新疆天润乳业股份有限公司 | 证券代码：600419 | 证券简称：天润乳业 | 公告编号：2025-043 | | --- | --- | --- | | 债券代码：110097 | 债券简称：天润转债 | | 新疆天润乳业股份有限公司 第八届董事会第二十二次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 一、董事会会议召开情况 （一）本次董事会会议的召开符合有关法律、行政法规、部门规章、规范性 文件和《公司章程》的规定，会议所做决议合法有效。 （二）本次董事会会议通知于 2025 年 8 月 11 日以电子邮件形式发出。 （三）本次董事会会议于 2025 年 8 月 21 日以通讯方式召开。 （四）本次董事会应参加表决董事 9 名，实际参加表决董事 9 名。 二、董事会会议审议情况 （一）审议通过了《新疆天润乳业股份有限公司 2025 年半年度报告及摘要》。 表决结果：同意 9 票，反对 0 票，弃权 0 票。 本议案已经公司第八届董事会审计委员会 2025 年第四次会议审议通过。 公司董事认为：《新疆 ...

Section I Definitions [Definitions of Common Terms](index=4&type=section&id=Definitions%20of%20Common%20Terms) This section provides definitions for key terms used in the report, including company names, related entities, subsidiaries, and financial periods, ensuring accuracy and consistency Common Terms Definitions | Common Term | Definition | | :--- | :--- | | China Securities Regulatory Commission | China Securities Regulatory Commission (CSRC) | | Shanghai Stock Exchange | Shanghai Stock Exchange (SSE) | | The Company, Terun Dairy | Xinjiang Terun Dairy Co., Ltd. | | State-owned Assets Supervision and Administration Commission of the Twelfth Division (Actual Controller) | State-owned Assets Supervision and Administration Commission of the Twelfth Division of Xinjiang Production and Construction Corps | | Twelfth Division State-owned Assets Company (Largest Shareholder) | Xinjiang Production and Construction Corps Twelfth Division State-owned Assets Investment and Development Group Co., Ltd. | | BingTuan Dairy (Second Largest Shareholder) | Xinjiang Production and Construction Corps Dairy Group Co., Ltd. | | Reporting Period | January 1, 2025 to June 30, 2025 | | Prior Period | January 1, 2024 to June 30, 2024 | Section II Company Profile and Key Financial Indicators [I. Company Information](index=4&type=section&id=I.%20Company%20Information) This section outlines the basic information of Xinjiang Terun Dairy Co., Ltd., including its Chinese name, abbreviation, English name, and legal representative Basic Company Information | Indicator | Content | | :--- | :--- | | Chinese Name | 新疆天润乳业股份有限公司 | | Chinese Abbreviation | 天润乳业 | | English Name | Xinjiang Terun Dairy Co., Ltd. | | Legal Representative | 刘让 | [II. Contact Persons and Information](index=4&type=section&id=II.%20Contact%20Persons%20and%20Information) This section provides contact details for the company's Board Secretary and Securities Affairs Representative, facilitating investor and stakeholder communication Contact Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | 冯育菠 | No. 2702, Wuchang Road, Economic and Technological Development Zone (Toutunhe District), Urumqi, Xinjiang | 0991-3960621 | 0991-3930013 | zqb600419@126.com | | Securities Affairs Representative | 陶茜 | No. 2702, Wuchang Road, Economic and Technological Development Zone (Toutunhe District), Urumqi, Xinjiang | 0991-3960621 | 0991-3930013 | zqb600419@126.com | [III. Brief Introduction to Changes in Basic Information](index=5&type=section&id=III.%20Brief%20Introduction%20to%20Changes%20in%20Basic%20Information) This section details the historical changes in the company's registered address and provides its current office address, postal code, and website - Company's registered address changed in December 2013 and December 2019, with the current address being No. 9-181, Dingxiang First Street, Urumqi Industrial Park, Xishan, Urumqi, Xinjiang[17](index=17&type=chunk) - Company's office address is No. 2702, Wuchang Road, Economic and Technological Development Zone (Toutunhe District), Urumqi, Xinjiang, postal code 830088, and website www.xjtrry.com[17](index=17&type=chunk) [IV. Brief Introduction to Changes in Information Disclosure and Document Custody Locations](index=5&type=section&id=IV.%20Brief%20Introduction%20to%20Changes%20in%20Information%20Disclosure%20and%20Document%20Custody%20Locations) This section specifies the company's designated newspapers for information disclosure, the website for semi-annual reports, and the location for report custody - The company's designated newspapers for information disclosure are "China Securities Journal" and "Securities Times"[18](index=18&type=chunk) - The semi-annual report is published on the Shanghai Stock Exchange website (www.sse.com.cn)[18](index=18&type=chunk) - The company's semi-annual report is kept at the company's Securities Investment Department[18](index=18&type=chunk) [V. Company Stock Overview](index=5&type=section&id=V.%20Company%20Stock%20Overview) This section provides basic information about the company's stock, including stock type, listing exchange, stock abbreviation, and stock code Company Stock Overview | Stock Type | Listing Exchange | Stock Abbreviation | Stock Code | Previous Stock Abbreviation | | :--- | :--- | :--- | :--- | :--- | | A-share | Shanghai Stock Exchange | Terun Dairy | 600419 | Xinjiang Tianhong | [VII. Key Accounting Data and Financial Indicators](index=5&type=section&id=VII.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) This section discloses the company's key accounting data and financial indicators for the first half of 2025, showing a year-on-year decrease in operating revenue but a significant increase in net profit attributable to shareholders after deducting non-recurring gains and losses, along with improved net cash flow from operating activities Key Accounting Data (Jan-Jun 2025) | Key Accounting Data | Current Period (Jan-Jun) (Yuan) | Prior Period (Yuan) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,395,475,232.14 | 1,443,161,097.72 | -3.30 | | Total Profit | -42,021,296.99 | -44,047,412.29 | Not applicable | | Net Profit Attributable to Shareholders of Listed Company | -21,856,358.48 | -27,907,796.16 | Not applicable | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-recurring Gains and Losses | 57,791,197.94 | 23,947,641.78 | 141.32 | | Net Cash Flow from Operating Activities | 269,107,448.38 | 246,734,511.84 | 9.07 | | Net Assets Attributable to Shareholders of Listed Company (Period-end) | 2,384,544,280.82 | 2,412,903,415.80 | -1.18 | | Total Assets (Period-end) | 5,632,032,489.83 | 6,192,266,178.65 | -9.05 | Key Financial Indicators (Jan-Jun 2025) | Key Financial Indicators | Current Period (Jan-Jun) | Prior Period | YoY Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (Yuan/Share) | -0.0693 | -0.0885 | Not applicable | | Diluted Earnings Per Share (Yuan/Share) | -0.0693 | -0.0885 | Not applicable | | Basic Earnings Per Share After Deducting Non-recurring Gains and Losses (Yuan/Share) | 0.1781 | 0.0759 | 134.65 | | Weighted Average Return on Net Assets (%) | -0.91 | -1.18 | Increased by 0.27 percentage points | | Weighted Average Return on Net Assets After Deducting Non-recurring Gains and Losses (%) | 2.34 | 1.01 | Increased by 1.33 percentage points | - Net profit attributable to shareholders after deducting non-recurring gains and losses increased by **141.32%** year-on-year, primarily due to adjustments in the company's bull sales strategy, reduced losses from bulk milk powder sales, and decreased asset impairment losses[22](index=22&type=chunk) [IX. Non-recurring Gains and Losses Items and Amounts](index=6&type=section&id=IX.%20Non-recurring%20Gains%20and%20Losses%20Items%20and%20Amounts) This section details non-recurring gains and losses items and their amounts during the reporting period, which collectively had a negative impact on net profit Non-recurring Gains and Losses Items and Amounts | Non-recurring Gains and Losses Items | Amount (Yuan) | Notes (if applicable) | | :--- | :--- | :--- | | Gains and losses from disposal of non-current assets, including the reversal of asset impairment provisions | -164,862,061.43 | Primarily due to losses from subsidiary's cattle disposal | | Government subsidies recognized in current profit or loss, excluding those closely related to the company's normal operations, compliant with national policies, enjoyed according to fixed standards, and having a continuous impact on the company's profit or loss | 77,753,883.63 | | | Other non-operating income and expenses apart from the above | 321,581.91 | | | Less: Income tax impact | 1,613,006.24 | | | Impact on minority interests (after tax) | -8,752,045.71 | | | Total | -79,647,556.42 | | Section III Management Discussion and Analysis [I. Explanation of the Company's Industry and Main Business During the Reporting Period](index=7&type=section&id=I.