Core Viewpoint - The document outlines the management system for related party transactions of Tianshui Zhongxing Mushroom Industry Technology Co., Ltd, ensuring fairness, transparency, and compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The related party transactions must adhere to principles of equality, voluntariness, equivalence, and compensation [1][2]. - Transactions should be documented in written agreements that clarify the rights, obligations, and legal responsibilities of both parties [1][2]. - Related parties with voting rights at shareholder meetings must abstain from voting on related transaction matters [1][2]. Group 2: Definition and Scope of Related Parties - Related parties include both legal entities and natural persons that have significant control or ownership over the company [2][3]. - Legal entities that control the company directly or indirectly, or hold more than 5% of the company's shares, are considered related parties [2][3]. Group 3: Transaction Pricing and Management - The pricing of related party transactions should follow a hierarchy: state pricing, market price, cost-plus pricing, and negotiated pricing [10][11]. - Transactions must be settled monthly based on the agreed price and actual transaction quantity [11]. Group 4: Decision-Making Procedures and Disclosure - Transactions exceeding certain thresholds must be approved by a majority of independent directors and disclosed to the board [12][13]. - Transactions with amounts exceeding 30,000 yuan with natural persons or 3 million yuan with legal entities must be disclosed [12][13]. Group 5: Supervision and Compliance - The audit committee is responsible for overseeing related party transactions [35]. - Internal audit departments must conduct quarterly checks on the implementation of related transactions and report findings to the board [36][37]. Group 6: Miscellaneous Provisions - The document specifies that related party transactions must not harm the interests of the company and minority shareholders [10][19]. - The management system will take effect upon approval by the company's shareholders [42].

Core Points - The document outlines the operational guidelines for the General Manager of Tianshui Zhongxing Mushroom Industry Technology Co., Ltd, emphasizing the importance of legal compliance and the responsibilities of senior management [1][2][3] General Principles - The guidelines aim to enhance the corporate governance structure and ensure that the management team fulfills their duties diligently and in good faith [1] - Senior management includes the General Manager, Deputy General Managers, Financial Director, and Board Secretary [1] Appointment and Qualifications - The General Manager is appointed or dismissed by the Board of Directors and is responsible for daily operations and management [1][2] - Specific qualifications are required for the General Manager and senior management, including economic and management knowledge, integrity, and relevant experience [3][4] Powers and Responsibilities - The General Manager has the authority to manage daily operations, implement board resolutions, and propose appointments or dismissals of other senior management [12][13] - The General Manager must report to the Board of Directors and is responsible for significant operational decisions [12][16] Meeting Procedures - The company implements a General Manager's office meeting system to facilitate decision-making and management [21][22] - Meetings must adhere to principles of accountability to the Board, legal compliance, and efficiency [22][23] Reporting and Evaluation - The General Manager is required to report to the Board at least annually and must inform the Board of significant operational issues promptly [56][57] - Performance evaluations for the General Manager and senior management are conducted by the Board's Compensation and Assessment Committee [60][61]

Core Points - The document outlines the external guarantee management system of Tianshui Zhongxing Mushroom Industry Technology Co., Ltd, aiming to regulate external guarantees and control debt risks [1][2] - The system is based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, and is tailored to the company's actual situation [1][2] Group 1: General Principles - The external guarantee refers to the company providing guarantees for others, including subsidiaries, and involves various forms such as asset pledges and bank guarantees [2] - The company must adhere to principles of equality, voluntariness, mutual benefit, safety, integrity, and legality in providing guarantees [2][3] - The board of directors or shareholders' meeting must approve any external guarantees, and no individual can sign guarantee contracts without authorization [3][6] Group 2: Conditions for External Guarantees - The company can provide guarantees for entities with independent legal status that meet specific conditions, such as having strong debt repayment capabilities [7] - If a non-related party requests a guarantee but does not meet the specified conditions, it can only be approved with a two-thirds majority of the board or shareholders [8][9] - The board must thoroughly understand the financial and operational status of the party being guaranteed before making a decision [9][10] Group 3: Approval Authority - Guarantees exceeding 10% of the company's latest audited net assets or 50% of total assets require shareholder approval [14] - Related shareholders must abstain from voting on guarantees involving themselves or their affiliates [7][14] - The company must ensure that all shareholders provide equal guarantees for subsidiaries when applicable [8][12] Group 4: Execution and Risk Management - The finance department is responsible for managing external guarantees, including credit investigations and contract drafting [27][28] - The company must monitor the financial status of guaranteed parties and take necessary actions if repayment capabilities deteriorate [31][32] - In case of default, the company should initiate recovery procedures promptly [33][34] Group 5: Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with relevant regulations [38] - Timely disclosure is required if the guaranteed party fails to meet repayment obligations or faces bankruptcy [39]

