证券代码：000929 证券简称：*ST 兰黄 公告编号：2025（临）-68 兰州黄河企业股份有限公司 关于完成深圳分公司注册登记的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性陈 述或重大遗漏。 兰州黄河企业股份有限公司（以下简称"公司"）于 2025 年 8 月 25 日召开第十二届董事会第十二次会议审议通过了《关于成立分公司的议 案》，同意在深圳市设立分公司，并授权公司管理层及办理人员结合实际 情况，按照市场监督管理部门提出的审批意见或要求，办理工商登记相关 手续，具体内容详见公司于 2025 年 8 月 26 日披露于《中国证券报》《证 券时报》和巨潮资讯网（www.cninfo.com.cn）上的《关于成立分公司的 公告》（公告编号：2025（临）-57）。 2025 年 9 月 15 日，公司完成了深圳分公司的工商注册登记手续，并 领取了市场监督管理部门颁发的《营业执照》。 1 分公司名称 兰州黄河企业股份有限公司深圳分公司 统一社会信用代码 91440300MAEWGGU460 分公司类型 其他股份有限公司分公司(上市) 分公司负责人 郭丽丽 成立日期 2 ...

Core Viewpoint - After two consecutive years of losses, *ST Lanzhou Huanghe is shifting its focus to the beverage business, particularly through the acquisition of Yiwang Juice, indicating a strategic pivot to find new growth opportunities in a challenging beer market [1][3][5]. Group 1: Company Overview - *ST Lanzhou Huanghe is a regional brand engaged in the production and sale of beer and beverages, with its main brands being "Yellow River" and "Qinghai Lake," accounting for over 90% of its main business [2]. - The company has been facing declining revenue, with a significant drop from 1.86 billion in 2021 to 970 million in 2025, reflecting a continuous downward trend [8]. Group 2: Financial Performance - In the first half of 2025, *ST Lanzhou Huanghe reported revenue of 96.84 million, a 15.82% decrease from 115 million in the same period of 2024, with a net loss of 11.91 million, marking a 45.29% increase in loss [6]. - The sales of beer and beverage products primarily rely on a distribution model, with beverage sales declining by 20.64% to 11.56 million [7]. Group 3: Strategic Moves - The company plans to establish a joint venture with Chongqing Chengbiao Agricultural Development and Yancheng Silk Road Anlu Investment, with a registered capital of 70 million, aiming to enhance its beverage business [3][4]. - The acquisition of Yiwang Juice, which specializes in concentrated apple juice, is part of a broader strategy to integrate the beverage supply chain and expand its market presence [5][12]. Group 4: Industry Context - The beer industry is currently in a period of adjustment, with major players like Qingdao Beer and Chongqing Beer also diversifying into non-beer products to seek growth [11]. - The overall beer production in China has seen a slight decline of 0.3% in the first half of 2025, indicating a challenging environment for traditional beer companies [10].

Market Overview - On September 10, the non-liquor sector declined by 0.27% compared to the previous trading day, with *ST Lanhua leading the decline [1] - The Shanghai Composite Index closed at 3812.22, up 0.13%, while the Shenzhen Component Index closed at 12557.68, up 0.38% [1] Stock Performance - Notable gainers in the non-liquor sector included *ST Yedao, which rose by 3.22% to close at 6.74, and ST Xifa, which increased by 1.76% to 11.57 [1] - Conversely, *ST Lanhua fell by 2.18% to 8.51, and Zhujiang Beer decreased by 1.22% to 10.53 [2] Trading Volume and Value - The trading volume and value for selected stocks in the non-liquor sector showed significant activity, with Gu Yue Long Shan recording a trading volume of 113,300 hands and a transaction value of 114 million yuan [1] - The total net outflow of funds in the non-liquor sector was 8.89 million yuan from main funds, while retail investors saw a net inflow of 28.12 million yuan [2] Fund Flow Analysis - Ba Run Co. had a main fund net inflow of 26.84 million yuan, while retail investors experienced a net outflow of 4.98 million yuan [3] - The fund flow analysis indicates that while main funds were withdrawing, retail investors were actively buying into certain stocks, such as Huaiqian Beer, which saw a net inflow of 2.76 million yuan from retail investors [3]