%20Explanation%20of%20the%20Company%27s%20Industry%20and%20Main%20Business%20During%20the%20Reporting%20Period) This section elaborates on the company's main business, operating model, and the overall dairy industry situation, highlighting challenges and policy support [(I) Main Business](index=7&type=section&id=%28I%29%20Main%20Business) Company's main business is dairy product manufacturing and animal husbandry, with revenue and profit primarily derived from dairy product sales - The company primarily engages in dairy product manufacturing and animal husbandry, with operating revenue mainly from dairy product sales and operating profit mainly from dairy product sales business[26](index=26&type=chunk) [(II) Operating Model](index=7&type=section&id=%28II%29%20Operating%20Model) The company has established an independent and complete system from dairy farming to sales, adopting a "production based on sales" model and expanding markets through direct and distribution channels - The company possesses an independent and complete system for dairy farming, dairy product R&D, procurement, production, and sales, operating independently[26](index=26&type=chunk) - The company owns nine dairy farming enterprises with a total of **24** pastures, increasing its proportion of self-produced milk sources and providing high-quality raw milk[26](index=26&type=chunk) - The production model adopts "production based on sales," where the sales company formulates monthly demand plans based on market conditions, and production units implement specific production plans[27](index=27&type=chunk) - Sales models are divided into direct sales (large chain supermarkets) and distribution (main regional distributors)[27](index=27&type=chunk) [(III) Industry Situation](index=7&type=section&id=%28III%29%20Industry%20Situation) The state highly values dairy development, issuing multiple policies to support stable production, promote consumption, and foster integrated development, despite ongoing challenges of raw milk oversupply and farming losses - The state highly values dairy development, with the Ministry of Agriculture and Rural Affairs and seven other departments jointly issuing the "Notice on Promoting Stable Development of Beef and Dairy Cattle Production," deploying measures to stabilize capacity, promote student milk consumption, and boost milk consumption[27](index=27&type=chunk) - The Central Document No. 1 (February 2025) explicitly supports stable development of animal husbandry, promotes relief for beef and dairy cattle industries, and stabilizes basic production capacity[28](index=28&type=chunk) - The oversupply of raw milk continues, with cumulative income losses in the dairy farming industry reaching **70 billion yuan** from 2023-2025, but the extent of farming losses has eased, with Holstein cattle inventory decreasing by **4.2%** year-on-year in June, and per kilogram milk cost decreasing by **7.7%** year-on-year[28](index=28&type=chunk) - Policy-wise, some provinces have introduced childcare-related policies to boost dairy demand, major milk-producing provinces have issued full industry chain subsidy policies, and the 16th Dairy Industry Conference released several strategic guiding documents to promote stable dairy development[28](index=28&type=chunk)[29](index=29&type=chunk) [II. Discussion and Analysis of Operating Performance](index=8&type=section&id=II.%20Discussion%20and%20Analysis%20of%20Operating%20Performance) Facing severe challenges in the dairy industry, Terun Dairy achieved sales growth and narrowed losses through strategic adjustments and refined management, with dairy product sales increasing by **8.89%** year-on-year - In the first half of 2025, the company's dairy product sales reached **162,300 tons**, a year-on-year increase of **8.89%**[29](index=29&type=chunk) 2025 H1 Operating Performance | Indicator | Amount (10,000 Yuan) | YoY Change | | :--- | :--- | :--- | | Operating Revenue | 139,547.52 | Decreased by 3.30% | | Net Profit Attributable to Shareholders of Listed Company | -2,185.64 | Loss narrowed | | Net Cash Flow from Operating Activities | 26,910.74 | Increased by 9.07% | | Taxes and Fees Paid | 3,120.89 | | [(I) Sales Segment: Channel Breakthroughs and Brand Upgrades](index=8&type=section&id=%28I%29%20Sales%20Segment%3A%20Channel%20Breakthroughs%20and%20Brand%20Upgrades) The company actively responded to market pressures by establishing an e-commerce subsidiary, expanding multi-channel online and offline presence, and deepening brand communication and cultural tourism integration, thereby enhancing brand influence and sales conversion - Established an e-commerce subsidiary, focusing on self-operated online retail business, integrating channel resources such as traditional e-commerce, live streaming e-commerce, and community marketing[30](index=30&type=chunk) - Sub-brand Jiali E-commerce successfully transitioned to a direct sales model, completing JD Supermarket signing and Tmall, Douyin C-end supply chain setup[30](index=30&type=chunk) - Offline expansion includes entering Urumqi Tianshan International Airport brand experience stores, collaborating with PetroChina Xinjiang Sales Co., Ltd. to customize products for its stores, and introducing XinNong Organic Pure Milk into Hema Fresh channels[30](index=30&type=chunk) - The number of Terun Dairy factory stores in Urumqi expanded from **14** to **41**, accumulating over **10,000** members, laying the foundation for home delivery services[30](index=30&type=chunk) - Built a new media communication matrix, deeply cultivating platforms like WeChat, Weibo, and Xiaohongshu, focusing on new product promotion and influencer marketing[30](index=30&type=chunk) - Deepened joint promotion with scenic spots and holiday marketing, co-branding with Urumqi International Grand Bazaar and Duku Highway to create exclusive IPs, enhancing brand awareness and sales conversion[30](index=30&type=chunk) [(II) Dairy Segment: Lean Operations and Quality Enhancement](index=8&type=section&id=%28II%29%20Dairy%20Segment%3A%20Lean%20Operations%20and%20Quality%20Enhancement) The company achieved cost reduction and efficiency improvement through equipment upgrades, process optimization, and procurement cost control, while continuously driving product technology innovation and strengthening quality inspections, achieving zero food safety incidents and BRCGS/IFS EU dual certification - Through equipment upgrades and process optimization, implemented energy-saving and consumption-reducing modifications, strictly enforced procurement rotation system, and promoted supplier diversification, significantly reducing packaging procurement costs[31](index=31&type=chunk) - In the first half, developed over **60** new reserve products, including zero-additive yogurt, kefir yogurt, and fresh milk tea, and successfully piloted and launched **8** new products such as milk skin yogurt, Kalajun handmade yogurt, and dry yogurt[31](index=31&type=chunk) - Developed **8** ready-to-drink products, including cold brew Greek yogurt and milk beer specials, for Terun Dairy factory stores[31](index=31&type=chunk) - Persisted in strengthening quality inspections and assessments, conducting special factory system inspections focusing on four key points: raw and auxiliary material control, equipment cleaning and maintenance, production process, and inspection and release, achieving zero food safety incidents[31](index=31&type=chunk) - In April 2025, the company's pasteurized milk, milk beer, and other products obtained BRCGS/IFS EU dual certification[31](index=31&type=chunk) [(III) Animal Husbandry Segment: Cost Reduction, Efficiency Improvement, and Biological Asset Optimization](index=8&type=section&id=%28III%29%20Animal%20Husbandry%20Segment%3A%20Cost%20Reduction%2C%20Efficiency%20Improvement%2C%20and%20Biological%20Asset%20Optimization) The animal husbandry segment significantly reduced raw milk oversupply and milk powder loss by increasing the culling of low-yield cattle and optimizing nutritional formulas and feed structures, achieving deep capacity structure adjustment and a notable decrease in per kilogram milk cost - Increased the culling of low-yield cattle, reducing raw milk oversupply and milk powder loss; as of the end of the reporting period, the company's cattle inventory was **54,400 head**[33](index=33&type=chunk) - Average annual single cow yield for adult cows increased to **11.70 tons**, a year-on-year increase of **10.48%**[33](index=33&type=chunk) - Per kilogram milk cost decreased to **3.19 yuan/kg**, a year-on-year decrease of **11.14%**, demonstrating significant achievements in cost reduction and efficiency improvement[33](index=33&type=chunk) - Strictly implemented cattle vaccination, "two diseases" testing, and other procedures, achieving outstanding results in epidemic prevention and control[33](index=33&type=chunk) - In May 2025, the company's pastures obtained the "Excellent Grade Raw Milk" certification for its quality dairy project[33](index=33&type=chunk) [III. Analysis of Core Competitiveness During the Reporting Period](index=9&type=section&id=III.%20Analysis%20of%20Core%20Competitiveness%20During%20the%20Reporting%20Period) The company's core competitiveness lies in its superior natural resources, stable milk source, excellent talent, refined management, strong innovation, and robust quality control and sales system - The company's pastures and production bases are located in the 45-degree North Latitude golden milk source belt, possessing **860 million mu** of high-quality grasslands, with unique natural conditions and geographical advantages[34](index=34&type=chunk) - The company is a national key leading enterprise in agricultural industrialization, owning **24** cattle farms with a total cattle inventory of approximately **54,400 head**, adhering to a self-owned and controllable milk source strategy to ensure stable and safe milk supply[34](index=34&type=chunk) - The company possesses a progressive management team and seasoned industry experts, has established advanced, comprehensive, and professional production and equipment management systems, masters modern dairy farming advanced technologies, and employs ERP for refined management[35](index=35&type=chunk) - The company emphasizes technology R&D and innovation, with over **60** products in R&D reserve and **8** new products launched in the first half of 2025, holding **84** patents (including **12** invention patents), and its milk beer holds a national patent[36](index=36&type=chunk)[37](index=37&type=chunk) - The company has established a sound and mature product quality control system within the industry, monitoring the entire process from source to terminal, and has obtained ISO9001, HACCP22000, and other management system certifications, ensuring high product quality[37](index=37&type=chunk) - The company has been deeply involved in the dairy industry for over **20** years, establishing a marketing network centered in Urumqi, covering all county-level markets within Xinjiang, and extending to the national market, strengthening its brand image through e-commerce platforms, specialty stores, and factory stores[38](index=38&type=chunk) [IV. Key Operating Performance During the Reporting Period](index=10&type=section&id=IV.