河南华英农业发展股份有限公司 2015 年半年度报告全文 河南华英农业发展股份有限公司 2015 年半年度报告 2015-073 2015 年 08 月 1 河南华英农业发展股份有限公司 2015 年半年度报告全文 第一节 重要提示、目录和释义 公司董事会、监事会及董事、监事、高级管理人员保证半年度报告 内容的真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏， 并承担个别和连带的法律责任。 所有董事均已出席了审议本报告的董事会会议。 公司计划不派发现金红利，不送红股，不以公积金转增股本。 公司负责人曹家富、主管会计工作负责人汪开江及会计机构负责人 (会计主管人员)杨宗山声明：保证本半年度报告中财务报告的真实、准确、 完整。 公司已在"第四节 董事会报告"中详细分析公司的内部管理、食品 生产安全、营销、市场形势以及技术研发等方面的突出特点，敬请投资 者注意投资风险。 2 | 目录 | | --- | | 2015 | 半年度报告 2 | | --- | --- | | 第一节 | 重要提示、目录和释义 5 | | 第二节 | 公司简介 6 | | 第三节 | 会计数据和财务指标摘要 8 | | 第四节 | ...

Corporate Governance and Compliance - The board of directors has confirmed the accuracy and completeness of the annual report[3]. - The company has established a governance structure to enhance internal controls and protect the rights of all shareholders and creditors[107]. - The company has not reported any non-standard audit opinions for the reporting period[139]. - The company has not faced any penalties or corrective actions during the reporting period[139]. - The company has not experienced any major litigation or arbitration matters during the reporting period[110]. - The company has not reported any changes in its controlling shareholder during the reporting period[159]. - The company has not engaged in any asset acquisitions during the reporting period[114]. - The company has not proposed any cash dividend distribution plans despite reporting profits in the recent accounting period[106]. - The company has established a clear governance structure with a focus on compliance and ethical management practices[183]. - The company has appointed independent directors with extensive backgrounds in finance and food science, enhancing governance and oversight[175][176]. Financial Performance - The company achieved a total revenue of 1.843 billion yuan in 2014, representing a year-on-year growth of 4.94%[28]. - The net profit attributable to shareholders was 12.58 million yuan, successfully turning around from a loss of 127.37 million yuan in the previous year, marking a 109.88% increase[28]. - The operating cash flow increased by 141.03%, reaching 711.67 million yuan[28]. - The total assets at the end of 2014 were 4.276 billion yuan, an increase of 17.10% compared to the previous year[28]. - The company received government subsidies amounting to 34.67 million yuan, contributing positively to its financial performance[25]. - The company reported a basic earnings per share of 0.0295 yuan, a significant recovery from a loss of 0.3539 yuan per share in 2013[28]. - The company’s financial expenses rose by 26.92% due to increased bank borrowings and higher interest expenses[39]. - The company reported a decrease in investment income of 5,376,996.30 yuan due to the liquidation of a subsidiary, impacting net profit[42]. - The company’s cash and cash equivalents increased to CNY 1.42 billion, representing 33.18% of total assets, up from 29.90% in 2013[58]. - The company’s internal control system was improved, addressing 67 identified execution deficiencies[37]. Operational Highlights - The company has maintained its main business without changes since its listing[19]. - The registered capital and business scope have remained consistent throughout the reporting period[19]. - The company successfully completed the construction of its sixth phase slaughtering and processing project, which commenced production in November 2014[33]. - The company expanded its international market presence, achieving successful registrations for exports to the EU and Kyrgyzstan, and began exporting to Ukraine[30][32]. - The company completed 83.8% of its duckling production target and 51.8% of its chick production target for the year[40]. - The company launched 120 new varieties of cooked food, significantly enriching its product structure[36]. - The company developed 19 new products and improved 20 existing products, enhancing its market presence[35]. - The company has established a comprehensive industrial chain integrating breeding, farming, processing, and sales, enhancing production stability and cost control[64]. Shareholder and Capital Structure - The company plans to increase its shareholding by 4.7% to 7.29% through a financing plan involving the "Shandong Trust - Hengtai No. 5 Securities Investment Collective Fund Trust Plan"[140]. - The company completed a non-public offering of 131,800,000 shares, increasing total shares from 294,000,000 to 425,800,000[150]. - The