive) 461
40-50 years old (40 years<br> old inclusive, 50 years old exclusive) 45
50-60 years old (50 years<br> old inclusive, 60 years old exclusive) 1
60 years old and above 0
– 817 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
(3). Explanation
--- ---
Applicable Not<br> applicable
--- --- --- ---
(4). Reasons<br> of major changes in the composition of R&D employees and its impact on the Company’s<br> future development
--- ---
Applicable Not<br> applicable
--- --- --- ---
5. Cash<br> flow
--- ---
Applicable Not<br> applicable
--- --- --- ---

Currency:RMB Unit: Yuan

Item Amount<br> for the <br><br> current period Amount<br> for the <br><br> corresponding <br><br> period of last <br><br> year Change Explanations
(%)
Tax<br> refunds received 1,349,881.04 264,494,708.10 -99.49 Decrease<br> in value-added tax retention and refund received in the current year
Cash<br> received from the disposal of investments 421,011,225.76 1,218,210,833.38 -65.44 Decrease in<br> investment assets sold in the current year
Cash<br> received from investment income 159,535,200.00 29,998,400.00 431.81 Increase in<br> dividends received from joint ventures in the current year
Net<br> cash receipts from the disposals of fixed assets, intangible assets and other long-term assets 15,544,463.48 9,776,709.58 58.99 Disposal of<br> closed stores and an increase in idle assets in the current year
Net<br> cash received from the disposal of subsidiaries and other operating units 16,218,914.55 221,073.29 7,236.44 Increase in<br> cash received from disposal of subsidiaries in the current year
Cash<br> paid for the purchase and construction of fixed assets, intangible assets and other long-term assets 671,445,532.92 1,203,678,434.13 -44.22 Decrease in<br> long-term asset investment in the current year
Cash<br> paid for investments 17,386,837.66 N/A Newly added<br> investment in joint ventures in the current year
Cash<br> received from capital contributions 240,000.00 N/A Capital increase<br> from minority shareholders of the subsidiary in the current year
Cash<br> received from loans 6,200,000,000.00 10,920,000,000.00 -43.22 Decrease in<br> borrowings in the current year
Other<br> cash received from financing activities 79,951,033.98 54,280,019.15 47.29 Increase in<br> sublease income received that meets the conditions for financial leasing
– 818 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
Item Amount<br> for the <br><br> current period Amount<br> for the <br><br> corresponding <br><br> period of last <br><br> year Change Explanations
--- --- --- --- --- --- --- ---
(%)
Cash<br> paid for repayment of debts 9,429,100,000.00 14,161,100,000.00 -33.42 Decrease<br> in loan repayment amount for the current year
Cash<br> paid for distribution of dividends, profits or settlement of interest 241,422,898.08 482,219,907.57 -49.94 The Company<br> failed to distribute dividends of ordinary shares in the current year
Effect<br> of foreign exchange rate changes on cash and cash equivalents 208,556.62 4,690,719.29 -95.55 The decrease<br> in the impact of exchange rate fluctuations this year as compared to the previous year
(II) Significant<br> changes to the profit resulting from non-principal business
--- ---
Applicable Not<br> applicable
--- --- --- ---
(III) Analysis<br> of assets and liabilities
--- ---
Applicable Not<br> applicable
--- --- --- ---
1. Assets<br> and Liabilities
--- ---

Unit:Yuan

Item Amount<br> at the <br><br> end of the <br><br> period Amount<br> at <br><br> the end of <br><br> the period as <br><br> a percentage <br><br> of total asset Amount<br> at the <br><br> end of the <br><br> previous period Amount<br> at <br><br> the end of <br><br> the previous <br><br> period as a <br><br> percentage <br><br> of total <br><br> assets Amount<br> at the <br><br> end of the <br><br> current period <br><br> as a percentage <br><br> of amount at <br><br> the end of the <br><br> previous period Explanations
(%) (%) (%)
Loans<br> and advances (short-term) 537,340,391.79 1.03 818,071,041.50 1.32 -34.32 Decrease<br> in short-term loans issued for the current year
Factoring<br> receivable 68,688,964.38 0.13 639,126,680.56 1.03 -89.25 Collection of<br> factoring receivables in the current year
Loans<br> and advances 20,568,200.17 0.04 76,991,144.35 0.12 -73.28 Recovery of<br> long-term loans in the current year
Construction<br> in progress 240,333,156.71 0.46 383,281,366.61 0.62 -37.30 Reduction in<br> long-term asset projects newly added by the company
Development<br> expenditure 10,899,846.17 0.02 -100.00 Conversion of<br> capitalized research and development projects into intangible assets for the current year
– 819 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
Item Amount<br> at the <br><br> end of the <br><br> period Amount<br> at <br><br> the end of <br><br> the period as <br><br> a percentage <br><br> of total asset Amount<br> at the <br><br> end of the <br><br> previous period Amount<br> at <br><br> the end of <br><br> the previous <br><br> period as a <br><br> percentage <br><br> of total <br><br> assets Amount<br> at the <br><br> end of the <br><br> current period <br><br> as a percentage <br><br> of amount at <br><br> the end of the <br><br> previous period Explanations
--- --- --- --- --- --- --- --- --- --- --- ---
(%) (%) (%)
Advance<br> receipt 106,067,963.44 0.20 196,630,132.94 0.32 -46.06 Decrease<br> in prepaid equity transfer payments for the current year
Long-term<br> borrowings 349,889,789.58 0.67 2,070,085,001.67 3.33 -83.10 Repayment of<br> long-term loans in advance in the current year
Estimated<br> liabilities 37,797,080.80 0.07 7,383,565.56 0.01 411.91 Expected increase<br> in liabilities due to litigation cases at the end of the current year
Deferred<br> tax liabilities 74,683,702.79 0.14 126,183,109.37 0.20 -40.81 The decrease<br> in deferred income tax liabilities arising from the use of right assets in the current year
Other<br> non-current liabilities 46,931,643.83 0.09 Renewal of the<br> Baijia loan in the current year
Less:<br> treasury shares 488,768,297.30 0.94 263,483,654.25 0.42 85.50 Repurchase of<br> treasury shares in the current year
Other<br> comprehensive income 5,073,713.42 0.01 440,260.72 1,052.43 Increase in<br> other comprehensive income recognized by joint ventures during the current period
Minority<br> interests -4,333,522.99 -0.01 191,328,573.37 0.31 -102.26 The conversion<br> of a subsidiary to a joint venture this year, which was due to losses incurred by minority shareholders and the sale of equity in<br> the subsidiary
2. Overseas<br> assets
--- ---
Applicable Not<br> applicable
--- --- --- ---
(1) Asset<br> size
--- ---

Including: overseas assets of RMB0.433 billion, accounting for 0.83% of total assets.

(2) Description<br> of relatively high proportion of overseas assets
Applicable Not<br> applicable
--- --- --- ---
– 820 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
3. Restriction on material assets as of the end of the Reporting Period
--- ---
Applicable Not applicable
--- --- --- ---

Please refer to VII. 34 in Section X Financial Report of this report

4. Other explanations
Applicable Not applicable
--- --- --- ---
(IV) Analysis of the industry operation information
--- ---
Applicable Not applicable
--- --- --- ---

As follows:

Analysisof operational information of retail industry

1. Distribution of stores opened at the end of the Reporting Period
Applicable Not applicable
--- --- --- ---
Self-owned stores Leased stores
--- --- --- --- --- --- --- --- --- ---
Region Operation mode Number <br> of stores GFA Number <br> of stores GFA
(m^2^) (m^2^)
Anhui Supermarket 1 7,033.00 67 586,137.56
Beijing Supermarket 48 423,336.88
Fujian Supermarket 4 41,453.97 134 1,038,769.97
Gansu Supermarket 3 18,871.90
Guangdong Supermarket 60 304,886.06
Guangxi Supermarket 7 41,148.34
Guizhou Supermarket 41 356,255.97
Hebei Supermarket 1 26,475.96 39 328,624.19
Henan Supermarket 44 378,594.99
Heilongjiang Supermarket 8 78,721.61
Hubei Supermarket 16 117,361.51
Hunan Supermarket 7 42,771.07
Jilin Supermarket 6 58,323.42
Jiangsu Supermarket 53 448,382.60
Jiangxi Supermarket 12 82,786.61
Liaoning Supermarket 7 50,803.76
Inner Mongolia Supermarket 4 32,325.91
Ningxia Supermarket 2 11,345.95
Qinghai Supermarket 1 6,018.58
Shandong Supermarket 5 26,812.19
Shanxi Supermarket 15 120,813.06
Shaanxi Supermarket 36 253,558.12
Shanghai Supermarket 35 226,204.25
Sichuan Supermarket 1 4,200.00 113 944,308.42
Tianjin Supermarket 7 66,097.25
Xizang Supermarket 3 20,648.68
Yunnan Supermarket 5 33,466.82
Zhejiang Supermarket 71 543,870.20
Chongqing Supermarket 4 38,298.74 140 993,740.54
Total 11 117,461.67 989 7,634,986.41
– 821 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP

Tableof newly opened stores and reserved stores during the Reporting Period

(Unitof area: m^2^)

Stores opened in Stores contracted
Region Opened stores the current period but not opened
Number Number Number
of stores Area of stores Area of stores Area
Anhui 68 593,170.56 1 7,033 10 65,318.07
Beijing 48 423,336.88 1 4,034 4 16,584.56
Fujian 138 1,080,223.94 7 63,199.3
Gansu 3 18,871.90 1 8,086.00
Guangdong 60 304,886.06 1 3,670.75 3 11,835.65
Guangxi 7 41,148.34
Guizhou 41 356,255.97 1 7,137.10 7 57,272.17
Hebei 40 355,100.15 1 9,452.94 5 44,696
Henan 44 378,594.99 6 52,586.73
Heilongjiang 8 78,721.61 0
Hubei 16 117,361.51 4 19,013.88
Hunan 7 42,771.07
Jilin 6 58,323.42
Jiangsu 53 448,382.60 2 12,352.70
Jiangxi 12 82,786.61
Liaoning 7 50,803.76
Inner Mongolia 4 32,325.91 1 7,412.34
Ningxia 2 11,345.95
Qinghai 1 6,018.58
Shandong 5 26,812.19 1 5,591.55
Shanxi 15 120,813.06 3 18,552.00
Shaanxi 36 253,558.12 1 2,674.38 4 40,509.68
Shanghai 35 226,204.25
Sichuan 114 948,508.42 1 4,580 21 169,479.31
Tianjin 7 66,097.25 1 5,812.60
Xizang 3 20,648.68
Yunnan 5 33,466.82 7 54,868.50
Zhejiang 71 543,870.20 1 7,795.58 2 16,005.90
Chongqing 144 1,032,039.28 2 11,252.93 10 70,771.28
Total 1,000 7,752,448.08 12 70,634.57 97 726,944.33

Newlyopened stores of the Company in the fourth quarter of 2023

The Company opened 7 new stores in China in the fourth quarter of 2023, the particulars of which were as follows:

Opening Lease Leased
No. Region Name of project date term area Address
(years) (m^2^)
1 Shandong Longfor Beichen Paradise<br> Walk 2023-12-1 15 5,591.55 Northwest corner of the intersection of Gongye North Road and Fenghuang Road, Licheng District,<br> Jinan, Shandong
2 Anhui Hefei Feidong Dongfeng Avenue 2023-12-16 Self-owned 7,033 Dongfeng Avenue, Hefei, Anhui
3 Chongqing Shapingba Huanghua Xinjiyuan 2023-12-21 15 4,610.56 Basement No. 3 Shop, No. 6 Shuangxiangzi Street, Shapingba District, Chongqing
4 Inner Mongolia Baotou Vanke In City 2023-12-22 15 7,412.34 Southwest corner of Qingyuan Road and Qingshan Road intersection, Qingshan District, Baotou City, Inner<br> Mongolia Autonomous Region
– 822 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
No. Region Name of project Opening<br> date Lease<br> term Leased<br> area Address
--- --- --- --- --- --- ---
(years) (m^2^)
5 Sichuan Longyue Xicheng 2023-12-22 16 4,580 Basement 1st Floor, Beijing Chengjian Xiyuehui Center, No. 72 Shuxi<br> Road, Jinniu District, Chengdu, Sichuan
6 Guangdong Guangzhou Nansha Xinghe COCO PARK 2023-12-23 15 3,670.75 COCO Park Shopping Center, one of No. 37, Huangge Section, Fanzhong Road, Nansha<br> District, Guangzhou, Guangdong
7 Zhejiang Hangzhou Xiaoshan Caojiaqiao Kaiyuan<br> Plaza Store 2023-12-30 15 7,795.58 Room B1027, Shop B1, Kaiyuan Plaza, No. 1216 Shixin South Road, Shushan Street,<br> Xiaoshan District, Hangzhou

The Company signed contracts with 4 new stores in the fourth quarter of 2023, the particulars of which were as follows:

No. Region Name of project Date of<br> contract Expected<br> delivery<br> date Lease<br> term Leased<br> area Address
(years) (m^2^)
1 Zhejiang Xiaoshan Kaiyuan Plaza 2023-10-1 2023-10-10 15 7,795.58 Hangzhou, Zhejiang
2 Yunnan Kunming Golden Resources 2023-9-28 2023-10-1 16 12,862 Kunming, Yunnan
3 Anhui Hefei Shazhichuancang Store 2023-11-14 2023-11-20 5 1,168.86 Hefei, Anhui
4 Guangdong Shenzhen-Luohu Holiday Plaza 2023-10-23 2024-3-1 10 2,472.28 Shenzhen, Guangdong
2. Other explanations
--- ---
Applicable Not applicable
--- --- --- ---

Informationon the top 10 stores in terms of revenue

No. Store Area Ownership<br> of<br> Property Address Opening<br><br> date
(m^2^)
1 Shijingshan<br> District Lugu Store 18,322.00 Leased East<br> of Lugu Street, Shijingshan District, Beijing 2009.06.26
2 Chengdu<br> Wenjiang Guanghua Avenue Store 21,728.06 Leased Intersection<br> of Section 3 of Guanghua Avenue and Yongxing Road, Wenjiang District, Chengdu, Sichuan 2012.04.26
3 Tongzhou<br> District Tongzhou Wanda Store 12,014.82 Leased Wanda<br> Plaza, Beiyuan Business District, Yongshun Town, Tongzhou District, Beijing 2014.11.29
4 Guiyang<br> Jinyuan Shopping Mall Store 16,216.00 Leased No. 6<br> Jinyang South Road, Jinyang New District, Guiyang, Guizhou 2010.10.23
5 Daxing<br> District Jiugong Store 25,303.73 Leased No. 39<br> Xiaohongmen Road, Jiugong Town, Daxing District, Beijing 2010.02.05
– 823 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
No. Store Area Ownership of<br> Property Address Opening<br> date
--- --- --- --- --- ---
(m^2^)
6 Tongzhou District Banbidian 11,249.00 Leased East Section of Yile South Street, Banbidian, Liyuan Town, Tongzhou<br> District, Beijing 2013.05.31
7 Chaoyang District Longfor Changying<br> Paradise Walk Store 12,551.80 Leased Opposite to District 4, Wanxiang Xintian, Chaoyang North Road (Intersection of<br> Guanzhuang Road), Chaoyang District, Beijing 2014.12.20
8 Chongqing Shapingba District CapitaRetail<br> Store 8,144.64 Leased No. 1 Huayu Plaza, No. 029 Xiaolongkan New Street, Shapingba District, Chongqing 2009.09.18
9 Chongqing Banan District Banan Wanda<br> Store 9,558.73 Leased Banan Wanda Plaza, No. 5 Longzhou Avenue, Banan District, Chongqing 2015.10.30
10 Zhejiang Ningbo Hangzhou Bay Golden<br> Resources Store 12,512.00 Leased No. 19 Jinyuan Avenue, Binhai 2nd Road, Hangzhou Bay New Area, Cixi, Ningbo Province,<br> China (Golden Resources) 2013.12.15
(V) Analysis of the investments
--- ---

Overallanalysis of external equity investments

Applicable Not applicable

During the Reporting Period, the Company focused on its principal businesses and reduced the external investments.

1. Significant equity investments
Applicable Not applicable
--- --- --- ---
2. Significant non-equity investments
--- ---
Applicable Not applicable
--- --- --- ---
3. Financial assets measured at fair value
--- ---
Applicable Not applicable
--- --- --- ---

Unit:Yuan Currency: RMB

Asset<br><br> category Opening<br><br> balance Gains<br> or losses<br> from changes in<br> fair value for<br> the period Accumulated<br><br> changes in fair<br> value included<br> in equity Impairment<br><br> provision made<br> for the period Amount<br><br> purchased for<br> the period Amount<br><br> disposed<br> of/redeemed for<br> the period Other<br> changes Closing<br> balance
Stocks 206,295,359.14 182,636,868.60 -257,865,017.96 388,932,227.74
Others 4,602,531,359.96 -258,979,852.98 -160,524,810.80 2,369,886,770.48 2,744,533,793.34 29,615,184.45 3,998,519,668.57
Total 4,808,826,719.10 -76,342,984.38 -418,389,828.76 2,369,886,770.48 2,744,533,793.34 29,615,184.45 4,387,451,896.31

*Note:*Other changes primarily represent investment gains generated upon the disposal of assets

– 824 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP

Investment in securities

Applicable Not applicable

Unit:Yuan Currency: RMB

Type<br> of<br> securities Securities<br><br> code Abbreviation<br><br> of securities Initial<br><br> investment cost Source<br> of<br> funds Opening<br><br> carrying<br> amount Gains<br> or losses<br> on changes in<br> fair value in the<br> period Accumulated<br><br> fair value<br> changes<br> included in<br> equity Purchase<br><br> amount<br> in the<br> period Selling<br><br> amount<br> in the<br> period Gains<br> or<br> losses on<br> investments<br> in the<br> period Closing<br><br> carrying<br> amount Accounting<br><br> accounts
Stocks ADV Advantage<br> Solutions 646,797,245.70 Self-owned<br> funds 206,295,359.14 182,636,868.60 -257,865,017.96 388,932,227.74 Trading<br> financial assets
Total / / 646,797,245.70 / 206,295,359.14 182,636,868.60 -257,865,017.96 388,932,227.74 /
– 825 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP

Investment in private equity funds

Applicable Not applicable

Investment in derivatives

Applicable Not applicable
4. The specific progress of material asset restructuring during the Reporting Period
--- ---
Applicable Not applicable
--- --- --- ---
(VI) Material asset and equity disposal
--- ---
Applicable Not applicable
--- --- --- ---

During the Reporting Period, the Company entered into an equity transfer agreement with Dalian Yujin Trading Co., Ltd. (大連禦錦貿易有限公司) (hereinafter referred to as “Dalian Yujin”) for Dalian Wanda Commercial Management Group Co., Ltd. (hereinafter referred to as “Wanda Commercial Management”), pursuant to which, the Company intended to transfer 388,699,998 shares of Wanda Commercial Management held by it to Dalian Yujin, representing 1.43% of the total share capital of Wanda Commercial Management. During the Reporting Period, the first phase of the transfer of equity transaction has been completed, with 26,925,678 shares transferred.

During the Reporting Period, the Company intended to transfer 136,000,000 shares of Chengdu Hongqi Chain Co Ltd. (成都紅旗連鎖股 有限公司) held by it to Sichuan Commercial Investment Group Co., Ltd, representing approximately 10% of the total share capital of Hongqi Chain. As of the date of this report, the relevant transactions are still under approval by the relevant regulatory authorities.

(VII) Analysis of major subsidiaries
Applicable Not applicable
--- --- --- ---

Unit:0’000 Yuan Currency: RMB

Company<br> abbreviation Industry Registered<br> capital Total<br> assets Net assets Net profit Revenue Profit
Fujian Yuntong Logistics distribution industry 10,000.00 233,040.03 27,169.09 14,744.08 1,188,489.82 14,657.82
Yonghui Logistics Logistics distribution industry 10,000.00 169,008.89 30,421.29 14,276.63 672,189.61 14,834.30
Sichuan Yonghui Commercial Retail Industry 100,000.00 406,367.72 73,589.78 6,069.64 929,087.93 6,206.50
Fuping Yunshang Logistics distribution industry 20,000.00 186,247.02 14,691.20 3,638.45 162,351.10 3,594.79
Chengdu Commercial Logistics distribution industry 13,000.00 122,978.22 22,687.73 2,578.54 701,157.14 2,205.17
(VIII) Information about the structured entities controlled by the Company
--- ---
Applicable Not applicable
--- --- --- ---
VI. Discussion and Analysis of the Company’s Future Development
--- ---
(I) Industry landscape and trends
--- ---
Applicable Not applicable
--- --- --- ---
– 826 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP

The year of 2023 witnessed dramatic changes occurred in the retail industry with the rapid development of technology and shift in consumer behavior. As a leading enterprise among Chinese Superstores, Yonghui Superstores embraced the developments in technology and consumer behavior by taking the initiative on digital transformation and upgrading of shopping scenario. Through product restructuring at multiple levels by leveraging on its global supply chain advantages, Yonghui Superstores focused on balance of new retail trends, high-quality services and affordable goods. In addition, Yonghui Superstores made great efforts on comprehensive upgrade of service, hardware and store, including scenario design, product innovation and convenient services. The retail industry has embarked on constantly innovative development as evidenced by promoting convenient online delivery, enhancing the atmosphere of hustle and bustle in stores, establishing genuine discount stores and other optimization strategies.

(II) Development strategy of the Company
Applicable Not applicable
--- --- --- ---

In 2024, the Company will continue to focus on its principal business, deepen digital transformation and incorporate innovation into the processing of catering scenes. Standardization of fresh goods will be promoted to optimize product structure, while attaching importance to product innovation for refined operation and customized transformation, thus promoting all-round improvement of stores in terms of “scenario, product and service”. In pursuit of rendering better shopping experience through intelligent services and humanistic care, the Company aims to create a smarter, more convenient and comfortable shopping experience for customers, to bring the offline shopping back to the most plain “human touch”.

(III) Business plan
Applicable Not applicable
--- --- --- ---

Supply chain optimization and commodity restructure: Yonghui Superstores will promote the optimization of supply chain and continuously strengthen category management, sourcing procurement, and commodity supply and operation capabilities.

