诺普信(002215) - 2025 Q2 - 季度财报

Part I Important Notes, Table of Contents and Definitions This section provides important disclaimers, a structured table of contents, and definitions of key terms used throughout the report Important Notes The company's board, supervisory board, and senior management guarantee the semi-annual report's accuracy and completeness, with no interim dividend or bonus share distribution planned - The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report[5] - Company head Gao Huansen, chief accountant Yuan Qinghong, and head of accounting department Yuan Qinghong declare the financial report in this semi-annual report is true, accurate, and complete[5] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[5] Table of Contents This section lists the report's structured table of contents, including major chapters and their starting page numbers, providing quick navigation for readers - The report's table of contents clearly lists chapter titles and corresponding page numbers for easy reference[7] Definitions This section provides definitions for common terms used in the report, including company abbreviations, relevant laws, regulatory bodies, reporting period, and core business qualifications, ensuring accurate understanding of the report's content - The reporting period refers to January 1, 2025, to June 30, 2025[8] - Company, the Company, and Noposion all refer to Shenzhen Noposion Agrochemicals Co., Ltd[8] - "Three Certificates" refer to pesticide registration certificate, pesticide production license, and product standard[8] Part II Company Profile and Key Financial Indicators This section provides an overview of the company's basic information, contact details, and a summary of key accounting data and financial performance indicators Company Profile Shenzhen Noposion Agrochemicals Co., Ltd., stock ticker "Noposion" and stock code 002215, is listed on the Shenzhen Stock Exchange, with Gao Huansen as its legal representative Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Noposion | | Stock Code | 002215 | | Listing Exchange | Shenzhen Stock Exchange | | Chinese Name | 深圳诺普信作物科学股份有限公司 | | Legal Representative | Gao Huansen | Contacts and Contact Information The company's Board Secretary is Mo Moujun, and the Securities Affairs Representative is He Tongtong, with contact address, phone, fax, and email disclosed for investor communication Contact Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Mo Moujun | No. 113, Shuiku Road, Xixiang, Bao'an District, Shenzhen | 0755-29977586 | 0755-27697715 | npx002215@126.com | | Securities Affairs Representative | He Tongtong | No. 113, Shuiku Road, Xixiang, Bao'an District, Shenzhen | 0755-29977586 | 0755-27697715 | npx002215@126.com | Other Information During the reporting period, there were no changes in the company's contact information, information disclosure and document availability locations, or other relevant materials, with specific details available in the 2024 annual report - The company's registered address, office address, website, and email contact information remained unchanged during the reporting period[12] - Information disclosure and document availability locations remained unchanged during the reporting period[13] - Other relevant information showed no changes during the reporting period[14] Key Accounting Data and Financial Indicators Operating revenue grew by 8.20%, net profit by 17.35%, and non-recurring net profit by 27.73%, with operating cash flow decreasing by 20.19% Key Accounting Data and Financial Indicators (Current Period vs. Prior Year) | Indicator | Current Period (yuan) | Prior Year (yuan) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 3,678,508,023.07 | 3,399,881,863.35 | 8.20% | | Net Profit Attributable to Shareholders of Listed Company | 648,031,196.87 | 552,204,761.36 | 17.35% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-recurring Gains/Losses) | 679,242,206.37 | 531,793,620.78 | 27.73% | | Net Cash Flow from Operating Activities | 254,433,947.30 | 318,818,503.00 | -20.19% | | Basic Earnings Per Share (yuan/share) | 0.6614 | 0.5636 | 17.35% | | Diluted Earnings Per Share (yuan/share) | 0.6389 | 0.5436 | 17.53% | | Weighted Average Return on Net Assets | 15.76% | 13.90% | 1.86% | | Current Period-end vs. Prior Year-end | | | | | Total Assets | 12,277,392,433.05 | 11,229,976,236.79 | 9.33% | | Net Assets Attributable to Shareholders of Listed Company | 4,231,178,429.29 | 3,831,480,194.32 | 10.43% | Differences in Accounting Data under Domestic and International Accounting Standards During the reporting period, the company had no differences in net profit and net assets between financial reports disclosed under international or overseas accounting standards and those under Chinese accounting standards - The company's reporting period shows no differences in net profit and net assets between financial reports disclosed under international accounting standards and those under Chinese accounting standards[16] - The company's reporting period shows no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and those under Chinese accounting standards[17] Non-recurring Gains and Losses Items and Amounts During the reporting period, the company's total non-recurring gains and losses amounted to -31,211,009.50 yuan, primarily including gains/losses from disposal of non-current assets, government grants, fair value changes of financial assets, and other non-operating income/expenses Non-recurring Gains and Losses Items and Amounts | Item | Amount (yuan) | | :--- | :--- | | Gains/Losses from disposal of non-current assets | 2,903,135.43 | | Government grants recognized in current profit or loss | 11,992,553.77 | | Gains/Losses from changes in fair value of financial assets and liabilities held by non-financial enterprises, and gains/losses from disposal of financial assets and liabilities | 10,654,402.15 | | Fund occupation fees collected from non-financial enterprises recognized in current profit or loss | 1,429,275.56 | | Reversal of impairment provisions for accounts receivable subject to separate impairment testing | 2,057,943.11 | | Other non-operating income and expenses apart from the above | -53,918,121.99 | | Less: Income tax impact | 3,429,455.95 | | Impact on minority interests (after tax) | 2,900,741.58 | | Total | -31,211,009.50 | - The company has no other profit or loss items that meet the definition of non-recurring gains and losses, nor does it classify non-recurring gains and losses as recurring profit or loss items[20] Part III Management Discussion and Analysis This section provides an in-depth analysis of the company's principal businesses, core competencies, financial performance, asset and liability status, investment activities, and risk factors