company’s controlling shareholder has made commitments to avoid competition with the company and protect the interests of minority shareholders[135]. - The company has committed to a cash dividend policy, ensuring that the total cash distributed over the last three years will not be less than 30% of the average distributable profit[137]. - The company’s shareholding structure saw significant changes, with a notable increase in unrestricted shares post-offering[152]. - The top 10 unrestricted shareholders hold a total of 192,000,000 shares, with the largest shareholder, Henan Huaying Poultry Industry Co., holding 84,053,334 shares, accounting for approximately 43.8% of the total[156]. Market and Product Strategy - The company aims to maintain its leading position in the global market by optimizing product structure and enhancing technological innovation strategies[65]. - The company plans to enhance its breeding technology and expand its product offerings, including leisure products and export foods[87]. - The company aims to strengthen its market share in the domestic mid-to-high-end market and maintain its leading position in international exports[87]. - The company anticipates a recovery in the industry after three years of cyclical fluctuations, with a focus on quality and differentiated competition[86]. - The company focuses on product and technology innovation through partnerships with international firms and research institutions, aiming to improve product quality and technological standards[64]. Employee and Management Structure - The total number of employees as of December 31, 2014, was 1,960, with production personnel accounting for 65.2% of the workforce[189]. - The company emphasizes a competitive and equitable salary policy to attract and retain talent, with a focus on performance-based incentives[197]. - The management team includes professionals with backgrounds in veterinary science, accounting, and engineering, enhancing the company's operational capabilities[182]. - The company has a structured compensation plan for directors, supervisors, and senior management based on industry salary levels and regional development conditions[186]. - The management team includes individuals with extensive backgrounds in finance and agriculture, enhancing the company's operational capabilities[172]. Risk Management - The company has identified risks such as price fluctuations, raw material price volatility, and management risks due to scale expansion[13]. - The company has implemented measures to reduce the breeding of parent ducks to accelerate capacity reduction in response to industry challenges[79]. - The company has a strong internal audit and risk management framework, led by qualified professionals[178].

Financial Performance - The company's operating revenue for 2014 was CNY 1,843,102,830.81, representing a 4.94% increase compared to CNY 1,756,369,219.80 in 2013[22]. - The net profit attributable to shareholders for 2014 was CNY 12,579,130.24, a significant turnaround from a loss of CNY 127,369,437.25 in 2013, marking a 109.88% improvement[22]. - The net cash flow from operating activities increased by 141.03% to CNY 711,673,770.20 from CNY 295,262,816.13 in the previous year[22]. - Basic earnings per share for 2014 were CNY 0.0295, compared to a loss of CNY 0.3539 per share in 2013, reflecting an increase of 108.34%[22]. - Total assets at the end of 2014 reached CNY 4,276,092,316.82, a 17.10% increase from CNY 3,651,615,352.14 at the end of 2013[22]. - The net assets attributable to shareholders were CNY 1,462,308,909.56 at the end of 2014, showing a slight increase of 0.87% from CNY 1,449,729,779.32 in 2013[22]. - The company reported a significant reduction in non-recurring losses, with a net profit excluding non-recurring items of CNY -32,262,761.01, an 80.18% improvement from CNY -162,805,099.84 in 2013[22]. - The weighted average return on net assets improved to 0.86% in 2014 from -10.43% in 2013, indicating a positive trend in profitability[22]. Sales and Market Performance - In 2014, the company achieved a total sales revenue of 1.843 billion yuan, representing a year-on-year growth of 4.94%[28]. - The total profit for the year was 12.5791 million yuan, successfully turning a profit compared to previous losses[28]. - The company exported 1,866 tons of frozen products and 4,307 tons of cooked food, generating foreign exchange earnings of 28.68 million USD[36]. - The