证券代码：002910 证券简称：庄园牧场 公告编号：2025-038 兰州庄园牧场股份有限公司 关于担保事项的进展公告 2.住所：甘肃省金昌市金川区双湾镇金阿铁路西侧 3.法定代表人：吕生辉 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、担保情况概述 兰州庄园牧场股份有限公司（以下简称"公司"）于 2025 年 6 月 20 日召 开第五届董事会第八次临时会议，审议通过了《关于对全资子公司和全资孙公 司提供担保的议案》。同意公司为全资孙公司甘肃瑞嘉牧业有限公司（以下简 称"瑞嘉牧业"）的贷款事项提供不超过人民币 3,000 万元的连带责任保证。 具体内容详见公司于 2025 年 6 月 21 日在《证券时报》《证券日报》《中国证 券报》《上海证券报》及巨潮资讯网（www.cninfo.com.cn）的《兰州庄园牧场 股份有限公司关于对全资子公司和全资孙公司提供担保的公告》（公告编号： 2025-033）。 二、担保进展情况 近日，公司与兴业银行股份有限公司兰州分行签订了《最高额保证合同》 （合同编号：兴银兰(额保)2025第0089号）,约定公司为瑞嘉 ...

Group 1 - The company expects a net loss of 26 million to 34 million yuan for the first half of 2025, a significant improvement compared to a loss of 87.83 million yuan in the same period last year [2] - The overall gross margin of the company has improved year-on-year, providing core support for loss reduction through cost control and efficiency enhancement measures [2] - The company has established a fully digital and intelligent management system across the entire supply chain, ensuring traceability from source to end [2] Group 2 - Since entering the Hong Kong market in 2024, the company has received six consecutive repurchase orders, with a cumulative supply of nearly 100 tons [3] - The company successfully obtained certification from Southeast Asian food and drug authorities, allowing it to enter the Southeast Asian market, with the first shipment of 100 tons of pure milk sent in May [3]

Core Viewpoint - The company, Zhuangyuan Pasture, is expected to significantly reduce its net loss in the first half of 2025, with a forecasted loss of between 26 million to 34 million yuan, representing a reduction of over 60% compared to the previous year's loss of 87.83 million yuan [1][2]. Group 1: Financial Performance - The projected net loss for the first half of 2025 is estimated at 26 million to 34 million yuan, with a basic earnings per share of -0.13 to -0.17 yuan [2]. - The company’s net loss in the first half of 2024 was 87.83 million yuan, indicating a significant improvement with a reduction in loss by approximately 65.8% based on the median forecast of 30 million yuan for 2025 [2]. - In the first quarter of 2025, the company reported an operating income of 210 million yuan and a net loss of 26 million yuan, showing a substantial reduction in losses year-on-year [2]. Group 2: Operational Strategy - The improvement in performance is attributed to the company's strategy of closely coordinating its three major industrial segments and implementing refined management practices across the entire supply chain [3]. - The company has focused on cost reduction, efficiency enhancement, and optimizing operational processes, which have led to an increase in overall gross margin compared to the previous year [3]. - Zhuangyuan Pasture has been investing in modernized and standardized breeding farms, with 10 modern farms currently in operation, seven of which are recognized as "National Student Drinking Milk Source Bases" [3]. Group 3: Industry Context - The dairy industry is facing challenges such as supply-demand imbalances and rising costs, with only 6 out of 19 A-share dairy companies achieving positive net profit growth in 2024 [4]. - Despite the industry's downturn, Zhuangyuan Pasture has demonstrated resilience by enhancing its milk source base, strengthening quality control, and optimizing product structure to mitigate market fluctuations [4]. - The company plans to continue focusing on its core business, improving its governance structure, and implementing quality enhancement actions to boost operational capabilities [4].

