天润乳业(600419) - 2013 Q4 - 年度财报

Important Notice Statement from the Board of Directors, Board of Supervisors, and Management The company's management guarantees the authenticity, accuracy, and completeness of the annual report and accepts legal responsibility - The Board of Directors, Board of Supervisors, and senior management guarantee the authenticity, accuracy, and completeness of the annual report[5] - All directors attended the Board of Directors meeting[6] - Sigma Certified Public Accountants (Special General Partnership) issued a standard unqualified audit opinion[7] Profit Distribution Plan The Board of Directors proposes no dividend distribution or capitalization of capital reserves for the reporting period - The profit distribution plan for the reporting period is no dividend distribution and no capitalization of capital reserves[8] - There was no non-operating fund occupation by the controlling shareholder or its related parties[8] - There were no violations of prescribed decision-making procedures for providing external guarantees[8] Section 1 Definitions and Major Risk Warning I. Definitions This section defines common terms used in the report to ensure clear understanding - "The Company," "this Company," "the listed company," and "Tianshan Dairy" all refer to Xinjiang Tianshan Dairy Co, Ltd[11] - "12th Agricultural Division State-owned Assets Management Co" refers to Xinjiang Production and Construction Corps 12th Agricultural Division State-owned Assets Management Co, Ltd[11] II. Major Risk Warning The company has detailed potential risk factors and corresponding strategies in Section 4, "Board of Directors' Report" - The company has detailed risk factors and countermeasures in Section 4, "Board of Directors' Report"[11] Section 2 Company Profile I. Company Information The company's full Chinese name is Xinjiang Tianshan Dairy Co, Ltd, with the short name Tianshan Dairy and legal representative Liu Rang - The company's Chinese name is Xinjiang Tianshan Dairy Co, Ltd, with the short name Tianshan Dairy[13] - The company's legal representative is Liu Rang[13] II. Contact Persons and Methods The company's Board Secretary is Wang Qiaoling and the Securities Affairs Representative is Feng Zhiqiang - The Board Secretary is Wang Qiaoling, and the Securities Affairs Representative is Feng Zhiqiang[14] - The contact address is at No 2702, Wuchang Highway, Economic and Technological Development Zone, Urumqi, Xinjiang[14] III. Basic Information The company's registered and office address is in Urumqi, Xinjiang, with the official website www.xjterun.com - Company registered and office address: No 2702, Wuchang Highway, Economic and Technological Development Zone (Toutunhe District), Urumqi, Xinjiang[15] - Company website: **www.xjterun.com**[15](index=15&type=chunk) IV. Information Disclosure and Document Depository The company designates the "Shanghai Securities News" and www.sse.com.cn for information disclosure - The designated newspaper for information disclosure is the "Shanghai Securities News"[16] - The designated website for publishing the annual report is **www.sse.com.cn**[16](index=16&type=chunk) V. Company Stock Profile The company's A-shares are listed on the Shanghai Stock Exchange under the stock code 600419 - The company's stock type is A-shares, listed on the Shanghai Stock Exchange[17] - The stock short name is "Tianshan Dairy" and the stock code is 600419; the former short name was "Xinjiang Tianhong"[17] VI. Changes in Company Registration during the Reporting Period The company completed a major asset restructuring, changing its main business from papermaking to dairy production and sales (I) Company Registration Information The company is registered in the Economic Development Zone of Urumqi, Xinjiang - Company registration location: No 2702, Wuchang Highway, Economic Development Zone (Toutunhe), Urumqi, Xinjiang[19] - Business license registration number: 650000040000482[19] (II) Index for Initial Company Registration Information The company's registered capital changed from RMB 50.16 million at inception to RMB 86.39 million after restructuring - The company's predecessor, Xinjiang Tianhong, was established on December 30, 1999, with an initial registered capital of RMB 50.16 million[19] - After the A-share issuance in 2001, the registered capital increased to RMB 80.16 million[20] - After the major asset restructuring in 2013, the registered capital changed to RMB 86.389415 million[20] (III) Changes in Main Business Since Listing The company's main business shifted from papermaking to dairy-related operations after the 2013 major asset restructuring - At the time of its 2001 listing, the main business was machine-made paper and chemical products[21] - In 2005, it expanded into the textile industry by establishing a holding subsidiary and later acquired Huichang Bean Industry[21] - After the 2013 major asset restructuring, the main business changed to feed processing, crop cultivation, organic fertilizer production, and dairy-related operations[22] (IV) Changes in Controlling Shareholders Since Listing The controlling shareholder changed from Xinjiang Shihezi Paper Mill to the 12th Agricultural Division State-owned Assets Management Co in 2013 - The initial controlling shareholder upon listing was Xinjiang Shihezi Paper Mill[24] - On May 28, 2013, the controlling shareholder changed to Xinjiang Production and Construction Corps 12th Agricultural Division State-owned Assets Management Co, Ltd, holding 41.9% of the shares[24] VII. Other Relevant Information The company appointed Sigma as its domestic accounting firm and Great Wall Securities as its sponsor institution - The company appointed Sigma Certified Public Accountants (Special General