%20Key%20Operating%20Performance%20During%20the%20Reporting%20Period) This section analyzes the company's key operating performance, including changes in financial statement items, asset and liability status, and the operating performance of major controlled and investee companies [(I) Main Business Analysis](index=10&type=section&id=%28I%29%20Main%20Business%20Analysis) Operating revenue decreased by **3.30%** year-on-year, but net profit attributable to shareholders after deducting non-recurring gains and losses significantly increased by **141.32%**, primarily due to strategic adjustments and reduced losses Analysis of Changes in Financial Statement Items (Jan-Jun 2025) | Item | Current Period Amount (Yuan) | Prior Period Amount (Yuan) | Change Ratio (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,395,475,232.14 | 1,443,161,097.72 | -3.30 | | Operating Cost | 1,160,078,927.86 | 1,193,542,329.63 | -2.80 | | Selling Expenses | 88,828,262.76 | 86,178,845.07 | 3.07 | | Administrative Expenses | 52,722,868.14 | 51,001,267.31 | 3.38 | | Financial Expenses | 14,565,401.28 | 18,364,991.80 | -20.69 | | R&D Expenses | 10,029,796.73 | 10,948,685.81 | -8.39 | | Net Cash Flow from Operating Activities | 269,107,448.38 | 246,734,511.84 | 9.07 | | Net Cash Flow from Investing Activities | -101,821,892.57 | -312,682,108.78 | Not applicable | | Net Cash Flow from Financing Activities | -335,643,408.80 | 198,498,059.12 | -269.09 | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-recurring Gains and Losses | 57,791,197.94 | 23,947,641.78 | 141.32 | | Other Income | 77,181,983.61 | 18,743,707.37 | 311.78 | | Credit Impairment Loss | -1,296,260.34 | -981,759.40 | Not applicable | | Asset Impairment Loss | -14,365,749.94 | -56,589,458.77 | Not applicable | - Changes in net cash flow from investing activities were primarily due to a decrease in investment payments by the company during the reporting period[39](index=39&type=chunk) - Changes in net cash flow from financing activities were primarily due to the company reducing bank borrowings and timely repaying bank loans during the reporting period[39](index=39&type=chunk) - Changes in net profit attributable to shareholders after deducting non-recurring gains and losses were primarily due to adjustments in bull sales strategy, reduced losses from bulk milk powder, and decreased asset impairment losses[40](index=40&type=chunk) - Changes in other income were primarily due to an increase in government subsidies received by the company during the reporting period[40](index=40&type=chunk) - Changes in asset impairment losses were primarily due to the company strictly controlling milk powder inventory, resulting in a decrease in inventory impairment provisions compared to the prior period[40](index=40&type=chunk) [(III) Analysis of Assets and Liabilities](index=11&type=section&id=%28III%29%20Analysis%20of%20Assets%20and%20Liabilities) The company's asset and liability structure underwent several changes at the end of the reporting period, reflecting changes in debt repayment, capital structure optimization, and business dealings Changes in Assets and Liabilities (Period-end vs. Prior Year-end) | Item Name | Current Period-end Amount (Yuan) | Proportion of Total Assets at Current Period-end (%) | Prior Year-end Amount (Yuan) | Proportion of Total Assets at Prior Year-end (%) | YoY Change in Current Period-end Amount (%) | Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Short-term Borrowings | 200,000,000.00 | 3.55 | 544,313,642.56 | 8.79 | -63.26 | Primarily due to timely repayment of bank borrowings during the reporting period | | Notes Receivable | 3,804,007.40 | 0.07 | 7,881,065.93 | 0.13 | -51.73 | Primarily due to a decrease in unmatured bank acceptance bills compared to the beginning of the period | | Other Receivables | 16,325,307.23 | 0.29 | 10,921,690.16 | 0.18 | 49.48 | Primarily due to an increase in prepaid material expenses and intercompany balances during the reporting period | | Other Non-current Assets | 12,521,751.65 | 0.22 | 7,066,131.64 | 0.11 | 77.21 | Primarily due to an increase in prepaid engineering and equipment payments compared to the beginning of the period | | Taxes Payable | 12,041,004.41 | 0.21 | 6,085,897.58 | 0.10 | 97.85 | Primarily due to a decrease in VAT input during the reporting period | | Non-current Liabilities Due Within One Year | 37,247,016.83 | 0.66 | 58,276,699.37 | 0.94 | -36.09 | Primarily due to a decrease in lease liabilities classified as due within one year during the reporting period | | Other Current Liabilities | 11,416,288.55 | 0.20 | 16,880,730.57 | 0.27 | -32.37 | Primarily due to a decrease in advance receipts from customers during the reporting period | [(IV) Analysis of Investment Status](index=12&type=section&id=%28IV%29%20Analysis%20of%20Investment%20Status) During the reporting period, the company did not undertake significant equity or non-equity investments, nor did it hold financial assets measured at fair value, securities investments, private equity investments, or derivative investments [(VI) Analysis of Major Controlled and Investee Companies](index=13&type=section&id=%28VI%29%20Analysis%20of%20Major%20Controlled%20and%20Investee%20Companies) This section discloses the financial status and operating results of the company's major controlled and investee companies, and explains the disposal of subsidiary Xinjiang Xinken Supply Chain Management Co., Ltd. due to bankruptcy liquidation, which reduced the company's losses Major Subsidiary Financial Data (Unit: 10,000 Yuan) | Company Name | Company Type | Main Business | Registered Capital (10,000 Yuan) | Total Assets (10,000 Yuan) | Net Assets (10,000 Yuan) | Operating Revenue (10,000 Yuan) | Operating Profit (10,000 Yuan) | Net Profit (10,000 Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Terun Technology | Subsidiary | Dairy products, beverage production, processing and sales, etc. | 23,629.50 | 199,392.24 | 66,413.10 | 95,839.27 | 5,046.39 | 3,809.72 | | Terun Beiting | Subsidiary | Dairy farming; raw milk acquisition, sales | 50,725.00 | 84,014.29 | 54,771.64 | 13,120.74 | 2,671.89 | 1,278.70 | | Sales Company | Subsidiary | Dairy product sales | 1,000.00 | 36,184.10 | -4,374.84 | 118,503.00 | -3,704.54 | -2,887.92 | | XinNong Dairy | Subsidiary | Dairy products, beverage production, processing and sales, etc. | 70,200.00 | 103,807.32 | 5,606.61 | 21,923.26 | 4,319.12 | -494.02 | - Xinjiang Xinken Supply Chain Management Co., Ltd. was ruled to terminate its bankruptcy proceedings on May 19, 2025, due to insufficient assets to cover bankruptcy expenses, resulting in a loss reduction of **40,422.22 yuan** for the company's overall production, operation, and performance[45](index=45&type=chunk) [V. Other Disclosure Matters](index=14&type=section&id=V.%20Other%20Disclosure%20Matters) This section details the potential risks faced by the company, including industry and market risks, environmental risks, natural disaster risks, and product quality control risks, emphasizing the company's measures in environmental protection and quality control [(I) Potential Risks](index=14&type=section&id=%28I%29%20Potential%20Risks) The company faces multiple risks, including increased costs due to stricter industry regulation, major epidemics in the upstream animal husbandry industry, intensified market competition, reliance on regional markets for sales, and difficulties in expanding outside Xinjiang - Stricter industry regulation may lead to continuous investment in quality and safety control, testing equipment, and personnel, increasing costs and limiting profit margins[47](index=47&type=chunk) - A large-scale dairy cattle epidemic in the upstream animal husbandry industry would severely impact raw milk supply, increase consumer panic, and affect overall dairy product market consumption[47](index=47&type=chunk) - Market competition in the dairy industry is intensifying; if the company fails to effectively scale up, innovate products, upgrade technology, and expand markets, it may adversely affect future profitability and sustainable growth potential[48](index=48&type=chunk) - The company has a high dependence on the Xinjiang market; if adverse changes occur in the regional market and the company fails to adjust in time, it will face operational risks[48](index=48&type=chunk) - Expanding into markets outside Xinjiang faces intensified competition from national first-tier brands; if the company fails to take effective measures, expansion may be hindered[48](index=48&type=chunk) - Dairy production and pastures generate polluting emissions; if not properly handled or if environmental regulations are not strictly enforced, the company may face high pollution treatment fees and penalties for violations[49](index=49&type=chunk) - The animal husbandry segment faces natural disaster risks, such as snowstorms and droughts, which could cause losses to dairy cattle farming and affect operating results[49](index=49&type=chunk)[50](index=50&type=chunk) - Product quality control risks: if product quality or food safety issues arise due to operational negligence, inadequate control over distributor behavior, or imperfect quality control measures, it will significantly and adversely affect the company's reputation, market sales, and operating performance[50](index=50&type=chunk) Section IV Corporate Governance, Environment, and Society [I. Changes in Directors, Supervisors, and Senior Management](index=16&type=section&id=I.