High-quality store and consumer scenario expansion: Yonghui Superstores will implement store customized transformation of “one store, one discussion”, extend consumer scenarios, build offline “canteens with hustle and bustle”, upgrade store layout with local characteristics, product selection, procurement and operation with innovation.

Digital application and service upgrade: Yonghui Superstores will explore into business scenarios and the application of digital tools, and empower continuous improvement of operational and management efficiency. The store service quality will be improved through more interaction with consumers, and the shopping experience and scene design quality will be also enhanced.

The Company pays more attention to process standards to establish a standardized rule system for the operation of five color cards of store, with a focus on behavior and process verification, to evaluate the efforts of team members. Unified national operating standards and unified verification will be put into place. Centering on customer experience through five color card verification, the Company safeguards food safety, improves product and service standards, implements digital foundations and build a sound business environment.

(IV) Potential risks
Applicable Not applicable
--- --- --- ---

Intense market competition, diversified consumer options, etc; the Company will closely monitor market feedback, flexibly adjust strategies and ensure the smooth implementation of strategies.

– 827 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
(V) Others
--- ---
Applicable Not applicable
--- --- --- ---
VII. The Company’s Failure to Disclose as Required by the Standards Due to Non-Application of the Provisions of the Standards or for Special Reasons Such as State Secrets and Trade Secrets and the Description of Reason Therefor
--- ---
Applicable Not applicable
--- --- --- ---
4. For the six months ended June 30, 2024
--- ---

Section3 Management Discussion and Analysis

I. Industry where the Company Operated and Principal Business during the Reporting Period

The Company operates in the retail industry (classification code: F52). It is generally believed that the Company’s businesses are classified into the retail industry in terms of the major products and operating model of the Company.

The Company’s principal business is sales of selected goods through offline stores and online channels, covering consumers of all ages.

According to the National Bureau of Statistics, in the first half of 2024, the total retail sales of consumer goods was RMB23,596.9 billion, representing an increase of 3.7% over the previous year. From January to June, the retail sales of department stores and exclusive brand stores decreased by 3.0% and 1.8%, respectively.

The Company continued to accelerate transformation, proactively learned from excellent industry peers and focused on supply chain reform to pragmatically build itself into a platform enterprise in the food supply chain that follows the current development trend.

II. Analysis of Core Competitiveness during the Reporting Period
Applicable Not applicable
--- --- --- ---

The Company proactively learned from excellent industry peers, intended to start with users’ experience in three aspects of goods, scenarios and services, continuously strengthened fresh food supply chain while focusing on the quality of goods and services, and endeavored to provide better goods and experience for consumers through continuous learning.

III. Discussion and Analysis of Operations
1. Business operations
--- ---

During the Reporting Period, the Company achieved the total operating income of RMB37,779 million, and the net profit attributable to shareholders of the listed company was RMB275 million; while the net profit attributable to shareholders of the listed company, net of non-recurring gain or loss, was RMB29,862,500 during the Reporting Period, with a consolidated gross profit margin of 21.58%.

2. Online business

During the Reporting Period, the Company’s online business recorded an operating income of RMB7.84 billion for the first half of 2024, accounting for 20.8% of the operating income. By improving product competitiveness and the performance efficiency of warehouses, the loss in online business significantly decreased as compared with that of last year.

– 828 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP

The self-operated home delivery business under “Yonghui Life (永輝生活)” has covered 883 stores, achieving sales of RMB4.22 billion, representing a year-on-year increase of 4%, with an average daily order volume of 306,000 orders and an average monthly repurchase rate of 47.3%. The number of registered members of “Yonghui Life” APP has surpassed 200.4 million. During the Reporting Period, the home delivery business operated on the third-party platforms has covered 878 stores, achieving sales of RMB3.62 billion, with an average daily order volume of 197,000 orders.

In terms of performance management, the Company focused on improving users’ experience on performance and order performance service, strengthened pre-job training of staff and after-sales accountability mechanism for customer complaints as well as management model of alert system. In the first half of 2024, the on-time performance rate was 93.1%, of which the delivery rate for orders from self-operated platform delivered within 60 minutes reached 93.6%, up 1.2% year on year.

In terms of channel operation, the Company continuously strengthened cooperation with third-party platforms, focused on refined operation and improved the three core indicators of “goods, users and experience”. The Company expanded new channels, such as Douyin and Kuaishou, and ranked the first in those channels for consecutive times, among which, durian sold by Yonghui Local Group Purchase (永輝本地團) has become the first blockbuster fresh food at Douyin platform, with the sales of durian and order confirmation ranking the first in the Douyin Local Group Purchase (抖音本地團); Douyin One-hour Delivery (抖音 時達) continuously remained the first in the industry, by adjusting goods structure, Yonghui prawn became the most popular single fresh food in the one-hour delivery industry.

3. Supply Chain Development

During the Reporting Period, the Company focused on optimizing the organization, system and process of the supply chain, and improving the operating efficiency in all respects; continuously optimized goods structure, and strengthened source procurement to improve goods power; constantly promoted the application of digital tools to increase the operating efficiency of stores. In the first half, the Company optimized product structure while further improving the efficiency of goods introduction. In the first half, the Company introduced 20,276 new products, and eliminated 22,480 products, with an introduction rate of 22.5% and an elimination rate of 24.9%.

During the Reporting Period, the sales of products under the Company’s own brands was RMB1.28 billion, accounting for 3.4% of the operating income. The Company increased the exposure rate and purchase rate of its self-owned products through online and offline channels. For example, Selected Thai Fragrant Rice (泰甄香米) is sold via many channels, such as Douyin Local Group Purchase, On-time Delivery (及時達), and has become a blockbuster on the Douyin platform with the average sales of RMB10 million per live stream; the sales of healthy products, such as 100% coconut juice imported with original packaging, antibiotic-free and selenium-rich eggs, recorded significant growth, which are directly sold to consumers from the place of origin. In pursuit of quality life, the Company successively developed several quality goods, such as organic coarse cereals, Yunnan mushrooms and Ningxia Tan Sheep. In terms of home living products, the Company adjusted the product design of disposable products and cookware for cooking scenario in China, and comprehensively upgraded more than 20 products. With user insights of closer to consumers, the Company continued to introduce new quality products.

4. Store Expansion

During the Reporting Period, the Company actively promoted store network optimization across the country, with 5 stores newly opened and 62 stores closed. As of the end of the Reporting Period, there are a total of 943 stores opened, covering 29 provinces and municipalities in China. The number of stores contracted but not opened was 86, with a reserved area of 655,300 m^2^.

– 829 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP

Table of Opened Stores:

Self-owned stores Leased stores
Number Number
Region Operation mode of stores GFA of stores GFA
**** **** **** ^^(m^2^) ^^(m^2^)
Anhui Supermarket 1 7,033.00 65 563,084.86
Beijing Supermarket 48 424,559.54
Fujian Supermarket 4 41,453.97 127 980,480.44
Gansu Supermarket 3 18,871.90
Guangdong Supermarket 56 276,007.66
Guangxi Supermarket 7 41,148.34
Guizhou Supermarket 35 295,787.59
Hebei Supermarket 1 26,475.96 37 302,008.19
Henan Supermarket 40 340,669.51
Heilongjiang Supermarket 8 78,721.61
Hubei Supermarket 16 117,361.51
Hunan Supermarket 7 42,771.07
Jilin Supermarket 6 58,323.42
Jiangsu Supermarket 44 367,646.08
Jiangxi Supermarket 12 82,786.61
Liaoning Supermarket 7 50,803.76
Inner Mongolia Supermarket 4 32,325.91
Ningxia Supermarket 2 11,345.95
Qinghai Supermarket 1 6,018.58
Shandong Supermarket 5 26,812.19
Shanxi Supermarket 15 120,813.06
Shaanxi Supermarket 36 253,558.12
Shanghai Supermarket 27 177,041.95
Sichuan Supermarket 1 4,200.00 108 904,853.84
Tianjin Supermarket 6 52,837.25
Xizang Supermarket 3 20,648.68
Yunnan Supermarket 6 46,328.82
Zhejiang Supermarket 67 513,335.92
Chongqing Supermarket 4 38,298.74 134 960,035.15
Total number of stores 11 117,461.67 932 7,166,987.51

Table of newly opened stores and reserved stores during the Reporting Period

Unit of area: m^2^

Subtotal of<br> opened stores Net increase in<br> stores opened in<br> the<br> current period Stores contracted<br> but not opened
Item Number<br> of stores Area Number<br> of stores Area Number<br> of stores Area
Anhui 66 570,117.86 2 6,474.32 9 65,759.41
Beijing 48 424,559.54 1 5,970.16 2 6,396.40
Fujian 131 1,021,934.41 7 63,199.30
Gansu 3 18,871.90
Guangdong 56 276,007.66 1 5,897.4 3 9,891.27
Guangxi 7 41,148.34
Guizhou 35 295,787.59 7 57,272.17
Hebei 38 328,484.15 4 36,899.00
Henan 40 340,669.51 5 46,365.63
Heilongjiang 8 78,721.61
Hubei 16 117,361.51 4 19,013.88
Hunan 7 42,771.07
Jilin 6 58,323.42
Jiangsu 44 367,646.08
– 830 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
Subtotal of<br> opened stores Net increase in<br> stores opened in<br> the<br> current period Stores contracted<br> but not opened
--- --- --- --- --- --- --- --- --- --- --- --- ---
Number Number Number
Item of stores Area of stores Area of stores Area
Jiangxi 12 82,786.61
Liaoning 7 50,803.76
Inner Mongolia 4 32,325.91
Ningxia 2 11,345.95
Qinghai 1 6,018.58
Shandong 5 26,812.19
Shanxi 15 120,813.06 3 18,552.00
Shaanxi 36 253,558.12 3 34,832.42
Shanghai 27 177,041.95
Sichuan 109 909,053.84 21 169,479.31
Tianjin 6 52,837.25 1 5,812.60
Xizang 3 20,648.68
Yunnan 6 46,328.82 1 12,862 5 35,033.50
Zhejiang 67 513,335.92 2 16,005.90
Chongqing 138 998,333.89 10 70,771.28
Total 943 7,284,449.18 5 31,203.88 86 655,284.07

Stores opened by the Company in the first half of 2024

In the first half of 2024, the Company opened 5 new stores in China, details of which are as follows:

No. Region Name of project Opening<br> date Lease<br> term Leased<br> area Address
(year) (m^2^)
1 Beijing CHEERFU (卧龍悅購) 2024-1-12 15 5,970.16 Shunyi District, Beijing
2 Yunnan Kunming GR (昆明世<br> 紀金源) 2024-1-15 16 12,862 Guandu District, Kunming, Yunnan
3 Anhui SASSEUR (Hefei) Outlets (合肥市砂之 船奧萊店) 2024-1-26 5 1,168.86 The crossroad of Changning Avenue and Caihong Road, Hefei
4 Anhui Huoqiu Wanda Plaza (霍邱萬達) 2024-5-25 15 5,305.46 Huoqiu Wanda, Luan
5 Guangdong GH New World Center (惠港新天地) 2024-6-28 15 5,897.4 Huicheng District, Huizhou, Guangdong

The Company signed contracts with 3 stores in the first half of 2024

No. Region Name of project Date of<br> contract Expected<br> delivery<br> date Lease<br> term Leased<br> area Address
(years) (m^2^)
1 Anhui Huoqiu Wanda Plaza (霍邱萬達) 2024-1-15 2024-2-28 15 5,305.46 Luan, Anhui
2 Anhui Shouxian Hengtai Mall (壽縣恒太城) 2024-1-16 2024-3-20 20 7,475 Huainan, Anhui
3 Guangdong Shenzhen Futian Yin City Center (深圳 福田印城市廣場) 2024-4-12 2024-8-1 12 years and 9 months 3,953.02 Shenzhen, Guangdong
– 831 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
5. Human resources and organizational development
--- ---

During the Reporting Period, the Company continuously improved organizational and process efficiency, strengthened its platform capacities, and enhanced its competitiveness in the supply chain by promoting organizational reform, creating a flat structure and refining organization allocation. The Company formulated and implemented unified policies and process to ensure that each business division carries out work in a standardized and efficient manner.

