证券代码：600962 证券简称：国投中鲁 公告编号：2025-048 国投中鲁果汁股份有限公司 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法律责任。 一、本次交易的基本情况 国投中鲁果汁股份有限公司（以下简称国投中鲁或公司）拟通过发行股份向 国家开发投资集团有限公司、宁波市新世达壹号管理咨询合伙企业（有限合伙）、 国家集成电路产业投资基金二期股份有限公司、广州产投建广股权投资合伙企业 （有限合伙）、广州湾区智能传感器产业集团有限公司、科改策源（重庆）私募 股权投资基金合伙企业（有限合伙）、国华军民融合产业发展基金（有限合伙） 购买其合计持有的中国电子工程设计院股份有限公司 100%股份，并向不超过 35 名特定投资者发行股份募集配套资金（以下简称本次交易）。 二、本次交易的进展情况 因筹划本次交易相关事项，公司股票自2025年6月23日（星期一）开市起停 牌，合计停牌时间不超过10个交易日，具体内容详见公司于2025年6月24日在上 海证券交易所网站（www.sse.com.cn）及指定媒体披露的《国投中鲁关于筹划重 大资产重组的 ...

Group 1 - The company reported a revenue of 1.007 billion yuan for the first half of 2025, representing a year-on-year increase of 39.68% [2] - The net profit attributable to shareholders of the listed company reached 25.0802 million yuan, showing a significant year-on-year growth of 2149.03% [2]

Group 1 - The company Guotou Zhonglu (600962.SH) reported a revenue of 1.007 billion yuan for the first half of the year, representing a year-on-year growth of 39.68% [1] - The net profit for the same period was 25.0802 million yuan, showing a significant year-on-year increase of 2149.03% [1]

(本文来自第一财经) 国投中鲁公告，2025年上半年营业收入10.07亿元，同比增长39.68%；归属于上市公司股东的净利润 2508.02万元，同比增长2149.03%。 ...

Part I Definitions This section defines common terms to ensure consistent understanding of professional terminology and company-related entities [Definitions of Common Terms](index=4&type=section&id=%E5%B8%B8%E7%94%A8%E8%AF%8D%E8%AF%AD%E9%87%8A%E4%B9%89) This section defines common terms to ensure consistent understanding of professional terminology and company-related entities - The reporting period refers to the accounting period from **January 1, 2025, to June 30, 2025**[11](index=11&type=chunk) - "Company", "the Company", and "SDIC Zhonglu" all refer to **SDIC Zhonglu Fruit Juice Co., Ltd**[11](index=11&type=chunk) Part II Company Profile and Key Financial Indicators This section provides an overview of the company's basic information, key financial performance, and significant changes during the reporting period [Company Information](index=5&type=section&id=%E5%85%AC%E5%8F%B8%E4%BF%A1%E6%81%AF) This section provides basic registration details, including the company's name, legal representative, and any changes - The company's Chinese name is SDIC Zhonglu Fruit Juice Co., Ltd., with **Mr. Wang Wei serving as the legal representative since July 16, 2025**[13](index=13&type=chunk) [Contact Persons and Information](index=5&type=section&id=%E8%81%94%E7%B3%BB%E4%BA%BA%E5%92%8C%E8%81%94%E7%B3%BB%E6%96%B9%E5%BC%8F) This section provides contact details for the board secretary and securities affairs representative for investor communication - The Board Secretary is **Yin Shi**, and the Securities Affairs Representative is **Yao Tielong**, both located at 21st Floor, Block B, Wantong Financial Center, No. 2 Fuchengmenwai Street, Xicheng District, Beijing[14](index=14&type=chunk) [Overview of Basic Information Changes](index=5&type=section&id=%E5%9F%BA%E6%9C%AC%E6%83%85%E5%86%B5%E5%8F%98%E6%9B%B4%E7%AE%80%E4%BB%8B) This section summarizes the company's registered and office addresses, with no significant changes during the reporting period - The company's registered address is Room 205, No. 7 Kexing Road, Fengtai District, Beijing, and its office address is 21st Floor, Block B, Wantong Financial Center, No. 2 Fuchengmenwai Street, Xicheng District, Beijing[15](index=15&type=chunk) [Overview of Information Disclosure and Document Storage Location Changes](index=5&type=section&id=%E4%BF%A1%E6%81%AF%E6%8A%AB%E9%9C%B2%E5%8F%8A%E5%A4%87%E7%BD%AE%E5%9C%B0%E7%82%B9%E5%8F%98%E6%9B%B4%E6%83%85%E5%86%B5%E7%AE%80%E4%BB%8B) This section details the company's information disclosure channels and report storage location, with no changes in the reporting period - The company's designated information disclosure newspapers are **"China Securities Journal"** and **"Shanghai Securities News"**, and the website for semi-annual reports is **www.sse.com.cn**[16](index=16&type=chunk) [Company Stock Overview](index=5&type=section&id=%E5%85%AC%E5%8F%B8%E8%82%A1%E7%A5%A8%E7%AE%80%E5%86%B5) This section provides details on the company's A-share listing, including its exchange, abbreviation, and stock code - The company's A-shares are listed on the Shanghai Stock Exchange, with stock abbreviation **"SDIC Zhonglu"** and stock code **"600962"**[17](index=17&type=chunk) [Key Accounting Data and Financial Indicators](index=6&type=section&id=%E5%85%AC%E5%8F%B8%E4%B8%BB%E8%A6%81%E4%BC%9A%E8%AE%A1%E6%95%B0%E6%8D%AE%E5%92%8C%E8%B4%A2%E5%8A%A1%E6%8C%87%E6%A0%87) The company's operating revenue and total profit significantly increased due to higher customer orders, sales growth, and reduced credit impairment losses Key Accounting Data for H1 2025 | Key Accounting Data | Current Period (Jan-Jun) | Prior Period | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,007,394,327.48 | 721,233,050.66 | 39.68 | | Total Profit | 37,231,727.37 | 4,952,658.85 | 651.75 | | Net Profit Attributable to Shareholders of Listed Company | 25,080,177.53 | 1,115,155.09 | 2,149.03 | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-recurring Gains/Losses) | 22,230,288.21 | 979,150.57 | 2,170.36 | | Net Cash Flow from Operating Activities | 874,649,358.73 | 415,280,711.09 | 110.62 | | Net Assets Attributable to Shareholders of Listed Company (End of Period) | 939,613,711.63 | 897,363,470.52 | 4.71 | | Total Assets (End of Period) | 2,047,086,766.13 | 2,814,097,049.95 | -27.26 | Key Financial Indicators for H1 2025 | Key Financial Indicators | Current Period (Jan-Jun) | Prior Period | YoY Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (CNY/share) | 0.0956 | 0.0043 | 2,123.26 | | Diluted Earnings Per Share (CNY/share) | 0.0956 | 0.0043 | 2,123.26 | | Basic EPS Excluding Non-recurring Gains/Losses (CNY/share) | 0.0848 | 0.0037 | 2,191.89 | | Weighted Average Return on Net Assets (%) | 2.73 | 0.13 | Increased by 2.60 percentage points | | Weighted Average Return on Net Assets Excluding Non-recurring Gains/Losses (%) | 2.42 | 0.11 | Increased by 2.31 percentage points | - The changes in key accounting data and financial indicators are primarily due to **higher customer order demand and increased sales volume**, leading to increased operating revenue and gross profit, alongside a **significant reduction in credit impairment losses** compared to the prior period[21](index=21&type=chunk) [Non-recurring Gains and Losses Items and Amounts](index=6&type=section&id=%E9%9D%9E%E7%BB%8F%E5%B8%B8%E6%80%A7%E6%8D%9F%E7%9B%8A%E9%A1%B9%E7%9B%AE%E5%92%8C%E9%87%91%E9%A2%9D) This section details the composition and total amount of non-recurring gains and losses, including asset disposal, government grants, and fair value changes Non-recurring Gains and Losses Items for H1 2025 | Non-recurring Gains and Losses Item | Amount (CNY) | | :--- | :--- | | Gains or losses on disposal of non-current assets, including the write-back of asset impairment provisions | 210,980.64 | | Government grants recognized in current profit or loss (excluding those closely related to the company's normal business operations, compliant with national policies, enjoyed according to fixed standards, and having a continuous impact on the company's profit or loss) | 390,496.83 | | Gains or losses from changes in fair value of financial assets and liabilities held by non-financial enterprises, and gains or losses from disposal of financial assets and liabilities, excluding effective hedging activities related to the company's normal business operations | 2,359,800.00 | | Other non-operating income and expenses apart from the above items | -54,867.25 | | Less: Income tax impact | 45,104.28 | | Minority interests impact (after tax) | 11,416.62 | | **Total** | **2,849,889.32** | Part III Management Discussion and Analysis This section