%20Changes%20in%20Directors%2C%20Supervisors%2C%20and%20Senior%20Management) During the reporting period, company supervisor Wang Qiang resigned due to work adjustments and was appointed as the company's Deputy General Manager, while Fan Ke was elected as a non-employee supervisor - On April 15, 2025, company supervisor Wang Qiang resigned due to work adjustments[53](index=53&type=chunk) - On May 15, 2025, Fan Ke was elected as a non-employee supervisor of the company's Eighth Board of Supervisors[53](index=53&type=chunk) - On May 15, 2025, Wang Qiang was appointed as the company's Deputy General Manager[53](index=53&type=chunk) [II. Profit Distribution or Capital Reserve Conversion Plan](index=16&type=section&id=II.%20Profit%20Distribution%20or%20Capital%20Reserve%20Conversion%20Plan) The company's board of directors resolved that no profit distribution or capital reserve conversion to share capital will be carried out for this reporting period - The profit distribution plan or capital reserve conversion to share capital plan for this reporting period is "None"[6](index=6&type=chunk) Semi-Annual Profit Distribution Plan | Whether to Distribute or Convert | No | | :--- | :--- | | Number of Bonus Shares per 10 Shares (Shares) | 0 | | Dividend per 10 Shares (Yuan) (Tax Inclusive) | 0 | | Number of Shares Converted from Capital Reserve per 10 Shares (Shares) | 0 | [IV. Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information by Law](index=16&type=section&id=IV.%20Environmental%20Information%20of%20Listed%20Companies%20and%20Their%20Major%20Subsidiaries%20Included%20in%20the%20List%20of%20Enterprises%20Required%20to%20Disclose%20Environmental%20Information%20by%20Law) The company's subsidiary, Xinjiang Terun Biotechnology Co., Ltd., is listed as a key wastewater polluter, but its main pollutant discharge concentrations were all compliant in the first half of 2025, with no exceedances, and no environmental pollution incidents were reported by any subsidiary - Xinjiang Terun Biotechnology Co., Ltd. is a subsidiary included in the list of enterprises required to disclose environmental information by law[57](index=57&type=chunk) - Terun Technology's main pollutants are chemical oxygen demand and ammonia nitrogen; in the first half of 2025, average discharge concentrations were **23.778 mg/L** and **9.039 mg/L**, respectively, with total discharge volumes of **2.4 tons** and **3.1 tons**, and no exceedances occurred[57](index=57&type=chunk) - Subsidiaries Terun Tangwangcheng, Terun Qiyuan, XinNong Dairy, Shawan Gairui, and other non-key wastewater polluters, all had compliant monitoring results[58](index=58&type=chunk) - Subsidiaries Terun Fenghuotai, Shawan Terun, and other pastures are equipped with manure treatment facilities and have completed fixed pollution source discharge registration[58](index=58&type=chunk) - In the first half of 2025, neither the company nor its subsidiaries experienced any environmental pollution incidents[58](index=58&type=chunk) [V. Specific Progress in Consolidating and Expanding Poverty Alleviation Achievements, Rural Revitalization, and Other Initiatives](index=17&type=section&id=V.%20Specific%20Progress%20in%20Consolidating%20and%20Expanding%20Poverty%20Alleviation%20Achievements%2C%20Rural%20Revitalization%2C%20and%20Other%20Initiatives) Terun Dairy actively fulfills its social responsibilities by supporting rural revitalization through various forms such as party branch co-building, consumption assistance, and industrial assistance, effectively boosting farmers' income and local animal husbandry development - In January 2025, the party branch of subsidiary Terun Tangwangcheng visited Bulakesu Township, Shufu County, Kashgar Prefecture, Xinjiang, for poverty alleviation and assistance research, delivering new year comfort goods worth **8,480 yuan**[59](index=59&type=chunk) - In April 2025, Terun Dairy collaborated with the People's Government of Bachu County, Kashgar Prefecture, Xinjiang, to donate **300 head** of high-quality fattening cattle worth **687,000 yuan** from its subsidiary Bachu Terun Animal Husbandry to **8** townships, contributing to rural revitalization through an "industrial assistance + technology empowerment" model[60](index=60&type=chunk) - In June 2025, the company purchased "Daolang Earth Melons" from Ying'er Village, Xiyitun Township, Makit County, Kashgar Prefecture, Xinjiang, for employee benefits, totaling **27,500 yuan**, demonstrating its commitment to social responsibility[60](index=60&type=chunk) Section V Significant Matters [I. Fulfillment of Commitments](index=18&type=section&id=I.%20Fulfillment%20of%20Commitments) This section discloses the fulfillment of commitments made by the company's actual controller, shareholders, and related parties during or continuing into the reporting period, with all commitments strictly fulfilled - BingTuan Dairy's commitment to resolve horizontal competition: For dairy assets such as Yinqiao International Holdings (Kuitun City, Xinjiang) Dairy Co., Ltd., it committed to determine an integration or disposal plan by December 31, 2017; as of December 31, 2019, all entrusted targets were loss-making, equity entrustment terminated, BingTuan Dairy legally disposed of the entrusted targets, RunDa Animal Husbandry's biological assets were transferred and sold, and Aoliya Dairy's related assets were listed for transfer[62](index=62&type=chunk)[63](index=63&type=chunk) - BingTuan Dairy's commitment to standardize related-party transactions: Committed to avoid and standardize related-party transactions; for unavoidable related-party transactions, it will sign standardized agreements, fulfill approval procedures, ensure fair transaction prices, and not harm the interests of the listed company and non-related shareholders; the commitment remains valid[63](index=63&type=chunk) - Twelfth Division State-owned Assets Company's commitment to maintain the listed company's independence: Committed not to use controlling or controlled relationships to harm the interests of the listed company and other shareholders, maintain independence in personnel, organization, assets, finance, and business, not provide guarantees in violation of regulations, not occupy listed company funds, and standardize related-party transactions; the commitment remains valid[63](index=63&type=chunk)[64](index=64&type=chunk) - Twelfth Division State-owned Assets Company's commitment to resolve horizontal competition: Committed not to engage in businesses that compete with Terun Dairy's current or future businesses, and to grant Terun Dairy priority development, priority right to acquire new technologies and products, and priority right to purchase related assets or businesses; the commitment remains valid[63](index=63&type=chunk)[64](index=64&type=chunk) - Twelfth Division State-owned Assets Company's commitment to standardize related-party transactions: Committed to avoid and standardize related-party transactions; for unavoidable related-party transactions, it will sign standardized agreements, fulfill approval procedures, ensure fair transaction prices, and not harm the interests of the listed company and non-related shareholders; the commitment remains valid[64](index=64&type=chunk) [IX. Explanation of the Integrity Status of the Company, its Controlling Shareholder, and Actual Controller During the Reporting Period](index=21&type=section&id=IX.%20Explanation%20of%20the%20Integrity%20Status%20of%20the%20Company%2C%20its%20Controlling%20Shareholder%2C%20and%20Actual%20Controller%20During%20the%20Reporting%20Period) During the reporting period, the company, its controlling shareholder, and actual controller all maintained good integrity, with no adverse situations such as unfulfilled effective court judgments or overdue large debts - During the reporting period, the company, its controlling shareholder, and actual controller had no adverse integrity issues such as unfulfilled effective court judgments or overdue large debts[66](index=66&type=chunk) [X. Significant Related-Party Transactions](index=21&type=section&id=X.