Group 1 - The company, Lanzhou Huanghe Enterprise Co., Ltd., has approved a proposal to purchase 50.6329% equity of Wuzhong Yiwang Juice Co., Ltd. from Xi'an Chunguang Beverage Co., Ltd. during its board meeting on September 4, 2025 [1] - The company received notification on September 8, 2025, that the business registration changes related to the equity purchase have been completed, and Yiwang Juice has obtained a new business license from the market supervision authority [1] Group 2 - The announcement regarding the equity purchase was disclosed on September 5, 2025, in various financial news outlets [1]

Core Viewpoint - Lanzhou Yellow River Enterprises Co., Ltd. has approved the acquisition of a 50.6329% stake in Wuzhong Yiwang Juice Co., Ltd. from Xi'an Chunguang Beverage Co., Ltd. [1] Group 1: Acquisition Details - The board meeting was held on September 4, 2025, to review and approve the acquisition proposal [1] - The business registration changes related to this stake purchase were completed by September 8, 2025, and Yiwang Juice has obtained a new business license [1] - Yiwang Juice was established on September 18, 2024, with a registered capital of 9.875 million yuan [1] Group 2: Shareholding Structure - After the acquisition, Lanzhou Yellow River holds 50.6329% of Yiwang Juice, while Yancheng Silk Road Anlu Equity Investment Partnership holds 37.9747%, and Yancheng Tonghui Antong Equity Investment Partnership holds 11.3924% [1]

证券代码：000929 证券简称：*ST 兰黄 公告编号：2025（临）-67 兰州黄河企业股份有限公司 关于购买股权完成工商变更登记的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性陈 述或重大遗漏。 一、交易概述 兰州黄河企业股份有限公司（以下简称"公司"）于 2025 年 9 月 4 日召开第十二届董事会第十四次会议，审议通过了《关于购买股权的议案》， 公司拟购买西安淳果饮品有限公司持有的吴忠市义旺果汁有限公司（以下 简称"义旺果汁"）50.6329%的股权。具体内容详见公司于 2025 年 9 月 5 日在《中国证券报》《证券时报》和巨潮资讯网（http://www.cninfo.com.cn） 上披露的《关于购买股权的公告》（公告编号：2025（临）-64）。 2025 年 9 月 8 日，公司收到义旺果汁通知，本次股权购买事项涉及 的工商变更登记手续已办理完毕，义旺果汁已取得市场监督管理部门换发 的《营业执照》，具体情况如下： | 公司名称 | 吴忠市义旺果汁有限公司 | | | | --- | --- | --- | --- | | 企业类型 | 其他有限责任 ...

Core Viewpoint - *ST Lanhuang is attempting to reverse its ongoing business decline and consecutive years of losses by expanding into the beverage sector through strategic investments and partnerships [1][3]. Expansion of Beverage Business - On September 5, *ST Lanhuang announced plans to acquire 50.63% of Yiwang Juice Co., Ltd. for 0 yuan and will invest 26.9175 million yuan to fulfill the corresponding capital obligations, with 5 million yuan allocated to registered capital and 21.9175 million yuan to capital reserves [2]. - Yiwang Juice specializes in the research, production, and sales of concentrated apple juice, which is a key raw material in the beverage industry. Despite generating only 5.16 thousand yuan in revenue and a net loss of 221.77 thousand yuan in the first half of the year, the company projects revenues of 52.664 million yuan and a net profit of 3.6949 million yuan for 2024 [2]. - The establishment of a joint venture with Chongqing Chengbiao Agricultural Development Co., Ltd. and Yancheng Silk Road Anlu Equity Investment Partnership aims to enhance investment in the juice sector, with a registered capital of 70 million yuan, where *ST Lanhuang will contribute 35.7 million yuan for a 51% stake [3]. Ongoing Financial Losses - *ST Lanhuang has faced significant financial pressure, reporting net losses of 29.2442 million yuan, 46.7207 million yuan, and 99.87 million yuan from 2022 to 2024, with revenues declining from 266 million yuan to 211 million yuan over the same period [4]. - The company's struggles are attributed to prolonged control disputes that have hindered its ability to capitalize on opportunities in the beer industry, leading to a widening gap with leading competitors [5]. - The company is at risk of being delisted if it fails to meet revenue and profit thresholds, with projections indicating that its revenue may fall below 300 million yuan in 2025, necessitating the acquisition of Yiwang Juice and the establishment of a new beverage company as a short-term solution to avoid delisting [5]. Strategic Intent - The move to diversify into the beverage sector reflects *ST Lanhuang's strategy to improve its financial situation and seek new growth avenues, despite the recent poor performance of Yiwang Juice [3][6]. - The success of this strategy will depend on various factors, including market demand, product positioning, and effective marketing strategies, alongside efforts to control costs and enhance operational efficiency [6].