The Company strove for talent introduction, paid attention to talent development, strengthened talent cultivation to improve the abilities of cadres and organizational efficiency. To reinforce culture construction, the Company held the National Skills Competition, to improve its staff’s skills in lieu of training. The Company initiated the “Golden Ideas” program, fully opening a channel of “Advice and Recommendations from Staff”. The Company continued to care for the staff and carried out staff caring activities. In the first half, Yonghui offered 8% shopping discount to its staff, where the staff were entitled to a monthly discount amount of RMB1,000 when shopping. Such initiative received positive feedback and significantly improved staff’s well-being and sense of belonging.

As of June 30, the Company introduced a total of 817 undergraduates through 1,933 projects which covered the positions in science, online platforms, supply chain and store operation, to continuously gather new momentum.

6. Smart logistics

In the first half of 2024, the total value of the Company’s logistics operations in China was RMB25.25 billion. The Company has a total of 29 national logistics centers, including 20 normal temperature distribution centers and 9 constant temperature distribution centers. The delivery scope of the logistics centers covered 29 provinces and cities in China, with a total logistics operation area of 800,000 square meters and 2,163 employees. The Company curtailed the operation area and reduced the usage of recyclable consumables through optimizing logistics warehouse network planning, and focused on refined operation and social services to improve profitability. The Company promoted flexible supply chain program to enhance the punctuality of timed delivery; carried out label management for each batch of standardized fresh food, and the labelled goods had 380 SKUs, optimizing the visual delivery process and improving the efficiency of goods delivery.

7. Food Safety

During the Reporting Period, the Company continuously improved the Company’s rules, management standards and process operation regarding food safety, updated and issued 33 rules, process and operation guidelines on the Company’s food safety management.

The Company carried out the cultural publicity activity of “Food Safety Liability on All Staff”, 17,000 core management cadres from supply chain and stores signed the Food Safety Responsibility Statement.

The Company organized Yonghui Testing Stations to test a total of 631,000 batches of farm products by themselves, the pass rate under quick testing improved by 3% year on year.

The Company conducted reviews on food safety, goods and products, data accuracy, customer services, sanitary equipment, and completed on-site reviews on 940 stores, achieving significant improvement in food safety standards at store level.

The Company constantly enhanced the management system of food safety risk and quality improvement from the source of supply chain through multiple initiatives.

To timely formulate, implement and improve freshness preservation plans for major seasonal goods such as “waxberry”, “Shine Muscat grapes” in the warehouses of origin place to control food safety risks;

– 832 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP

To continuously optimize supplier structure to increase the proportion of quality suppliers under self-owned brands;

To establish a special support team and ensure our suppliers’ compliant operation, to help companies we cooperate with improve quality management;

To increase communication with peers such as Pangdonglai and learn from them, and draw lessons from their advanced management experience, to enhance food safety management of the overall supply chain.

The Company improved the List of Food Safety Risk Management at store level based on its business operation characteristics, to ensure that daily control, weekly inspection and monthly mobilization are fully implemented at all levels. The Company conducted regular training sessions on food safety, to increase staff’s professional knowledge and improve their abilities to respond to risks, publicized and provided training sessions such as the Guidance on Handling Food Safety Risks from Catering Store and Canteen through online empowerment, and approved the Special Inspection on Food Safety during Spring Festival, the Risk Alert and Operation Guidance Marked at the Origin Place of Farm Products, the Risk Alert and Prevention Guidance on the Mildew of Rice, Noodles and Bakery Food, the Risk Alert and Special Inspection on Fresh -cut Fruits and Vegetables, the “March 15” Special Activities of 2024, the Risk Alert and Operation Guidance on Food Safety Risks in Summer and Autumn, the Risk Alert and Inspection Guidance on Seasonal Food “Zongzi”, the Risk Alert and Operation Guidance on Food Safety Risks from Catering Store and Canteen and other plans, to help stores continuously optimize food safety operation practices and improve goods quality and safety.

8. Digital Development

In the first half of 2024, Yonghui Technologies went into every business division, applied technologies in various business scenarios, helped business accelerate digital transformation and realize model innovation, to comprehensively improve operating efficiency.

As of June 30, 2024, 487 employees in the technology department worked together with various departments to continuously enhance business efficiency and refine inventory management at stores and online warehouses. The Company promoted the application of digital tools and achieved systematic inbound and outbound operation of goods, diminishing manual operation and accelerating the inventory digestion efficiency of obsolete goods

Materialchanges in the operation of the Company during the Reporting Period and events that occurred during the Reporting Period that have hada significant impact on the operation of the Company and are expected to have a significant impact in the future

Applicable Not<br> applicable
IV. Main Operations during the Reporting Period
--- ---
(I) Analysis of principal businesses
--- ---
1 Analysis on changes in relevant items in financial statement
--- ---
Unit: Yuan Currency: RMB
--- --- --- ---
Item Amount for the<br><br> <br>current period Amount for the<br><br> <br>same period of<br><br> <br>last year Change
(%)
Operating<br> income 37,779,186,915.06 42,027,399,571.78 -10.11
Operating<br> cost 29,628,245,252.09 32,786,165,503.87 -9.63
Selling<br> expenses 6,513,523,191.26 7,264,482,947.30 -10.34
Administrative  expenses 888,283,638.63 945,434,502.57 -6.04
Finance<br> cost 629,889,827.01 667,150,474.23 -5.59
Research<br> and development expenses 133,685,051.80 207,361,419.05 -35.53
– 833 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
Item Amount for the<br><br> <br>current period Amount for the<br><br> <br>same period of<br><br> <br>last year Change
--- --- --- ---
(%)
Other<br> income 49,296,614.54 76,204,238.58 -35.31
Investment<br> income 275,981,109.67 121,781,506.96 126.62
Gains<br> on changes in fair value -183,828,045.27 -21,006,851.52 N/A
Credit<br> impairment losses 15,003,996.73 -18,698,565.71 N/A
Income<br> tax expenses 112,956,087.98 179,642,343.20 -37.12
Net<br> cash flows from operating activities 2,939,805,871.88 2,587,185,124.84 13.63
Net<br> cash flows from investment activities -1,602,807,066.72 339,673,519.25 -571.87
Net<br> cash flows from financing activities -2,147,697,794.38 -5,539,017,546.14 N/A

Reasons for the change in operating income: on the one hand, the competition in the retail industry was seriously intense. The consumption habits of some consumers have changed due to the general environmental factors, and consumers have higher requirements for product quality, service and shopping experience, the customer flow and customer orders of the Company decreased to a certain extent; on the other hand, as the Company voluntarily closed the stores with poor performance, the overall revenue of the Company for the Reporting Period decreased as compared with the same period of last year.

Reasons for the change in selling expenses: mainly due to the decrease in the number of stores in operation of the Company, cost reduction and efficiency enhancement.

Reasons for the change in research and development expenses: mainly due to the decrease in R&D investment and staff optimization as the preliminary development of the information system has been basically completed.

Reasons for the change in other income: mainly due to the decrease in government subsidies received.

Reasons for the change in investment income: mainly due to the increase in dividends received from the fund wealth management products.

Reasons for the change in gains on changes in fair value: mainly due to the decrease in fair value of the fund wealth management products after paying dividends.

Reasons for the change in credit impairment losses: mainly due to the increase in the reversal of bad debts of factoring receivables for the year.

Reasons for the change in income tax expense: mainly due to the decline in profit, which led to the decrease in income tax expense.

Reasons for the change in net cash flows from operating activities: mainly due to the decrease in the payment for the purchase of goods as compared with the last year as the accounts payable was not due.

Reasons for the change in net cash flows from investment activities: mainly due to the increase in wealth management products purchased by the Company during the Reporting Period.

Reasons for the change in net cash flows from financing activities: the decrease in the Company’s net loan repayment for the year as compared with the same period of last year.

2 Particulars of material changes in the Company’s business type, profit composition or profit sources during the period
Applicable Not<br> applicable
--- --- --- ---
– 834 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
(1). Principal businesses by sector, product, geographical region and sales model
--- ---
Unit: 0’000 Yuan Currency: RMB
--- --- --- --- --- --- ---
Principal businesses by sector
By sector Operating<br><br> <br>income Operating<br><br> <br>cost Gross<br><br> <br>profit<br><br> <br>margin Change in<br><br> <br>operating<br><br> <br>income over<br><br> <br>last year Change in<br><br> <br>operating<br><br> cost over<br><br> <br>last year Change in<br><br> <br>gross profit<br><br> <br>margin over<br><br> <br>last year
(%) (%) (%) (%)
Retail<br> industry 3,536,379.29 2,947,644.74 16.65 -9.45 -9.59 Increased<br> by 0.13 percentage point
Service<br> industry 241,539.40 15,179.79 93.72 -18.72 -16.89 Decreased<br> by 0.13 percentage point
Principal businesses by product
--- --- --- --- --- --- ---
By product Operating<br><br> <br>income Operating<br><br> <br>cost Gross<br><br> <br>profit<br><br> <br>margin Change in<br><br> <br>operating<br><br> <br>income over<br><br> <br>last year Change in<br><br> <br>operating<br><br> <br>cost over<br><br> <br>last year Change in<br><br> <br>gross profit<br><br> <br>margin over<br><br> <br>last year
(%) (%) (%) (%)
Fresh<br> products and  processing 1,359,688.60 1,190,343.29 12.45 -20.44 -19.74 Decreased<br> by 0.77 percentage point
Food<br> supplies (including clothing) 2,176,690.69 1,757,301.45 19.27 -0.90 -1.12 Increased<br> by 0.18 percentage point
Principal businesses by geographical region
--- --- --- --- --- --- ---
By region Operating<br><br> <br>income Operating<br><br> <br>cost Gross<br><br> <br>profit<br><br> <br>margin Change in<br><br> <br>operating<br><br> <br>income over<br><br> <br>last year Change in<br><br> <br>operating<br><br> <br>cost over<br><br> <br>last year Change in<br><br> <br>gross profit<br><br> <br>margin over<br><br> <br>last year
(%) (%) (%) (%)
Southeast<br> China 591,933.64 475,145.90 19.73 -10.89 -13.11 Increased<br> by 2.05 percentage points
North<br> China 381,895.20 317,595.01 16.84 -7.15 -6.76 Decreased<br> by 0.34 percentage point
East<br> China 807,966.21 681,059.22 15.71 -11.84 -11.57 Decreased<br> by 0.25 percentage point
West<br> China 703,640.73 589,821.34 16.18 -8.78 -7.85 Decreased<br> by 0.85 percentage point
– 835 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
Principal businesses by geographical region
--- --- --- --- --- --- ---
By region Operating<br><br> <br>income Operating<br><br> <br>cost Gross<br><br> <br>profit<br><br> <br>margin Change in<br><br> <br>operating<br><br> <br>income over<br><br> <br>last year Change in<br><br> <br>operating<br><br> <br>cost over<br><br> <br>last year Change in<br><br> <br>gross profit<br><br> <br>margin over<br><br> <br>last year
(%) (%) (%) (%)
Southwest<br> China 602,741.06 507,224.76 15.85 -5.34 -5.00 Decreased<br> by 0.30 percentage point
South<br> China 160,315.72 134,442.76 16.14 -9.37 -10.27 Increased<br> by 0.84 percentage point
Central<br> China 287,886.73 242,355.75 15.82 -12.36 -13.10 Increased<br> by 0.73 percentage point
Principal businesses by sales model
--- --- --- --- --- --- ---
Sales model Operating<br><br> <br>income Operating<br><br> <br>cost Gross<br><br> <br>profit<br><br> <br>margin Change in<br><br> <br>operating<br><br> <br>income over<br><br> <br>last year Change in<br><br> <br>operating<br><br> <br>cost over<br><br> <br>last year Change in<br><br> <br>gross profit<br><br> <br>margin over<br><br> <br>last year
(%) (%) (%) (%)
Retail 3,536,379.29 2,947,644.74 16.65 -9.45 -9.59 Increased<br> by 0.13 percentage point
Others 241,539.40 15,179.79 93.72 -18.72 -16.89 Decreased<br> by 0.13 percentage point