Partnership) as its domestic accounting firm[25] - The sponsor institution performing continuous supervision during the reporting period was Great Wall Securities Co, Ltd, with the supervision period from December 2013 to December 2016[25] - The financial advisor performing continuous supervision was Orient Flower City Securities Co, Ltd, with the supervision period from December 2013 to December 2014[25] Section 3 Summary of Accounting Data and Financial Indicators I. Key Accounting Data and Financial Indicators for the Last Three Years In 2013, the company's revenue decreased, but net profit turned positive, while total assets and net assets grew significantly due to restructuring 2013 Key Accounting Data (Unit: RMB Yuan) | Key Accounting Data | 2013 | 2012 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 87,481,839.52 | 160,928,121.50 | -45.64 | | Net Profit Attributable to Shareholders | 34,844,877.84 | -38,075,621.52 | N/A | | Net Cash Flow from Operating Activities | -11,659,816.58 | 283,351.68 | -4,214.96 | | Net Assets Attributable to Shareholders | 253,898,319.68 | 103,667,034.14 | 144.92 | | Total Assets | 457,047,489.49 | 227,026,110.84 | 101.32 | 2013 Key Financial Indicators | Key Financial Indicators | 2013 | 2012 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (RMB Yuan/Share) | 0.40 | -0.47 | N/A | | Diluted Earnings Per Share (RMB Yuan/Share) | 0.40 | -0.47 | N/A | | Weighted Average Return on Equity (%) | 19.49 | -31.03 | N/A | (I) Key Accounting Data Operating revenue decreased by 45.64% YoY, while net profit turned positive, and total assets and net assets grew significantly due to restructuring - In 2013, operating revenue was RMB 87,481,839.52, a year-on-year decrease of 45.64%[26] - In 2013, net profit attributable to shareholders was RMB 34,844,877.84, achieving a turnaround from loss to profit[26] - At the end of 2013, total assets were RMB 457,047,489.49, a year-on-year increase of 101.32%; net assets attributable to shareholders were RMB 253,898,319.68, a year-on-year increase of 144.92%[26] (II) Key Financial Data In 2013, basic earnings per share and weighted average ROE both turned positive, reflecting a significant improvement in profitability - In 2013, basic earnings per share was RMB 0.40/share, a significant improvement from -RMB 0.47/share in 2012[26] - In 2013, the weighted average return on equity was 19.49%, a substantial increase from -31.03% in 2012[26] II. Non-recurring Profit and Loss Items and Amounts In 2013, non-recurring profit and loss totaled RMB 70.72 million, significantly contributing to net profit 2013 Non-recurring Profit and Loss Items and Amounts (Unit: RMB Yuan) | Non-recurring Profit and Loss Item | 2013 Amount | 2012 Amount | 2011 Amount | | :--- | :--- | :--- | :--- | | Gain/Loss on Disposal of Non-current Assets | 56,321,309.99 | -1,163,210.50 | -1,924.52 | | Government Grants Included in Current Profit/Loss | 7,526,228.86 | 4,640,111.00 | 21,192,586.67 | | Gain/Loss on Non-monetary Asset Exchange | 8,022,808.82 | | | | Total | 70,720,058.90 | 2,512,659.30 | 20,801,158.33 | - In 2013, total non-recurring profit and loss amounted to RMB 70,720,058.90, primarily from gains on disposal of non-current assets and government grants[28][29] Section 4 Board of Directors' Report I. Discussion and Analysis of the Company's Operating Performance In 2013, the company successfully restructured its main business from papermaking to dairy, which contributed significantly to revenue in the last two months - In 2013, the company completed a major asset restructuring, shifting its main business from papermaking to the dairy industry[31][32] - The dairy business generated RMB 73.7475 million in revenue and RMB 35.8706 million in net profit in November-December[32] - The company's operating revenue decreased by 45.64% year-on-year, mainly due to the shutdown of Xinjiang Tianhong's main business[32] (I) Main Business Analysis Revenue and operating costs decreased due to business transformation, while sales and administrative expenses increased Changes in Key Items of Income Statement and Cash Flow Statement (Unit: RMB Yuan) | Item | Current Period | Prior Period | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 87,481,839.52 | 160,928,121.50 | -45.64 | | Operating Cost | 65,922,453.13 | 156,346,051.39 | -57.84 | | Selling Expenses | 9,858,646.66 | 5,812,090.45 | 69.62 | | Administrative Expenses | 39,239,265.60 | 30,017,438.04 | 30.72 | | Net Cash Flow from Operating Activities | -11,659,816.58 | 283,351.68 | -4,214.96 | | Net Cash Flow from Investing Activities | 65,265,824.24 | -524,942.80 | 12,532.94 | | R&D Expenditure | 68,769.00 | 2,427,379.55 | -97.17 | - Operating revenue decreased by 45.64% YoY, and operating cost decreased by 57.84% YoY, mainly due to the business transformation[33] - Selling expenses and administrative expenses increased by 69.62% and 30.72% respectively, while R&D expenditure decreased significantly by 97.17%[33] (II) Analysis of Operations by Industry, Product, or Region The main business has shifted to animal husbandry and dairy manufacturing, with dairy products showing high gross profit margins Main Business by Industry (Unit: RMB Yuan) | Industry Segment | Operating Revenue | Operating Cost | Gross Margin (%) | Revenue YoY Change (%) | Cost YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Animal Husbandry | 62,500.00 | 72,697.43 | -16.32 | 100 | 100 | | Liquid Milk & Dairy Manufacturing | 69,616,612.60 | 53,553,763.86 | 23.07 | 100 | 100 | | Bovine Colostrum Products | 4,068,339.25 | 1,179,833.72 | 71.00 | 100 | 100 | | Papermaking | 5,016,612.63 | 5,336,514.37 | -6.38 | -93.56 | -93.05 | | Shop Leasing | 4,400,090.89 | 1,386,417.52 | 68.49 | -93.06 | -97.75 | - Liquid