%20Significant%20Related-Party%20Transactions) This section discloses the execution of the company's daily related-party transactions in the first half of 2025, with actual sales of goods to related parties and acceptance of related-party services totaling **493,700 yuan**, within the annual estimated limit of **10 million yuan** - The company's Eighteenth Meeting of the Eighth Board of Directors approved the estimated daily related-party transactions for 2025, with an estimated total amount of approximately **10 million yuan** with related parties[67](index=67&type=chunk) Actual Daily Related-Party Transactions in Jan-Jun 2025 (Unit: 10,000 Yuan) | Type of Related-Party Transaction | Specific Content | Related Party | Estimated Amount for 2025 (10,000 Yuan) | Actual Amount in Jan-Jun 2025 (10,000 Yuan) | | :--- | :--- | :--- | :--- | :--- | | Acceptance of Related-Party Services | Entrusted processing of dairy products | Xinjiang Aoliya Dairy Co., Ltd. | 300 | 29.53 | | Sales of Goods | Sales of milk powder | Xinjiang Aoliya Dairy Co., Ltd. | 500 | 0.00 | | Other | | | 200 | 19.84 | | Total | | | 1,000 | 49.37 | [XI. Significant Contracts and Their Fulfillment](index=22&type=section&id=XI.%20Significant%20Contracts%20and%20Their%20Fulfillment) This section primarily discloses the company's significant guarantee situations during the reporting period, with a total guarantee amount of **185.818 million yuan** for subsidiaries, all within approved limits and without overdue or irregular guarantees Company's Total Guarantee Amount (Unit: 10,000 Yuan) | Indicator | Amount (10,000 Yuan) | | :--- | :--- | | Total amount of guarantees provided to subsidiaries during the reporting period | 18,581.80 | | Total outstanding guarantees to subsidiaries at the end of the reporting period (B) | 18,581.80 | | Total Guarantees (A+B) | 18,581.80 | | Proportion of total guarantees to the company's net assets (%) | 7.79 | | Of which: Debt guarantee amount provided directly or indirectly to guaranteed parties with asset-liability ratio exceeding 70% (D) | 9,931.38 | | Total of the above three guarantee amounts (C+D+E) | 9,931.38 | - The company's estimated guarantee limit for subsidiary loans from commercial banks in 2025 is not to exceed **1.012756 billion yuan**; the actual guarantee amount incurred during the reporting period was within the approved limit, with no overdue or irregular guarantees[74](index=74&type=chunk) [XII. Explanation of Progress in Use of Raised Funds](index=24&type=section&id=XII.%20Explanation%20of%20Progress%20in%20Use%20of%20Raised%20Funds) This section explains the overall use of the company's raised funds and details of the investment projects, with cumulative investment of **647.8696 million yuan** and the "Annual Production of 200,000 Tons of Dairy Products Processing Project" extended to December 31, 2025 Overall Use of Raised Funds (Unit: 10,000 Yuan) | Indicator | Amount (10,000 Yuan) | | :--- | :--- | | Total Raised Funds | 99,000.00 | | Net Raised Funds (1) | 97,931.46 | | Cumulative total raised funds invested as of the end of the reporting period (4) | 64,786.96 | | Cumulative investment progress of raised funds as of the end of the reporting period (%) (6) | 66.16 | | Amount invested in current year (8) | 1,405.10 | | Proportion of current year's investment amount to total raised funds (%) (9) | 1.43 | Details of Raised Fund Investment Projects (Unit: 10,000 Yuan) | Name of Raised Fund Project | Total Planned Investment of Raised Funds (10,000 Yuan) | Amount Invested in Current Year (10,000 Yuan) | Cumulative Total Raised Funds Invested as of the End of the Reporting Period (2) (10,000 Yuan) | Cumulative Investment Progress as of the End of the Reporting Period (%) (3) | | :--- | :--- | :--- | :--- | :--- | | Annual Production of 200,000 Tons of Dairy Products Processing Project | 71,230.00 | 1,405.10 | 38,085.50 | 53.47 | | Replenishment of Working Capital | 26,701.46 | 0 | 26,701.46 | 100.00 | | Total | 97,931.46 | 1,405.10 | 64,786.96 | 66.16 | - The scheduled completion date for the "Annual Production of 200,000 Tons of Dairy Products Processing Project" has been extended from December 31, 2024, to **December 31, 2025**, primarily due to the actual arrival time of raised funds being later than expected and construction restrictions during winter in Xinjiang[78](index=78&type=chunk) - The company used idle raised funds for cash management, with a cash management balance of **334.4118 million yuan** as of the end of the reporting period, not exceeding the authorized limit[80](index=80&type=chunk) Section VI Share Changes and Shareholder Information [I. Changes in Share Capital](index=26&type=section&id=I.%20Changes%20in%20Share%20Capital) During the reporting period, the company's share capital experienced a minor change due to "Terun Convertible Bonds" conversion, with the total number of shares increasing by **13,839 shares**, and unrestricted tradable shares increasing accordingly Share Change Statement (Unit: Shares) | Category | Quantity Before This Change (Shares) | Increase/Decrease in This Change (+, -) (Shares) | Quantity After This Change (Shares) | | :--- | :--- | :--- | :--- | | Unrestricted Tradable Shares | 320,190,246 | +13,839 | 320,204,085 | | Total Shares | 320,190,246 | +13,839 | 320,204,085 | - From April 30, 2025, when "Terun Convertible Bonds" entered the conversion period, to June 30, 2025, a cumulative total of **115,000.00 yuan** of "Terun Convertible Bonds" were converted into company shares, resulting in **13,839 shares**[85](index=85&type=chunk) [II. Shareholder Information](index=27&type=section&id=II.%20Shareholder%20Information) This section discloses the shareholding status of the company's top ten shareholders and top ten unrestricted tradable shareholders as of the end of the reporting period, with Xinjiang Production and Construction Corps Twelfth Division State-owned Assets Management (Group) Co., Ltd. as the largest shareholder Top Ten Shareholders' Shareholding (As of the end of the reporting period) | Shareholder Name | Number of Shares Held at Period-end (Shares) | Proportion (%) | Pledged, Marked, or Frozen Status (Quantity) | Shareholder Nature | | :--- | :--- | :--- | :--- | :--- | | Xinjiang Production and Construction Corps Twelfth Division State-owned Assets Management (Group) Co., Ltd. | 99,577,302 | 31.10 | None (0) | State-owned Legal Person | | Xinjiang Production and Construction Corps Dairy Group Co., Ltd. | 18,411,532 | 5.75 | Frozen (10,188,419) | State-owned Legal Person | | Bank of China Co., Ltd. - E Fund Hong Kong Stock Connect Dividend Flexible Allocation Mixed Securities Investment Fund | 3,826,000 | 1.19 | None (0) | Other | | China Construction Bank Co., Ltd. - Harvest Agricultural Industry Stock Investment Fund | 3,376,860 | 1.05 | None (0) | Other | | Bank of China Co., Ltd. - China Merchants Industry Select Stock Investment Fund | 2,400,000 | 0.75 | None (0) | Other | | Agricultural Bank of China Co., Ltd. - Penghua Convertible Bond Fund | 2,041,800 | 0.64 | None (0) | Other | | Bank of Beijing Co., Ltd. - Penghua Dual Debt Plus Bond Fund | 1,798,920 | 0.56 | None (0) | Other | | Bank of China Co., Ltd. Enterprise Annuity Plan - Agricultural Bank of China Co., Ltd. | 1,623,900 | 0.51 | None (0) | Other | | Jinhua Yuheng Capital Management Co., Ltd. - Yuheng Capital Shuanglong No. 1 Private Securities Investment Fund | 1,592,300 | 0.50 | None (0) | Other | | Industrial and Commercial Bank of China Co., Ltd. - Penghua Quality Governance Stock Investment Fund (LOF) | 1,542,000 | 0.48 | None (0) | Other | - As of the end of the reporting period, the company's special repurchase securities account held **4,799,955** ordinary RMB shares, accounting for **1.50%** of the company's total share capital[89](index=89&type=chunk) - The largest shareholder of Xinjiang Production and Construction Corps Twelfth Division State-owned Assets Management (Group) Co., Ltd. and Xinjiang Production and Construction Corps Dairy Group Co., Ltd. is the State-owned Assets Supervision and Administration Commission of the Twelfth Division of Xinjiang Production and Construction Corps, indicating an associated relationship[89](index=89&type=chunk)[90](index=90&type=chunk) Section VII Bond-Related Information [II. Convertible Corporate Bonds](index=30&type=section&id=II.