Principal Businesses Engaged by the Company During the Reporting Period The company has been deeply rooted in the Chinese rural market for thirty years, with its main businesses including agricultural material distribution, agricultural technical services, and modern specialty fresh produce consumption. During the reporting period, the company actively expanded its specialty fresh produce consumption business, focusing on blueberries as a core strategic crop, while continuously consolidating its pesticide formulation business - The company has been deeply rooted in the Chinese rural market for thirty years, with businesses covering agricultural material distribution, agricultural technical services, and modern specialty fresh produce consumption[22] - The specialty fresh produce consumption business focuses on blueberries as a core strategic crop, adopting an "agricultural factory" model to promote integrated industry research, production, and sales operations[23] - The pesticide formulation business leverages strong distribution channels and technical service teams to build brands like "Noposion," "Redefine," and "Biaozheng," focusing on services for large-scale farmers[24] Analysis of Core Competencies The company has built high-barrier industry advantages in specialty crop fresh produce consumption through new agricultural research, education and training, digital operations, a partnership system, and integrated "production, education, research, and application" drivers. In pesticide formulation, the company maintains unique competitive advantages through its systematic service capabilities focused on large-scale farmers, a rich product resource structure, and a low-cost, high-efficiency supply chain - In the specialty crop fresh produce consumption sector, the company enhances its core competitiveness by building a new agricultural research system and agricultural education and training system with 2-3 times higher efficiency[26] - The company has established an institutionalized, standardized, digitized agricultural operating system and a progressive partnership system in the blueberry industry[26] - The core advantages of the pesticide formulation business lie in its systematic service capabilities focused on crops and large-scale farmers, a rich product resource structure (ranking first in the industry for many years in pesticide formulation "three certificates" product count and invention patents), and a low-cost, high-efficiency rapid supply chain[31][32][33] Analysis of Principal Business During the reporting period, the company's principal business revenue increased by 8.20% year-on-year, with specialty fresh produce consumption business revenue growing by 18.62%, pesticide formulation business revenue by 8.94%, and Tiantianquan business revenue decreasing by 25.71%. Fresh produce consumption and pesticide formulation businesses were the main revenue sources, with significant contributions from East China, Southwest, and Northwest regions Year-on-Year Changes in Key Financial Data | Indicator | Current Period (yuan) | Prior Year (yuan) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 3,678,508,023.07 | 3,399,881,863.35 | 8.20% | | Operating Costs | 2,291,335,623.55 | 2,155,730,851.98 | 6.29% | | Selling Expenses | 275,059,841.33 | 332,730,135.09 | -17.33% | | Administrative Expenses | 243,457,776.85 | 207,351,030.38 | 17.41% | | Financial Expenses | 49,838,532.18 | 56,621,147.12 | -11.98% | | Income Tax Expense | 32,559,199.08 | 12,056,224.26 | 170.06% | | R&D Investment | 74,174,232.30 | 78,948,245.44 | -6.05% | | Net Cash Flow from Operating Activities | 254,433,947.30 | 318,818,503.00 | -20.19% | | Net Cash Flow from Investing Activities | -281,459,154.69 | -804,773,049.17 | 65.03% | | Net Cash Flow from Financing Activities | 74,209,713.81 | 446,613,437.40 | -83.38% | | Net Increase in Cash and Cash Equivalents | 47,225,001.09 | -39,177,148.12 | 220.54% | Composition of Operating Revenue (by Industry) | Industry | Current Period Amount (yuan) | Proportion of Operating Revenue | Prior Year Amount (yuan) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Pesticide Formulation Business | 1,488,008,395.81 | 40.45% | 1,365,865,185.21 | 40.17% | 8.94% | | Tiantianquan Business | 372,472,298.59 | 10.13% | 501,345,745.28 | 14.75% | -25.71% | | Specialty Fresh Produce Consumption Business | 1,818,027,328.67 | 49.42% | 1,532,670,932.86 | 45.08% | 18.62% | Composition of Operating Revenue (by Product) | Product | Current Period Amount (yuan) | Proportion of Operating Revenue | Prior Year Amount (yuan) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Insecticides | 686,784,955.01 | 18.67% | 605,159,145.41 | 17.79% | 13.49% | | Fungicides | 567,217,465.73 | 15.42% | 512,477,956.86 | 15.07% | 10.68% | | Herbicides | 213,464,834.87 | 5.80% | 218,897,265.82 | 6.44% | -2.48% | | Plant Nutrition | 303,749,523.55 | 8.26% | 408,505,994.01 | 12.02% | -25.64% | | Fresh Produce Consumption | 1,807,644,839.53 | 49.14% | 1,543,117,008.96 | 45.39% | 17.14% | Composition of Operating Revenue (by Region) | Region | Current Period Amount (yuan) | Proportion of Operating Revenue | Prior Year Amount (yuan) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | East China | 1,241,360,836.36 | 33.75% | 1,212,508,686.35 | 35.66% | 2.38% | | Southwest | 537,620,896.30 | 14.62% | 472,508,268.96 | 13.90% | 13.78% | | Northwest | 460,886,460.20 | 12.53% | 405,438,230.03 | 11.93% | 13.68% | | Central China | 435,609,268.53 | 11.84% | 320,509,453.47 | 9.43% | 35.91% | | North China | 407,652,576.25 | 11.08% | 317,378,461.03 | 9.33% | 28.44% | | Exports | 24,037,386.54 | 0.65% | 12,449,609.27 | 0.37% | 93.08% | Explanation of Changes in Key Accounting Items This section details significant changes in the company's balance sheet, income statement, and cash flow statement items during the reporting period Analysis of Balance Sheet Items as of June 30, 2025 (yuan) | Item | Period-end Balance (2025.6.30) (yuan) | Period-end Balance (2024.12.31) (yuan) | Change Amount (yuan) | Change Rate | Brief Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | | Financial Assets Held for Trading | 158,595,200.00 | 522,495,300.00 | -363,900,100.00 | -69.65% | Decrease in structured deposits and time deposits due within one year | | Accounts Receivable | 1,188,629,600.00 | 517,292,400.00 | 671,337,200.00 | 129.78% | Increase in credit outstanding due to increased shipments during peak season for formulation business | | Other Current Assets | 408,838,300.00 | 218,038,400.00 | 190,799,900.00 | 87.51% | Increase in large-denomination time deposits within one year and regular deposits | | Short-term Borrowings | 4,233,302,600.00 | 3,561,283,300.00 | 672,019,300.00 | 18.87% | Increase in short-term borrowings due to company's