milk and dairy manufacturing has become the main source of revenue, with a gross margin of 23.07%[41] - Revenue and costs from the papermaking industry decreased by over 93% YoY, and shop leasing revenue and costs also declined significantly[42] (III) Analysis of Assets and Liabilities Asset restructuring led to significant increases in cash, receivables, and fixed assets, alongside a shift from short-term to long-term debt Changes in Assets and Liabilities (Unit: RMB Yuan) | Item | Current Period-End | % of Total Assets | Prior Period-End | % of Total Assets | YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 78,667,148.68 | 17.04 | 13,114,157.97 | 5.78 | 499.86 | | Accounts Receivable | 28,095,435.26 | 6.09 | 11,475,826.23 | 5.05 | 144.82 | | Fixed Assets | 251,101,278.69 | 54.39 | 134,210,941.54 | 59.12 | 87.09 | | Short-term Borrowings | | 0.00 | 48,189,338.09 | 21.23 | -100.00 | | Long-term Borrowings | 29,000,000.00 | 6.28 | | 0.00 | | - Cash and cash equivalents at period-end increased by 499.86%, accounts receivable increased by 144.82%, and fixed assets increased by 87.09%[42][43] - Short-term borrowings decreased by 100%, while RMB 29 million in new long-term borrowings were added, indicating a shift towards long-term financing[43] (IV) Core Competitiveness Analysis The company's core competitiveness lies in its regional advantages, advanced equipment, established brands, and innovative product development - The company possesses unique regional advantages in Xinjiang, with abundant forage resources and high-quality milk sources[43][44] - The company utilizes world-class dairy production lines and processes from suppliers like Niro of Denmark, GEA of Germany, and Tetra Pak of Sweden[44] - It owns well-known brands such as "Gairui," "Jiali," and "Tianshan," with "Gairui" being a famous brand in Xinjiang[45] - The company independently developed the patented product "Milk Beer," which has a long shelf life and broad market reach[45] - As the dairy industry integration platform for the XPCC, it receives policy support to consolidate high-quality dairy resources[45][46] (V) Investment Status Analysis The company had no external equity investments during the period, and its main subsidiaries performed well in the dairy sector - The company had no external equity investments, wealth management products, derivative investments, or use of raised funds during the reporting period[47][48][49] Financial Data of Major Subsidiaries (Unit: RMB 10,000) | Company Name | Business Nature | Shareholding (%) | Registered Capital | Total Assets | Net Assets | Operating Revenue | Net Profit | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Xinjiang Tianshan Biotechnology Co, Ltd | Production, Processing, Sales | 96.80 | 21770 | 39,806.86 | 23,762.14 | 18,398.67 | 2,050.77 | | Shawan Tianshan Biotechnology Co, Ltd | Animal Husbandry | 90.00 | 3000 | 5,311.43 | 2,075.98 | 1,260.96 | 546.58 | | Shawan Gairui Dairy Co, Ltd | Production, Processing, Sales | 65.00 | 2734 | 5,683.77 | 4,496.51 | 12,737.44 | 858.00 | II. Discussion and Analysis of Future Development The company aims to become the largest dairy enterprise in Xinjiang and the Northwest within 3-5 years by leveraging regional advantages and policy support - The company faces risks from intense competition and changing market demand in the domestic dairy industry[50][54] - The company will leverage its regional, milk source, equipment, brand, and new product advantages, supported by the XPCC's dairy industry integration platform[51] - The strategic goal is to become the largest dairy enterprise in Xinjiang and the Northwest and a well-known domestic brand within 3-5 years[52] - The 2014 operating target is to achieve a production and sales volume of 51,800 tons and a total operating revenue of RMB 362 million[53] (I) Industry Competition and Development Trends The domestic dairy industry faces intense competition and consolidation, but consumption is expected to grow - The domestic dairy industry is facing policy-driven consolidation and market reshuffling, leading to more intense competition[50] - In the Xinjiang region, the company's main competitors include national enterprises like Yili, Mengniu, and Bright Dairy, as well as regional players[51] - Dairy consumption is expected to continue growing in 2014, driven by rising incomes, urbanization, and the two-child policy[51] (II) Company Development Strategy The company's strategy focuses on resource integration, capacity expansion, and marketing innovation to become a regional leader - The development strategy focuses on integrating XPCC's dairy resources, expanding production capacity, and innovating marketing, aiming to become the largest dairy enterprise in Xinjiang and the Northwest within 3-5 years[51][52] - The strategy includes extending into the upstream (forage and farming) and downstream (market network) segments of the dairy industry chain[52] - Expansion will be achieved through technical upgrades, enhancing brand influence, and capital market financing[52] (III) Business Plan The company's 2014 operating target is to achieve a production and sales volume of 51,800 tons and revenue of RMB 362 million - 2014 operating target: achieve a production and sales volume of 51,800 tons for various products[53] - 2014 operating target: achieve a total operating revenue of RMB 362 million[53] (IV) Potential Risks The company faces risks from intensified industry competition and changes in market demand - Industry competition risk: Intense market competition and the entry of external brands may lead to a decrease in the company's market share[54] - Market risk: Failure to promptly adjust the product structure to meet changing consumer demands could adversely