provides a comprehensive analysis of the company's industry, business operations, core competitiveness, and financial performance during the reporting period [Industry and Main Business Overview During the Reporting Period](index=8&type=section&id=%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E5%85%AC%E5%8F%B8%E6%89%80%E5%B1%9E%E8%A1%8C%E4%B8%9A%E5%8F%8A%E4%B8%BB%E8%90%A5%E4%B8%9A%E5%8A%A1%E6%83%85%E5%86%B5%E8%AF%B4%E6%98%8E) This section describes the concentrated fruit and vegetable juice industry, the company's main business, operating model, and leading global market position for concentrated apple juice - Concentrated fruit and vegetable juice products are **basic raw materials for the food and beverage industry**, with sustainable overall market demand, and **concentrated apple juice is the dominant product**[26](index=26&type=chunk)[27](index=27&type=chunk) - The company adopts a **"produce-to-order, seasonal production, annual sales"** operating strategy, with production facilities in major apple-producing regions of China and Europe to ensure dynamic raw material management and rational production planning[28](index=28&type=chunk) - The company holds a **leading position in the global concentrated apple juice industry**, with its domestic and overseas subsidiaries' total concentrated apple juice exports accounting for approximately **8% of the global total in 2024**, and domestic subsidiaries' exports accounting for approximately **20% of China's total**[29](index=29&type=chunk) [Discussion and Analysis of Operations](index=8&type=section&id=%E7%BB%8F%E8%90%A5%E6%83%85%E5%86%B5%E7%9A%84%E8%AE%A8%E8%AE%BA%E4%B8%8E%E5%88%86%E6%9E%90) The company achieved positive operating results through strategic guidance, lean management, optimized sales, and scientific innovation, while also disclosing a major asset restructuring plan - Under the strategic guidance of the **"14th Five-Year Plan" development plan optimization and adjustment scheme**, the company systematically promotes the implementation of the plan, focusing on precise achievement of planning objectives[30](index=30&type=chunk) - The company continues to deepen **"lean management"**, aiming for **"efficient operations, stable quality, and waste elimination"** to enhance management levels and ensure stable main business development[32](index=32&type=chunk) - To mitigate the impact of tariff changes, the company closely monitors tariff trends, **adjusts shipping plans promptly, controls related expenses**, and intensifies efforts to expand into domestic and emerging markets[33](index=33&type=chunk) - The company actively participates in the **"14th Five-Year Plan" national key R&D program's China-Europe cooperation project**, securing **3 patent authorizations** and deepening collaboration with renowned domestic universities and research institutions to enhance competitive vitality[34](index=34&type=chunk) - The company is planning a major asset restructuring, intending to acquire **100% of China Electronic Engineering Design Institute Co., Ltd. shares through a stock issuance** and raise supporting funds from no more than 35 specific investors[35](index=35&type=chunk)[36](index=36&type=chunk) [Analysis of Core Competitiveness During the Reporting Period](index=9&type=section&id=%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E6%A0%B8%E5%BF%83%E7%AB%9E%E4%BA%89%E5%8A%9B%E5%88%86%E6%9E%90) The company's core competitiveness stems from its brand, robust quality management, global production and sales network, and strong R&D capabilities - As a pioneer in China's concentrated apple juice processing industry, the company has established a **high reputation and strong brand recognition**, fostering deep and stable partnerships with world-renowned beverage and food companies[38](index=38&type=chunk) - The company has established a **comprehensive food safety and quality management system**, being among the first domestic enterprises to obtain **ISO9001 and HACCP certifications**, with several subsidiaries also certified with FSSC22000, Kosher, and HALAL[39](index=39&type=chunk)[40](index=40&type=chunk) - The company has established **production bases in China and Poland**, leveraging sales teams in Beijing, the US, and Poland to reach over **30 countries and regions globally**, forming a "China-Europe" dual production capacity layout and a global sales network[41](index=41&type=chunk) - The company possesses **extensive technological accumulation and rich R&D experience** in fruit and vegetable processing, with a diversified business foundation; its Rushan R&D Center is equipped with a fully functional integrated fruit and vegetable processing pilot line and maintains close cooperation with multiple renowned domestic universities and research institutes[42](index=42&type=chunk) [Key Operating Performance During the Reporting Period](index=10&type=section&id=%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E4%B8%BB%E8%A6%81%E7%BB%8F%E8%90%A5%E6%83%85%E5%86%B5) This section analyzes changes in financial statement items, asset-liability status, investment, and subsidiary performance, detailing operational shifts and influencing factors - Changes in **operating revenue and operating costs** were primarily due to **increased sales volume**[44](index=44&type=chunk) - Changes in **selling expenses** were mainly due to a **year-on-year increase in land transportation costs** influenced by sales volume in the current period[44](index=44&type=chunk) - Changes in **financial expenses** were primarily due to a **year-on-year increase in interest expenses** and a **decrease in net exchange gains/losses**[44](index=44&type=chunk) - Changes in **net cash flow from operating activities** were mainly due to a **year-on-year increase in cash received from sales of goods and rendering of services** in the current period[44](index=44&type=chunk) [Asset and Liability Status](index=11&type=section&id=%E8%B5%84%E4%BA%A7%E5%8F%8A%E8%B4%9F%E5%80%BA%E7%8A%B6%E5%86%B5) At period-end, monetary funds, prepayments, construction in progress, and undistributed profits increased, while accounts receivable, inventories, total assets, short-term borrowings, accounts payable, contract liabilities, and taxes payable decreased Changes in Asset and Liability Status | Item | Amount at Period-End (CNY) | Proportion of Total Assets at Period-End (%) | Amount at Prior Year-End (CNY) | Proportion of Total Assets at Prior Year-End (%) | Change from Prior Year-End (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 256,078,894.93 | 12.51 | 161,877,407.49 | 5.75 | 58.19 | | Accounts Receivable | 368,773,952.31 | 18.01 | 556,367,654.91 | 19.77 | -33.72 | | Inventories | 588,187,935.52 | 28.73 | 1,257,638,600.02 | 44.69 | -53.23 | | Prepayments | 44,315,688.20 | 2.16 | 8,088,725.19 | 0.29 | 447.87 | | Construction in Progress | 9,249,743.33 | 0.45 | 1,067,928.19 | 0.04 | 766.14 | | Short-term Borrowings | 829,225,113.23 | 40.51 | 1,561,713,707.13 | 55.50 | -46.90 | | Accounts Payable | 39,367,294.44 | 1.92 | 107,413,308.28 | 3.82 | -63.35 | | Undistributed Profits | 64,715,690.95 | 3.16 | 39,635,513.42 | 1.41 | 63.28 | - **Monetary funds increased** primarily due to higher bank deposits; **accounts receivable decreased** mainly due to intensified collection efforts and reduced credit-period receivables; **inventories decreased** primarily due to increased sales volume and reduced stock; **short-term borrowings decreased** mainly due to enhanced accounts receivable management, reducing demand for bank loans; **undistributed profits increased** primarily due to profitability in the current year[47](index=47&type=chunk) [Overseas Asset Status](index=11&type=section&id=%E5%A2%83%E5%A4%96%E8%B5%84%E4%BA%A7%E6%83%85%E5%86%B5) This section details the company's overseas