Description on the principal businesses by sector, product, geographical region and sales model

The geographical distribution is as follows:

Southeast China: Fujian, Jiangxi

North China: Beijing, Tianjin, Hebei, Liaoning, Jilin, Heilongjiang, Inner Mongolia

East China: Jiangsu, Zhejiang, Shanghai, Anhui

West China: Chongqing, Guizhou, Yunnan, Hubei, Hunan

Southwest China: Sichuan, Xizang, Shaanxi, Gansu, Qinghai, Ningxia

South China: Guangdong, Guangxi

Central China: Shanxi, Shandong, Henan

– 836 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
(2). Statement of Cost Analysis
--- ---
Unit: 0’000 Yuan
--- --- --- --- --- --- --- ---
By sector
By sector Cost<br><br> <br>components Amount for<br><br> <br>the current<br><br> <br>period Percentage<br><br> <br>of total<br><br> <br>cost for the<br><br> <br>current<br><br> <br>period Amount<br><br> <br>for the<br><br> <br>corresponding<br><br> <br>period of<br><br> <br>last year Percentage<br><br> <br>of total cost<br><br> <br>for the<br><br> <br>corresponding<br><br> <br>period of<br><br> <br>last year Change in<br><br> <br>amount for the<br><br> <br>current period<br><br> <br>as compared<br><br> <br>with the<br><br> <br>corresponding<br><br> <br>period of<br><br> <br>last year Explanations
(%) (%) (%)
Retail<br> industry 2,947,644.74 99.49 3,260,352.59 99.44 -9.59
Service<br> industry 15,179.79 0.51 18,263.96 0.56 -16.89
By product
--- --- --- --- --- --- --- ---
By product Cost<br><br> <br>components Amount for<br><br> <br>the current<br><br> <br>period Percentage<br><br> <br>of total<br><br> <br>cost for the<br><br> <br>current<br><br> <br>period Amount<br><br> <br>for the<br><br> <br>corresponding<br><br> <br>period of<br><br> <br>last year Percentage<br><br> <br>of total cost<br><br> <br>for the<br><br> <br>corresponding<br><br> <br>period of<br><br> <br>last year Change in<br><br> <br>amount for the<br><br> <br>current period<br><br> <br>as compared<br><br> <br>with the<br><br> <br>corresponding<br><br> <br>period of<br><br> <br>last year Explanations
(%) (%) (%)
Fresh<br> products and processing 1,190,343.29 40.38 1,483,152.73 45.49 -19.74
Food<br> supplies and clothing 1,757,301.45 59.62 1,777,199.86 54.51 -1.12
(II) Significant changes to the profit resulting from non-principal business
--- ---
Applicable Not<br> applicable
--- --- --- ---
(III) Analysis of assets and liabilities
--- ---
Applicable Not<br> applicable
--- --- --- ---
1. Assets and liabilities
--- ---
Unit: Yuan
--- --- --- --- --- --- ---
Item Amount at the<br><br> <br>end of the<br><br> <br>current period Amount at<br><br> <br>the end of<br><br> <br>the current<br><br> <br>period as a<br><br> <br>percentage<br><br> <br>of total asset Amount at<br><br> <br>the end of the<br><br> <br>corresponding<br><br> <br>period of<br><br> <br>last year Amount at<br><br> <br>the end of<br><br> <br>the previous<br><br> <br>period as a<br><br> <br>percentage<br><br> <br>of total<br><br> <br>assets Change in<br><br> <br>amount for the<br><br> <br>current period<br><br> <br>as compared with<br><br> <br>the end<br><br> <br>of the<br><br> <br>corresponding<br><br> <br>period of last<br><br> <br>year Explanations
(%) (%) (%)
Loans<br> and advances (short-term) 537,340,391.79 1.03 -100.00 No<br> relevant business after the transfer of 65% equity interests in Yonghui Yunjin Technology Co., Ltd. during the Reporting Period
– 837 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
Item Amount at the<br><br> <br>end of the<br><br> <br>current period Amount at<br><br> <br>the end of<br><br> <br>the current<br><br> <br>period as a<br><br> <br>percentage<br><br> <br>of total asset Amount at<br><br> <br>the end of the<br><br> <br>corresponding<br><br> <br>period of<br><br> <br>last year Amount at<br><br> <br>the end of<br><br> <br>the previous<br><br> <br>period as a<br><br> <br>percentage<br><br> <br>of total<br><br> <br>assets Change in<br><br> <br>amount for the<br><br> <br>current period<br><br> <br>as compared with<br><br> <br>the end<br><br> <br>of the<br><br> <br>corresponding<br><br> <br>period of last<br><br> <br>year Explanations
--- --- --- --- --- --- ---
(%) (%) (%)
Financial<br> assets held for trading 2,709,808,027.29 5.70 735,971,777.07 1.41 268.19 Increase<br> in the structured deposit wealth management products purchased by the Company during the current period
Factoring<br> receivable 68,688,964.38 0.13 -100.00 No<br> relevant business after the transfer of 65% equity interests in Yonghui Yunjin Technology Co., Ltd. during the Reporting Period
Inventories 5,700,299,097.82 11.99 8,268,982,538.27 15.89 -31.06 Restocking<br> for the Spring Festival at the beginning of the year, and decrease in stocking resulting from optimization of the inventories as<br> at the end of the period
Loans<br> and advances 20,568,200.17 0.04 -100.00 No<br> relevant business after the transfer of 65% equity interests in Yonghui Yunjin Technology Co., Ltd. during the Reporting Period
Advance<br> receipts 276,593,321.13 0.58 106,067,963.44 0.20 160.77 Receipt<br> of equity transfer price of RMB200 million, for which the closing procedure has not completed during the Reporting Period
Long-term<br> borrowings 349,889,789.58 0.67 -100.00 Long-term<br> borrowings will be due in March 2025, which was reclassified to non-current liabilities due within one year
Estimated<br> liabilities 23,539,437.34 0.05 37,797,080.80 0.07 -37.72 Decrease<br> in the estimated liability arising from pending litigation or arbitration as at the end of the period
Other<br> comprehensive income 11,698,153.58 0.02 5,073,713.42 0.01 130.56 Change<br> in other comprehensive income of Fujian One Bank Co., Ltd. during the period
Minority<br> interests -1,296,651.15 0.00 -4,333,522.99 -0.01 N/A The<br> purchase of minority interests in Hubei Yonghui Zhongbai during the period
– 838 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
2. Overseas assets
--- ---
Applicable Not<br> applicable
--- --- --- ---
(1) Asset size
--- ---

Including: overseas assets of RMB393 million, accounting for 0.83% of total assets.

(2) Description on relatively high proportion of overseas assets
Applicable Not<br> applicable
--- --- --- ---
3. Restriction on material assets as of the end of the Reporting Period
--- ---
Applicable Not<br> applicable
--- --- --- ---

Please refer to VII. 33 in Section X Financial Report of this report

4. Other explanations
Applicable Not<br> applicable
--- --- --- ---
(IV) Analysis of investments
--- ---

Generalanalysis of external equity investment

Applicable Not<br> applicable

The Company continued to revitalize assets, bring cash inflow, and focus on its principal business during the Reporting Period.

(1). Major equity investment
Applicable Not<br> applicable
--- --- --- ---
(2). Major non-equity investment
--- ---
Applicable Not<br> applicable
--- --- --- ---
(3). Financial assets measured at fair value
--- ---
Applicable Not<br> applicable
--- --- --- ---
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- ---
Categories of<br><br> <br>assets Opening<br><br> <br>balance Gains or losses<br><br> <br>from changes in<br><br> <br>fair value for<br><br> <br>the period Accumulated<br><br> <br>changes in fair<br><br> <br>value included<br><br> <br>in equity Impairment<br><br> <br>provision made<br><br> <br>for the period Amount<br><br> <br>purchased for<br><br> <br>the period Amount<br><br> <br>disposed of/redeemed for<br><br> <br>the period Other changes Closing balance
Stocks 388,932,227.74 -40,821,861.00 -298,686,878.96 348,110,366.74
Others 3,998,519,668.57 -143,006,184.27 -151,969,100.69 2,880,000,000.00 1,113,653,511.72 42,403,273.82 5,664,263,246.40
Total 4,387,451,896.31 -183,828,045.27 -450,655,979.65 2,880,000,000.00 1,113,653,511.72 42,403,273.82 6,012,373,613.14
– 839 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP

Investment in securities

Applicable Not<br> applicable
Unit: Yuan Currency: RMB
--- --- --- --- --- --- --- --- --- --- --- --- ---
Type of securities Securities code Abbreviation<br><br> <br>of securities Initial investment<br><br> <br>cost Source of funds Opening carrying amount Gains or losses from  changes in fair value<br><br> <br>for the period Accumulated changes in fair value included in equity Amount purchased for the period Amount disposed of for the period Gains or losses from Investment for the period Closing carrying amount Accounting items
Stock ADV Advantage<br> Solutions 646,797,245.70 Self-owned<br> funds 388,932,227.74 -40,821,861.00 -298,686,878.96 348,110,366.74 Financial<br> asset held for trading
Total / / 646,797,245.70 / 388,932,227.74 -40,821,861.00 -298,686,878.96 348,110,366.74 /
– 840 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP

Explanations on investment in securities

Applicable Not<br> applicable

Investment in private equity funds

Applicable Not<br> applicable

Investment in derivatives

Applicable Not<br> applicable
(V) Material<br> asset and equity disposal
--- ---
Applicable Not<br> applicable
--- --- --- ---
1. The<br> Company held the 11th meeting of the fifth session of the board of directors on December<br> 13, 2023, and held the third extraordinary general meeting in 2023 on December 29, 2023,<br> at which the Resolution on the Disposal of Assets was considered and approved. The Company<br> disposed its 388,699,998 shares in Dalian Wanda Commercial Management Group Co., Ltd. to<br> Dalian Yujin Trading Co., Ltd. (大連禦錦貿易有限公司)<br> (“Dalian Yujin”) at the transfer price of RMB4,530,059,250.07. According to the<br> Transfer Agreement entered into between the Company and Dalian Yujin, the aforesaid transaction<br> consideration would be paid by Dalian Yujin in eight installments.
--- ---

The Company held the sixteenth meeting of the fifth session of the board of directors and the first extraordinary general meeting of the Company in 2024 on August 12, 2024, at which the Resolution on the Proposal on Adjusting the Asset Disposal Plan was considered and approved. The Company entered into the Supplementary Agreement to the Transfer Agreement with Dalian Yujin, Mr. Wang Jianlin (王健林), Mr. Sun Xishuang ( 孫喜雙) and Dalian Yifang Group Co., Ltd. (大連一方集團有限公司), which adjusted the payment scheme and added Mr. Wang Jianlin, Mr. Sun Xishuang and Dalian Yifang Group Co., Ltd. as the guarantors of the transaction. The remaining shares transfer price amounted to RMB3,839,089,070.93 in total, which would be paid in eight instalments (namely the third to tenth instalments, of which the third instalment has been paid in full by June 30, 2024). As of the disclosure date of this report, the Company has received a total shares transfer price of RMB890,970,179.14. The remaining shares transfer price in this transaction was RMB3,639,089,070.93 in total, and the number of shares transferred corresponding to remaining transfer price was 310,115,364 shares.

2. During<br> the Reporting period, the Company transferred its 136,000,000 shares in Chengdu Hongqi Chain<br> Co., Ltd. (成都紅旗連鎖股份有限公司股份)<br> to Sichuan Commercial Investment Co., Ltd. (四川商投投資有限責任公司)<br> (“Sichuan Commercial Investment”), representing approximately 10% of the total<br> share capital of Hongqi Chain. On June 17, 2024, the Company received the Notification Letter<br> issued by Sichuan Commercial Investment, which stated that Sichuan Commercial Investment<br> received the Reply on Approving the Acquisition of the Control Right of Chengdu Hongqi Chain<br> Co., Ltd. by Sichuan Commercial Investment Group (Chuan Guo Zi Han [2024] No. 77) issued<br> by the State-owned Assets Supervision and Administration Commission of the Sichuan Province<br> and the Reply on the Acquisition of the Control Right of Hongqi Chain by Sichuan Commercial<br> Investment Co., Ltd., a Subsidiary of Sichuan Rural Development Group Co., Ltd. (Si Chuan<br> Shang Tou [2024] No. 63), and obtained the Decision on Non-Prohibition of Anti-Monopoly Review<br> on Business Operators Concentration (Fan Zhi Er Shen Cha Jue Ding [2024] No. 147) issued<br> by the State Administration for Market Regulation. The entry-into-force conditions of the<br> agreement stipulated in the Share Transfer Agreement have been satisfied, the transaction<br> agreement has come into effect. As of the disclosure date of this report, the relevant transaction<br> is still undergoing transfer procedure with the Shenzhen Stock Exchange.
– 841 –
APPENDIX V MANAGEMENT DISCUSSION AND ANALYSIS OF THE TARGET GROUP
3. During<br> the Reporting Period, the Company disposed its 65% equity interests in Yonghui Yunjin Technology<br> Co., Ltd. (永輝雲金科技有限公司)<br> (“Yunjin Technology”) to Shanghai Paihui Technology Co., Ltd. (上海派慧科技有限公司)<br> at a total transfer price of RMB377,762,864.53. During the Reporting Period, the Company<br> has received the all transfer price. Upon the completion of this transaction, the Company<br> still held 35% equity interests in Yunjin Technology.
--- ---
(VI) Analysis<br> of major subsidiaries and investee companies
--- ---
Applicable Not<br> applicable
--- --- --- ---

Unit:0’000 Yuan Currency: RMB

Company abbreviation Industry Registered capital Total assets Net assets Net profit Operating income Operating profit
Fujian Yuntong Logistics distribution industry 10,000.00 186,235.34 41,770.79 14,601.70 647,844.10 15,595.05
Yonghui Logistics Logistics distribution industry 10,000.00 181,353.55 40,408.41 9,987.11 318,932.67 10,771.10
Chengdu Commercial Logistics distribution industry 13,000.00 118,581.85 29,969.77 7,282.04 390,027.22 8,166.84
Sichuan Yonghui Commercial Retail Industry 100,000.00 388,480.44 76,858.36 3,268.58 461,548.49 4,476.06
Chongqing Yonghui Commercial Retail Industry 71,440.00 429,666.91 43,290.33 2,145.61 543,109.37 3,984.35
(VII) Information<br> about the structured entities controlled by the Company
--- ---
Applicable Not<br> applicable
--- --- --- ---
V. Other<br> disclosures
--- ---
(i) Potential risks
--- ---
Applicable Not<br> applicable
--- --- --- ---
(ii) Others
--- ---
Applicable Not<br> applicable
--- --- --- ---
– 842 –
APPENDIX VI GENERAL INFORMATION
I. RESPONSIBILITY<br> STATEMENT
--- ---

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable inquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

II. DISCLOSURE<br> OF INTERESTS
(a) Directors’ and Chief Executive’s Interests and Short Positions in Shares and Underlying Shares and Debentures of the Company or Any of Its Associated Corporations
--- ---

To the best of the knowledge of the Directors, as at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company or its associated corporations within the meaning of Part XV of the SFO, which were required (a) to be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) to be recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO; or (c) as otherwise notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) set out in Appendix C3 to the Listing Rules were as follows:

Name of Director Nature of interest Number<br> of<br><br> ordinary shares Number<br> of Shares<br><br> underlying <br><br> outstanding <br><br> options/restricted <br><br> shares/restricted <br><br> share units granted Approximate % of shareholding in our Company^(1)^
Mr. Ye Interest in controlled 789,541,061 ^(2)^(L) 62.8 %
corporations/founder 14,000,000 ^(2)^(S) 1.1 %
of a discretionary
trust/beneficiary of a
trust/interest of
spouse
Ms. XU Lili Beneficial interest 20,000 ^(3)^(L) 0.002 %
Mr. ZHU Yonghua Beneficial interest 50,528 ^(4)^(L) 0.004 %

Notes:

(1) The<br> calculation is based on the total number of 1,256,280,037 Shares in issue as at the Latest<br> Practicable Date. The letter “L” stands for long position and the letter “S”<br> stands for short position.
(2) Represents<br> (i) 328,290,482 Shares held by Mini Investment Limited; (ii) 203,401,382 Shares held by YGF<br> MC Limited; and (iii) 257,849,197 Shares held by YYY MC Limited. The short position represents<br> Mr. Ye, through an entity controlled under YGF Trust, has delivered a total of 14,000,000<br> shares under credit support arrangement with a return obligation. For further details of<br> Mr. Ye’s interest in our Company, please see the section headed “Substantial<br> Shareholders’ Interests and Short Positions in Shares and Underlying Shares”.
--- ---
(3) Represents<br> Ms. Xu’s entitlement to receive up to 20,000 Shares pursuant to the exercise of options<br> granted to her under the 2020 Share Incentive Plan.
--- ---
(4) Represents<br> Mr. Zhu’s entitlement to receive up to 29,476 Shares pursuant to the vesting of RSUs<br> granted to him under the 2020 Share Incentive Plan and his beneficial interest in 21,052<br> Shares.
--- ---

Save as disclosed above, as at the Latest Practicable Date, so far as is known to any Director or the chief executive of the Company, none of the Directors nor the chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which (a) were required to be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO; (b) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (c) were required, pursuant to the Model Code, to be notified to the Company and the Hong Kong Stock Exchange.

– 843 –
APPENDIX VI GENERAL INFORMATION
(b) Substantial<br> Shareholders’ Interests and Short Positions in Shares and Underlying Shares
--- ---

As at the Latest Practicable Date, the following persons (other than the Directors and chief executive of the Company whose interests have been disclosed in this circular), had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company and the Hong Kong Stock Exchange pursuant to Divisions 2 and 3 of Part XV of the SFO or as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO:

Name of <br><br> Shareholder Nature<br> of interest Number<br> of <br><br> ordinary shares Approximate % of shareholding in our Company^(1)^
YYY<br> MC Limited^(2)^ Beneficial<br> interest 257,849,197 (L) 20.5 %
YYY<br> Development Limited^(2)^ Interest in<br> controlled corporation 257,849,197 (L) 20.5 %
YGF<br> MC Limited^(3)^ Beneficial interest 203,401,382 (L) 16.2 %
Mini<br> Investment Limited^(4)^ Beneficial interest 328,290,482 (L) 26.1 %
14,000,000 (S) 1.1 %
YGF<br> Development Limited^(4)^ Interest in<br> controlled corporation 328,290,482 (L) 26.1 %
14,000,000 (S) 1.1 %
Mr.<br> Ye^(2)(3)(4)(5)^ Interest in<br> controlled corporations/founder 789,541,061 (L) 62.8 %
of a discretionary<br> trust/beneficiary 14,000,000 (S) 1.1 %
of a trust/interest of spouse
Ms.<br> Yang^(2)(3)(4)(5)^ Interest in<br> controlled corporations/founder 789,541,061 (L) 62.8 %
of a discretionary<br> trust/beneficiary of a trust/interest of spouse 14,000,000 (S) 1.1 %

Notes:

(1) The<br> calculation is based on the total number of 1,256,280,037 Shares in issue as at the Latest<br> Practicable Date. The letter “L” stands for long position and the letter “S”<br> stands for short position.
(2) YYY<br> MC Limited is wholly-owned by YYY Development Limited, a limited liability company incorporated<br> under the laws of BVI. All shares of YYY Development Limited are held by TMF (Cayman) Ltd.<br> on behalf of YYY Trust, with TMF (Cayman) Ltd. as the trustee, and Ms. Yang and her family<br> members as beneficiaries. Ms. Yang is both the settlor and protector of YYY Trust and is<br> deemed to be the controlling person of the YYY Trust. Under the SFO, Ms. Yang is deemed to<br> be interested in all the interests in our Company held by YYY MC Limited.
--- ---
(3) YGF<br> MC Limited is wholly-owned by Mr. Ye and Mr. Ye is a director of YGF MC Limited.
--- ---
(4) Mini<br> Investment Limited is wholly-owned by YGF Development Limited, a limited liability company<br> incorporated under the laws of BVI. All shares of YGF Development Limited are held by TMF<br> (Cayman) Ltd. on behalf of YGF Trust, with TMF (Cayman) Ltd. as the trustee, and Mr. Ye and<br> his family members as beneficiaries. Mr. Ye is both the settlor and the protector of YGF<br> Trust and is deemed to be the controlling person of the YGF Trust. Under the SFO, Mr. Ye<br> is deemed to be interested in all the interests in our Company held by Mini Investment Limited<br> and Mr. Ye is also a director of Mini Investment Limited.
--- ---
(5) Mr.<br> Ye and Ms. Yang are spouses, and are therefore deemed to be interested in the equity interests<br> held by each other.
--- ---
– 844 –
APPENDIX VI GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, no person, other than the Directors whose interests are set out in the section headed “Directors’ and Chief Executive’s Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or any of its Associated Corporations” had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company and the Hong Kong Stock Exchange pursuant to Divisions 2 and 3 of Part XV of the SFO, or which were required to be recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO.