[Current Period Performance Forecast](index=1&type=section&id=Item%201.%20Current%20Period%20Performance%20Forecast) The company anticipates a significantly narrowed net loss for H1 2025, with attributable net profit expected to be a loss of 26 million to 34 million yuan Key Financial Performance Forecast | Item | Current Reporting Period (Jan 1 - Jun 30, 2025) | Prior Year Same Period | | :--- | :--- | :--- | | **Net Profit Attributable to Shareholders of Listed Company** | Loss: 26 million - 34 million Yuan | Loss: 87.83 million Yuan | | **Net Profit After Non-Recurring Gains and Losses** | Loss: 31 million - 39 million Yuan | Loss: 89.43 million Yuan | | **Basic Earnings Per Share** | Loss: 0.13 - 0.17 Yuan/Share | Loss: 0.45 Yuan/Share | - The company forecasts a continued loss for the first half of 2025, but with a **significant reduction in the loss margin** compared to the same period last year[3](index=3&type=chunk)[5](index=5&type=chunk) [Communication with Accounting Firm](index=1&type=section&id=Item%202.%20Communication%20with%20Accounting%20Firm) The company pre-communicated with its accounting firm on this forecast, confirming no disagreements; however, the data remains unaudited - There are **no disagreements** between the company and its accounting firm regarding this performance forecast, but the relevant data has **not been audited** by the accounting firm[4](index=4&type=chunk) [Explanation of Performance Change](index=1&type=section&id=Item%203.%20Explanation%20of%20Performance%20Change) H1 2025 losses significantly narrowed due to refined management and cost-efficiency measures across the value chain, leading to improved overall gross margin - The core drivers of performance improvement are the company's vigorous implementation of **refined management**, **lean operations**, and a series of **cost control and efficiency improvement measures** across the entire industry chain[5](index=5&type=chunk) - These measures have yielded **significant results**, leading to a **year-over-year increase** in the company's **overall gross profit margin**[5](index=5&type=chunk) [Other Relevant Information](index=2&type=section&id=Item%204.%20Other%20Relevant%20Information) This performance forecast is a preliminary estimate, with final data subject to the official 2025 semi-annual report; investors should exercise caution - This performance forecast represents **preliminary estimates** by the company's financial department and is **not final data**[6](index=6&type=chunk) - Specific financial data will be subject to the company's **officially disclosed 2025 semi-annual report**, advising investors to **exercise caution in their decisions**[6](index=6&type=chunk)

庄园牧场（002910）公告，2025年1月1日至2025年6月30日，预计归属于上市公司股东的净利润为亏损 2600万元—3400万元，扣除非经常性损益后的净利润为亏损3100万元—3900万元，基本每股收益为亏损 0.13元/股—0.17元/股。公司与会计师事务所在业绩预告方面不存在分歧，本次业绩预告的相关数据未 经会计师事务所审计。业绩变动原因在于公司三大产业板块紧密协同，全产业链大力实施精细化管理、 精益化运营，降本控费、降本增效等系列措施成效显现，整体毛利率同比提升。 ...

Core Viewpoint - The second largest shareholder of Lanzhou Zhuangyuan Pastoral Co., Ltd., Ma Hongfu, has had all of his shares frozen by the court, which constitutes 16.47% of the company's total equity. This situation arises from Ma's personal arbitration matters and his previous legal issues, including bribery allegations and unmet performance commitments [1][2][4]. Company Summary - Ma Hongfu's shares, totaling 32,197,400, have been completely frozen, with a related debt and execution cost of approximately 21.27 million yuan [2]. - Ma Hongfu was previously the controlling shareholder and chairman of the company until he transferred control to Gansu Agricultural Reclamation Group in 2021 due to legal issues and performance failures [1][4]. - The company has failed to meet its performance commitments from 2021 to 2023, resulting in a cash compensation obligation of 20.31 million yuan owed by Ma Hongfu, with 13.61 million yuan still overdue as of May 2023 [3]. Industry Summary - The dairy industry is facing significant challenges, including declining raw milk prices and intense competition from major players like New Hope Dairy and Bright Dairy, which are expanding their presence in the Northwest market [1][10]. - Zhuangyuan Pastoral's revenue decreased by 8.97% to 956 million yuan in 2023, with a net loss of 81.48 million yuan, and further losses are expected in 2024 [8][9]. - The company's market share outside Gansu has been declining, with revenue from key markets like Shaanxi decreasing, indicating difficulties in expanding beyond its core region [9][10].