assets, their proportion of total assets, and the operating performance of key overseas subsidiaries - **Overseas assets totaled CNY 723.71 million**, accounting for **35.35% of total assets**[48](index=48&type=chunk) Financial Data of Major Overseas Subsidiaries | Overseas Asset Name | Operating Revenue (CNY) | Net Profit (CNY) | | :--- | :--- | :--- | | Zhonglu America | 536,430,790.97 | -17,478,623.96 | | Zhonglu Europe | 59,304,943.18 | -20,325,300.43 | [Investment Status Analysis](index=13&type=section&id=%E6%8A%95%E8%B5%84%E7%8A%B6%E5%86%B5%E5%88%86%E6%9E%90) The company's fair value financial assets were mainly derivative instruments, totaling CNY 41,100 at period-end, with hedging objectives and risk control measures detailed Financial Assets Measured at Fair Value | Asset Category | Amount at Period-End (CNY) | | :--- | :--- | | Derivative Instruments | 41,100.00 | | **Total** | **41,100.00** | - The company utilizes the **hedging function of foreign exchange instruments** to effectively manage exchange rate risks, reducing the adverse impact of exchange rate fluctuations on operating results and enhancing financial stability[54](index=54&type=chunk) - During the reporting period, the company recorded a **delivery loss of CNY 1.3 million from forward foreign exchange contracts** and a **fair value change gain of CNY 3.66 million**[54](index=54&type=chunk) [Analysis of Major Holding and Participating Companies](index=15&type=section&id=%E4%B8%BB%E8%A6%81%E6%8E%A7%E8%82%A1%E5%8F%82%E8%82%A1%E5%85%AC%E5%8F%B8%E5%88%86%E6%9E%90) This section presents financial data for major holding subsidiaries, including total assets, net assets, operating revenue, operating profit, and net profit Financial Data of Major Holding Subsidiaries | Company Name | Total Assets (CNY 10k) | Net Assets (CNY 10k) | Operating Revenue (CNY 10k) | Operating Profit (CNY 10k) | Net Profit (CNY 10k) | | :--- | :--- | :--- | :--- | :--- | :--- | | Wanrong Zhonglu | 7,311.45 | 3,108.02 | 2,799.50 | 464.99 | 461.52 | | Zhonglu America | 34,912.12 | 3,829.91 | 53,643.08 | -1,747.86 | -1,747.86 | | Liaoning Zhonglu | 13,031.52 | 6,881.68 | 4,346.14 | 422.96 | 418.95 | | Hebei Zhonglu | 13,984.38 | 9,400.75 | 5,427.39 | 586.96 | 586.31 | | Zhongxin Fruit Industry | 34,936.16 | 20,637.24 | 7,055.22 | 770.92 | 740.20 | | Zhonglu Europe | 28,184.86 | 15,531.13 | 5,930.49 | -2,086.40 | -2,032.53 | [Other Disclosure Matters](index=16&type=section&id=%E5%85%B6%E4%BB%96%E6%8A%AB%E9%9C%B2%E4%BA%8B%E9%A1%B9) This section details the company's main risks, such as raw material price, market demand, and exchange rate fluctuations, and their mitigation strategies - The company's main business is the production and sale of concentrated fruit and vegetable juice, with apples as a core raw material; their procurement cost constitutes a significant portion of production costs, exposing the company to **risks of apple yield and raw fruit price fluctuations**[57](index=57&type=chunk) - The company's main product, concentrated apple juice, is primarily for export, facing challenges from **market demand fluctuations, escalating Sino-US trade friction, and unstable geopolitical situations**[58](index=58&type=chunk) - The company has a high proportion of export business, primarily settled in USD, facing **exchange rate fluctuation risks**, which will be hedged by closely monitoring exchange rate trends, strengthening foreign currency asset management, and utilizing hedging tools like forward foreign exchange settlements[59](index=59&type=chunk) Part IV Corporate Governance, Environment, and Society This section covers changes in the company's directors and senior management, profit distribution plans, and environmental information disclosure for listed subsidiaries [Changes in Company Directors and Senior Management](index=17&type=section&id=%E5%85%AC%E5%8F%B8%E8%91%A3%E4%BA%8B%E3%80%81%E9%AB%98%E7%BA%A7%E7%AE%A1%E7%90%86%E4%BA%BA%E5%91%98%E5%8F%98%E5%8A%A8%E6%83%85%E5%86%B5) The company saw multiple changes in directors and senior management, including elections, board re-election, and appointments, during the reporting period - On **January 21, 2025, Mr. Liu Zhong was elected as a company director**[63](index=63&type=chunk) - On **April 18, 2025, the company abolished its supervisory board** and completed the re-election of the board of directors, with **Ms. Li Ling and Mr. Liu Bin elected as new independent directors**[63](index=63&type=chunk) - On **May 27, 2025, Mr. Chen Hao resigned as director and general manager**, while **Mr. Wang Wei was appointed as general manager**, and **Mr. Chen Hao was appointed as Chief Marketing Officer**[64](index=64&type=chunk) - On **July 16, 2025, Mr. He Jun resigned as chairman**, and the company's board of directors elected **Mr. Wang Wei as the new chairman of the Ninth Board of Directors**[65](index=65&type=chunk) [Profit Distribution or Capital Reserve Conversion Plan](index=18&type=section&id=%E5%88%A9%E6%B6%A6%E5%88%86%E9%85%8D%E6%88%96%E8%B5%84%E6%9C%AC%E5%85%AC%E7%A7%AF%E9%87%91%E8%BD%AC%E5%A2%9E%E9%A2%84%E6%A1%88) The company did not propose any semi-annual profit distribution or capital reserve conversion plans during the reporting period - The company has **no profit distribution plan or capital reserve conversion plan** for this semi-annual period[67](index=67&type=chunk) [Environmental Information of Listed Companies and Their Major Subsidiaries Included in the Legally Mandated Environmental Information Disclosure List](index=18&type=section&id=%E7%BA%B3%E5%85%A5%E7%8E%AF%E5%A2%83%E4%BF%A1%E6%81%AF%E4%BE%9D%E6%B3%95%E6%8A%AB%E9%9C%B2%E4%BC%81%E4%B8%9A%E5%90%8D%E5%8D%95%E7%9A%84%E4%B8%8A%E5%B8%82%E5%85%AC%E5%8F%B8%E5%8F%8A%E5%85%B6%E4%B8%BB%E8%A6%81%E5%AD%90%E5%85%AC%E5%8F%B8%E7%9A%84%E7%8E%AF%E5%A2%83%E4%BF%A1%E6%83%85%E5%86%B5) This section identifies four subsidiaries on the legally mandated environmental information disclosure list and provides an inquiry index - **Four of the company's subsidiaries are included in the legally mandated environmental information disclosure list**: Hebei SDIC Zhonglu Fruit and Vegetable Juice Co., Ltd., Shanxi SDIC Zhonglu Fruit Juice Co., Ltd., Wanrong Zhonglu Fruit Juice Co., Ltd., and Yunnan SDIC Zhonglu Fruit Juice Co., Ltd[68](index=68&type=chunk) Part V Significant Matters This section details the fulfillment of commitments, significant related-party transactions, and major contracts during the reporting period [Fulfillment of Commitments](index=20&type=section&id=%E6%89%BF%E8%AF%BA%E4%BA%8B%E9%A1%B9%E5%B1%A5%E8%A1%8C%E6%83%85%E5%86%B5) The controlling shareholder, SDIC Group, strictly fulfilled its long-term commitment to avoid horizontal competition during the reporting period - The controlling shareholder, **State Development & Investment Corporation (SDIC) Group**, committed not to directly or indirectly engage in or participate in any business or activity that constitutes commercial competition with the company, both domestically and internationally[71](index=71&type=chunk) - This commitment has been **long-term effective since February 28, 2002**, and was **strictly fulfilled** during the reporting period[71](index=71&type=chunk) [Significant Related-Party Transactions](index=21&type=section&id=%E9%87%8D%E5%A4%A7%E5%85%B3%E8%81%94%E4%BA%A4%E6%98%93) The company engaged in significant related-party transactions, including financial services, major asset restructuring planning, and fund borrowings - The company signed a **"Financial Services Agreement" with SDIC Finance Co., Ltd.