III. DIRECTORS’<br> INTERESTS
(a) Interest in service contracts
--- ---

As at the Latest Practicable Date, none of the Directors had entered, or was proposing to enter, into any service contract with any member of the Group (excluding contracts expiring or determinable by such member of the Group within one year without payment of compensation (other than statutory compensation)).

(b) Interest<br> in competing business

As at the Latest Practicable Date, none of the Directors or their respective close associate is or was interested in any business apart from the Group’s business, that competes or is likely to compete, either directly or indirectly, with the Group’s business.

(c) Interest<br> in assets

Reference is made to the announcement of the Company dated August 30, 2024 in relation to, amongst others, the connected transaction of the Company for the lease agreement entered into with Miniso (Zhaoqing) Industrial Investment Co., Ltd. as the landlord and a connected person of the Company which is indirectly wholly-owned by a director of our Company, pursuant to which a right-of-use asset of approximately RMB63.6 million has been recognized by the Group as the lessee in accordance with IFRS 16.

Save as disclosed therein, as at the Latest Practicable Date, none of the Directors had any direct or indirect interests in any assets which had been, since December 31, 2023, being the date of which the latest published audited consolidated financial statements of the Group were made up, acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

(d) Interests<br> in contract or arrangement

As at the Latest Practicable Date, there is no contract or arrangement subsisting in which any of the Directors is materially interested and which is significant in relation to the business of the Group.

IV. LITIGATION

In August 2022, a putative federal securities class action was filed against the Company and certain of its officers and Directors (“Defendants”), alleging that Defendants made misleading misstatements or omissions regarding the Company’s business operations and financials in violation of the Securities Act of 1933 and the Securities Exchange Act of 1934. The action is captioned In re MINISO Group HoldingLimited Securities Litigation, 1:22-cv-09864 (S.D.N.Y.). The lead plaintiff selection process was completed in November 2022 and an amended complaint was filed shortly thereafter. The court granted Defendants’ motion to dismiss in February 2024 with leave to amend. Plaintiffs filed a motion for reconsideration of the court’s decision in late March 2024, to which Defendants have timely responded. Decision on plaintiffs’ motion for reconsideration is pending. Because the case remains in its preliminary stage, Defendants are unable to predict the outcome of the action or estimate the potential losses, if any.

– 845 –
APPENDIX VI GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, no member of the Group was or is engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was or is known to the Directors to be pending or threatened by or against any members of the Group.

V. MATERIAL<br> ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial position or trading position of the Group since December 31, 2023, being the date to which the latest published audited financial statements of the Company were made up.

VI. MATERIAL<br> CONTRACTS

The following contracts (not being contracts in the ordinary course of business) have been entered into by members of the Group within the two years immediately preceding the date of this circular and are or may be material:

(a) Dairy<br> Farm Share Purchase Agreement; and
(b) Jingdong<br> Share Purchase Agreement.
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VII. EXPERT<br> AND CONSENT
--- ---

The following is the qualification of the expert or professional adviser who has given opinion or advice contained in this circular:

Name Qualification
KPMG Certified<br> Public Accountants
--- ---
Public<br> Interest Entity Auditor registered in accordance with the Accounting and Financial Reporting Council Ordinance

The above expert has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and/or report and references to its name in the form and context in which they respectively appear.

As at the Latest Practicable Date, the above expert (a) did not have any shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group; and (b) was not interested, directly or indirectly, in any assets which have been or are proposed to be acquired or disposed of by or leased to any member of the Group since December 31, 2023, being the date to which the latest published audited financial statements of the Company were made up.

VIII. DOCUMENTS<br> ON DISPLAY

Copies of the below documents will be on display from the date of this circular up to and including the date of the EGM (being not less than 14 days) on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (https://ir.miniso.com):

(a) the<br> material contracts referred to in the section headed “Material Contracts” in<br> this appendix;
(b) the<br> report on the unaudited pro forma financial information of the Group issued by KPMG as set<br> out in Appendix III to this circular; and
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(c) the<br> letter of consent referred to in the section headed “Expert and Consent” in this<br> appendix.
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– 846 –
APPENDIX VI GENERAL INFORMATION
IX. GENERAL
--- ---
(a) The<br> address of the registered office of the Company is the offices of Maples Corporate Services<br> Limited at PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.
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(b) The<br> head office and principal place of business in the PRC of the Company is 8/F, M Plaza, No.<br> 109, Pazhou Avenue, Haizhu District, Guangzhou 510000, Guangdong Province, China.
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(c) The<br> address of the principal place of business in Hong Kong of the Company is Flats B-D, 35/F,<br> Plaza 88, 88 Yeung Uk Road, Tsuen Wan, the New Territories, Hong Kong.
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(d) The<br> Company’s Hong Kong branch share registrar is Computershare Hong Kong Investor Services<br> Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai,<br> Hong Kong.
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(e) The<br> Company’s principal share registrar and transfer office is Maples Fund Services (Cayman)<br> Limited at PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands.
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(f) The<br> joint company secretaries of the Company are Mr. Zhang Jingjing and Ms. Wong Hoi Ting. Mr.<br> Zhang Jingjing is the chief financial officer and vice president of the Company. Ms. Wong<br> Hoi Ting is an associate of both The Hong Kong Chartered Governance Institute and The Chartered<br> Governance Institute in the United Kingdom.
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– 847 –
NOTICE OF EXTRAORDINARY GENERAL MEETING

MINISOGroup Holding Limited

名創優品集團控股有限公司

(Acompany incorporated in the Cayman Islands with limited liability)

(NYSE: MNSO; HKEX: 9896)

NOTICEOF EXTRAORDINARY GENERAL MEETING

NOTICEIS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of MINISO Group Holding Limited (the “Company”) will be held at Flats B-D, 35/F, Plaza 88, 88 Yeung Uk Road, Tsuen Wan, the New Territories, Hong Kong on January 17, 2025 at 11:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

THAT

1. the<br> Dairy Farm Share Purchase Agreement (as defined in the circular dated November 22, 2024 despatched<br> to the shareholders of the Company (the “Circular”), a copy of which has<br> been produced to the EGM marked “A” and signed by the chairman of the EGM for<br> the purpose of identification) and the transactions contemplated thereunder be and are hereby<br> approved, confirmed and ratified;
2. the<br> Jingdong Share Purchase Agreement (as defined in the Circular, a copy of which has been produced<br> to the EGM marked “B” and signed by the chairman of the EGM for the purpose of<br> identification, together with the Dairy Farm Share Purchase Agreement, the “Share Purchase Agreements”), and the transactions contemplated thereunder be and are<br> hereby approved, confirmed and ratified; and
--- ---
3. any<br> one of the directors of the Company be and is hereby authorized to do all such acts and things<br> incidental to the Share Purchase Agreements as he/she considers necessary, desirable, or<br> expedient in connection with the implementation of or giving effect to the Share Purchase<br> Agreements and the transactions contemplated thereunder.”
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SHARE RECORD DATE AND ADS RECORD DATE

The board of directors has fixed the close of business on December 6, 2024 (Hong Kong Time) as the record date (the “Share RecordDate”) of the Company’s shares. Holders of record of the Company’s shares (as of the Share Record Date) are entitled to attend and vote at the EGM and any adjourned meeting thereof. Holders of American depositary shares (the “ADSs”) as of the close of business on December 6, 2024 (New York Time) (the “ADS Record Date”), who wish to exercise their voting rights for the underlying shares must give voting instructions either directly to The Bank of New York Mellon, the depositary of the ADSs, if ADSs are held directly on the books and records of The Bank of New York Mellon, or indirectly through a bank, brokerage or other securities intermediary if ADSs are held by any of them on behalf of holders, as the case may be.

– 848 –
NOTICE OF EXTRAORDINARY GENERAL MEETING

ATTENDING THE EGM

Only holders of record of the Company’s shares as of the Share Record Date are entitled to attend and vote at the EGM. All officers and agents of the Company reserve the right to refuse any person entry to the EGM venue, or to instruct any person to leave the EGM venue, where such officer or agent reasonably considers that such refusal or instruction is or may be required for the Company or any other person to be able to comply with applicable laws and regulations. The exercise of such right to refuse entry or instruct to leave shall not invalidate the proceedings at the EGM.

PROXY FORMS AND ADS VOTING CARDS

A holder of the Company’s shares as of the Share Record Date may appoint a proxy to exercise his or her rights at the EGM. A holder of ADSs as of the ADS Record Date will need to directly instruct The Bank of New York Mellon, the depositary of the ADSs, if ADSs are held directly by holders on the books and records of The Bank of New York Mellon, or instruct a holder’s a bank, brokerage or other securities intermediary if the ADSs are held by any of them on behalf of holders, as the case may be, as to how to vote the shares represented by the ADSs. Please refer to the proxy form (for holders of the shares) which is available on our website at https://ir.miniso.com.

Holders of record of the Company’s shares on the Company’s register of members as of the Share Record Date are cordially invited to attend the EGM in person. Your vote is important. You are urged to complete, sign, date, and return the accompanying proxy form to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (for holders of the shares) or your voting instructions to The Bank of New York Mellon, if your ADSs are held directly on the books and records of The Bank of New York Mellon, or to your bank, brokerage or other securities intermediary, if your ADSs are held by any of them on your behalf, as the case may be (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. This proxy form must be completed, signed and deposited at Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time for holding the meeting (i.e. before 11:00 a.m. on January 15, 2025) to ensure your representation at the EGM; and The Bank of New York Mellon must receive your voting instructions by the time and date specified in the ADS voting instruction card to enable the votes attaching to the shares represented by your ADSs to be cast at the EGM. For the avoidance of doubt, holders of treasury shares of the Company (if any) are not entitled to vote at the EGM.

By<br> Order of the Board
MINISO Group Holding Limited<br><br> <br>Mr. YE Guofu
Executive Director and Chairman

Hong Kong, November 22, 2024

Registered Office: Headquarters and principal place of business in China:
Maples Corporate Service Limited 8F, M Plaza
PO Box 309, Ugland House No. 109, Pazhou Avenue
Grand Cayman, KY1-1104 Haizhu District, Guangzhou 510000
Cayman Islands Guangdong Province
China

Asof the date of this notice, the board of directors of the Company comprises Mr. YE Guofu as executive Director, Ms. XU Lili, Mr. ZHUYonghua and Mr. WANG Yongping as independent non-executive Directors.