operating needs during peak season | | Contract Liabilities | 299,415,700.00 | 658,830,600.00 | -359,414,900.00 | -54.55% | Shipments during peak season for pesticide formulation business offset advance receipts | | Non-current Liabilities Due Within One Year | 375,489,600.00 | 68,564,700.00 | 306,924,900.00 | 447.64% | Reclassification of long-term borrowings | | Long-term Borrowings | 2,467,300.00 | 348,723,300.00 | -346,256,000.00 | -99.29% | Reclassification of long-term borrowings | | Provisions | 27,535,700.00 | 14,671,400.00 | 12,864,300.00 | 87.68% | Accrual for return provisions | Analysis of Income Statement Items for January-June 2025 (yuan) | Item | January-June 2025 (yuan) | January-June 2024 (yuan) | Change Amount (yuan) | Change Rate | Brief Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 3,678,508,000.00 | 3,399,881,900.00 | 278,626,100.00 | 8.20% | Increase in sales revenue from fresh produce consumption and pesticide formulation businesses, decrease in consolidated sales revenue from controlled distributors | | Selling Expenses | 275,059,800.00 | 332,730,100.00 | -57,670,300.00 | -17.33% | Decrease in advertising, promotion, and personnel expenses for pesticide formulation business, decrease in equity incentive expenses | | Administrative Expenses | 243,457,800.00 | 207,351,000.00 | 36,106,800.00 | 17.41% | Increase in management investment due to larger blueberry scale | | Income Tax Expense | 32,559,200.00 | 12,056,200.00 | 20,503,000.00 | 170.06% | Increase in taxable profit from pesticide formulation business | | Net Profit Attributable to Owners of Parent Company | 648,031,200.00 | 552,204,800.00 | 95,826,400.00 | 17.35% | Impairment provision for accounts receivable of Tiantianquan holding company led to a decrease in prior year's performance | Analysis of Cash Flow Statement Items for January-June 2025 (yuan) | Item | January-June 2025 (yuan) | January-June 2024 (yuan) | Change Amount (yuan) | Change Rate | Brief Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 254,433,900.00 | 318,818,500.00 | -64,384,600.00 | -20.19% | Increase in operating expenses due to larger blueberry planting area | | Net Cash Flow from Investing Activities | -281,459,200.00 | -804,773,000.00 | 523,313,800.00 | 65.03% | Increase in recovered amounts from matured large-denomination time deposits and structured deposits, decrease in business | | Net Cash Flow from Financing Activities | 74,209,700.00 | 446,613,400.00 | -372,403,700.00 | -83.38% | Decrease in bank borrowings during the current period | Analysis of Non-Principal Business During the reporting period, the company had no non-principal business analysis requiring disclosure - The company's reporting period shows no non-principal business analysis[48] Analysis of Assets and Liabilities At the end of the reporting period, the company's total assets increased by 9.33% year-on-year. In terms of asset structure, accounts receivable, right-of-use assets, and short-term borrowings increased, while inventories, contract liabilities, and long-term borrowings decreased. Some of the company's cash and bank balances, large-denomination time deposits, fixed assets, and intangible assets were restricted, primarily for bank acceptance bill margins and loan collateral Significant Changes in Asset Composition | Item | Current Period-end Amount (yuan) | Proportion of Total Assets | Prior Year-end Amount (yuan) | Proportion of Total Assets | Change in Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 1,510,543,663.45 | 12.30% | 1,437,506,217.17 | 12.80% | -0.50% | | Accounts Receivable | 1,188,629,560.96 | 9.68% | 517,292,358.15 | 4.61% | 5.07% | | Inventories | 1,026,628,701.19 | 8.36% | 1,197,798,977.92 | 10.67% | -2.31% | | Right-of-Use Assets | 1,792,759,789.10 | 14.60% | 1,496,123,945.58 | 13.32% | 1.28% | | Short-term Borrowings | 4,233,302,587.03 | 34.48% | 3,561,283,319.96 | 31.71% | 2.77% | | Contract Liabilities | 299,415,706.46 | 2.44% | 658,830,644.51 | 5.87% | -3.43% | | Long-term Borrowings | 2,467,276.00 | 0.02% | 348,723,306.84 | 3.11% | -3.09% | Asset Restrictions as of the End of the Reporting Period | Item | Carrying Amount (yuan) | Reason for Restriction | | :--- | :--- | :--- | | Cash and Bank Balances | 653,675,500.00 | Bank acceptance bill margin | | Cash and Bank Balances | 93,217.89 | Frozen | | Large-denomination time deposits in other current assets, financial assets held for trading, and other non-current financial assets | 586,051,525.47 | Pledged for borrowings, issuance of bank acceptance bills | | Fixed Assets | 13,437,487.48 | Mortgaged for bank borrowings | | Intangible Assets | 6,587,674.54 | Mortgaged for bank borrowings | | Total | 1,259,845,405.38 | | Analysis of Investment Status During the reporting period, the company's investment amount was 0 yuan, a 100% decrease year-on-year. The company had no securities investments, derivative investments, or use of raised funds Overall Investment Information | Indicator | Investment Amount for Reporting Period (yuan) | Investment Amount for Prior Year (yuan) | Change Rate | | :--- | :--- | :--- | :--- | | Investment Amount | 0.00 | 10,160,000.00 | -100.00% | - The company's reporting period shows no securities investments, derivative investments, or use of raised funds[53][54][55] Significant Asset and Equity Disposals During the reporting period, the company did not dispose of any significant assets or equity - The company's reporting period shows no disposal of significant assets[56] - The company's reporting period shows no disposal of significant equity[57] Analysis of Major Holding and Participating Companies The company's major holding subsidiaries include Guangzhu (Yunnan) Agriculture, Dongguan Redefine Biotechnology, Shenzhen Redefine Agrochemicals, and Shaanxi Biaozheng Crop Science, which contributed significant operating revenue and net profit in fresh produce consumption and pesticide formulation businesses. During the reporting period, the company disposed of Dalian Tiantianquan Agricultural Technology Co., Ltd. and Chongqing Junhong Tiantianquan Agricultural Technology Service Co., Ltd. through equity transfer Major Subsidiaries and Associates with Over 10% Impact on Company's Net Profit | Company Name | Company Type | Principal Business | Registered Capital (yuan) | Total Assets (yuan) | Net Assets (yuan) | Operating Revenue (yuan) | Operating Profit (yuan) | Net Profit (yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Guangzhu (Yunnan) Agriculture Co., Ltd. | Subsidiary | Fresh Produce Consumption | 505,051,000.00 | 5,161,927,393.61 | 2,077,776,728.03 | 1,627,299,048.63 | 592,739,652.41 | 544,475,756.68 | | Dongguan Redefine Biotechnology Co., Ltd. | Subsidiary | Pesticide Formulation | 69,635,752.00 | 1,005,865,406.84 | 