affect product sales[54] III. Board's Explanation on "Non-standard Audit Report" The company confirms no "non-standard audit report" was issued for the reporting period - The Board of Directors and Board of Supervisors state that no "non-standard audit report" was issued by the accounting firm[55] - There were no changes in accounting policies, estimates, or methods during the reporting period[55] - There were no material prior period error corrections during the reporting period[55] IV. Profit Distribution or Capital Reserve Capitalization Plan Due to accumulated losses, the company will not distribute profits or capitalize capital reserves for 2013 - The company had uncovered losses from 2010-2012 and did not distribute profits or capitalize capital reserves[55] - Although net profit attributable to the parent company was RMB 34,844,877.84 in 2013, the undistributed profit at year-end was -RMB 130,651,973.62[57] - In accordance with the Articles of Association, there will be no profit distribution or capitalization of capital reserves for 2013[57] Section 5 Important Matters I. Major Litigation, Arbitration, and Media Scrutiny The company had no major litigation, arbitration, or media scrutiny during the reporting period - The company had no major litigation, arbitration, or media scrutiny this year[59] II. Fund Occupation and Debt Clearing Progress The company had no non-operating fund occupation by its controlling shareholder or related parties - The company had no fund occupation this year[59] III. Bankruptcy and Reorganization Matters The company had no bankruptcy or reorganization matters during the reporting period - The company had no bankruptcy or reorganization matters this year[59] IV. Asset Transactions and Mergers The company completed a major asset restructuring but had no other asset transactions or mergers - The company had no other asset transactions or mergers this year[59] V. Equity Incentive Plans and Their Impact The company had no equity incentive plans during the reporting period - The company had no equity incentive plans this year[59] VI. Major Related-Party Transactions The company had no major related-party transactions during the reporting period - The company had no major related-party transactions this year[59] VII. Major Contracts and Their Performance The company had no major contracts such as trusteeships, contracting, leasing, or guarantees - The company had no major contracts for trusteeship, contracting, leasing, guarantees, or other matters this year[59] VIII. Performance of Commitments The controlling shareholder and its concerted parties have made and are strictly fulfilling long-term commitments to protect the company's interests - The 12th Agricultural Division State-owned Assets Management Co has committed to maintaining the company's independence and not harming its interests[59][60][61][62] - The 12th Agricultural Division State-owned Assets Management Co and Shi Bo have committed that shares acquired through the asset purchase will not be transferred or traded for 36 months from the issuance date[63] - The 12th Agricultural Division State-owned Assets Management Co has committed to avoiding competition with Tianshan Dairy and granting it priority rights for development and acquisition[64][65][66][67][68] - The 12th Agricultural Division State-owned Assets Management Co has committed to regulating related-party transactions to ensure fairness and fulfill disclosure obligations[68][69][70][71][72] IX. Appointment and Dismissal of Accounting Firms The company changed its accounting firm from Lixin to Sigma due to the major asset restructuring - The company changed its accounting firm from Lixin Certified Public Accountants (Special General Partnership) to Sigma Certified Public Accountants (Special General Partnership) during the reporting period[74] - The reason for the change was the company's implementation of a major asset restructuring[74] Accounting Firm Appointment Details (Unit: RMB 10,000) | | Former Firm | Current Firm | | :--- | :--- | :--- | | Domestic Accounting Firm Name | Lixin Certified Public Accountants (Special General Partnership) | Sigma Certified Public Accountants (Special General Partnership) | | Domestic Accounting Firm Remuneration | 50 | 45 | | Domestic Accounting Firm Audit Years | 6 | 1 | X. Penalties and Rectifications Concerning the Company and Its Stakeholders No penalties or rectifications were imposed on the company or its key stakeholders during the reporting period - During the year, the company and its directors, supervisors, senior management, major shareholders, actual controller, and acquirers were not subject to any investigation, administrative penalty, or public censure by the CSRC or stock exchanges[74] XI. Explanation of Other Major Matters The company had no other major matters to report for the period - The company had no other major matters to report during the period[74] Section 6 Changes in Share Capital and Shareholders I. Changes in Share Capital The company's total share capital increased to 86,389,415 shares following the issuance of new shares for a major asset restructuring Statement of Changes in Share Capital (Unit: Shares) | | Before Change | % | Change (+, -) New Issuance | After Change | % | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | | | 6,229,415 | 6,229,415 | 7.21 | | II. Unrestricted Circulating Shares | 80,160,000 | 100 | | 80,160,000 | 92.79 | | III. Total Shares | 80,160,000 | 100 | 6,229,415 | 86,389,415 | 100 | - The company's total share capital increased from 80,160,000 shares to 86,389,415 shares, with an addition of 6,229,415 new shares[77] - The newly issued shares are all restricted shares, primarily subscribed by the 12th Agricultural