%20Convertible%20Corporate%20Bonds) This section details the issuance, holders, changes, conversion, and credit status of the company's convertible corporate bonds, which were issued in October 2024 and listed in November 2024, with a stable credit status and manageable repayment pressure [(I) Convertible Bond Issuance](index=30&type=section&id=%28I%29%20Convertible%20Bond%20Issuance) The company issued **9.9 million** convertible corporate bonds totaling **990 million yuan** on October 24, 2024, which were listed and traded on the Shanghai Stock Exchange on November 15, 2024 - The company issued **9.9 million** convertible corporate bonds on October 24, 2024, with a total issuance amount of **990 million yuan**[93](index=93&type=chunk) - Original shareholders preferentially subscribed for **626.962 million yuan** (**63.33%**), online public investors subscribed for **356.209 million yuan** (**35.98%**), and CITIC Securities underwrote **6.829 million yuan** (**0.69%**)[93](index=93&type=chunk) - The convertible bonds were listed and traded on the Shanghai Stock Exchange on November 15, 2024, with bond abbreviation "Terun Convertible Bonds" and bond code "110097"[94](index=94&type=chunk) [(II) Convertible Bond Holders and Guarantors During the Reporting Period](index=30&type=section&id=%28II%29%20Convertible%20Bond%20Holders%20and%20Guarantors%20During%20the%20Reporting%20Period) As of the end of the reporting period, there were **8,272** holders of Terun Convertible Bonds and no guarantors, with Xinjiang Production and Construction Corps Twelfth Division State-owned Assets Management (Group) Co., Ltd. holding the largest amount - As of the end of the period, there were **8,272** convertible bond holders, and the company's convertible bonds had no guarantors[95](index=95&type=chunk) Top Ten Convertible Bond Holders (Period-end) | Name of Convertible Corporate Bond Holder | Amount of Bonds Held at Period-end (Yuan) | Holding Proportion (%) | | :--- | :--- | :--- | | Xinjiang Production and Construction Corps Twelfth Division State-owned Assets Management (Group) Co., Ltd. | 301,939,000 | 30.50 | | China Merchants Bank Co., Ltd. - Boshi CSI Convertible Bond and Exchangeable Bond ETF | 44,580,000 | 4.50 | | China Asset Management Co., Ltd. Yannian Yishou No. 9 Fixed Income Pension Product - China Merchants Bank Co., Ltd. | 41,953,000 | 4.24 | | China Merchants Kangxing Fixed Income Pension Product - China Merchants Bank Co., Ltd. | 26,142,000 | 2.64 | | China Asset Management Co., Ltd. Yannian Yishou No. 7 Fixed Income Pension Product - CITIC Bank Co., Ltd. | 23,516,000 | 2.38 | | CITIC Group Corporation Enterprise Annuity Plan - CITIC Bank Co., Ltd. | 22,684,000 | 2.29 | | China Galaxy Securities Co., Ltd. | 18,603,000 | 1.88 | | China Merchants Bank Co., Ltd. - Penghua Fengli Bond Fund (LOF) | 17,846,000 | 1.80 | | Guotai Multi-Strategy Absolute Return Mixed Pension Product - CITIC Bank Co., Ltd. | 15,047,000 | 1.52 | | Bank of China Co., Ltd. Enterprise Annuity Plan - Agricultural Bank of China Co., Ltd. | 14,471,000 | 1.46 | [(III) Changes in Convertible Bonds During the Reporting Period](index=31&type=section&id=%28III%29%20Changes%20in%20Convertible%20Bonds%20During%20the%20Reporting%20Period) During the reporting period, Terun Convertible Bonds decreased by **115,000.00 yuan** due to conversion, with a period-end balance of **989.885 million yuan** Changes in Convertible Bonds During the Reporting Period (Unit: Yuan) | Name of Convertible Corporate Bond | Before This Change (Yuan) | Increase/Decrease in This Change (Conversion) (Yuan) | After This Change (Yuan) | | :--- | :--- | :--- | :--- | | Terun Convertible Bonds | 990,000,000.00 | 115,000.00 | 989,885,000.00 | [(IV) Cumulative Convertible Bond Conversion During the Reporting Period](index=31&type=section&id=%28IV%29%20Cumulative%20Convertible%20Bond%20Conversion%20During%20the%20Reporting%20Period) During the reporting period, the cumulative conversion amount for Terun Convertible Bonds was **115,000.00 yuan**, resulting in **13,839 shares**, accounting for **0.00432%** of the company's total shares issued before conversion Cumulative Convertible Bond Conversion During the Reporting Period | Indicator | Amount/Quantity | | :--- | :--- | | Conversion Amount During Reporting Period (Yuan) | 115,000.00 | | Number of Shares Converted During Reporting Period (Shares) | 13,839 | | Cumulative Number of Shares Converted (Shares) | 13,839 | | Proportion of cumulative converted shares to total shares issued before conversion (%) | 0.00432 | | Unconverted Amount (Yuan) | 989,885,000.00 | | Proportion of unconverted convertible bonds to total convertible bond issuance (%) | 99.98838 | [(V) Historical Adjustments to Conversion Price](index=31&type=section&id=%28V%29%20Historical%20Adjustments%20to%20Conversion%20Price) The conversion price of Terun Convertible Bonds was adjusted to **8.28 yuan/share** on June 27, 2025, due to the implementation of the 2024 annual equity distribution - On June 27, 2025, the conversion price of Terun Convertible Bonds was adjusted to **8.28 yuan/share** due to the implementation of the 2024 annual equity distribution[102](index=102&type=chunk) - As of the end of this reporting period, the latest conversion price is **8.28 yuan/share**[102](index=102&type=chunk) [(VI) Company's Debt Situation, Credit Rating Changes, and Cash Arrangements for Debt Repayment in Future Years](index=31&type=section&id=%28VI%29%20Company%27s%20Debt%20Situation%2C%20Credit%20Rating%20Changes%2C%20and%20Cash%20Arrangements%20for%20Debt%20Repayment%20in%20Future%20Years) The company's financial condition is stable, with no debt defaults, and its credit rating is good, with manageable future principal and interest repayment pressure - During the reporting period, the company's overall financial condition was stable, with no defaults or inability to repay debts on time, demonstrating good solvency and credit status[103](index=103&type=chunk) - China Chengxin International Credit Rating Co., Ltd. maintained the company's main credit rating at **AA** with a stable outlook, and maintained the credit rating of "Terun Convertible Bonds" at **AA**[103](index=103&type=chunk) - The arrival of these raised funds significantly strengthened the company's financial position; with a relatively low convertible bond coupon rate and good company cash flow, significant pressure from future principal and interest repayments is not anticipated[103](index=103&type=chunk) Section VIII Financial Report [II. Financial Statements](index=32&type=section&id=II.%20Financial%20Statements) This section provides the company's consolidated and parent company financial statements for the first half of 2025, comprehensively reflecting the company's financial position, operating results, and cash flow [Consolidated Balance Sheet](index=32&type=section&id=Consolidated%20Balance%20Sheet) As of June 30, 2025, the company's consolidated total assets were **5.632 billion yuan**, a decrease of **9.05%** from the beginning of the period; total liabilities were **3.032 billion yuan**, a decrease of **14.49%**; and total owners' equity was **2.599 billion yuan**, a decrease of **1.76%** Key Data from Consolidated Balance Sheet (As of June 30, 2025) | Item | June 30, 2025 (Yuan) | December 31, 2024 (Yuan) | | :--- | :--- | :--- | | Total Assets | 5,632,032,489.83 | 6,192,266,178.65 | | Total Liabilities | 3,032,417,873.92 | 3,546,112,489.57 | | Total Owners' Equity | 2,599,614,615.91 | 2,646,153,689.08 | [Parent Company Balance Sheet](index=34&type=section&id=Parent%20Company%20Balance%20Sheet) As of June 30, 2025, the parent company's total assets were **4.326 billion yuan**, an increase of **8.67%** from the beginning of the period; total liabilities were **2.180 billion yuan**, an increase of **19.79%**; and total owners' equity was **2.146 billion yuan**, a decrease of **0.70%** Key Data from Parent Company Balance Sheet (As of June 30, 2025) | Item | June 30, 2025 (Yuan) | December 31, 2024 (Yuan) | | :--- | :--- | :--- | | Total Assets | 4,325,920,289.02 | 3,980,756,996.96 | | Total Liabilities | 2,180,370,382.75 | 1,820,145,690.38 | | Total Owners' Equity | 2,145,549,906.27 | 2,160,611,306.58 | [Consolidated Income Statement](index=36&type=section&id=Consolidated%20Income%20Statement) For January-June 2025, the company's consolidated total operating revenue was **1.395 billion yuan**, a year-on-year decrease of **3.30%**; total profit was **-42.0213 million yuan**, with a net loss of **40.2566 million yuan**, and net profit attributable to parent company shareholders was **-21.8564 million yuan**, indicating a narrowed loss compared to the prior period Key Data from Consolidated Income Statement (Jan-Jun 2025) | Item | H1 2025 (Yuan) | H1 2024 (Yuan) | | :--- | :--- | :--- | | Total Operating Revenue | 1,395,475,232.14 | 1,443,161,097.72 | | Total Operating Cost | 1,335,103,993.26 | 1,367,696,110.40 | | Total Profit | -42,021,296.99 | -44,047,412.29 | | Net Profit | -40,256,620.28 | -42,338,579.39 | | Net Profit Attributable to Parent Company Shareholders | -21,856,358.48 | -27,907,796.16 | [Parent Company Income Statement](index=38&type=section&id=Parent%20Company%20Income%20Statement) For January-June 2025, the parent company's operating revenue was **535.4507 million yuan**, a year-on-year increase of **2.50%**; net profit was **-8.5586 million yuan**, indicating an expanded loss compared to the prior period Key Data from Parent Company Income Statement (Jan-Jun 2025) | Item | H1 2025 (Yuan) | H1 2024 (Yuan) | | :--- | :--- | :--- | | Operating Revenue | 535,450,727.00 | 522,376,094.31 | | Operating Profit | -9,479,633.18 | 201,284.19 | | Total Profit | -9,367,522.52 | 201,284.19 | | Net Profit | -8,558,623.81 | -153,109.07 | [Consolidated Cash Flow Statement](index=39&type=section&id=Consolidated%20Cash%20Flow%20Statement) For January-June 2025, the company's consolidated net cash flow from operating activities was **269.1074 million yuan**, an increase of **9.07%**; net cash flow from investing activities was **-101.8219 million yuan**, with reduced outflow; and net cash flow from financing activities was **-335.6434 million yuan**, with a significant increase in outflow Key Data from Consolidated Cash