Core Viewpoint - Lanzhou Huanghe is determined to invest in the beverage industry despite facing challenges from industry shrinkage and competition from major players [1][5] Group 1: Company Strategy - Lanzhou Huanghe announced the acquisition of a 50.6329% stake in Wuzhong Yiwang Juice Co., Ltd. from Xi'an Chunguang Beverage Co., Ltd. for 0 yuan, committing to invest 26.9175 million yuan [1] - The newly established beverage company will focus on juice investment and development, aiming to enhance upstream and downstream synergy, optimize business structure, and explore new profit growth points [1][3] - The company plans to establish a new beverage company with a registered capital of 70 million yuan, with Lanzhou Huanghe holding a 51% stake [3] Group 2: Financial Performance - In the first half of the year, Lanzhou Huanghe's revenue decreased by 15.81% to 96.8357 million yuan, and the net profit attributable to shareholders was -11.9132 million yuan, a decline of 45.29% [6] - The company has 91.9128 million yuan in cash, and the two transactions will cost 62.6175 million yuan, indicating a significant financial commitment to the new projects [5] Group 3: Market Position and Competition - Lanzhou Huanghe once held over 70% market share in Gansu but has faced declining profits due to internal conflicts and competition from major brands like Budweiser and Tsingtao [3][6] - Competitors in the beverage sector, such as Yanjing Beer and Chongqing Beer, are also expanding their product lines, increasing the competitive pressure on Lanzhou Huanghe [6] Group 4: Future Outlook - The new actual controller, Tan Yuexin, has identified 2025 as a critical year for the company to return to profitability [3] - Analysts suggest that Lanzhou Huanghe should focus on innovative products that combine regional characteristics and health trends to differentiate itself from larger competitors [6]

证券代码：000929 证券简称：*ST 兰黄 公告编号：2025（临）-64 兰州黄河企业股份有限公司 关于购买股权的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性陈 述或重大遗漏。 特别提示： 1. 兰州黄河企业股份有限公司（以下简称"公司"或"兰州黄河"）拟以 0 元受让西安淳果饮品有限公司（以下简称"西安淳果"或"交易对方"）持 有的吴忠市义旺果汁有限公司（以下简称"义旺果汁"或"标的公司"） 50.6329%的股权（对应人民币 500.00 万元注册资本，尚未履行出资义务， 以下简称"标的股权"），并以自有或自筹资金 26,917,521.60 元履行受 让标的股权项下所对应的全部出资义务，其中 5,000,000.00 元计入标的公 司注册资本，21,917,521.60 元计入标的公司资本公积。本次交易完成后， 义旺果汁将成为公司的控股子公司，纳入公司合并报表范围。 2. 根据《深圳证券交易所股票上市规则》《深圳证券交易所上市公 司自律监管指引第 1 号——主板上市公司规范运作》等相关规定，本次交 易不构成关联交易，不构成《上市公司重大资产重组管理办法》规定 ...

Group 1 - The company held its 14th meeting of the 12th Board of Directors on September 4, 2025, to discuss urgent matters, with all 9 directors present [2][3][4] - The board unanimously approved the proposal to purchase a 50.6329% stake in Wuzhong Yiwang Juice Co., Ltd. [5][6] - The board also approved a proposal regarding passive financial assistance formed due to the equity purchase, which will be submitted to the shareholders' meeting for review [8][11] Group 2 - The company will hold its fourth extraordinary shareholders' meeting on September 25, 2025, to discuss the approved proposals [14][16] - The meeting will be conducted both in-person and via online voting, with specific timeframes for each voting method [19][20] - The company will provide a platform for shareholders to vote online, ensuring compliance with relevant regulations [19][26] Group 3 - The passive financial assistance of RMB 12.17 million was formed due to the acquisition of the stake in Yiwang Juice, which was previously provided by the original shareholders [33][34] - The financial assistance is expected to be short-term, with a repayment deadline set for December 31, 2025, at an interest rate of 3% per annum [39][40] - The total amount of passive financial assistance represents 2.50% of the company's latest audited net assets [41] Group 4 - The company plans to acquire the stake for RMB 0, while committing to fulfill the capital contribution obligations amounting to RMB 26.92 million [46][48] - The acquisition will not constitute a related party transaction or a major asset restructuring as per relevant regulations [48][49] - The financial health and repayment capability of the financial assistance recipients will be closely monitored to mitigate risks [40][41]