**, valid until the company's 2026 annual general meeting resolution, with a **maximum daily deposit balance not exceeding CNY 800 million** and a **maximum daily loan limit not exceeding CNY 400 million**[72](index=72&type=chunk)[73](index=73&type=chunk) - During the reporting period, the company's **maximum daily deposit balance with SDIC Finance Co., Ltd. was CNY 300 million**, and the **maximum daily loan limit was CNY 200 million**, both within the agreed limits[73](index=73&type=chunk) - The company is planning a major asset restructuring, intending to acquire **100% of China Electronic Engineering Design Institute Co., Ltd. shares from SDIC Group and other parties through a stock issuance** and raise supporting funds[74](index=74&type=chunk)[75](index=75&type=chunk) Related-Party Fund Borrowing Status | Related Party | Borrowing Amount (CNY) | Start Date | Maturity Date | Loan Interest Rate | | :--- | :--- | :--- | :--- | :--- | | SDIC Finance Co., Ltd. | 50,000,000.00 | 2024-11-21 | 2025-03-03 | 2.5000% | | SDIC Finance Co., Ltd. | 50,000,000.00 | 2024-11-21 | 2025-03-06 | 2.5000% | | SDIC Finance Co., Ltd. | 100,000,000.00 | 2024-11-21 | 2025-08-21 | 2.5000% | SDIC Finance Co., Ltd. Financial Business Status | Business Type | Related Party | Maximum Daily Deposit Limit/Loan Limit (CNY) | Deposit Interest Rate Range/Loan Interest Rate | Period-End Balance (CNY) | | :--- | :--- | :--- | :--- | :--- | | Deposit Business | SDIC Finance Co., Ltd. | Not exceeding 800,000,000.00 | 0.05%-0.20% | 52,889,966.73 | | Loan Business | SDIC Finance Co., Ltd. | 200,000,000.00 | 2.50% | 100,000,000.00 | [Major Contracts and Their Fulfillment](index=25&type=section&id=%E9%87%8D%E5%A4%A7%E5%90%88%E5%90%8C%E5%8F%8A%E5%85%B6%E5%B1%A5%E8%A1%8C%E6%83%85%E5%86%B5) The company signed a "Framework Agreement for Issuing Shares to Purchase Assets" with SDIC Group for a major asset restructuring, which remains uncertain pending audit and appraisal completion - On **June 22, 2025, the company signed a "Framework Agreement for Issuing Shares to Purchase Assets" with SDIC Group**, planning a major asset restructuring[86](index=86&type=chunk) - This transaction intends to acquire **100% of China Electronic Engineering Design Institute Co., Ltd. shares through a stock issuance** and raise supporting funds from no more than 35 specific investors[87](index=87&type=chunk) - The audit, appraisal, and due diligence work for the target assets of this transaction are **not yet complete**, and there is **uncertainty regarding the successful approval and implementation** of the transaction[88](index=88&type=chunk) Part VI Share Changes and Shareholder Information This section details the company's share capital changes and shareholder structure, including the total number of shareholders and the top ten shareholders' holdings [Share Capital Changes](index=26&type=section&id=%E8%82%A1%E6%9C%AC%E5%8F%98%E5%8A%A8%E6%83%85%E5%86%B5) The company's total share capital and share structure remained unchanged during the reporting period - During the reporting period, there were **no changes in the company's total share capital or share structure**[91](index=91&type=chunk) [Shareholder Information](index=26&type=section&id=%E8%82%A1%E4%B8%9C%E6%83%85%E5%86%B5) At period-end, the company had 13,131 common shareholders, with controlling shareholder SDIC Group holding 44.57% - As of the end of the reporting period, the total number of common shareholders was **13,131**[92](index=92&type=chunk) Top Ten Shareholders' Holdings as of Period-End | Shareholder Name | Number of Shares Held at Period-End (shares) | Proportion (%) | Shareholder Nature | | :--- | :--- | :--- | :--- | | State Development & Investment Corporation (SDIC) Group | 116,855,469 | 44.57 | State-owned Legal Person | | Rushan State-owned Capital Operation Co., Ltd. | 7,733,348 | 2.95 | State-owned Legal Person | | Huang Dehe | 4,109,580 | 1.57 | Unknown | | Ying Zhijiang | 3,403,000 | 1.30 | Unknown | | Luo Hongbo | 2,306,450 | 0.88 | Unknown | | Liu Fang | 2,108,903 | 0.80 | Unknown | | Jiang Huamin | 1,941,677 | 0.74 | Unknown | | Zheng Fangping | 1,930,697 | 0.74 | Unknown | | Li Guojuan | 1,636,600 | 0.62 | Unknown | | Zhu Hailong | 1,340,000 | 0.51 | Unknown | - The company's controlling shareholder, **State Development & Investment Corporation (SDIC) Group (the principal)**, signed a "Delegated Management Agreement" with its subsidiary, **China SDIC High-tech Industrial Investment Co., Ltd. (the trustee)**, stipulating that the trustee shall fully exercise shareholder rights on behalf of the principal[95](index=95&type=chunk) Part VII Bond-Related Information This section confirms that the company had no corporate bonds, enterprise bonds, non-financial enterprise debt financing instruments, or convertible corporate bonds during the reporting period [Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments](index=29&type=section&id=%E5%85%AC%E5%8F%B8%E5%80%BA%E5%88%B8%EF%BC%88%E5%90%AB%E4%BC%81%E4%B8%9A%E5%80%BA%E5%88%B8%EF%BC%89%E5%92%8C%E9%9D%9E%E9%87%91%E8%9E%8D%E4%BC%81%E4%B8%9A%E5%80%BA%E5%8A%A1%E8%9E%8D%E8%B5%84%E5%B7%A5%E5%85%B7) The company had no corporate bonds or non-financial enterprise debt financing instruments during the reporting period - During the reporting period, the company had **no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments**[99](index=99&type=chunk) [Convertible Corporate Bonds](index=29&type=section&id=%E5%8F%AF%E8%BD%AC%E6%8D%A2%E5%85%AC%E5%8F%B8%E5%80%BA%E5%88%B8%E6%83%85%E5%86%B5) The company had no convertible corporate bonds during the reporting period - During the reporting period, the company had **no convertible corporate bonds**[99](index=99&type=chunk) Part VIII Financial Report This section presents the company's unaudited financial statements for the first half of 2025, including balance sheets, income statements, cash flow statements, and statements of changes in equity, along with detailed notes on accounting policies and financial items [Audit Report](index=30&type=section&id=%E5%AE%A1%E8%AE%A1%E6%8A%A5%E5%91%8A) This semi-annual report is unaudited - This semi-annual report is **unaudited**[5](index=5&type=chunk) [Financial Statements](index=30&type=section&id=%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8) This section presents the company's consolidated and parent company financial statements for H1 2025, reflecting its financial position and operating results - The financial statements include the **Consolidated Balance Sheet, Parent Company Balance Sheet, Consolidated Income Statement, Parent Company Income Statement, Consolidated Cash Flow Statement, Parent Company Cash Flow Statement, Consolidated Statement of Changes in Owners' Equity, and Parent Company Statement of Changes in Owners' Equity**[101](index=101&type=chunk)[104](index=104&type=chunk)[108](index=108&type=chunk)[112](index=112&type=chunk)[115](index=115&type=chunk)[118](index=118&type=chunk)[121](index=121&type=chunk)[128](index=128&type=chunk) [Consolidated Balance Sheet](index=30&type=section&id=%E5%90%88%E5%B9%B6%E8%B5%84%E4%BA%A7%E8%B4%9F%E5%80%BA%E8%A1%A8) As of June 30, 2025, consolidated total assets were CNY 2.047 billion, liabilities CNY 1.024 billion, and owners' equity CNY 1.023 billion Key Data from Consolidated Balance Sheet | Item | June 30, 2025 (CNY) | December 31, 2024 (CNY) | | :--- | :--- | :--- | | Total Assets | 2,047,086,766.13 | 2,814,097,049.95 | | Total Current Assets | 1,314,797,393.48 | 2,080,544,616.54 | | Total Non-current Assets | 732,289,372.65 | 733,552,433.41 | | Total Liabilities | 1,024,420,605.26 | 1,840,070,504.41 | | Total Owners' Equity | 1,022,666,160.87 | 974,026,545.54 | [Parent Company Balance Sheet](index=32&type=section&id=%E6%AF%8D%E5%85%AC%E5%8F%B8%E8%B5%84%E4%BA%A7%E8%B4%9F%E5%80%BA%E8%A1%A8) As of June 30, 2025, parent company total assets were CNY 1.671 billion, liabilities CNY 1.056 billion, and owners' equity CNY 615 million Key Data from Parent Company Balance Sheet | Item | June 30, 2025 (CNY) | December 31, 2024 (CNY) | | :--- | :--- | :--- | | Total Assets | 