佳沃食品(300268) - 2025 Q2 - 季度财报

Important Notes, Table of Contents, and Definitions This section provides crucial disclaimers, the report's structural overview, and definitions of key terms used throughout the document Important Notes The company's stock faces "delisting risk warning" and "other risk warning" due to negative net assets at the end of 2024 and uncertainties in its going concern ability, while it has completed the sale of Beijing Jiawo Zhencheng Technology Co., Ltd. to optimize asset quality - As of December 31, 2024, net assets attributable to shareholders were -442.7501 million yuan, triggering "delisting risk warning" and "other risk warning" for the company's stock trading[4] - During the reporting period, the company completed the sale of 100% equity in Beijing Jiawo Zhencheng Technology Co., Ltd., aiming to divest long-term loss-making assets, optimize asset quality, and improve the company's net asset level[5][6] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[6] Table of Contents This section lists the structured table of contents for the semi-annual report, including important notes, company profile, management discussion and analysis, corporate governance, significant events, share changes and shareholder information, bond-related matters, and financial reports Definitions This section provides definitions for common terms used in the report, including company names, controlling shareholders, actual controllers, the reporting period, and details on major products and the divested subsidiary Beijing Zhencheng - "Company," "the Company," and "Jiawo Foods" refer to Jiawo Foods Co., Ltd[12] - "Reporting Period" refers to January 1, 2025, to June 30, 2025[12] - "Beijing Zhencheng" refers to the former subsidiary Beijing Jiawo Zhencheng Technology Co., Ltd., whose 100% equity was sold by the company on June 17, 2025[12] Company Profile and Key Financial Indicators This section presents the company's fundamental information and a summary of its key financial performance and position during the reporting period Company Profile This section provides the company's basic information, including stock ticker (*ST Jiawo), stock code (300268), legal representative (Chen Shaopeng), and contact details, noting a change in registered address during the reporting period Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | *ST Jiawo | | Stock Code | 300268 | | Legal Representative | Chen Shaopeng | | Stock Exchange | Shenzhen Stock Exchange | - The company's registered address changed during the reporting period from Taoyuan County, Changde City, Hunan Province, to Changde Economic and Technological Development Zone, Hunan Province[17][20] Key Accounting Data and Financial Indicators During the reporting period, the company's operating revenue decreased by 33.96% year-on-year, net loss attributable to shareholders widened by 6.51%, and net cash flow from operating activities significantly declined by 461.33%, while total assets decreased by 93.16% due to asset divestment, but net assets attributable to shareholders turned positive, increasing by 163.87% Key Accounting Data and Financial Indicators (Current Reporting Period vs. Prior Year Period) | Indicator | Current Period (yuan) | Prior Year Period (yuan) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 1,244,606,831.75 | 1,884,578,082.62 | -33.96% | | Net Profit Attributable to Shareholders | -419,233,264.17 | -393,598,582.30 | -6.51% | | Net Cash Flow from Operating Activities | -616,551,030.90 | -109,837,794.12 | -461.33% | | Basic Earnings Per Share (yuan/share) | -2.4066 | -2.2595 | -6.51% | Key Accounting Data and Financial Indicators (Current Period End vs. Prior Year End) | Indicator | Current Period End (yuan) | Prior Year End (yuan) | Change from Prior Year End | | :--- | :--- | :--- | :--- | | Total Assets | 635,639,938.78 | 9,295,306,013.20 | -93.16% | | Net Assets Attributable to Shareholders | 282,777,518.21 | -442,750,094.62 | 163.87% | - The weighted average return on net assets was not calculated as the company's weighted average net assets for January-June 2025 were negative[21] Non-Recurring Gains and Losses Items and Amounts During the reporting period, the company's non-recurring gains and losses were negative, primarily due to unusual losses from fish disease outbreaks in the former Chilean subsidiary's fish stock Non-Recurring Gains and Losses Items and Amounts | Item | Amount (yuan) | Explanation | | :--- | :--- | :--- | | Gains or losses from disposal of non-current assets | 375,031.93 | | | Other non-operating income and expenses apart from the above | -19,058,014.78 | Primarily unusual losses from fish disease outbreaks in the former Chilean subsidiary's fish stock | | Other gains and losses that meet the definition of non-recurring | 796,305.19 | | | Less: Income tax impact | -4,686,807.35 | | | Impact on minority interests (after tax) | -2,410,125.95 | | | Total | -10,789,744.36 | | Management Discussion and Analysis This section provides an in-depth analysis of the company's business operations, financial performance, and future outlook, including key drivers, challenges, and strategic responses Principal Businesses Engaged