– 849 –

Exhibit 99.4

MINISOGroup Holding Limited

名創優品集團控股有限公司

(Acompany incorporated in the Cayman Islands with limited liability)

(StockCode: 9896)

FORM OFPROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, JANUARY 17, 2025

I/We*^(Note1)^________________________________________________________________________________________________________________of^(Note1)^__________________________________________________________________________________________________________________* being the registered holder(s) of_____________________________________shares*^(Note 2)^* of US$0.00001 each in the capital of MINISO Group Holding Limited (the “Company”), hereby appoint*^(Note3)^____________________________________________________________________________________ of^(Note3)^_________________________________________________________________________________________________________________* or failing him/her, the chairman of the extraordinary general meeting (the “EGM”) as my/our proxy to attend, act and vote for me/us and on my/our behalf at the EGM to be held at 11:00 a.m. on Friday, January 17, 2025 at Flats B-D, 35/F, Plaza 88, 88 Yeung Uk Road, Tsuen Wan, the New Territories, Hong Kong, and at any adjournment thereof for the purpose of considering and, if thought fit, passing with or without modification, the resolutions as set out in the notice of the EGM and to vote on my/our behalf as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matters properly put to the EGM in such manner as he/she thinks fit.

Ordinary Resolutions For*^(Note 4)^* Against*^(Note 4)^*
1. The<br> Dairy Farm Share Purchase Agreement (as defined in the circular dated November 22, 2024 despatched to the shareholders of the<br> Company (the “Circular”), a copy of which has been produced to the EGM marked “A” and signed by the<br> chairman of the EGM for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed<br> and ratified;
2. The<br> Jingdong Share Purchase Agreement (as defined in the Circular, a copy of which has been produced to the EGM marked “B”<br> and signed by the chairman of the EGM for the purpose of identification, together with the Dairy Farm Share Purchase Agreement, the<br> “Share Purchase Agreements”), and the transactions contemplated thereunder be and are hereby approved, confirmed<br> and ratified; and
3. Any<br> one of the directors of the Company be and is hereby authorized to do all such acts and things incidental to the Share Purchase Agreements<br> as he/she considers necessary, desirable, or expedient in connection with the implementation of or giving effect to the Share Purchase<br> Agreements and the transactions contemplated thereunder.

Dated this ________________ day of ________________________________________             Signature(s)^(Notes5 & 6)^________________________

Notes:

1. Full<br> name(s) and address(es) shall be inserted in BLOCK CAPITALS.
2. Please<br> insert the number of shares registered in your name(s) to which this form of proxy relates.<br> If no number is inserted, this form of proxy will be deemed to relate to all shares in the<br> capital of the Company registered in your name(s). If more than one proxy is appointed, the<br> number of shares in respect of which each such proxy so appointed must be specified.
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3. Full<br> name(s) and address(es) shall be inserted in BLOCK CAPITALS. If not completed,<br> the chairman of the meeting will act as your proxy. If any proxy other than the chairman<br> of the meeting is preferred, please strike out the words “the chairman of the EGM”<br> and insert the name and address of the proxy desired in the space provided. Any shareholder<br> of the Company entitled to attend and vote at the EGM is entitled to appoint any number of<br> proxies (who must be individuals) to attend and vote instead of him. A proxy need not be<br> a shareholder of the Company.
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4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK (“\I**”) THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST** ANYRESOLUTION, PLEASE TICK (“\I**”) THE BOX MARKED “Against”**.<br>Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her<br>discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
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5. If<br> the appointor is a corporation, this form must be under common seal or under the hand of<br> an officer, attorney, or other person duly authorised on that behalf.
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6. In<br> the case of joint holders, the signature of any one holder will be sufficient but the names<br> of all the joint holders should be stated. Where there are joint holders of any share of<br> the Company, any one of such joint holders may vote at the meeting, either in person or by<br> proxy, in respect of such share as if he/she were solely entitled thereto, but if more than<br> one of such joint holders be present at the meeting, the vote of the senior who tenders a<br> vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the<br> other joint holders, and for this purpose seniority shall be determined as that one of the<br> said persons so present whose name stands first on the register of members of the Company<br> in respect of such share shall alone be entitled to vote in respect thereof.
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7. To<br> be valid, this form of proxy must be completed, signed and deposited at the Hong Kong branch<br> share registrar of the Company, Computershare Hong Kong Investor Services Limited (for holders<br> of the Company’s shares), at 17M Floor, Hopewell Centre, 183 Queen’s Road East,<br> Wanchai, Hong Kong, together with the power of attorney or other authority (if any) under<br> which it is signed (or a notarially certified copy thereof), as soon as possible but in any<br> event not less than 48 hours before the time for holding the meeting (i.e. before 11:00 a.m. on<br> Wednesday, January 15, 2025). Completion and return of the form of proxy shall not preclude<br> a shareholder of the Company from attending and voting in person at the above meeting (or<br> any adjourned meeting thereof) if they so wish and in such event, this form of proxy shall<br> be deemed to be revoked.
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8. A<br> proxy need not be a shareholder of the Company.
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9. Any<br> alteration made to this form of proxy must be initialled by the person who signs it.
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PERSONALINFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the above meeting of the Company (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) have/has the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request shall be in writing by mail to Computershare Hong Kong Investor Services Limited at the above address.

Exhibit 99.5

MINISOGROUP HOLDING LIMITED

(Incorporated in the Cayman Islands with limited liability)

(NYSE Ticker: MNSO; HKEX: 9896)

Ballotfor EXTRAORDINARY General Meeting (or any adjournment thereof)held at Flats B-D, 35/F, Plaza 88, 88 Yeung Uk Road, Tsuen Wan, the New Territories, Hong Kong,

on January 17, 2025 at 11 a.m. (localtime)

I/We, ________________________________________________________________________________________________

Please Print Name(s)

of_____________________________________________________________________________________________________________________

Please Print Address(es)

the undersigned, being the registered holder(s) of _____________________ ordinary shares ^(Note 1)^, par value US$0.00001 per share, of MINISO Group Holding Limited (the “Company”), hereby cast my/our vote as follows:

PROPOSALS FOR<br><br>^(Note 2)^ AGAINST<br><br>^(Note 2)^
1. As an ordinary resolution,<br><br> <br><br><br> <br>the Dairy Farm Share Purchase Agreement (as defined in the circular<br> dated November 22, 2024 despatched to the shareholders of the Company (the “Circular”),<br> a copy of which has been produced to the EGM marked “A”<br> and signed by the chairman of the EGM for the purpose of identification) and the transactions contemplated thereunder be and are hereby<br> approved, confirmed and ratified; ¨ ¨
2. As an ordinary resolution,<br><br> <br><br><br> <br>the Jingdong Share Purchase Agreement (as defined in the Circular,<br> a copy of which has been produced to the EGM marked “B” and signed by the chairman of the EGM for the purpose of identification,<br> together with the Dairy Farm Share Purchase Agreement, the “Share Purchase Agreements”), and the transactions contemplated<br> thereunder be and are hereby approved, confirmed and ratified; and ¨ ¨
3. As an ordinary resolution,<br><br> <br><br><br> <br>any one of the directors of the Company be and is hereby authorized<br> to do all such acts and things incidental to the Share Purchase Agreements as he/she considers necessary, desirable, or expedient in connection<br> with the implementation of or giving effect to the Share Purchase Agreements and the transactions contemplated thereunder. ¨ ¨
Dated ______________________________, 2024 Signature(s) ^(Note 3)^ ___________________________________
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^1^ Please insert the number of shares registered in your name(s) to which this ballot relates. If no number<br>is inserted, this ballot will be deemed to relate to all the shares in the Company registered in your name(s).
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^2^ IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION,<br>TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST”.
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^3^ This ballot must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be executed under<br>the hand of an officer or attorney duly authorized to sign the same.
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Exhibit 99.6

Copyright © 2024 BetaNXT, Inc. or its affiliates. All Rights Reserved<br>styleIPC<br>Instructions to The Bank of New York Mellon, as Depositary<br>(Must be received prior to 12:00 P.M. (New York Time) on January 8, 2025)<br>The undersigned registered holder of American Depositary Receipts hereby requests and instructs The Bank of New York Mellon, as Depositary, to<br>endeavor, in so far as practicable, to vote or cause to be voted the amount of shares or other Deposited Securities represented by such Receipt of MINISO<br>Group Holding Limited registered in the name of the undersigned on the books of the Depositary as of the close of business December 6, 2024 at the<br>Extraordinary General Meeting of the Shareholders of MINISO Group Holding Limited to be held at Flats B-D, 35/F, Plaza 88, 88 Yeung UK Road, Tsuen<br>Wan, the New Territories, Hong Kong on January 17, 2025 at 11:00 A.M. (Local Time).<br>NOTE:<br>1. Please direct the Depositary how it is to vote by marking an X in the appropriate box opposite the resolution. It is understood that, if this form<br>is signed and returned but no instructions are indicated in the boxes, then a discretionary proxy will be given to a person designated by the<br>Company.<br>2. It is understood that, if this form is not signed and returned, the Depositary will deem such holder to have instructed the Depositary to give a<br>discretionary proxy to a person designated by the Company.<br>MINISO Group Holding Limited<br>PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE<br>MINISO Group Holding Limited<br>Extraordinary General Meeting of<br>Shareholders<br>For Shareholders of record as of December 6, 2024<br>Friday, January 17, 2025 11:00 AM, Local Time<br>P.O. BOX 8016, CARY, NC 27512-9903<br>Mail:<br> • Mark, sign and date your Proxy Card<br> • Fold and return your Proxy Card in the postage-paid<br>envelope provided<br>YOUR VOTE IS IMPORTANT!<br>PLEASE VOTE BY: 12:00 P.M. (New York Time) January 8, 2025.<br>Have your ballot ready and please use one<br>of the methods below for easy voting:<br>Your vote<br>matters!<br>Your control number<br>Have the 12 digit control number located in the box above<br>available when you access the website and follow the instructions.
MINISO Group Holding Limited Extraordinary General Meeting of<br>Please make your marks like this:<br>PROPOSAL YOUR VOTE<br>FOR AGAINST ABSTAIN<br>1. As an ordinary resolution, the Dairy Farm Share Purchase Agreement (as defined in the circular dated<br>November 22, 2024 despatched to the shareholders of the Company (the "Circular"), a copy of which has been<br>produced to the EGM marked "A" and signed by the chairman of the EGM for the purpose of identification) and<br>the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;<br>#P1# #P1# #P1#<br>2. As an ordinary resolution, the Jingdong Share Purchase Agreement (as defined in the Circular, a copy of which<br>has been produced to the EGM marked "B" and signed by the chairman of the EGM for the purpose of<br>identification, together with the Dairy Farm Share Purchase Agreement, the "Share Purchase Agreements"), and<br>the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and<br>#P2# #P2# #P2#<br>3. As an ordinary resolution, any one of the directors of the Company be and is hereby authorized to do all such<br>acts and things incidental to the Share Purchase Agreements as he/she considers necessary, desirable, or<br>expedient in connection with the implementation of or giving effect to the Share Purchase Agreements and the<br>transactions contemplated thereunder.<br>#P3# #P3# #P3#<br>Proposal_Page - VIFL<br>Authorized Signatures - Must be completed for your instructions to be executed.<br>Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees,<br>administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of<br>authorized officer signing the Proxy/Vote Form.<br>Signature (and Title if applicable) Date Signature (if held jointly) Date
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