1,671,407,307.97 | 2,189,995,357.75 | | Total Current Assets | 1,027,930,047.39 | 1,545,404,039.84 | | Total Non-current Assets | 643,477,260.58 | 644,591,317.91 | | Total Liabilities | 1,055,951,773.98 | 1,586,579,393.49 | | Total Owners' Equity | 615,455,533.99 | 603,415,964.26 | [Consolidated Income Statement](index=34&type=section&id=%E5%90%88%E5%B9%B6%E5%88%A9%E6%B6%A6%E8%A1%A8) In H1 2025, total operating revenue reached CNY 1.007 billion (+39.68%), net profit CNY 37.35 million (+659.45%), and net profit attributable to parent company shareholders CNY 25.08 million (+2149.03%) Key Data from Consolidated Income Statement | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Total Operating Revenue | 1,007,394,327.48 | 721,233,050.66 | | Total Operating Costs | 970,792,047.34 | 707,381,906.32 | | Total Profit | 37,231,727.37 | 4,952,658.85 | | Net Profit | 37,348,047.16 | 4,920,406.50 | | Net Profit Attributable to Parent Company Shareholders | 25,080,177.53 | 1,115,155.09 | | Minority Interests | 12,267,869.63 | 3,805,251.41 | | Basic Earnings Per Share (CNY/share) | 0.0956 | 0.0043 | [Parent Company Income Statement](index=36&type=section&id=%E6%AF%8D%E5%85%AC%E5%8F%B8%E5%88%A9%E6%B6%A6%E8%A1%A8) In H1 2025, parent company operating revenue was CNY 566 million, with net profit of CNY 12.04 million, reversing a prior-period loss Key Data from Parent Company Income Statement | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Operating Revenue | 566,190,338.37 | 491,558,638.81 | | Operating Profit | 12,055,214.41 | -7,074,701.29 | | Total Profit | 12,039,569.73 | -5,963,733.68 | | Net Profit | 12,039,569.73 | -5,963,733.68 | [Consolidated Cash Flow Statement](index=38&type=section&id=%E5%90%88%E5%B9%B6%E7%8E%B0%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) In H1 2025, net cash from operating activities was CNY 875 million (+110.62%), net cash outflow from investing activities CNY 11.03 million, and net cash outflow from financing activities CNY 782 million Key Data from Consolidated Cash Flow Statement | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 874,649,358.73 | 415,280,711.09 | | Net Cash Flow from Investing Activities | -11,032,396.89 | -7,299,384.19 | | Net Cash Flow from Financing Activities | -781,965,804.27 | -422,468,067.38 | | Net Increase in Cash and Cash Equivalents | 84,208,714.08 | -7,807,450.67 | [Parent Company Cash Flow Statement](index=39&type=section&id=%E6%AF%8D%E5%85%AC%E5%8F%B8%E7%8E%B0%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) In H1 2025, parent company net cash from operating activities was CNY 1.041 billion, net cash outflow from investing activities CNY 1.46 million, and net cash outflow from financing activities CNY 939 million Key Data from Parent Company Cash Flow Statement | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 1,041,341,413.68 | 397,908,920.38 | | Net Cash Flow from Investing Activities | -1,460,291.39 | 343,355.84 | | Net Cash Flow from Financing Activities | -939,088,375.02 | -399,741,500.04 | | Net Increase in Cash and Cash Equivalents | 101,894,016.71 | 4,222,806.41 | [Consolidated Statement of Changes in Owners' Equity](index=41&type=section&id=%E5%90%88%E5%B9%B6%E6%89%80%E6%9C%89%E8%80%85%E6%9D%83%E7%9B%8A%E5%8F%98%E5%8A%A8%E8%A1%A8) In H1 2025, consolidated owners' equity increased by CNY 48.64 million, mainly due to higher total comprehensive income Changes in Consolidated Owners' Equity | Item | H1 2025 Period-End Balance (CNY) | H1 2025 Period-Beginning Balance (CNY) | | :--- | :--- | :--- | | Paid-in Capital (or Share Capital) | 262,210,000.00 | 262,210,000.00 | | Capital Reserve | 544,367,356.55 | 544,367,356.55 | | Other Comprehensive Income | 23,148,095.35 | 5,978,031.77 | | Surplus Reserve | 45,172,568.78 | 45,172,568.78 | | Undistributed Profits | 64,715,690.95 | 39,635,513.42 | | Total Owners' Equity Attributable to Parent Company | 939,613,711.63 | 897,363,470.52 | | Minority Interests | 83,052,449.24 | 76,663,075.02 | | Total Owners' Equity | 1,022,666,160.87 | 974,026,545.54 | [Parent Company Statement of Changes in Owners' Equity](index=46&type=section&id=%E6%AF%8D%E5%85%AC%E5%8F%B8%E6%89%80%E6%9C%89%E8%80%85%E6%9D%83%E7%9B%8A%E5%8F%98%E5%8A%A8%E8%A1%A8) In H1 2025, parent company owners' equity increased by CNY 12.04 million, mainly due to higher net profit Changes in Parent Company Owners' Equity | Item | H1 2025 Period-End Balance (CNY) | H1 2025 Period-Beginning Balance (CNY) | | :--- | :--- | :--- | | Paid-in Capital (or Share Capital) | 262,210,000.00 | 262,210,000.00 | | Capital Reserve | 519,612,583.66 | 519,612,583.66 | | Other Comprehensive Income | -10,000.00 | -10,000.00 | | Surplus Reserve | 45,172,568.78 | 45,172,568.78 | | Undistributed Profits | -211,529,618.45 | -223,569,188.18 | | Total Owners' Equity | 615,455,533.99 | 603,415,964.26 | [Company Basic Information](index=50&type=section&id=%E5%85%AC%E5%8F%B8%E5%9F%BA%E6%9C%AC%E6%83%85%E5%86%B5) This section outlines the company's establishment, capital, legal representative, address, and main business, classifying it within the beverage manufacturing industry - SDIC Zhonglu Fruit Juice Co., Ltd. was established as a joint-stock company through the overall restructuring of the former Shandong Zhonglu Fruit Juice Co., Ltd., approved by the former State Economic and Trade Commission, and **registered on March 15, 2001**[132](index=132&type=chunk) - The company has undergone several share capital changes, with a current **registered capital of CNY 262.21 million** and a **total share capital of 262.21 million shares**[133](index=133&type=chunk) - The company's legal representative is **Wang Wei**, its registered address is Room 205, No. 7 Kexing Road, Fengtai District, Beijing, and its main business is the production and sale of concentrated fruit and vegetable juice, with concentrated apple juice as its primary product, belonging to the **wine, beverage, and refined tea manufacturing industry**[133](index=133&type=chunk)[134](index=134&type=chunk) [Basis of Financial Statement Preparation](index=50&type=section&id=%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8%E7%9A%84%E7%BC%96%E5%88%B6%E5%9F%BA%E7%A1%80) The financial statements are prepared on a going concern basis, with no significant doubts identified regarding the company's ability to continue as a going concern for the next 12 months - The company's financial statements are prepared on a **going concern basis**[135](index=135&type=chunk) - The company assessed its ability to continue as a going concern for **12 months from the end of the reporting period** and found **no factors that could raise significant doubts** about its going concern ability[136](index=136&type=chunk) [Significant Accounting Policies and Estimates](index=50&type=section&id=%E9%87%8D%E8%A6%81%E4%BC%9A%E8%AE%A1%E6%94%BF%E7%AD%96%E5%8F%8A%E4%BC%9A%E8%AE%A1%E4%BC%B0%E8%AE%A1) This section outlines the company's significant accounting policies and estimates, covering accounting standards, period, operating cycle, functional currency, financial instruments, inventories, and revenue recognition - The financial statements prepared by the company comply with **Enterprise Accounting Standards**, accurately and completely reflecting the company's financial position, operating results, changes in shareholders' equity, and cash flows[138](index=138&type=chunk) - The company's accounting year runs from **January 1 to December 31** of the Gregorian calendar, with a **12-month operating cycle** used as the criterion for classifying assets and liabilities as current or non-current[139](index=139&type=chunk)[140](index=140&type=chunk) - Upon initial recognition, the company's financial assets are classified based on the business model for managing financial assets and the contractual cash flow characteristics of the