Core Viewpoint - The company plans to issue a maximum of RMB 500 million in technology innovation bonds to enhance its financing channels, reduce costs, and optimize its debt structure in response to national policies on technological innovation [1][2] Group 1: Bond Issuance Details - The company will apply to the China Interbank Market Dealers Association for the registration and issuance of the bonds, with the issuance amount not exceeding RMB 500 million [1] - The issuance will be subject to market conditions and will involve qualified investors as per regulatory requirements [1] Group 2: Authorization and Management - The board of directors seeks authorization from the shareholders' meeting to allow the management team to make decisions regarding the bond issuance, including terms such as scale, duration, interest rates, and repayment methods [1] - The board will also have the authority to adjust the issuance plan based on regulatory changes and market conditions [2] Group 3: Impact of Bond Issuance - Successful issuance of the bonds is expected to diversify financing channels, improve cash flow, enhance liquidity management, and provide stable funding support for the company's strategic development [1] - The issuance aligns with the interests of the company and all shareholders, ensuring no harm to minority shareholders [1]

Core Viewpoint - The company reported a significant increase in net profit for the first half of 2025, despite a slight decline in revenue compared to the same period last year. Financial Performance - Operating revenue for the reporting period was CNY 907,845,326.28, a decrease of 0.75% from CNY 914,678,822.16 in the same period last year [1] - Net profit attributable to shareholders was CNY 69,019,917.47, representing a 134.13% increase from CNY 29,478,836.92 [1] - Net profit after deducting non-recurring gains and losses was not specified [1] - Net cash flow from operating activities was CNY 150,489,987.90, down 16.76% from CNY 180,800,164.60 [1] - Basic earnings per share increased to CNY 0.1840 from CNY 0.0750, a rise of 145.33% [1] - Diluted earnings per share also increased to CNY 0.1840 from CNY 0.0750, a rise of 145.33% [1] - The weighted average return on equity was 2.07%, up from 0.86%, an increase of 1.21% [1] Asset and Equity Status - Total assets at the end of the reporting period were CNY 6,477,146,674.05, an increase of 4.62% from CNY 6,190,908,422.74 [3] - Net assets attributable to shareholders were CNY 3,256,160,032.19, a decrease of 1.84% from CNY 3,317,126,129.96 [3] Shareholder Information - The total number of shareholders at the end of the reporting period was 33,443 [3] - Major shareholders include: - Tao Jun: 28.01% (110,136,094 shares) [3] - Tian De: 7.92% (31,132,277 shares) [3] - Other significant shareholders include various entities and individuals with smaller percentages [3] Important Events - The company plans to provide guarantees not exceeding CNY 1,970 million for certain subsidiaries [5] - A total investment of CNY 122.52 million is planned for the transformation of a production line [6] - The company has completed a share buyback of 18,498,826 shares, accounting for 4.7042% of total shares, with a total expenditure of CNY 142,973,058.63 [7] - A cash dividend of CNY 3.00 per 10 shares was approved for distribution to shareholders [8] - The controlling shareholder has pledged 62,310,000 shares, representing 44.11% of their holdings and 15.85% of the company's total shares [9]