Flow Statement (Jan-Jun 2025) | Item | H1 2025 (Yuan) | H1 2024 (Yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 269,107,448.38 | 246,734,511.84 | | Net Cash Flow from Investing Activities | -101,821,892.57 | -312,682,108.78 | | Net Cash Flow from Financing Activities | -335,643,408.80 | 198,498,059.12 | | Net Increase in Cash and Cash Equivalents | -168,357,852.99 | 132,550,462.18 | | Cash and Cash Equivalents at Period-end | 680,704,825.50 | 643,301,199.82 | [Parent Company Cash Flow Statement](index=41&type=section&id=Parent%20Company%20Cash%20Flow%20Statement) For January-June 2025, the parent company's net cash flow from operating activities was **62.1674 million yuan**, a decrease of **74.75%**; net cash flow from investing activities was **1.1561 million yuan**, changing from net outflow to net inflow; and net cash flow from financing activities was **-10.9841 million yuan**, with a significant decrease in outflow Key Data from Parent Company Cash Flow Statement (Jan-Jun 2025) | Item | H1 2025 (Yuan) | H1 2024 (Yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 62,167,354.00 | 246,185,107.37 | | Net Cash Flow from Investing Activities | 1,156,139.85 | -52,695.13 | | Net Cash Flow from Financing Activities | -10,984,101.90 | -96,236,068.44 | | Net Increase in Cash and Cash Equivalents | 52,339,391.95 | 149,896,343.80 | | Cash and Cash Equivalents at Period-end | 297,626,874.90 | 475,937,921.20 | [Consolidated Statement of Changes in Owners' Equity](index=43&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Owners%27%20Equity) For January-June 2025, the company's consolidated total owners' equity decreased by **46.5391 million yuan**, primarily due to net profit losses and profit distribution impacts Consolidated Statement of Changes in Owners' Equity (Jan-Jun 2025) | Item | Balance at Beginning of Period (Yuan) | Increase/Decrease in Current Period (Yuan) | Balance at End of Period (Yuan) | | :--- | :--- | :--- | :--- | | Total Owners' Equity | 2,646,153,689.08 | -46,539,073.17 | 2,599,614,615.91 | | Total Owners' Equity Attributable to Parent Company | 2,412,903,415.80 | -28,359,134.98 | 2,384,544,280.82 | | Minority Interests | 233,250,273.28 | -18,179,938.19 | 215,070,335.09 | [Parent Company Statement of Changes in Owners' Equity](index=45&type=section&id=Parent%20Company%20Statement%20of%20Changes%20in%20Owners%27%20Equity) For January-June 2025, the parent company's total owners' equity decreased by **15.0614 million yuan**, primarily due to net profit losses and profit distribution impacts Parent Company Statement of Changes in Owners' Equity (Jan-Jun 2025) | Item | Balance at Beginning of Period (Yuan) | Increase/Decrease in Current Period (Yuan) | Balance at End of Period (Yuan) | | :--- | :--- | :--- | :--- | | Total Owners' Equity | 2,160,611,306.58 | -15,061,400.31 | 2,145,549,906.27 | [III. Basic Company Information](index=48&type=section&id=III.%20Basic%20Company%20Information) This section introduces the overview, historical evolution, and business scope of Xinjiang Terun Dairy Co., Ltd., which transformed from a paper company to a dairy company through asset restructuring - Company Name: Xinjiang Terun Dairy Co., Ltd., Legal Representative: Liu Rang, Registered Capital: **320,190,246.00 yuan**[133](index=133&type=chunk) - The company, formerly Xinjiang Tianhong Paper Co., Ltd., was established in 1999 and listed on the Shanghai Stock Exchange in 2001[133](index=133&type=chunk)[134](index=134&type=chunk) - In 2013, the company's controlling shareholder changed to the Twelfth Division State-owned Assets Company, and the actual controller changed to the State-owned Assets Supervision and Administration Commission of the Twelfth Division of Xinjiang Production and Construction Corps[135](index=135&type=chunk) - In 2013, the company acquired Terun Technology equity through asset swap and share issuance, and officially changed its name to Xinjiang Terun Dairy Co., Ltd. on December 31, 2013[136](index=136&type=chunk)[137](index=137&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk) - The company's business scope includes dairy industry investment and management, animal husbandry investment and management, processing and sales of milk and dairy products, feed processing and sales, crop cultivation and processing, etc[141](index=141&type=chunk) [IV. Basis of Financial Statement Preparation](index=49&type=section&id=IV.%20Basis%20of%20Financial%20Statement%20Preparation) This section explains the basis for preparing the company's financial statements, which is the going concern assumption, adherence to "Enterprise Accounting Standards" and relevant disclosure regulations, and the accrual basis and historical cost as measurement bases - The Group's financial statements are prepared on a going concern basis, based on actual transactions and events, in accordance with the "Enterprise Accounting Standards" issued by the Ministry of Finance and the disclosure requirements of the China Securities Regulatory Commission's "Reporting Rules for Information Disclosure by Companies Issuing Securities to the Public No. 15 - General Provisions for Financial Reports (Revised 2023)"[142](index=142&type=chunk) - The Group's accounting is based on the accrual basis, and except for certain financial instruments, these financial statements are measured at historical cost[142](index=142&type=chunk) - The company will continue to operate for **12 months** from the reporting period, and there are no significant doubts about its ability to continue as a going concern[143](index=143&type=chunk) [V. Significant Accounting Policies and Accounting Estimates](index=49&type=section&id=V.%20Significant%20Accounting%20Policies%20and%20Accounting%20Estimates) This section elaborates on the significant accounting policies and estimates followed by the company in preparing its financial statements, covering business combinations, financial instruments, inventories, fixed assets, biological assets, intangible assets, revenue recognition, government grants, deferred income tax, and other aspects - The financial statements prepared by the company comply with the requirements of enterprise accounting standards and truly and completely reflect the financial position, operating results, and cash flows of the company and the Group[145](index=145&type=chunk) - The company's accounting year adopts the calendar year, i.e., from January 1 to December 31 each year[146](index=146&type=chunk) - The company uses **12 months** as an operating cycle and as the standard for classifying assets and liabilities as current or non-current[147](index=147&type=chunk) - The company's functional currency is RMB[148](index=148&type=chunk) - The company classifies financial assets into three categories based on the business model for managing them and their contractual cash flow characteristics: measured at amortized cost, measured at fair value through other comprehensive income, and measured at fair value through profit or loss[163](index=163&type=chunk) - The company classifies financial liabilities as financial liabilities measured at fair value through profit or loss and other financial liabilities upon initial recognition[165](index=165&type=chunk) - The company depreciates fixed assets using the straight-line method, with depreciation periods of **10-40 years** for buildings, **10-20 years** for machinery and equipment, **5-10 years** for transportation vehicles, **5 years** for electronic equipment, and **5-13 years** for other equipment[195](index=195&type=chunk) - The company depreciates productive biological assets (adult dairy cows) using the straight-line method, with a useful life of **6-8 years**, an estimated net residual value of **30%**, and an annual depreciation rate of **11.67%-8.75%**[199](index=199&type=chunk) - The company recognizes revenue when the customer obtains control of the related goods, and revenue is recognized based on the progress of performance or at a specific point in time[215](index=215&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk) [VI. Taxation](index=69&type=section&id=VI.%20Taxation) This section details the main tax types and applicable tax rates for the company and its subsidiaries, and explains the tax preferential policies enjoyed, including enterprise income tax exemption for initial processing of agricultural products, Western Development enterprise income tax incentives, enterprise income tax exemption for agriculture, forestry, animal husbandry, and fishery projects, and small and micro enterprise income tax incentives Main Tax Types and Rates | Tax Type | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax (VAT) | Taxable income is used to calculate output VAT at the applicable rate, and VAT is paid based on the difference after deducting

证券之星消息，8月21日饮料乳品板块较上一交易日上涨0.49%，品渥食品领涨。当日上证指数报收于 3771.1，上涨0.13%。深证成指报收于11919.76，下跌0.06%。饮料乳品板块个股涨跌见下表： | 代码 | 名称 | 收盘价 | 涨跌幅 | 成交量(手) | 成交额(元) | | --- | --- | --- | --- | --- | --- | | 300892 | 铝酒食品 | 37.03 | 1.67% | 10.37万 | 3.84亿 | | 605499 | 东鹏饮料 | 302.75 | 1.59% | 2.49万 | 7.54亿 | | 600419 | 天润乳业 | 11.62 | 1.22% | 5.68万 | 6583.11万 | | 600887 | 伊利股份 | 27.64 | 0.66% | 69.91万 | 19.32亿 | | 603156 | 养元饮品 | 21.95 | 0.55% | 2.90万 | 6360.26万 | | 605388 | 均瑶健康 | 8.15 | 0.37% | 38.28万 | 3.13亿 | | 600597 | 光明乳业 | 8 ...