financial assets, into **financial assets measured at amortized cost, financial assets measured at fair value through other comprehensive income, and financial assets measured at fair value through profit or loss**[150](index=150&type=chunk) - The company's inventories primarily include **raw materials, work-in-progress, and finished goods**, with actual costs determined using the **weighted average method**, and impairment provisions recognized at the lower of cost or net realizable value[165](index=165&type=chunk)[166](index=166&type=chunk) - The company recognizes revenue when it satisfies a performance obligation in a contract, i.e., when the customer obtains control of the relevant goods or services; **domestic sales revenue is recognized upon shipment and customer acceptance**, while **export revenue is recognized upon actual customs declaration and receipt of the bill of lading**[199](index=199&type=chunk)[202](index=202&type=chunk) [Taxation](index=68&type=section&id=%E7%A8%8E%E9%A1%B9) This section details the company's main tax categories and rates, including VAT, property tax, and corporate income tax, along with subsidiary tax incentives Main Tax Categories and Rates | Tax Category | Tax Rate | | :--- | :--- | | Value-Added Tax (VAT) | Domestic sales of goods or taxable services: exempt, 5%, 6%, 9%, 13%; VAT rates applicable to overseas subsidiaries: 0%, 5%, 7%, 8%, 23% | | Export Tax Rebate | Export sales: 13% | | Property Tax | Ad valorem: 1.2%, 12%; Based on rental income: 12%; Building area (Poland): PLN 18.83-20.00/sqm | | Land Use Tax | Land use area: CNY 4/sqm to CNY 11/sqm, CNY 24/sqm, PLN 0.78/sqm | | Urban Maintenance and Construction Tax | Amount of turnover tax payable: 1%, 5%, 7% | | Education Surcharge | Amount of turnover tax payable: 3% | | Local Education Surcharge | Amount of turnover tax payable: 2% | | Corporate Income Tax | Domestic companies based on taxable income: exempt, 25%; Overseas subsidiaries pay according to local laws: 19%, 29.84% | - **SDIC Zhonglu (Shandong) Agriculture and Animal Husbandry Development Co., Ltd.** has enjoyed a **direct VAT exemption policy since June 1, 2011**[218](index=218&type=chunk) - Subsidiaries such as **Linyi SDIC Zhonglu Fruit Juice Co., Ltd., Fuping Zhonglu Fruit and Vegetable Juice Co., Ltd., and Wanrong Zhonglu Fruit Juice Co., Ltd.**, whose apple and pear juice production falls within the scope of agricultural product primary processing eligible for corporate income tax incentives, **continue to enjoy income tax exemption in 2025**[219](index=219&type=chunk) [Notes to Consolidated Financial Statement Items](index=69&type=section&id=%E5%90%88%E5%B9%B6%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8%E9%A1%B9%E7%9B%AE%E6%B3%A8%E9%87%8A) This section provides detailed notes on consolidated financial statement items, including assets, liabilities, equity, income, costs, expenses, profits, and cash flows, with period-end balances and changes - **Monetary funds** at period-end totaled **CNY 256.08 million**, including **CNY 50.55 million deposited overseas** and **restricted monetary funds of CNY 22.31 million (customs deposits)**[221](index=221&type=chunk)[222](index=222&type=chunk) - **Accounts receivable** at period-end had a carrying value of **CNY 368.77 million**, a **33.72% decrease from the beginning of the period**, primarily due to intensified collection efforts and reduced credit-period receivables in the current year[228](index=228&type=chunk)[47](index=47&type=chunk) - **Inventories** at period-end had a carrying value of **CNY 588.19 million**, a **53.23% decrease from the beginning of the period**, primarily due to increased sales volume and reduced stock in the current year[253](index=253&type=chunk)[47](index=47&type=chunk) - **Short-term borrowings** at period-end totaled **CNY 829.23 million**, a **46.90% decrease from the beginning of the period**, primarily due to enhanced accounts receivable management and reduced demand for bank loans[305](index=305&type=chunk)[47](index=47&type=chunk) - **Operating revenue** for the current period was **CNY 1.007 billion**, and **operating costs were CNY 860.11 million**, primarily due to **increased sales volume**[335](index=335&type=chunk)[44](index=44&type=chunk) - **Financial expenses** for the current period were **CNY 20.05 million**, a **51.13% increase from the prior period**, primarily due to a **year-on-year increase in interest expenses** and a **decrease in net exchange gains/losses**[341](index=341&type=chunk)[44](index=44&type=chunk) - **Net cash flow from operating activities** was **CNY 874.65 million**, a **110.62% increase from the prior period**, primarily due to a **year-on-year increase in cash received from sales of goods and rendering of services** in the current period[354](index=354&type=chunk)[44](index=44&type=chunk) [Research and Development Expenses](index=122&type=section&id=%E7%A0%94%E5%8F%91%E6%94%AF%E5%87%BA) The company's total R&D expenses were CNY 1.95 million, fully expensed, mainly for personnel, testing, materials, and depreciation R&D Expenses by Nature of Expense | Item | Current Period Amount (CNY) | Prior Period Amount (CNY) | | :--- | :--- | :--- | | Employee Compensation | 1,173,201.88 | 1,676,931.09 | | Testing and Material Fees | 300,127.43 | 219,008.41 | | Depreciation Expense | 275,557.74 | 795,005.74 | | Other | 204,790.95 | 906,363.42 | | **Total** | **1,953,678.00** | **3,597,308.66** | | Of which: Expensed R&D Expenses | 1,953,678.00 | 3,597,308.66 | [Interests in Other Entities](index=124&type=section&id=%E5%9C%A8%E5%85%B6%E4%BB%96%E4%B8%BB%E4%BD%93%E4%B8%AD%E7%9A%84%E6%9D%83%E7%9B%8A) This section details the company's 18 subsidiaries and explains discrepancies between shareholding percentages and voting rights - The company owns **18 subsidiaries** with business activities covering fruit juice production and sales, feed production and sales, etc., primarily operating in Shandong, Hebei, Liaoning, Shanxi, Yunnan, Shaanxi, California (USA), Singapore, and Poland[365](index=365&type=chunk) - The company holds **40% equity in SDIC Zhonglu (Shandong) Agriculture and Animal Husbandry Development Co., Ltd.**, and it is included in the consolidated scope due to the company's actual control over it[364](index=364&type=chunk) - Subsidiary **Shanxi SDIC Zhonglu Fruit Juice Co., Ltd. holds the remaining 5% equity in Qingdao SDIC Zhonglu Fruit Juice Co., Ltd.**, with voting rights exercised by the company on its behalf[364](index=364&type=chunk) - Subsidiary **Zhongxin Fruit and Juice Limited holds 50% equity in Linyi SDIC Zhonglu Fruit Juice Co., Ltd.**, with the company exercising voting rights on behalf of its indirect 26.56% stake[366](index=366&type=chunk) [Government Grants](index=128&type=section&id=%E6%94%BF%E5%BA%9C%E8%A1%A5%E5%8A%A9) The company recognized CNY 390,896.83 in government grants in current profit or loss, primarily income-related Government Grants Recognized in Current Profit or Loss | Type | Current Period Amount (CNY) | Prior Period Amount (CNY) | | :--- | :--- | :--- | | Asset-related | 0 | 13,666.68 | | Income-related | 390,896.83 | 1,496,286.63 | | **Total** | **390,896.83** | **1,509,953.31** | [Risks Related to Financial Instruments](index=129&type=section&id=%E4%B8%8E%E9%87%91%E8%9E%8D%E5%B7%A5%E5%85%B7%E7%9B%B8%E5%85%B3%E7%9A%84%E9%A3%8E%E9%99%A9) The company manages market, credit, and liquidity risks associated with financial instruments through hedging and credit limit policies - The company's **exchange rate risk** primarily relates to the **USD, PLN, and EUR**, managed by closely monitoring exchange rate fluctuations and their impact on the company[375](index=375&type=chunk)[377](index=377&type=chunk) - The company's **interest rate risk** arises from interest-bearing debts such as