sales revenue of ducklings increased by 49.41% to CNY 20,515.30 million, while chicken chicks revenue decreased by 67.28% to CNY 362.17 million[45]. - The revenue from duck products was approximately CNY 879.67 million, with a year-on-year decrease of 2.22%[60]. - The company's domestic revenue was approximately CNY 1.67 billion, reflecting a year-on-year growth of 9.15%[60]. Production and Development - The company completed the construction of its sixth phase slaughtering and processing project, which commenced production in November 2014[33]. - The company developed 19 new products and improved 20 existing products during the year, enhancing its product offerings[35]. - The company launched 120 new cooked food varieties, significantly enriching its product structure to meet market demand[36]. - The company completed 83.8% of its duckling production target and 51.8% of its chicken chick production target for 2014[42]. - The company has established a complete industrial chain integrating breeding, farming, processing, cooked food, feed, and down processing for Cherry Valley ducks and broilers, enhancing production continuity and cost control[68]. Cost Management and Efficiency - The company improved its procurement management, successfully bidding for over 120,000 tons of wheat, saving approximately 40 million yuan in costs[34]. - Operating costs decreased by 2.60% to CNY 167,967.77 million, primarily due to a decline in sales volume of certain products[40]. - The company implemented cost control measures that led to improved profitability for farmers, enhancing overall industry health[29]. - Research and development expenses rose by 7.88% to CNY 1,345.28 million, focusing on disease prevention and new product development[40]. Strategic Initiatives and Future Plans - The company plans not to distribute cash dividends or issue bonus shares for the year[5]. - The company aims to produce 14.42 million chicks and process 18.6 million tons of poultry meat in 2015, targeting a revenue growth of over 20%[92]. - The company plans to enhance its product offerings, focusing on high-end market segments and international exports, particularly in processed duck products and specialty items[91]. - The company is transitioning its business model from a "dumbbell" structure to a "pagoda" structure, aiming for a more comprehensive and rational industrial layout[91]. - The company is focusing on integrating quality and differentiation in its competitive strategy, moving away from quantity expansion and price competition[90]. Governance and Compliance - The company has established a governance structure to enhance internal control and protect shareholder rights[112]. - The company has committed to a stable profit distribution policy that considers investor returns and sustainable development[101]. - The company has not reported any significant accounting errors requiring retrospective restatement during the reporting period[97]. - The company has not faced any penalties from the China Securities Regulatory Commission or other relevant authorities[176]. Employee and Management Structure - The company has a total of 1,960 employees, with 65.2% being production personnel[194]. - The management team includes experienced professionals with backgrounds in finance, agriculture, and engineering, ensuring a diverse skill set[184]. - The management team has a combined experience in various sectors, contributing to strategic decision-making[184]. - The total compensation for the chairman and CEO, Cao Jiafu, is 21.8 million[192]. Risk Factors and Challenges - The company has identified several risk factors that may adversely affect future development, including price fluctuations and management risks associated with expansion[13]. - The company is facing challenges such as increased domestic economic pressure and high operational costs, which may impact future growth[91].

第一节 重要提示 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真 实、准确、完整，不存在虚假记载、误导性陈述或者重大遗漏，并承担个别和 连带的法律责任。 所有董事均已出席了审议本次季报的董事会会议。 河南华英农业发展股份有限公司 2015 年第一季度报告正文 1 河南华英农业发展股份有限公司 2015 年第一季度报告正文 河南华英农业发展股份有限公司 2015 年第一季度报告正文 证券代码：002321 证券简称：华英农业 公告编号：2015-032 公司负责人曹家富、主管会计工作负责人汪开江及会计机构负责人(会计主 管人员)杨宗山声明：保证季度报告中财务报表的真实、准确、完整。 一、主要会计数据和财务指标 公司是否因会计政策变更及会计差错更正等追溯调整或重述以前年度会计数据 □ 是 √ 否 | | 本报告期 | 上年同期 | 本报告期比上年同期增减 | | --- | --- | --- | --- | | 营业收入（元） | 470,954,075.56 | 331,430,303.09 | 42.10% | | 归属于上市公司股东的净利润（元） | 13,475,939.29 | -5 ...