证券代码：600419 证券简称：天润乳业 债券代码：110097 债券简称：天润转债 中信建投证券股份有限公司 关于新疆天润乳业股份有限公司 可转换公司债券转股价格调整 的临时受托管理事务报告 债券受托管理人 二〇二五年八月 中信建投证券股份有限公司（以下简称"保荐人""受托管理人""中信建 投"）作为新疆天润乳业股份有限公司（以下简称"天润乳业""公司"）2024 年向不特定对象发行可转换公司债券的保荐人、主承销商和受托管理人，持续密 切关注对债券持有人权益有重大影响的事项。 根据《公司债券发行与交易管理办法》《公司债券受托管理人执业行为准则》 《可转换公司债券管理办法》等相关规定及《新疆天润乳业股份有限公司向不特 定对象发行可转换公司债券募集说明书》（以下简称"《募集说明书》"）、《新 疆天润乳业股份有限公司向不特定对象发行可转换公司债券之受托管理协议》 （以下简称"《受托管理协议》"）的约定以及发行人于 2025 年 8 月 16 日披露 的《新疆天润乳业股份有限公司关于因实施回购股份注销调整可转债转股价格的 公告》（公告编号：2025-039），就天润转债的重大事项报告如下： 一、可转债发行上市概况 ...

从资金流向上来看，当日饮料乳品板块主力资金净流入7803.11万元，游资资金净流出2.2亿元，散户资 金净流入1.42亿元。饮料乳品板块个股资金流向见下表： 以上内容为证券之星据公开信息整理，由AI算法生成（网信算备310104345710301240019号），不构成投资建议。 | 代码 | 名称 | 收盘价 | 涨跌幅 | 成交量(手) | 成交额(元) | | --- | --- | --- | --- | --- | --- | | 300106 | 西部牧业 | 12.31 | 2.50% | 24.57万 | 2.99亿 | | 300892 | 铝酒食品 | 33.72 | 2.40% | 4.23万 | 1.42 Z | | 300898 | 熊猫乳品 | 28.06 | 2.33% | 7.02万 | 1.95亿 | | 832786 | 骑士乳业 | 10.89 | 2.25% | 17.14万 | 1.85亿 | | 300915 | 海融科技 | 26.83 | 1.98% | 2.01万 | 5352.85万 | | 300997 | 欢乐家 | 16.13 | 1.96% | 4. ...

Core Viewpoint - The company announced an adjustment to the conversion price of its convertible bonds due to the repurchase and cancellation of shares, resulting in a new conversion price of 8.21 yuan per share effective from August 19, 2025 [6][18][21]. Group 1: Convertible Bond Issuance and Adjustment - The company issued 9.9 million convertible bonds on October 24, 2024, with a total value of 990 million yuan and an initial conversion price of 8.30 yuan per share [2][16]. - The conversion price was adjusted to 8.28 yuan per share on June 27, 2025, following the company's annual equity distribution [2][18]. - The conversion price will be further adjusted to 8.21 yuan per share due to the cancellation of 4,799,955 shares, which represents a decrease in the company's total share capital [5][6][18]. Group 2: Share Repurchase and Cancellation - The company decided to change the purpose of the repurchased shares from employee stock ownership plans to cancellation, which was approved in meetings held on June 5 and June 24, 2025 [3][12]. - The cancellation of the repurchased shares was completed on August 12, 2025, and the company will proceed with the necessary registration changes [3][13]. Group 3: Redemption Terms and Decisions - The company’s convertible bonds have a conditional redemption clause that was triggered when the stock price exceeded 130% of the conversion price for at least 15 trading days [19][21]. - On August 15, 2025, the board decided not to exercise the early redemption option for the convertible bonds, citing confidence in the company's future and market conditions [14][22].

Group 1 - The controlling shareholder, Xinjiang Production and Construction Corps 12th Division State-owned Assets Investment Development Group Co., Ltd., has reduced its holdings of the company's convertible bonds from July 16, 2025, to August 15, 2025 [1][2] - The company issued a total of 990 million yuan in convertible bonds, which were listed on the Shanghai Stock Exchange on November 15, 2024, under the name "Tianrun Convertible Bonds" [1][2] - The controlling shareholder initially subscribed for 307,890,000 yuan (3,078,900 bonds), accounting for 31.10% of the total issuance [2] Group 2 - The shareholder reduced its holdings by 996,770 bonds during the specified period, which represents 10.07% of the total issuance [2] - Prior to the reduction, the controlling shareholder held 2,062,840 bonds, which accounted for 20.84% of the total issuance [2] - After the reduction, the controlling shareholder's holdings decreased to 1,066,070 bonds, representing 10.77% of the total issuance [2]

Core Viewpoint - Xinjiang Tianrun Dairy Co., Ltd. has decided not to exercise the early redemption rights of its convertible bonds, known as "Tianrun Convertible Bonds," despite triggering the conditional redemption clause due to stock price performance [2][3][4]. Group 1: Convertible Bond Issuance and Terms - The company issued 9.9 million convertible bonds with a total value of 990 million yuan, maturing in six years with a tiered interest rate starting from 0.30% in the first year to 2.00% in the sixth year [3][4]. - The conversion price for the bonds was adjusted to 8.28 yuan per share as of June 27, 2025, due to the company's equity distribution [4][5]. - The conditional redemption clause allows the company to redeem the bonds if the stock price remains above 10.76 yuan (130% of the conversion price) for at least 15 trading days within a 30-day period [4][6]. Group 2: Decision on Early Redemption - The company's board of directors, in a meeting held on August 15, 2025, unanimously decided not to exercise the early redemption rights for the "Tianrun Convertible Bonds," citing confidence in the company's future prospects and market conditions [2][3][7]. - The company will not exercise the early redemption rights for the next three months, with a review planned if the redemption conditions are triggered again after November 15, 2025 [3][8]. Group 3: Shareholder Activity - The actual controller and major shareholders of the company have reduced their holdings of the convertible bonds prior to the redemption conditions being met, with the largest shareholder reducing their holdings from 3,078,900 to 1,066,070 bonds [7]. - The major shareholder has committed to comply with legal regulations regarding any future reductions in bond holdings [7]. Group 4: Regulatory Compliance - The underwriting institution, CITIC Securities, confirmed that the decision not to redeem the bonds early was made following necessary procedures and complies with relevant regulations and the terms outlined in the offering prospectus [7][8].

Group 1 - The company has completed the repurchase and cancellation of 4,799,955 shares, which will lead to a reduction in registered capital [3][4][5] - The decision to change the purpose of the repurchased shares from employee stock ownership plans to cancellation was approved in the 21st meeting of the 8th Board of Directors [3][4] - No creditors raised objections or claims regarding the repurchase and cancellation during the designated creditor declaration period [3][4] Group 2 - The total share capital before the cancellation was 320,306,732 shares, which will be reduced to 315,506,777 shares after the cancellation [5] - The number of unrestricted circulating shares decreased from 320,306,732 to 315,506,777 shares due to the cancellation [5] - The company will proceed with the necessary procedures for business registration changes following the cancellation [4][5]

Core Viewpoint - The company is adjusting the conversion price of its convertible bonds due to the repurchase and cancellation of shares, resulting in a new conversion price of 8.21 CNY per share effective from August 19, 2025 [1][4]. Group 1: Share Repurchase and Bond Adjustment - The company has completed the repurchase and cancellation of 4,799,955 shares on August 12, 2025, which necessitated the adjustment of the conversion price for the "Tianrun Convertible Bonds" [3]. - The initial conversion price was set at 8.30 CNY per share when the bonds were issued on October 24, 2024, and was adjusted to 8.28 CNY per share on June 27, 2025, due to the company's annual equity distribution [2][3]. - The new conversion price of 8.21 CNY per share is calculated based on the formula provided in the bond issuance prospectus, reflecting the impact of the share cancellation [4]. Group 2: Regulatory Compliance and Announcement - The company has ensured compliance with the relevant regulations set by the China Securities Regulatory Commission regarding the adjustment of convertible bond prices following changes in share capital [3]. - The board of directors and all directors have guaranteed the accuracy and completeness of the announcement regarding the bond price adjustment [1].