bank borrowings; floating-rate financial liabilities expose the company to **cash flow interest rate risk**, while fixed-rate financial liabilities expose it to **fair value interest rate risk**[378](index=378&type=chunk) - The company manages **credit risk** by portfolio classification, primarily arising from monetary funds, accounts receivable, and other receivables, mitigating it through measures such as establishing a dedicated department to determine credit limits and conduct credit approvals[380](index=380&type=chunk) - The company manages **liquidity risk** by ensuring sufficient cash liquidity to meet maturing debts, maintaining credit lines through regular analysis of debt structure and maturity, monitoring bank loan utilization, and engaging in financing negotiations[383](index=383&type=chunk) [Disclosure of Fair Value](index=134&type=section&id=%E5%85%AC%E5%85%81%E4%BB%B7%E5%80%BC%E7%9A%84%E6%8A%AB%E9%9C%B2) This section discloses the period-end fair value of the company's fair value measured assets and liabilities, mainly trading financial assets and equity investments, and describes valuation techniques Period-End Fair Value of Assets and Liabilities Measured at Fair Value | Item | Period-End Fair Value (CNY) | | :--- | :--- | | Trading Financial Assets (Derivative Financial Assets) | 41,100.00 | | Other Equity Instrument Investments | 102,704.48 | | **Total Assets Continuously Measured at Fair Value** | **143,804.48** | - The company determines the fair value of **other equity instruments and trading financial assets measured at Level 2 fair value** based on quotes for similar assets in inactive markets, with necessary adjustments[393](index=393&type=chunk) [Related Parties and Related-Party Transactions](index=136&type=section&id=%E5%85%B3%E8%81%94%E6%96%B9%E5%8F%8A%E5%85%B3%E8%81%94%E4%BA%A4%E6%98%93) This section details the company's related parties and transactions, including sales, fund borrowings, and key management compensation - The ultimate controlling party of the company is **State Development & Investment Corporation (SDIC) Group**, with a **registered capital of CNY 33.8 billion** and a **shareholding ratio of 44.57%** in the company[396](index=396&type=chunk) - During the reporting period, the company sold goods to related parties including **SDIC Property Co., Ltd. Beijing Branch 1, China SDIC High-tech Industrial Investment Co., Ltd., and Shandong Lihe Zhonglu Fruit and Vegetable Processing Co., Ltd.**[399](index=399&type=chunk) Related-Party Fund Borrowing Status | Related Party | Borrowing Amount (CNY) | Start Date | Maturity Date | Loan Interest Rate | | :--- | :--- | :--- | :--- | :--- | | SDIC Finance Co., Ltd. | 50,000,000.00 | 2024-11-21 | 2025-03-03 | 2.5000% | | SDIC Finance Co., Ltd. | 50,000,000.00 | 2024-11-21 | 2025-03-06 | 2.5000% | | SDIC Finance Co., Ltd. | 100,000,000.00 | 2024-11-21 | 2025-11-21 | 2.5000% | - **Key management personnel compensation** for the current period was **CNY 1.32 million**[402](index=402&type=chunk) - The company had related-party transactions with **SDIC Finance Co., Ltd.**, including **interest income of CNY 129,137.07** and **interest expense of CNY 1,690,972.22**[403](index=403&type=chunk) [Commitments and Contingencies](index=139&type=section&id=%E6%89%BF%E8%AF%BA%E5%8F%8A%E6%88%96%E6%9C%89%E4%BA%8B%E9%A1%B9) This section discloses a significant contingency regarding Linyi Zhonglu's unfulfilled capital contribution due to pledged equipment, with the case now closed and no further appeal - When subsidiary **Linyi SDIC Zhonglu Fruit Juice Co., Ltd. was established**, its founders, Sanmenxia Hubin Fruit Juice Co., Ltd. and Xinhubin (Sanmenxia) Development Co., Ltd., used contributed equipment as collateral for loans before ownership was transferred to Linyi Zhonglu, constituting an **unfulfilled capital contribution**[407](index=407&type=chunk)[408](index=408&type=chunk) - Linyi Zhonglu had previously filed a lawsuit with the Linyi County People's Court in Shanxi Province, but the court **rejected the plaintiff's claims**, and Linyi Zhonglu decided **not to appeal**, thus the case is closed[408](index=408&type=chunk) [Notes to Parent Company Financial Statement Items](index=141&type=section&id=%E6%AF%8D%E5%85%AC%E5%8F%B8%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8%E4%B8%BB%E8%A6%81%E9%A1%B9%E7%9B%AE%E6%B3%A8%E9%87%8A) This section provides detailed notes on key parent company financial statement items, including receivables, long-term equity investments, operating revenue/costs, and investment income - The parent company's **accounts receivable** at period-end had a carrying value of **CNY 456.78 million**, of which **CNY 299.50 million due from Zhonglu America was not provisioned for bad debts**[413](index=413&type=chunk)[415](index=415&type=chunk) - The parent company's **other receivables** at period-end had a book balance of **CNY 308.24 million**, including **CNY 307.37 million due from related parties**[426](index=426&type=chunk) - The parent company's **long-term equity investments** at period-end had a carrying value of **CNY 598.35 million**, primarily consisting of **investments in subsidiaries**[434](index=434&type=chunk) - The parent company's **operating revenue** for the current period was **CNY 566.19 million**, and **operating costs were CNY 526.88 million**[440](index=440&type=chunk) - The parent company's **investment income** for the current period was **CNY 9.59 million**, primarily including **income from long-term equity investments accounted for using the cost method of CNY 10.92 million**[441](index=441&type=chunk)[443](index=443&type=chunk) [Supplementary Information](index=152&type=section&id=%E8%A1%A5%E5%85%85%E8%B5%84%E6%96%99) This section provides a detailed statement of non-recurring gains and losses and supplementary financial information, including return on net assets and earnings per share Detailed Statement of Non-recurring Gains and Losses for the Current Period | Item | Amount (CNY) | | :--- | :--- | | Gains or losses on disposal of non-current assets, including the write-back of asset impairment provisions | 210,980.64 | | Government grants recognized in current profit or loss (excluding those closely related to the company's normal business operations, compliant with national policies, enjoyed according to fixed standards, and having a continuous impact on the company's profit or loss) | 390,496.83 | | Gains or losses from changes in fair value of financial assets and liabilities held by non-financial enterprises, and gains or losses from disposal of financial assets and liabilities, excluding effective hedging activities related to the company's normal business operations | 2,359,800.00 | | Other non-operating income and expenses apart from the above items | -54,867.25 | | Less: Income tax impact | 45,104.28 | | Minority interests impact (after tax) | 11,416.62 | | **Total** | **2,849,889.32** | Return on Net Assets and Earnings Per Share | Profit for the Reporting Period | Weighted Average Return on Net Assets (%) | Earnings Per Share (CNY) | | :--- | :--- | :--- | | Net Profit Attributable to Ordinary Shareholders of the Company | 2.73 | 0.0956 | | Net Profit Attributable to Ordinary Shareholders of the Company After Deducting Non-recurring Gains and Losses | 2.42 | 0.0848 |

具体内容详见公司于上海证券交易所网站（www.sse.com.cn）同日披露的《国 投中鲁 2025 年半年度报告》《国投中鲁 2025 年半年度报告摘要》。 本议案已经公司第九届董事会审计委员会审议通过。 表决结果：9 票同意，0 票反对，0 票弃权。 二、审议通过《关于修订<国投中鲁果汁股份有限公司合规管理办法>的议 案》 表决结果：9 票同意，0 票反对，0 票弃权。 三、审议通过《关于<国投中鲁关于国投财务有限公司 2025 年半年度风险 持续评估报告>的议案》 证券代码：600962 证券简称：国投中鲁 公告编号：2025-046 国投中鲁果汁股份有限公司 第九届董事会第 9 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法律责任。 国投中鲁果汁股份有限公司（以下简称国投中鲁或公司）第九届董事会第 9 次会议于 2025 年 8 月 28 日（星期四）在北京市西城区阜成门外大街 2 号万通金 融中心 B 座公司会议室以现场结合通讯方式召开。会议通知于 2025 年 8 月 18 日通过电子邮件方式送达各位董事。 ...