801,898,451.51 | 325,503,485.94 | 53,393,625.82 | 43,905,905.55 | | Shenzhen Redefine Agrochemicals Co., Ltd. | Subsidiary | Pesticide Formulation | 1,010,101.00 | 665,389,638.22 | 32,903,090.84 | 403,551,392.86 | 33,810,144.69 | 29,644,301.20 | | Shaanxi Biaozheng Crop Science Co., Ltd. | Subsidiary | Pesticide Formulation | 122,962,123.00 | 819,316,921.41 | 526,527,271.68 | 189,045,427.67 | 36,074,354.37 | 29,858,054.08 | | Qingdao Star Brand Crop Science Co., Ltd. | Subsidiary | Pesticide Formulation | 33,376,600.00 | 126,481,338.70 | 111,669,684.58 | 93,584,181.40 | 12,846,395.58 | 10,741,475.76 | | Fujian Xin Nong Da Zheng Bioengineering Co., Ltd. | Subsidiary | Pesticide Formulation | 13,025,500.00 | 96,214,268.26 | 71,724,476.64 | 62,071,211.58 | 6,375,034.53 | 10,304,118.63 | - During the reporting period, the company disposed of Dalian Tiantianquan Agricultural Technology Co., Ltd. and Chongqing Junhong Tiantianquan Agricultural Technology Service Co., Ltd. through equity transfer[58] Structured Entities Controlled by the Company During the reporting period, the company had no controlled structured entities - The company's reporting period shows no controlled structured entities[59] Risks Faced by the Company and Countermeasures The company faces challenges in talent demand and operational management, uncertainties in agricultural product price fluctuations, and risks in raw material procurement and supply. To address these, the company plans to deepen segmented operations, openly attract talent, strengthen technological innovation, improve post-harvest support systems, and deepen strategic cooperation with upstream suppliers - The company faces challenges in talent demand and operational management, planning to address them by deepening segmented operations, granting full authorization, openly attracting industry elites, and implementing a partnership system[59][60] - Risks from agricultural product price fluctuations are mitigated through soilless blueberry greenhouse cultivation, early market entry, efficient cold chain logistics, and channel partnerships[61] - Raw material procurement and supply fluctuation risks are reduced by strengthening deep strategic cooperation with upstream raw material manufacturers, coordinating procurement, research, and production, and implementing procurement linkage management[62] Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan The company has formulated a "Market Value Management System" to enhance operational and development quality, reflecting its investment value through integrity, standardized operations, focus on core business, steady management, and strategies such as M&A, equity incentives, cash dividends, investor relations management, information disclosure, and share repurchases - The company has formulated a "Market Value Management System" to strengthen and standardize market value management, safeguarding the legitimate rights and interests of the company and investors[63] - The company will enhance operational and development quality through the cultivation and application of new productive forces, and actively manage investor relations through various means to boost investor confidence[63] Implementation of "Quality and Return Dual Improvement" Action Plan The company has not disclosed an announcement regarding the "Quality and Return Dual Improvement" action plan - The company has not disclosed an announcement regarding the "Quality and Return Dual Improvement" action plan[64] Part IV Corporate Governance, Environment, and Society This section covers changes in the company's governance structure, profit distribution, employee incentive plans, environmental information disclosure, social responsibility initiatives, and contributions to poverty alleviation and rural revitalization Changes in Directors, Supervisors, and Senior Management During the reporting period, there were no changes in the company's directors, supervisors, and senior management, with specific details available in the 2024 annual report - The company's directors, supervisors, and senior management remained unchanged during the reporting period[66] Profit Distribution and Capital Reserve Conversion to Share Capital During the Reporting Period The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period[67] Implementation of Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures During the reporting period, the company implemented the 2022 first and second phases and 2023 restricted stock incentive plans. The second unlocking conditions for both 2022 incentive plans were met, with a total of 3,175,000 restricted shares unlocked. The first unlocking condition for the 2023 incentive plan was met, with 4,188,750 restricted shares unlocked, while 370,000 restricted shares held by 12 resigned incentive recipients were repurchased and cancelled. The repurchase price was adjusted due to the 2024 equity distribution plan - The second unlocking condition for the 2022 first phase restricted stock incentive plan was met, allowing 10 incentive recipients to unlock 1,800,000 shares, accounting for 0.179% of total share capital[68][69] - The second unlocking condition for the 2022 second phase restricted stock incentive plan was met, allowing 9 incentive recipients to unlock 1,375,000 shares, accounting for 0.137% of total share capital[70][71] - The first unlocking condition for the 2023 restricted stock incentive plan was met, allowing 223 incentive recipients to unlock 4,188,750 shares, accounting for 0.417% of total share capital[73][74] - Due to the 2024 equity distribution plan, the repurchase prices for granted shares under the 2022 first phase, second phase, and 2023 restricted stock incentive plans were all adjusted accordingly[69][70][73] - The company repurchased and cancelled 370,000 restricted shares from 12 resigned incentive recipients that were granted but not yet unlocked under the 2023 plan[72] Environmental Information Disclosure The company and its major subsidiaries, Shenzhen Noposion Agrochemicals Co., Ltd. Dongguan Branch and Shaanxi Biaozheng Crop Science Co., Ltd., are included in the list of enterprises required to disclose environmental information by law, and have provided query indexes for their environmental information disclosure reports - The company and its major subsidiaries, a total of 2 entities, are included in the list of enterprises required to disclose environmental information by law[75] Enterprises Included in the List of Environmental Information Disclosure | No. | Enterprise Name | Query Index for Environmental Information Disclosure Report | | :--- | :--- | :--- | | 1 | Shenzhen Noposion Agrochemicals Co., Ltd. Dongguan Branch | https://www.app.gdeei.cn/gdeepub/front/dal/report/list | | 2 | Shaanxi Biaozheng Crop Science