Division State-owned Assets Management Co, Shi Bo, and Xie Ping[77][81] 1. Statement of Changes in Share Capital The issuance of new shares increased restricted shares by 6,229,415, raising the total share capital Statement of Changes in Share Capital (Unit: Shares) | | Before Change Quantity | Before Change Ratio (%) | Change (+, -) New Issuance | After Change Quantity | After Change Ratio (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | | | 6,229,415 | 6,229,415 | 7.21 | | II. Unrestricted Circulating Shares | 80,160,000 | 100 | | 80,160,000 | 92.79 | | III. Total Shares | 80,160,000 | 100 | 6,229,415 | 86,389,415 | 100 | 2. Explanation of Changes in Share Capital The company issued 6,229,415 new shares at RMB 11.06 per share to acquire a 96.80% stake in Tianshan Technology - The company acquired a 96.80% stake in Tianshan Technology through a major asset restructuring by issuing shares[78] - A total of 6,229,415 shares were issued to the 12th Agricultural Division State-owned Assets Management Co, Shi Bo, and Xie Ping at an issue price of RMB 11.06 per share[80][81] - The issuance was approved by the CSRC, and the asset transfer and share registration procedures have been completed[79][83][84] (II) Changes in Restricted Shares New restricted shares were issued to three parties with lock-up periods of 12 or 36 months Changes in Restricted Shares (Unit: Shares) | Shareholder Name | Restricted Shares at Start of Year | Increase in Restricted Shares This Year | Restricted Shares at End of Year | Reason for Restriction | Lock-up Expiry Date | | :--- | :--- | :--- | :--- | :--- | :--- | | Xinjiang Production and Construction Corps 12th Agricultural Division State-owned Assets Management Co, Ltd | | 4,551,774 | 4,551,774 | Commitment | November 23, 2016 | | Shi Bo | | 1,626,804 | 1,626,804 | Commitment | November 23, 2016 | | Xie Ping | | 50,837 | 50,837 | Commitment | November 23, 2014 | | Total | | 6,229,415 | 6,229,415 | / | / | - The restricted shares for the 12th Agricultural Division State-owned Assets Management Co and Shi Bo have a 36-month lock-up period, while Xie Ping's is 12 months[82] II. Securities Issuance and Listing The company issued 6,229,415 A-shares at RMB 11.06 per share to acquire assets, resulting in changes to its share capital and financial structure Securities Issuance in the Last 3 Years (Unit: Shares) | Type of Security | Issuance Date | Issue Price (or Rate) | Quantity Issued | Listing Date | Approved Trading Quantity | Trading Termination Date | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | A-Shares | November 22, 2013 | 11.06 | 6,229,415 | November 23, 2016 | | | - This issuance increased the company's total share capital from 80,160,000 shares to 86,389,415 shares[89] - The shareholding of the 12th Agricultural Division State-owned Assets Management Co increased from 41.90% to 44.15%[89] (I) Securities Issuance in the Last 3 Years The company conducted a non-public offering of 6,229,415 A-shares to acquire assets in November 2013 - On November 22, 2013, the company issued 6,229,415 A-shares at an issue price of RMB 11.06 per share[87] - This issuance was intended to strengthen the listed company's main business and improve its quality and profitability[87] (II) Changes in Total Shares, Shareholder Structure, and Financial Structure The share issuance increased total share capital and the controlling shareholder's stake, significantly impacting the company's financial structure Shareholding Structure Change Before and After Issuance (Unit: Shares) | Shareholder Name | Shares Before Issuance | % Before | Shares After Issuance | % After | | :--- | :--- | :--- | :--- | :--- | | 12th Agricultural Division State-owned Assets Management Co | 33,590,432 | 41.90 | 38,142,206 | 44.15% | | Shi Bo | -- | -- | 1,626,804 | 1.88% | | Xie Ping | -- | -- | 50,837 | 0.06% | | Other Shareholders | 46,569,568 | 58.10 | 46,569,568 | 53.91% | | Total Share Capital | 80,160,000 | 100.00 | 86,389,415 | 100.00 | Financial Data Comparison for H1 2013 (Unit: RMB Yuan) | Accounting Data | Listed Company Audited Data (2013/6/30) | Pro-forma Audited Data (2013/6/30) | | :--- | :--- | :--- | | Total Assets | 196,755,697.77 | 451,339,966.92 | | Total Liabilities | 117,114,189.48 | 199,763,370.91 | | Total Equity | 79,641,508.29 | 251,576,596.01 | | Equity Attributable to Parent Company | 79,737,570.91 | 225,551,645.31 | III. Shareholders and Actual Controller The company's controlling shareholder is the 12th Agricultural Division State-owned Assets Management Co, and the actual controller is the 12th Division SASAC of XPCC - As of the end of the reporting period, the total number of shareholders was 9,560[91] - The controlling shareholder is Xinjiang Production and Construction Corps 12th Agricultural Division State-owned Assets Management Co, Ltd, with a 44.15% stake[91] - The actual controller is the State-owned Assets Supervision and Administration Commission of the 12th Division of Xinjiang Production and Construction Corps[96][99] (I) Number of Shareholders and Shareholdings The company had 9,560 shareholders at year-end, with the 12th Agricultural Division State-owned Assets Management Co being the largest - The total number of shareholders at the end of the reporting period was 9,560[91] Top Ten Shareholders (Unit: Shares) | Shareholder Name | Nature | Shareholding (%) | Total Shares | Change During Period | Restricted Shares | Pledged or Frozen Shares | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Xinjiang Production and Construction Corps 12th Agricultural Division State-owned Assets Management Co, Ltd | State-owned Legal Entity | 44.15 | 38,142,206 | 4,551,774 | 4,551,774 | None | | Qingdao Yingtu Petroleum Co, Ltd | Domestic Non-state-owned