Core Viewpoint - Tianshui Zhongxing Bio-technology Co., Ltd. reported a slight decrease in revenue but a significant increase in net profit for the first half of 2025, indicating improved profitability despite a challenging revenue environment [2][3]. Company Overview and Financial Indicators - The company operates in the agricultural sector, focusing on the research, cultivation, and sales of edible and medicinal fungi [3][5]. - Key financial metrics for the first half of 2025 include: - Revenue: CNY 907.85 million, a decrease of 0.75% from CNY 914.68 million in the same period last year [2][15]. - Net profit attributable to shareholders: CNY 69.02 million, an increase of 134.13% from CNY 29.48 million [2][15]. - Basic earnings per share: CNY 0.184, up 145.33% from CNY 0.075 [2][15]. - Total assets: CNY 6.48 billion, an increase of 4.62% from CNY 6.19 billion [2][15]. Business Operations - The company primarily engages in the cultivation of edible mushrooms, with a focus on Jinzheng mushrooms and double-capped mushrooms [5][6]. - The company has diversified its operations by exploring the cultivation of rare medicinal fungi, including a project for the industrialized cultivation of Cordyceps [4][5]. - The company has established production bases across several provinces, including Gansu, Shaanxi, Shandong, and Jiangsu, enhancing its operational footprint [5][12]. Sales and Revenue Composition - The revenue breakdown for the first half of 2025 shows: - Jinzheng mushrooms: CNY 320.65 million, accounting for 35.32% of total revenue, down 15.98% year-on-year [16]. - Double-capped mushrooms: CNY 572.30 million, representing 63.04% of total revenue, up 9.10% year-on-year [16]. - The company also reported revenue from rental business, which increased significantly by 111.79% [16]. Market and Competitive Position - The company benefits from a well-distributed production base, particularly in regions with abundant agricultural by-products, which helps reduce raw material costs [12][13]. - The company employs a factory-based production model that allows for year-round production, ensuring a stable supply of high-quality products [7][13]. - The company has received various certifications, including ISO 9001:2015 and HACCP, which enhance its credibility and product quality assurance [13][14]. Future Outlook - The company is actively pursuing diversification strategies, including the establishment of a southwestern headquarters for the edible and medicinal fungi industry, focusing on the cultivation of Cordyceps [4][5]. - The ongoing projects may face uncertainties related to policy changes, market conditions, and operational risks, which could impact future profitability [4][5].

Group 1 - The board of directors of Tianshui Zhongxing Mushroom Industry Technology Co., Ltd. held its 14th meeting on August 15, 2025, with all 9 directors present [1] - The board approved the proposal for the company's 2025 semi-annual report with a unanimous vote of 9 in favor [2] - The board also approved the proposal to renew the company's auditing firm for the 2025 fiscal year, pending approval from the upcoming shareholders' meeting [2][3] Group 2 - The board approved a proposal to amend the company's business scope and revise the articles of association, which will also require approval from the shareholders' meeting [3][4] - The company will no longer have a supervisory board following the approval of the revised articles of association [3] - The board proposed to adjust the company's organizational structure, which will also be submitted for shareholder approval [4][7] Group 3 - The board approved several governance system revisions and the establishment of new management systems to enhance operational compliance [6][7] - The company plans to issue technology innovation bonds, which will require shareholder approval [7][8] - A second extraordinary general meeting of shareholders is scheduled for September 15, 2025, to discuss various proposals [8]

Meeting Overview - The fifth meeting of the Supervisory Board of Tianshui Zhongxing Mushroom Industry Technology Co., Ltd. was held on August 15, 2025, via telecommunication, with all three supervisors present [1][2]. Resolutions Passed - The Supervisory Board approved the "2025 Half-Year Report Full Text and Summary," confirming that the report accurately reflects the company's actual situation without any false records or misleading statements [1][2]. - The Supervisory Board agreed to reappoint Zhongshun Zhonghuan Accounting Firm as the auditing institution for the year 2025, recognizing its independence and professional competence [2][3]. - The Supervisory Board approved the proposal to issue technology innovation bonds, which will be submitted for review at the company's second extraordinary general meeting of shareholders in 2025 [3]. Voting Results - All resolutions received unanimous support with 3 votes in favor, 0 against, 0 abstentions, and 0 recusal [2][3].

Meeting Overview - The company is convening its second extraordinary general meeting of shareholders for 2025 on September 15, 2025 [1][2] - The meeting will be held at the company's conference room located in the Tianshui National Agricultural Science and Technology Park [2][4] Voting Process - The meeting will utilize a combination of on-site voting and online voting through the Shenzhen Stock Exchange trading system and internet voting platform [2][5] - Shareholders can vote online between 9:15 AM and 3:00 PM on September 15, 2025 [1][5] Shareholder Eligibility - All ordinary shareholders registered with the China Securities Depository and Clearing Corporation Limited by the close of trading on September 9, 2025, are eligible to attend and vote [2][4] Agenda Items - The meeting will discuss several proposals, including changes to the company's business scope and amendments to the Articles of Association [2][9] - Specific proposals require a two-thirds majority of the voting rights held by attending shareholders to pass [4] Registration Details - Shareholders can register for the meeting through on-site registration, mail, email, or fax [4] - Registration must be completed by the specified deadline to ensure participation [4]

Group 1 - The company, Zhongxing Junye, announced its board's approval to apply for the registration and issuance of technology innovation bonds not exceeding RMB 5 billion, including 5 billion [2]