Co., Ltd. | http://113.140.66.227:11077//noLogin/index | Social Responsibility As a high-tech enterprise, the company has been deeply rooted in rural areas for a long time, focusing on serving agriculture. In investor relations management, the company maintains good communication with investors through various channels. The company prioritizes employee rights protection, strictly adheres to labor laws, and provides a comprehensive training system. Concurrently, the company upholds the principles of "integrity, equality, and mutual benefit" to protect the rights of suppliers, customers, and consumers, and places high importance on environmental protection and sustainable development, with no major safety accidents reported during the period - The company has formulated the "Investor Relations Management System" and communicates with investors through various channels such as interactive platforms, company website, phone calls, and strategy meetings[78][79] - The company strictly complies with labor laws and regulations, values employee growth, provides social insurance and a comprehensive training system, fostering harmonious labor relations[81][82] - The company adheres to the principles of "integrity, equality, and mutual benefit" to build strategic partnerships with suppliers and customers, actively fulfilling its social responsibilities[83] - The company places high importance on environmental protection and sustainable development, strictly adhering to environmental regulations, and reported no major safety accidents during the period[84] Consolidation and Expansion of Poverty Alleviation Achievements, Rural Revitalization Through its deep engagement in agriculture and service to rural areas, the company empowers the development of specialty crop industry chains with its technical resources and experience, actively participating in the "Hundred-Thousand-Ten Thousand Project" by investing billions of yuan in specialty crop planting bases in Yunnan, Hainan, and Guangxi, providing tens of thousands of employment opportunities and contributing to farmer income growth and rural revitalization - The company promotes farmer income growth and rural revitalization through integrated specialty crop industry chain operations, driving industrial poverty alleviation[85] - The company actively participates in the "Hundred-Thousand-Ten Thousand Project," investing billions of yuan in soilless blueberry, passion fruit, dragon fruit, and macadamia nut specialty crop bases in Yunnan, Hainan, and Guangxi[85] - Each fruiting season provides tens of thousands of employment opportunities, helping to solve local employment issues, connect and support farmers, and increase farmer income[85] Part V Significant Matters This section details significant events, including commitments, related party transactions, litigation, and other important disclosures Commitments Fulfilled and Overdue Unfulfilled Commitments by the Company's Actual Controller, Shareholders, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period During the reporting period, there were no commitments by the company's actual controller, shareholders, related parties, acquirers, and the company that were fulfilled or overdue and unfulfilled as of the end of the reporting period - The company's reporting period shows no commitments by the company's actual controller, shareholders, related parties, acquirers, and the company that were fulfilled or overdue and unfulfilled as of the end of the reporting period[87] Non-operating Funds Occupied by Controlling Shareholders and Other Related Parties from the Listed Company During the reporting period, there were no non-operating funds occupied by controlling shareholders and other related parties from the listed company - The company's reporting period shows no non-operating funds occupied by controlling shareholders and other related parties from the listed company[88] Irregular External Guarantees During the reporting period, the company had no irregular external guarantees - The company's reporting period shows no irregular external guarantees[89] Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was not audited - The company's semi-annual report was not audited[90] Board of Directors' and Supervisory Board's Explanations on the "Non-Standard Audit Report" for the Current Reporting Period During the reporting period, the company had no explanations from the board of directors or supervisory board regarding a "non-standard audit report" for the current period - The company's reporting period shows no explanations from the board of directors or supervisory board regarding a "non-standard audit report" for the current period[91] Board of Directors' Explanations on the "Non-Standard Audit Report" for the Previous Year During the reporting period, the company had no explanations from the board of directors regarding a "non-standard audit report" for the previous year - The company's reporting period shows no explanations from the board of directors regarding a "non-standard audit report" for the previous year[91] Bankruptcy Reorganization Matters During the reporting period, the company had no bankruptcy reorganization matters - The company's reporting period shows no bankruptcy reorganization matters[91] Litigation Matters During the reporting period, the company's wholly-owned subsidiaries, Yunnan Lanbaiwang Agriculture Co., Ltd. and Yunnan Wangyuemei Agriculture Co., Ltd., were involved in multiple significant litigation and arbitration matters, primarily product liability disputes and plant variety infringement disputes, with large amounts involved. Some cases have received first-instance judgments but are currently under appeal to the Yunnan Provincial High People's Court Significant Litigation and Arbitration Matters | Litigation (Arbitration) Basic Information | Amount Involved (ten thousand yuan) | Provision for Liabilities Formed | Litigation (Arbitration) Progress | Litigation (Arbitration) Outcome and Impact | | :--- | :--- | :--- | :--- | :--- | | Product liability dispute between Yunnan Lanbaiwang Agriculture Co., Ltd. and Yunnan Meiming Agriculture Co., Ltd. and Navarra Plant Co., Ltd. | 9,475.10 | Not applicable | On April 29, 2025, the first-instance judgment ordered Meiming Company and Navarra to compensate Lanbaiwang Company 39,999,250 yuan and bear the first-instance litigation costs. Both parties have appealed, and the second-instance trial is ongoing. | First-instance judgment ordered compensation of 39,999,250 yuan, second-instance trial ongoing | | Product liability dispute between Yunnan Wangyuemei Agriculture Co., Ltd. and Yunnan Meiming Agriculture Co., Ltd. and Navarra Plant Co., Ltd. | 5,224.03 | Not applicable | On April 29, 2025, the first-instance judgment ordered