Legal Entity | 2.48 | 2,140,518 | | | Frozen 2,140,518 | | Shi Bo | Domestic Natural Person | 1.88 | 1,626,804 | 1,626,804 | 1,626,804 | Unknown | - The 12th Agricultural Division State-owned Assets Management Co and Shi Bo are parties acting in concert[92] (II) Controlling Shareholder Information The controlling shareholder is a state-owned asset management company established in 2002 with a registered capital of RMB 245.43 million - Controlling shareholder name: Xinjiang Production and Construction Corps 12th Agricultural Division State-owned Assets Management Co, Ltd[97] - Date of establishment: July 24, 2002, with a registered capital of RMB 245.43 million[97] - Main business activities: State-owned asset management and trusteeship; asset acquisition, disposal, and related industrial investments; property and land leasing[97] (III) Actual Controller Information The actual controller is the 12th Division SASAC of XPCC, which oversees a diverse portfolio of state-owned assets - The company's actual controller is the State-owned Assets Supervision and Administration Commission of the 12th Division of Xinjiang Production and Construction Corps[96][99] - The 12th Agricultural Division State-owned Assets Management Co's business covers multiple sectors, including dairy, mining, building materials, transportation, electronics, and finance[100] V. Other Corporate Shareholders with over 10% Shareholding The company has no other corporate shareholders holding more than 10% of its shares - As of the end of this reporting period, the company has no other corporate shareholders with a stake of 10% or more[100] Section 7 Directors, Supervisors, Senior Management, and Employees I. Shareholding Changes and Remuneration The company underwent a change in management, with Liu Rang appointed as the new Chairman and total remuneration for all key personnel amounting to RMB 998,100 - The company held elections for the Board of Directors and Board of Supervisors on December 9, 2013[110] - The new Chairman is Liu Rang, and the new General Manager is Hu Gang[106] - The total actual remuneration received by all directors, supervisors, and senior management at the end of the reporting period was RMB 998,100[114] II. Incumbent and Former Directors, Supervisors, and Senior Management Some key personnel hold concurrent positions in shareholder units or related entities - Wang Yuzhu serves as the legal representative and director of Xinjiang Shihezi Paper Mill[111] - Ao Bing serves as the legal representative and chairman of the 12th Division State-owned Assets Management Co, Ltd[111] - Liu Rang serves as the Chairman of Xinjiang Tianshan Biotechnology Co, Ltd, and Hu Gang serves as its General Manager[112] III. Remuneration of Directors, Supervisors, and Senior Management Senior management compensation is determined by the Remuneration and Appraisal Committee and approved by the Board and shareholders - The senior management compensation plan is proposed by the Remuneration and Appraisal Committee of the Board of Directors and approved by the Board before submission to the shareholders' meeting[114] - Remuneration for senior management is determined based on the company's position-based salary system and paid monthly[114] - Some directors and supervisors receive remuneration from the shareholder or actual controller's units[114] IV. Changes in Senior Management The company experienced a large-scale change in senior management due to board and supervisory committee elections - During the reporting period, there were large-scale departures and appointments of directors, supervisors, and senior management due to elections[114][115] - Former Chairman and General Manager Li Xia and others resigned, while Liu Rang was appointed Chairman and Hu Gang was appointed Director and General Manager[114] V. Employee Information of the Parent Company and Major Subsidiaries The company has a total of 645 employees, with the majority being production staff Employee Numbers | | Quantity | | :--- | :--- | | Number of Employees in the Parent Company | 18 | | Number of Employees in Major Subsidiaries | 409 | | Total Number of Employees | 645 | | Number of Retirees with Costs Borne by Parent and Major Subsidiaries | 68 | Employee Professional Composition | Category | Number | | :--- | :--- | | Production Staff | 274 | | Sales Staff | 120 | | Technical Staff | 96 | | Finance Staff | 31 | | Administrative Staff | 69 | | Other Staff | 55 | | Total | 645 | Employee Education Level | Education Level | Number (Persons) | | :--- | :--- | | Graduate | 4 | | Bachelor's | 53 | | Associate's | 135 | | Vocational | 74 | | High School | 156 | | Middle School and Below | 223 | | Total | 645 | Section 8 Corporate Governance I. Corporate Governance and Insider Information Management The company has established a sound corporate governance structure and internal control system in compliance with relevant laws and regulations - The company completed a major asset restructuring and elections for the Board of Directors and Board of Supervisors during the reporting period[120] - The company operates in strict accordance with laws such as the "Company Law" and "Securities Law," and has established a sound corporate governance structure and internal control system[120] - The controlling shareholder exercises its rights in a standardized manner, and the company maintains full independence in business, personnel, assets, organization, and finance[121] - The Board of Directors consists of 9 directors, including 3 independent directors, and has established specialized committees such as the Strategy and Investment Committee and the Audit Committee[121] II. Shareholders' Meetings The company held four shareholders' meetings during