河南华英农业发展股份有限公司 2014 年第三季度报告正文 证券代码：002321 证券简称：华英农业 公告编号：2014-065 河南华英农业发展股份有限公司 2014 年第三季度报告正文 1 河南华英农业发展股份有限公司 2014 年第三季度报告正文 第一节 重要提示 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、准确、完整，不存在虚 假记载、误导性陈述或者重大遗漏，并承担个别和连带的法律责任。 所有董事均已出席了审议本次季报的董事会会议。 单位：元 公司负责人曹家富先生、主管会计工作负责人汪开江先生及会计机构负责人(会计主管人员)杨宗山先 生声明：保证季度报告中财务报表的真实、准确、完整。 2 河南华英农业发展股份有限公司 2014 年第三季度报告正文 第二节 主要财务数据及股东变化 一、主要会计数据和财务指标 公司是否因会计政策变更及会计差错更正等追溯调整或重述以前年度会计数据 □ 是 √ 否 | | 本报告期末 | 上年度末 | | 本报告期末比上年度末增减 | | --- | --- | --- | --- | --- | | 总资产（元） | 3,812,203,822.5 ...

河南华英农业发展股份有限公司 2014 年第一季度报告正文 证券代码：002321 证券简称：华英农业 公告编号：2014-027 河南华英农业发展股份有限公司 2014 年第一季度报告正文 第二节 主要财务数据及股东变化 一、主要会计数据和财务指标 河南华英农业发展股份有限公司 2014 年第一季度报告正文 1 河南华英农业发展股份有限公司 2014 年第一季度报告正文 第一节 重要提示 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真 实、准确、完整，不存在虚假记载、误导性陈述或者重大遗漏，并承担个别和 连带的法律责任。 所有董事均已出席了审议本次季报的董事会会议。 公司负责人曹家富先生、主管会计工作负责人汪开江先生及会计机构负责 人(会计主管人员)杨宗山先生声明：保证季度报告中财务报表的真实、准确、完 整。 2 公司是否因会计政策变更及会计差错更正等追溯调整或重述以前年度会计数据 □ 是 √ 否 | | 本报告期 | 上年同期 | 本报告期比上年同期增减 | | --- | --- | --- | --- | | | | | （%） | | 营业收入（元） | 331,430,303.0 ...

Financial Performance - The company's operating revenue for 2013 was CNY 1,756,369,219.80, a decrease of 2.93% compared to CNY 1,809,417,147.54 in 2012[21] - The net profit attributable to shareholders was a loss of CNY 127,369,437.25, representing a significant decline of 3,059.34% from a profit of CNY 4,303,987.80 in the previous year[21] - The net profit after deducting non-recurring gains and losses was a loss of CNY 162,805,099.84, worsening by 220.67% compared to a loss of CNY 50,769,972.10 in 2012[21] - The total profit for the year was CNY -127.22 million, representing a decline of 1867.33% year-on-year[40] - The net profit attributable to the parent company was CNY -127.37 million, down 3059.34% from the previous year[40] - The basic and diluted earnings per share were both CNY -0.354, a decline of 2,460% from CNY 0.015 in the previous year[21] - The weighted average return on net assets was -10.43%, down by 10.86% from 0.43% in 2012[21] - The company did not distribute any cash dividends or bonus shares for the year 2013[4] Assets and Liabilities - The total assets at the end of 2013 amounted to CNY 3,606,774,079.17, an increase of 30.24% from CNY 2,769,251,416.86 at the end of 2012[21] - The net assets attributable to shareholders increased by 46.75% to CNY 1,449,729,779.32 from CNY 987,873,370.49 in 2012[21] - The company's total current liabilities amounted to RMB 1,733,000,000.00, compared to RMB 1,490,000,000.00 at the beginning of the year, representing an increase of approximately 16.3%[196] - Total liabilities increased to ¥2,076,226,025.99 from ¥1,703,619,039.32, representing a growth of approximately 21.9% year-over-year[198] - Total equity rose to ¥1,530,548,053.18 from ¥1,065,632,377.54, marking an increase of about 43.7% year-over-year[198] Cash Flow - The net cash flow from operating activities was CNY 295,262,816.13, a slight decrease of 2.29% from CNY 302,180,495.04 in 2012[21] - Cash flow from investing activities showed a net outflow of 399,254,095.26 CNY, a decrease of 41.31% year-on-year, primarily due to increased investment in refinancing projects[54] - Cash flow from financing activities increased by 63.37% to 2,142,440,000.00 CNY, driven by stock issuance and increased bank loans, while cash outflow rose by 41.03%[55] - The company's cash and cash equivalents reached RMB 1,091,831,262.99 at the end of the reporting period, up from RMB 464,479,379.86, indicating a significant increase of about 134.0%[196] Operational Highlights - The production volume of ducklings reached 89.55 million, achieving 99.5% of the planned target[41] - The production volume of frozen ducks was 95,373 tons, completing 78.5% of the planned target[42] - The sales revenue from chick sales