Meiming Company and Navarra to compensate Wangyuemei Company 12,110,074 yuan and bear the first-instance litigation costs. Both parties have appealed, and the second-instance trial is ongoing. | First-instance judgment ordered compensation of 12,110,074 yuan, second-instance trial ongoing | | Plant variety infringement dispute between Yunnan Meiming Agriculture Co., Ltd. and Yunnan Lanbaiwang Agriculture Co., Ltd. | 7,510 | Not applicable | The trial was held on May 9, 2025, and the first-instance judgment is pending. | First-instance judgment pending | | Plant variety infringement dispute between Yunnan Meiming Agriculture Co., Ltd. and Yunnan Aimeizhuang Agriculture Co., Ltd. and five other companies | 534.85 | Not applicable | The trial was held on July 28, 2025, and the first-instance judgment is pending. | First-instance judgment pending | - The company's reporting period shows no other litigation matters[93] Penalties and Rectification During the reporting period, the company had no penalties or rectification situations - The company's reporting period shows no penalties or rectification situations[94] Integrity Status of the Company, its Controlling Shareholder, and Actual Controller During the reporting period, the company had no integrity issues concerning itself, its controlling shareholder, or its actual controller - The company's reporting period shows no integrity issues concerning itself, its controlling shareholder, or its actual controller[95] Significant Related Party Transactions During the reporting period, the company had no related party transactions related to daily operations, asset or equity acquisition/disposal, joint external investments, related party debts and credits, dealings with related financial companies, or other significant related party transactions - The company's reporting period shows no related party transactions related to daily operations[95] - The company's reporting period shows no related party transactions involving asset or equity acquisition/disposal[96] - The company's reporting period shows no related party debts and credits[98] - The company's reporting period shows no other significant related party transactions[101] Significant Contracts and Their Performance During the reporting period, the company had no custody, contracting, wealth management, or other significant contracts. The company primarily leases land for planting soilless blueberries, dragon fruit, and passion fruit. The company and its subsidiaries have multiple external guarantees, mainly joint liability guarantees for controlled distributors and subsidiaries, with a total actual guarantee balance of 328,828,700 yuan at the end of the reporting period, accounting for 7.77% of the company's net assets - The company's reporting period shows no custody, contracting, wealth management, or other significant contracts[102][103][115][116] - The company primarily leases land in Yunnan, Hainan, and other regions for planting soilless blueberries, dragon fruit, and passion fruit[104] Company's Total Guarantee Information | Indicator | Amount (ten thousand yuan) | | :--- | :--- | | Total approved guarantee limit during the reporting period | 50,000 | | Total actual guarantee amount incurred during the reporting period | 20,082.87 | | Total approved guarantee limit at the end of the reporting period | 371,000 | | Total actual guarantee balance at the end of the reporting period | 32,882.87 | | Proportion of total actual guarantee to company's net assets | 7.77% | - The company's wholly-owned subsidiary, Guangzhu Agricultural Group Co., Ltd., provides a joint and several liability guarantee for its wholly-owned subsidiary, Yanshan Manyuemei Agriculture Co., Ltd., for an amount not exceeding 10 million yuan[111][112] - Yanshan Manyuemei Agriculture Co., Ltd., a wholly-owned subsidiary of Guangzhu Agricultural Group Co., Ltd., provides a revenue guarantee to the government and village committees using fixed facilities at its demonstration base (valued at over 5 million yuan)[113][114] Explanation of Other Significant Matters The company's wholly-owned subsidiary, Guangzhu (Hong Kong) Agriculture Co., Ltd., established a new wholly-owned grandson company, SunInfinit (LAO) Agriculture Sole Company LIMITED, in Laos with a registered capital of 330 billion LAK (approximately 15 million USD), to expand overseas agricultural planting, processing, and sales businesses. Additionally, controlling subsidiary Dongguan Redefine plans to transfer 51% equity of its controlling subsidiary Guangdong Haode for 22.083 million yuan to optimize its asset structure - The company's wholly-owned subsidiary, Guangzhu (Hong Kong) Agriculture Co., Ltd., established a new wholly-owned grandson company, SunInfinit (LAO) Agriculture Sole Company LIMITED, in Laos, with a registered capital of 330 billion LAK (approximately 15 million USD)[117][118] - The Lao grandson company's business scope includes seed and seedling production, operation, import and export, food production, primary processing of edible agricultural products, sales, transportation, and import/export services[118] - Controlling subsidiary Dongguan Redefine plans to transfer 51% equity of its controlling subsidiary Guangdong Haode for 22.083 million yuan to integrate resources and optimize its asset structure[119][120] Significant Matters of Company Subsidiaries During the reporting period, the company had no significant matters concerning its subsidiaries - The company's reporting period shows no significant matters concerning its subsidiaries[120] Part VI Share Changes and Shareholder Information This section details changes in the company's share capital, information on securities issuance and listing, shareholder numbers, and shareholdings of directors, supervisors, and senior management Share Changes During the reporting period, the company's total share capital remained unchanged at 1,005,191,310 shares. Restricted shares decreased by 6,286,510 shares, with a corresponding increase in unrestricted shares, primarily due to the unlocking of restricted shares from equity incentive plans and recalculation of lock-up quantities for senior management shares Share Change Information | Item | Number Before Change (shares) | Proportion Before Change | Increase/Decrease in Current Change (shares) | Number After Change (shares) | Proportion After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 225,835,798 | 22.47% | -6,286,510 | 219,549,288 | 21.84% | | II. Unrestricted Shares | 779,355,512 | 77.53% | 6,286,510 | 785,642,022 | 78.16% | | III. Total Shares | 1,005,191,310 | 100.00% | 0 | 1,005,191,310 | 100.00% | - Changes in restricted shares primarily resulted from the unlocking of restricted shares under equity incentive plans and the