Core Viewpoint - The recent judicial freeze of 32.2 million shares held by the second-largest shareholder of Zhuangyuan Dairy, Ma Hongfu, has raised concerns about the company's governance and financial stability, as it represents 16.47% of the total share capital [2][3][6]. Shareholder Situation - Ma Hongfu's shares were frozen due to a personal arbitration matter involving a debt of 21.27 million yuan, leading to a significant impact on his ability to manage his stake in the company [2][3]. - The freeze includes 32.2 million shares that were already pledged, compounding the challenges for Ma Hongfu in managing his equity [3][6]. - The freeze is set to last for three years, from July 2, 2025, to July 1, 2028, which could limit his influence over company decisions [3][4]. Company Governance - The company has attempted to downplay the impact of the share freeze, asserting that Ma Hongfu is not the controlling shareholder and that it will not affect operational stability [6][8]. - However, the freeze on a significant stake held by a founding member raises questions about governance stability and potential impacts on shareholder rights and decision-making processes [8][6]. Financial Performance - Zhuangyuan Dairy has faced declining financial performance, with net profits falling from 50.48 million yuan in 2021 to a loss of 105 million yuan in 2023, leading to a cash compensation obligation of 20.31 million yuan for Ma Hongfu [11][18]. - The company's operational costs exceeded revenues, with a cost-to-revenue ratio of 101.57% in 2023, worsening to 113.56% in the first three quarters of 2024 [19][21]. Market Position - The company has seen a decline in revenue across its core markets, with significant drops in sales in Gansu and Shaanxi provinces, indicating a loss of market share [19][20]. - Despite increased marketing expenditures, the company has not achieved growth, leading to further financial strain [21].

Core Viewpoint - The announcement details the judicial freezing of shares held by a major shareholder, Mr. Ma Hongfu, which will not affect the company's control or operations significantly [1][4]. Group 1: Shareholder Share Freeze Details - Mr. Ma Hongfu, a shareholder holding over 5% of the company, has had 32,188,000 shares frozen, representing 16.46% of the company's total share capital [1][3]. - The total number of shares frozen amounts to 32,197,400, which is 16.47% of the company's total share capital [2][3]. - The judicial freeze is related to a personal arbitration matter involving Mr. Ma Hongfu [3][4]. Group 2: Impact on Company Operations - The freezing of shares will not lead to a change in the company's control or have a significant impact on its production and operations [1][4]. - Mr. Ma Hongfu is not the controlling shareholder or actual controller of the company, which further mitigates potential risks to the company's governance [3][4]. Group 3: Legal Proceedings - Mr. Ma Hongfu has filed an objection to the jurisdiction of the Shenzhen Bao'an District People's Court, which has accepted the case and is currently under review [4]. - Following the resolution of the jurisdictional objection, Mr. Ma Hongfu plans to apply for non-execution of the freeze, pending the outcome of the case [4].

证券代码：002910 证券简称：庄园牧场 公告编号：2025-035 兰州庄园牧场股份有限公司关于 持股 5%以上股东股份被冻结的公告 司法冻结涉及的案件债权额及执行费用合计为21,269,409元（本金额系依据 执行申请确定，实际金额以生效法律文书确定的内容和相关法律规定计算出的具 体金额为准）。 1.持有本公司股份32,197,400股（占本公司总股本比例16.47%）的股东马红 富先生所持有的公司股份被司法冻结（含司法再冻结）； 2.马红富先生不属于公司控股股东或实际控制人，其所持有公司股份被冻结 不会导致公司控制权发生变更，亦不会对公司生产经营产生重大影响。公司将持 续关注上述事项的进展，及时履行相应的信息披露义务，敬请广大投资者注意投 资风险。 一、股东股份冻结基本情况 兰州庄园牧场股份有限公司（以下简称"公司"或"庄园牧场"）近日通过 中国证券登记结算有限责任公司查询获悉，公司持股5%以上股东马红富先生所持 有的公司股份被司法冻结（含司法再冻结），具体事项如下： 1.本次股份冻结基本情况 | 股 | 是否为控股 | | 占 | 其 | 占公司 | 是否为 | | | | | | --- | -- ...

Group 1 - The board of directors of Lanzhou Zhuangyuan Pasture Co., Ltd. held its eighth temporary meeting of the fifth session, where several resolutions were passed [1][2] - The meeting was conducted via electronic communication, with all members present except for one who delegated voting rights [1] - The resolutions included the transfer of dairy processing business assets and liabilities to a wholly-owned subsidiary, which was approved unanimously [1][2] Group 2 - The board also approved a guarantee provision for wholly-owned subsidiaries and grandsons, which does not require submission to the shareholders' meeting [2] - The board reviewed and approved a rectification report regarding measures taken by the Gansu Securities Regulatory Bureau, which also does not require shareholder approval [2]