dropped by 66.0% to CNY 11.07 million compared to CNY 32.54 million in the previous year[43] - The main business revenue from the livestock industry was 1,751,046,416.54 CNY, a decrease of 3.03% year-on-year, with frozen duck products revenue at 899,657,621.97 CNY, down 7.31%[56] Government Support and Subsidies - The company received government subsidies amounting to 37,304,354.35 CNY, down from 54,035,127.56 CNY in the previous year[28] - The company received government subsidies for breeding poultry, amounting to significant financial support[107] Strategic Initiatives - The company successfully raised 613 million CNY through refinancing, which will be used for three construction projects and to supplement working capital[38] - The company has initiated multiple projects, including a sixth phase slaughter processing project and various breeding projects, which are currently in the implementation phase[38] - The company aims to continuously enrich and develop the diversity of poultry meat production and technology, maintaining a leading position globally[63] - The company plans to strengthen its core business by expanding its operations in duck breeding, meat chicken, and processed food sectors[79] Market Position and Brand Recognition - The company achieved several national honors, including being recognized as one of the "Top 100 Enterprises in Henan Province" and a "National Export Duck Meat Demonstration Zone"[32] - The company has established a comprehensive sales network covering regions including East China, Central China, South China, Hong Kong, Japan, South Korea, and successfully entered the Eastern European market by the end of 2013[62] - The company has effectively improved market share and profitability through increased product R&D and domestic and international market promotion efforts[64] Risk Factors - The company faces significant risks including economic demand fluctuations, poultry epidemic outbreaks, and raw material price volatility[12] - The company faced significant challenges due to the impact of avian influenza, leading to a sharp decline in product sales prices and increased costs[31] Governance and Compliance - The company is committed to protecting the legal rights of shareholders, especially minority shareholders, and enhancing internal governance structures[89] - The company has established a governance structure in compliance with relevant laws and regulations, ensuring fair treatment of all shareholders[158] - The company has maintained a commitment to "leading and industry poverty alleviation" as part of its mission[91] Employee and Management Structure - The company employed 1,946 people, with 65.36% being production personnel and 5.09% being sales personnel[150] - The educational background of employees shows that 64.18% have education below college level, while only 0.51% hold a postgraduate degree or higher[152] - The company has implemented a full labor contract system for all employees, ensuring compliance with national insurance regulations[155] - The company has a diverse board of directors, including independent directors with backgrounds in economics and food engineering[133] Future Outlook - In 2014, Huaying Agriculture aims to produce over 160 million chicks, slaughter 90 million commercial poultry, process 192,000 tons of frozen products, and achieve 280 million yuan in cooked food sales, with a 20% year-on-year growth in processed feed at 590,000 tons and 7,660 tons of processed down[80] - The company plans to complete fundraising projects on schedule, successfully register for EU exports, and achieve a breakthrough in grain and meat import business[80] - The company has set a future outlook with a revenue target of 1.8 billion RMB for the next fiscal year, which reflects a projected growth rate of 20%[145]