recalculation of lock-up quantities for senior management shares[124][125][126] Securities Issuance and Listing During the reporting period, the company had no securities issuance or listing activities - The company's reporting period shows no securities issuance or listing activities[127] Number of Shareholders and Shareholding Information At the end of the reporting period, the company had 43,782 ordinary shareholders. Among the top ten shareholders, Lu Baiqiang held the highest proportion at 26.56%, with some of his shares pledged. Shenzhen Noposion Investment Holding Co., Ltd. was the second largest shareholder, holding 5.21%, with some shares also pledged. Hong Kong Securities Clearing Company Limited held 2.31% - At the end of the reporting period, the total number of ordinary shareholders was 43,782[128] Shareholding Information of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Proportion | Number of Shares Held at Period-end (shares) | Number of Restricted Shares Held (shares) | Number of Unrestricted Shares Held (shares) | Share Status | Number of Pledged, Marked, or Frozen Shares (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Lu Baiqiang | Domestic Natural Person | 26.56% | 266,944,915 | 200,208,686 | 66,736,229 | Pledged | 77,830,000 | | Shenzhen Noposion Investment Holding Co., Ltd. | Domestic Non-state-owned Legal Person | 5.21% | 52,411,832 | 0 | 52,411,832 | Pledged | 12,100,000 | | Hong Kong Securities Clearing Company Limited | Overseas Legal Person | 2.31% | 23,256,301 | 0 | 23,256,301 | Not applicable | 0 | - The company's second and fifth largest shareholders are enterprises controlled by the company's actual controllers, Mr. Lu Baiqiang, Mr. Lu Xu'an, Ms. Lu Cuidong, Ms. Lu Cuizhu, and Ms. Lu Lihong[129] Changes in Shareholdings of Directors, Supervisors, and Senior Management During the reporting period, some of the company's directors and senior management experienced changes in their shareholdings, with General Manager Gao Huansen's holdings decreasing by 404,000 shares and Board Secretary Mo Moujun's holdings decreasing by 80,000 shares, while other senior management holdings remained unchanged. The period-end shareholdings and restricted stock quantities granted for all disclosed personnel are listed Changes in Shareholdings of Directors, Supervisors, and Senior Management | Name | Position | Employment Status | Beginning of Period Shareholding (shares) | Shares Increased During Period (shares) | Shares Decreased During Period (shares) | End of Period Shareholding (shares) | Restricted Shares Granted at Beginning of Period (shares) | Restricted Shares Granted at End of Period (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Gao Huansen | General Manager, Director | Current | 3,724,000 | 0 | 404,000 | 3,320,000 | 3,320,000 | 2,190,000 | | Wang Shihao | Vice Chairman | Current | 768,812 | 0 | 0 | 768,812 | 730,000 | 485,000 | | Xie Wenzhong | Deputy General Manager | Current | 2,160,000 | 0 | 0 | 2,160,000 | 2,160,000 | 1,470,000 | | Li Guangze | Deputy General Manager | Current | 1,180,324 | 0 | 0 | 1,180,324 | 1,180,000 | 785,000 | | Mo Moujun | Board Secretary, Director of Chairman's Office | Current | 1,260,000 | 0 | 80,000 | 1,180,000 | 1,180,000 | 810,000 | | Yuan Qinghong | Financial Controller | Current | 286,000 | 0 | 0 | 286,000 | 280,000 | 160,000 | | Total | | | 9,379,136 | 0 | 484,000 | 8,895,136 | 8,850,000 | 5,900,000 | Changes in Controlling Shareholder or Actual Controller During the reporting period, there were no changes in the company's controlling shareholder or actual controller - The company's reporting period shows no changes in controlling shareholder[133] - The company's reporting period shows no changes in actual controller[133] Preferred Share Information During the reporting period, the company had no preferred shares - The company's reporting period shows no preferred shares[134] Part VII Bond-Related Information This section provides information regarding the company's bonds Bond-Related Information During the reporting period, the company had no bond-related information - The company's reporting period shows no bond-related information[136] Part VIII Financial Report This section presents the company's unaudited semi-annual financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, along with detailed notes on accounting policies, tax items, and financial statement items Audit Report The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited[138] Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for the 2025 semi-annual period, comprehensively presenting the financial position, operating results, and cash flows at the end of the reporting period - Financial statements include consolidated balance sheet, parent company balance sheet, consolidated income statement, parent company income statement, consolidated cash flow statement, parent company cash flow statement, consolidated statement of changes in owners' equity, and parent company statement of changes in owners' equity[139][144][148][151][154][160][163][168] Company Basic Information Shenzhen Noposion Agrochemicals Co., Ltd., established in 1999 and listed on the Shenzhen Stock Exchange in 2008, has a registered capital of 1,005,191,310.00 yuan, with Mr. Lu Baiqiang as its actual controller. The company's principal businesses are pesticide formulations and fresh produce consumption products, including insecticides, fungicides, herbicides, as well as blueberries, dragon fruit, and passion fruit - The company was established on September 18, 1999, and listed on the Shenzhen Stock Exchange on February 18, 2008[173] - As of June 30, 2025, the company's total share capital and registered capital were both 1,005,191,310.00 yuan, with Mr. Lu Baiqiang as the actual controller[173] - The company's main products are pesticide formulations (insecticides, fungicides, herbicides, etc.) and fresh produce consumption (blueberries, dragon fruit, passion fruit, etc.)