the period to approve key matters such as the annual report, asset restructuring, and board elections - In 2013, the company held a total of four shareholders' meetings, including one annual general meeting and three extraordinary general meetings[124][125][126][127] - The shareholders' meetings approved important resolutions, including the annual report, profit distribution plan, and major asset restructuring[124][125][126] - The meetings also approved resolutions on the election of the Board of Directors and Board of Supervisors, and a change in the company's name[126] III. Directors' Performance of Duties The Board of Directors held 9 meetings during the period, with all directors fulfilling their duties diligently - The Board of Directors held a total of 9 meetings during the reporting period, including 6 in-person meetings and 3 by communication[128] - All directors attended the required board meetings in person or by communication, with no instances of missing two consecutive meetings[128] - Independent directors raised no objections to any board resolutions or other matters during the year[128] IV. Risks Identified by the Board of Supervisors The Board of Supervisors raised no objections and identified no major risks during the reporting period - The Board of Supervisors had no objections to the matters under its supervision during the reporting period[129] V. Senior Management Appraisal and Incentive Mechanisms The company has established a performance-based appraisal and reward system for senior management and is developing a comprehensive incentive mechanism - The Board of Directors has a Remuneration and Appraisal Committee responsible for formulating and reviewing senior management compensation policies[130] - Senior management and their responsible units are assessed based on operating performance and management indicators, which serve as the basis for rewards and penalties[130] - The company is progressively establishing and improving its incentive and constraint mechanisms[130] Section 9 Financial Report I. Audit Report Sigma Certified Public Accountants issued a standard unqualified audit opinion on the company's 2013 financial statements - Sigma Certified Public Accountants (Special General Partnership) issued a standard unqualified audit opinion on the company's 2013 financial statements[132][133] - The audit opinion concluded that the financial statements are prepared in accordance with enterprise accounting standards and fairly present the company's financial position, operating results, and cash flows in all material respects[133] II. Financial Statements This section presents the company's consolidated and parent company financial statements for 2013, reflecting the impact of the major asset restructuring Consolidated Balance Sheet At the end of 2013, consolidated total assets reached RMB 457 million, an increase of 101.32% from the beginning of the year Key Data from Consolidated Balance Sheet (Unit: RMB Yuan) | Item | Closing Balance | Opening Balance | | :--- | :--- | :--- | | Total Assets | 457,047,489.49 | 227,026,110.84 | | Total Current Assets | 149,765,176.30 | 66,613,108.30 | | Total Non-current Assets | 307,282,313.19 | 160,413,002.54 | | Total Liabilities | 175,992,145.38 | 123,442,120.29 | | Total Equity | 281,055,344.11 | 103,583,990.55 | | Equity Attributable to Parent Company | 253,898,319.68 | 103,667,034.14 | - Year-end cash and cash equivalents were RMB 78.66 million, an increase of 499.86% from the beginning of the year[137] - Year-end fixed assets were RMB 251 million, an increase of 87.09% from the beginning of the year[137] Parent Company Balance Sheet The parent company's total assets were RMB 236 million, with a significant increase in long-term equity investments due to the asset restructuring Key Data from Parent Company Balance Sheet (Unit: RMB Yuan) | Item | Closing Balance | Opening Balance | | :--- | :--- | :--- | | Total Assets | 236,971,934.90 | 228,316,484.07 | | Long-term Equity Investments | 236,971,934.90 | 900,000.00 | | Total Liabilities | 123,002,057.64 | 123,002,057.64 | | Total Equity | 236,971,934.90 | 105,314,426.43 | - Year-end long-term equity investments were RMB 236 million, a substantial increase from RMB 900,000 at the beginning of the year, mainly due to the injection of Tianshan Technology's equity[143] - Total equity at year-end was RMB 236 million, an increase of 125.01% from the beginning of the year[144] Consolidated Income Statement In 2013, consolidated revenue decreased by 45.64%, but the company achieved a net profit of RMB 35.87 million, turning from a loss to a profit Key Data from Consolidated Income Statement (Unit: RMB Yuan) | Item | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Total Operating Revenue | 87,481,839.52 | 160,928,121.50 | | Total Operating Costs | 121,655,941.84 | 201,141,070.20 | | Operating Profit (Loss) | -34,174,102.32 | -40,212,948.70 | | Non-operating Income | 71,956,707.43 | 4,675,654.90 | | Net Profit (Loss) | 35,870,559.96 | -38,332,733.34 | | Net Profit Attributable to Parent Company | 34,844,877.84 | -38,075,621.52 | - Total operating revenue for 2013 decreased by 45.64% year-on-year[146] - The company turned from a loss to a profit, primarily due to RMB 71.95 million in non-operating income, which included a RMB 64.40 million gain from the major asset restructuring[146][147] Parent Company Income Statement The parent company's revenue decreased by 87.29%, but it achieved a net profit of RMB 24.64 million due to gains from the asset restructuring Key Data from Parent Company Income Statement (Unit: RMB Yuan) | Item | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Operating Revenue | 12,989,228.62 | 101,457,283.28 | | Operating Profit (Loss) | -41,855,457.64 | -38,161,908.53 | | Non-operating Income | 66,563,964.46 | 4,362,003.90 | | Net Profit (Loss) | 24,649,055.17 | -35,761,615.13 | - The parent company's operating revenue for 2013 decreased by 87.29% year-on-year[149] - The company turned from a loss to a profit, mainly due to RMB 66.56 million in non-operating income[149][150] Consolidated Cash Flow Statement In 2013, net cash flow from operating activities turned negative, while investing and financing activities generated positive cash flows Key Data from Consolidated Cash Flow Statement (Unit: RMB Yuan) | Item | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -11,659,816.58 | 283,351.68 | | Net Cash Flow from Investing Activities | 65,265,824.24 | -524,942.80 | | Net Cash Flow from Financing Activities | 11,946,983.05 | -13,836,600.95 | | Net Increase in Cash and Cash Equivalents | 65,552,990.71 | -14,078,192.07 | - Net cash flow from operating activities turned from positive to negative, at -RMB 11.65 million[153] - Net cash flow from investing activities increased significantly to RMB 65.26 million, mainly due to cash received from the major asset restructuring[153][154] - Net cash flow from financing activities turned from negative to positive, at RMB 11.94 million[154] Parent Company Cash Flow Statement The parent company's operating and investing activities resulted in cash outflows, while financing activities generated a cash inflow Key Data from Parent Company Cash Flow Statement (Unit: RMB Yuan) | Item | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -10,192,543.46 | -4,422,210.77 | | Net Cash Flow from Investing Activities | -16,015,377.39 | -524,942.80 | | Net Cash Flow from Financing Activities | 13,140,745.42 | -9,000,000.00 | | Net Increase in Cash and Cash Equivalents | -13,067,175.43 | -13,947,153.57 | - Net cash flow from operating activities was -RMB 10.19 million, a further deterioration from the previous period[156] - Net cash flow from investing activities was -RMB 16.01 million, mainly due to cash paid for investments and other investment-related activities[157] - Net cash flow from financing activities turned from negative to positive, at RMB 13.14 million, mainly due to cash received from other financing activities[157] Consolidated Statement of Changes in Equity Consolidated total equity increased by 177.47% to RMB 281 million, driven by net profit and capital contributions Key Data from Consolidated Statement of Changes in Equity (Unit: RMB Yuan) | Item | Year-end Balance | Year-start Balance | | :--- | :--- | :--- | | Total Equity | 281,055,344.11 | 103,583,990.55 | | Equity Attributable to Parent Company | 253,898,319.68 | 103,667,034.14 | | Share Capital | 86,389,415.00 | 80,160,000.00 | | Capital Reserve | 281,871,852.48 | 172,714,859.78 | | Undistributed Profit | -130,651,973.62 | -165,496,851.46 | - Total equity increased by RMB 177,471,353.56 this year, mainly due to net profit and owner-contributed capital[158] - Share capital increased by RMB 6,229,415.00, and capital reserve increased by RMB 109,156,992.70, reflecting the share issuance from the asset restructuring[158] Parent Company Statement of Changes in Equity The parent company's total equity increased by 131.65% to RMB 236 million, driven by net profit and capital contributions Key Data from Parent Company Statement of Changes in Equity (Unit: RMB Yuan) | Item | Year-end Balance | Year-start Balance | | :--- | :--- | :--- | | Total Equity | 236,971,934.90 | 105,314,426.43 | | Share Capital | 86,389,415.00 | 80,160,000.00 | | Capital Reserve | 275,357,398.78 | 172,714,859.78 | | Undistributed Profit | -141,063,904.70 | -163,849,459.17 | - Total equity increased by RMB 131,657,508.47 this year, mainly due to net profit and owner-contributed capital[161] - Share capital increased by RMB 6,229,415.00, and capital reserve increased by RMB 102,642,539.00[161] III. Notes to the Financial Statements The notes provide detailed disclosures on the company's accounting policies and the significant impact of the 2013 major asset restructuring on its financial data - The company's predecessor was Xinjiang Tianhong Paper Co, Ltd; in 2013, it completed a major asset restructuring, changing its main business to dairy production and sales and its name to Xinjiang Tianshan Dairy Co, Ltd[164][165][166][167][168] - The financial statements are prepared on a going concern basis in accordance with the "Enterprise Accounting Standards" issued by the Ministry of Finance in 2006[171] - On November 8, 2013, the transfer of a 96.80% stake in Tianshan Technology was completed and included in the consolidation scope; the original main business assets were divested on December 24, 2013[168][263] I. Company's Basic Information The company transformed from a paper manufacturer to a dairy enterprise in 2013 through a major asset restructuring - The company's predecessor was Xinjiang Tianhong Paper Co, Ltd, established in 1999 and listed in 2001[164] - In 2013, the controlling shareholder changed to Xinjiang Production and Construction Corps 12th Agricultural Division State-owned Assets Management Co, Ltd[165] - Through a major asset restructuring, the company acquired a 96.80% stake in Tianshan Technology, changing its main business to dairy-related operations[166][168] - The registered capital was changed to RMB 86.389415 million, and the company name was officially changed to Xinjiang Tianshan Dairy Co, Ltd[167][168] [IV. Key Accounting Policies, Estimates, and Basis of Consolidation](index=76&type=section&id=%E5%9B%9B%E3%80%81%E5%85%AC%E5%8F%B8%E4%B8%BB%E8%A6%81%E4%BC%9A%E8%AE%A1%E6%94%BF%E7%AD%96%E3%80%81%E4%BC%9A%E8%AE%A1%E4%BC%B0%E8%AE%A1%E5%92%8C%E5%90%88%E5%B9%B6%E4%BC%9A%E8%AE%A1%E6%8A%A5%E8%A1%A8%E7%9A%84%E7%BC%96%E5%88%