Market Overview - On August 29, the agricultural processing sector rose by 0.17% compared to the previous trading day, with Sobao Protein leading the gains [1] - The Shanghai Composite Index closed at 3857.93, up 0.37%, while the Shenzhen Component Index closed at 12696.15, up 0.99% [1] Stock Performance - Sobao Protein (603231) closed at 19.59, with a significant increase of 9.99% and a trading volume of 195,100 shares, amounting to a transaction value of 367 million yuan [1] - Other notable performers included: - Jinlongyu (666000E) at 33.66, up 3.47%, with a transaction value of 1.038 billion yuan [1] - Yizhi Magic Hand (839273) at 47.42, up 2.89%, with a transaction value of 135.2 million yuan [1] - Huazi Industrial (600191) at 8.81, up 2.20%, with a transaction value of 10.3 million yuan [1] Capital Flow - The agricultural processing sector saw a net inflow of 57.6014 million yuan from institutional investors, while retail investors experienced a net outflow of 19.2071 million yuan [2] - The capital flow for key stocks included: - Sobao Protein had a net inflow of 82.9185 million yuan from institutional investors, but a net outflow of 48.5839 million yuan from retail investors [3] - Jinlongyu experienced a net inflow of 78.3111 million yuan from institutional investors, with a net outflow of 72.0730 million yuan from retail investors [3] - Baolingbao (002286) had a net inflow of 13.2288 million yuan from institutional investors, while retail investors saw a net outflow of 9.2370 million yuan [3]

Core Viewpoint - The apple futures sector experienced a decline of 0.41% on August 28, with Changcheng Electric leading the drop, while the Shanghai Composite Index rose by 1.14% and the Shenzhen Component Index increased by 2.25% [1] Group 1: Market Performance - The closing price for the apple futures sector stocks showed mixed results, with notable declines in Changcheng Electric by 5.09% and Honghui Fruits and Vegetables by 3.63% [1] - The trading volume for the apple futures sector was significant, with An Deli recording a volume of 16,700 and a transaction value of 83.63 million yuan [1] Group 2: Capital Flow - The apple futures sector saw a net outflow of 124 million yuan from main funds, while retail investors contributed a net inflow of 128 million yuan [1] - Detailed capital flow data indicated that ST Langyuan had a main fund net outflow of 7.92 million yuan, while retail investors contributed a net inflow of 4.97 million yuan [2]

Core Viewpoint - The apple futures sector experienced a slight increase of 0.67% on August 26, with Xinyangfeng leading the gains, while the Shanghai Composite Index fell by 0.39% and the Shenzhen Component Index rose by 0.26% [1] Group 1: Market Performance - The closing price for Xinyangfeng was 15.28, with a rise of 1.87% and a trading volume of 259,800 shares, amounting to a transaction value of 396 million yuan [1] - ST Langyuan closed at 5.93, up 1.19%, with a trading volume of 68,700 shares and a transaction value of 40.63 million yuan [1] - Changcheng Electric closed at 11.22, increasing by 0.63%, with a trading volume of 214,100 shares and a transaction value of 240 million yuan [1] - Guotou Zhonglu closed at 23.63, up 0.60%, with a trading volume of 123,100 shares and a transaction value of 288 million yuan [1] - Andeli closed at 51.57, with a slight increase of 0.10%, trading 21,500 shares for a value of 112 million yuan [1] - Honghui Fruit and Vegetable closed at 9.16, down 1.82%, with a trading volume of 226,000 shares and a transaction value of 208 million yuan [1] Group 2: Fund Flow Analysis - The apple futures sector saw a net outflow of 101 million yuan from main funds, while retail funds experienced a net inflow of 70.34 million yuan [1] - ST Langyuan had a main fund net outflow of 1.296 million yuan, with retail funds net inflow of 705,500 yuan [2] - Guotou Zhonglu experienced a main fund net outflow of 4.0656 million yuan, while retail funds saw a net inflow of 6.7819 million yuan [2] - Changcheng Electric had a main fund net outflow of 8.4861 million yuan, with retail funds net inflow of 10.3552 million yuan [2] - Andeli faced a main fund net outflow of 8.8520 million yuan, while retail funds had a net inflow of 13.4562 million yuan [2] - Xinyangfeng reported a main fund net outflow of 26.9647 million yuan, with retail funds net inflow of 486,800 yuan [2] - Honghui Fruit and Vegetable had a significant main fund net outflow of 51.3715 million yuan, while retail funds saw a net inflow of 39.5257 million yuan [2]

Core Viewpoint - The acceleration of mergers and acquisitions (M&A) among state-owned listed companies reflects a significant transformation in industrial logic during China's economic transition, driven by the deepening reform of state-owned enterprises (SOEs) and the need for capital market integration [1][2][3]. Group 1: M&A Activity and Trends - In 2023, there have been 636 state-owned listed companies disclosing M&A plans, totaling 1,029 transactions, representing a year-on-year increase of 10.29%. Notably, 32 of these transactions are major asset restructurings, up 68.42% from the previous year [1]. - The current wave of M&A is largely attributed to the final year of the SOE reform initiative, with local governments actively promoting the consolidation of state assets through M&A [2][4]. - Central and local SOEs are increasingly responding to government policies encouraging M&A, aiming to enhance their competitive advantages and promote industrial upgrades [4][8]. Group 2: Specific M&A Cases - China Shenhua (601088.SH) plans to acquire equity stakes in 13 core energy enterprises from its controlling shareholder, the State Energy Group, covering various sectors including coal, power, and logistics [3]. - Other companies, such as Zhenyang Development (603213.SH) and China Chemical (600500.SH), have also announced significant asset restructuring plans aimed at optimizing resource allocation and enhancing their core business areas [4][7]. Group 3: Strategic Implications - The restructuring efforts are expected to significantly enhance the resource reserves and core business capacities of companies like China Shenhua, thereby improving their market competitiveness and supporting national energy strategies [3][8]. - Local state-owned enterprises are focusing on strategic integration to overcome fragmentation and enhance their economic impact, as seen in recent restructuring initiatives in regions like Ningxia and Henan [7][8]. Group 4: Future Outlook - Analysts predict that the trend of active M&A among state-owned enterprises will continue, driven by the need for capital optimization and the pursuit of high-quality development [2][8]. - The State-owned Assets Supervision and Administration Commission (SASAC) emphasizes the importance of building a modern industrial system and fostering new pillar industries to support economic growth [8].