[174] Scope of Consolidated Financial Statements This period, the company included a total of 92 subsidiaries in its consolidation scope, an increase of 4 and a decrease of 2 compared to the previous period - The company included a total of 92 subsidiaries in its consolidation scope this period[177] - The entities included in the consolidated financial statements increased by 4 and decreased by 2 compared to the previous period[177] Basis of Preparation for Financial Statements The company's financial statements are prepared in accordance with the Enterprise Accounting Standards issued by the Ministry of Finance and relevant regulations of the China Securities Regulatory Commission, based on the going concern assumption, with no significant doubts about its ability to continue as a going concern identified - The company's financial statements are prepared in accordance with the "Enterprise Accounting Standards" issued by the Ministry of Finance and "Information Disclosure Guidelines for Companies Issuing Securities No. 15 - General Provisions for Financial Reports" by the China Securities Regulatory Commission[178] - The company evaluated its ability to continue as a going concern for 12 months from the end of the reporting period and found no significant doubts or circumstances regarding its going concern ability[179] Significant Accounting Policies and Estimates This section details the specific accounting policies and estimates followed by the company in preparing its financial statements, covering business combinations, consolidated financial statements, financial instruments, inventories, fixed assets, biological assets, intangible assets, revenue recognition, government grants, deferred income tax, and other aspects, ensuring transparency and comparability of financial reporting. During the reporting period, the company made no significant changes to its accounting policies and estimates - The company's financial statements comply with Enterprise Accounting Standards, accurately and completely reflecting its financial position, operating results, and cash flows[181] - The company uses a 12-month operating cycle and adopts RMB as its functional currency[183][184] - The company made no significant changes to its accounting policies and estimates[411] Taxation The company's main tax categories include value-added tax, urban maintenance and construction tax, education surcharge, and enterprise income tax. The company and several of its subsidiaries enjoy high-tech enterprise income tax incentives (15% tax rate) or small and micro enterprise income tax incentives. Some subsidiaries also benefit from value-added tax exemptions for agricultural product sales, organic fertilizer products, and pest control services, among other turnover tax preferential policies - The company's main tax categories include value-added tax, urban maintenance and construction tax, education surcharge, enterprise income tax, and property tax[412][413] - The company and several subsidiaries are recognized as high-tech enterprises, enjoying a 15% enterprise income tax preferential rate[424][425][426] - Some subsidiaries qualify for small and micro enterprise tax incentives, enjoying a 25% reduction in taxable income up to 1 million yuan, with a 20% enterprise income tax rate[426][427] - Some companies are exempt from value-added tax for selling agricultural production materials, organic fertilizer products, engaging in pest control services, agricultural mechanization services, and selling self-produced agricultural products[421][422][423] - Overseas subsidiaries in Cambodia and Laos pay value-added tax and enterprise income tax according to local policies, with rates of 10% and 20%, respectively[428] Notes to Consolidated Financial Statement Items This section details the period-end and period-beginning balances, current period changes, and related explanations for each item in the consolidated financial statements, covering key financial data such as cash and bank balances, accounts receivable, inventories, fixed assets, productive biological assets, intangible assets, short-term borrowings, operating revenue and costs, and various expenses, with analysis of significant changes - Cash and bank balances at period-end amounted to 1,510,543,663.45 yuan, of which restricted cash and bank balances were 653,768,717.89 yuan[430] - Accounts receivable at period-end amounted to 1,393,360,752.07 yuan, with bad debt provisions of 204,731,191.11 yuan[437][438] - Inventories at period-end had a carrying amount of 1,026,628,701.19 yuan, with inventory impairment provisions of 32,433,654.93 yuan[474][475] - Fixed assets at period-end had a carrying amount of 2,237,853,828.73 yuan, and productive biological assets had a carrying amount of 1,373,072,192.87 yuan[497][513] - Short-term borrowings at period-end amounted to 4,233,302,587.03 yuan, an increase of 18.87% year-on-year[442][546] - Operating revenue for the current period was 3,678,508,023.07 yuan, and operating costs were 2,291,335,623.55 yuan[600] Research and Development Expenses During the reporting period, the company's total R&D expenses amounted to 65,233,012.19 yuan, a 10.51% decrease year-on-year, all of which were expensed and not capitalized. Major expenditure items included employee compensation and benefits, testing and registration fees, and long-term asset amortization expenses Research and Development Expenses | Item | Current Period Amount (yuan) | Prior Period Amount (yuan) | | :--- | :--- | :--- | | Employee compensation and benefits | 39,819,821.32 | 48,095,656.52 | | Testing, experimentation, and registration fees | 2,955,160.04 | 5,620,628.49 | | Long-term asset amortization expenses | 6,611,660.52 | 5,224,141.13 | | Travel expenses | 6,198,676.32 | 6,465,529.32 | | Technical service fees | 2,637,611.19 | 1,726,143.32 | | Material consumption | 1,705,467.75 | 1,619,703.24 | | Office expenses | 105,854.04 | 450,966.78 | | Telephone expenses | 6,865.47 | 6,918.29 | | Vehicle expenses | 911,708.30 | 1,003,368.61 | | Equity incentive expenses | 458,412.50 | 913,046.83 | | Other | 3,821,774.74 | 1,771,019.58 | | Total | 65,233,012.19 | 72,897,122.11 | | Of which: Expensed R&D expenses | 65,233,012.19 | 72,897,122.11 | | Capitalized R&D expenses | 0.00 | 0.00 | Changes in Consolidation Scope During the reporting period, the company's consolidation scope changed, with the disposal of two subsidiaries: Dalian Tiantianquan Agricultural Technology Co., Ltd. and Chongqing Junhong Tiantianquan Agricultural Technology Service Co., Ltd. Concurrently, four new subsidiaries were established: Shizong Shili Meiyuan Agricultural Development Co., Ltd., Yingjiang Wangyuemei Agriculture Co., Ltd., Guangzhu (Laos) Agriculture Sole Co., Ltd., and Yanshan Midielan Agriculture Co., Ltd - Subsidiaries disposed of in this period include Dalian Tiantianquan Agricultural Technology Co., Ltd. and Chongqing Junhong Tiantianquan Agricultural Technology Service Co., Ltd., both losing control through equity transfer[662] - Four new subsidiaries were established in this period: Shizong Shili Meiyuan Agricultural Development Co., Ltd., Yingjiang Wangyuemei Agriculture Co., Ltd., Guangzhu (Laos) Agriculture Sole Co., Ltd., and Yanshan Midielan Agriculture Co., Ltd[664] Interests in Other Entities This section details the company's interests in subsidiaries, joint ventures, and associates. The company has numerous holding subsidiaries covering pesticide formulation and fresh produce consumption businesses, and invests in several associates. During the reporting period, the company had no