in by the Company During the Reporting Period The company divested its salmon business during the reporting period and now primarily engages in the processing and sale of marine protein foods such as Alaska pollock and Arctic shrimp through its subsidiary Qingdao Guoxing, facing increased market competition despite sufficient global pollock quotas due to geopolitical and trade policy impacts - The company has divested its salmon business and primarily conducts processing and sales of Alaska pollock, Arctic shrimp, and other marine products through its domestic subsidiary Qingdao Guoxing[36] - Global Alaska pollock catch quotas are expected to reach approximately 4.1 million tons in 2025, ensuring ample supply, but Russia and the United States have imposed tariffs and sanctions on seafood exports, and the EU has reinstated standard import tariffs on Russian seafood processed in China[29][30][31] - From January to June 2025, China imported 342,000 tons of frozen Alaska pollock (a 4.72% year-on-year decrease) and exported 88,000 tons of frozen Alaska pollock fillets (a 0.86% year-on-year increase); imports of frozen Arctic shrimp reached 26,500 tons (a 29.13% year-on-year increase)[35] - Qingdao Guoxing maintains its industry-leading position as an Alaska pollock processing supplier and Arctic shrimp import distributor, actively expanding domestic markets and deep-processed products[34] Key Performance Drivers During the reporting period, the former Chilean subsidiary Australis saw a 35% year-on-year decline in operating revenue due to a 41% reduction in harvest volume and marine aquaculture disease outbreaks, compounded by negative impacts from fair value changes in biological assets and exchange losses, while subsidiary Qingdao Guoxing's sales revenue decreased by 28% due to insufficient Alaska pollock raw material supply and Canadian Arctic shrimp tariff policies - The former Chilean subsidiary Australis achieved operating revenue of 900 million yuan in the first half, a 35% year-on-year decrease, with a net loss of 250 million yuan[46] - Australis's operating revenue decline was primarily due to a 41% year-on-year decrease in sales volume, affected by reduced harvest volume and concentrated outbreaks of marine aquaculture diseases in some farming areas[46] - The fair value change in biological assets shifted from positive to negative, and exchange rate fluctuations led to recognized exchange losses, negatively impacting Australis's net profit[47] - Subsidiary Qingdao Guoxing achieved sales revenue of 340 million yuan in the first half, a 28% year-on-year decrease, primarily due to insufficient Alaska pollock raw material supply and China's 25% tariff policy on Canadian Arctic shrimp[47][48] Core Competitiveness Analysis The company's core strategy of "global resources + Chinese consumption" with light-asset operations has built a full industry chain from raw material procurement and processing to global sales, underpinned by a stable international customer network, strong resource control, efficient processing systems, and a stable management team, forming its core competitiveness in frozen aquatic products - The company's core strategy is "global resources + Chinese consumption," focusing on light-asset operations to provide nutrition, healthy, delicious, and convenient food products[49] - The company has a full industry chain business layout, covering seafood import and export trade, processing, and global sales[50] - The company possesses a stable international customer network, with primary clients being secondary processing enterprises, chain supermarkets, and distributors in developed European and American countries[51] - The company has strong control over resources, sourcing all raw materials from high-quality overseas fisheries and ensuring supply stability and quality through a global procurement network[52] Main Business Analysis During the reporting period, the company completed the sale of 100% equity in Beijing Jiawo Zhencheng Technology Co., Ltd., optimizing asset quality and net asset levels, but operating revenue, operating costs, and net cash flow from operating activities significantly decreased year-on-year due to reduced production and sales from the former Chilean subsidiary - The company completed the sale of 100% equity in Beijing Jiawo Zhencheng Technology Co., Ltd., divesting long-term loss-making assets, optimizing asset quality, and improving net asset levels[55] Year-on-Year Changes in Key Financial Data | Indicator | Current Period (yuan) | Prior Year Period (yuan) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 1,244,606,831.75 | 1,884,578,082.62 | -33.96% | Primarily due to a year-on-year decrease in production and sales volume of the former Chilean subsidiary during the reporting period | | Operating Cost | 1,320,272,621.85 | 2,014,249,183.13 | -34.45% | Primarily due to a year-on-year decrease in production and sales volume of the former Chilean subsidiary | | Selling Expenses | 46,453,866.93 | 79,730,001.69 | -41.74% | Primarily due to a decline in sales during the reporting period, leading to a corresponding decrease in selling expenses | | Net Cash Flow from Operating Activities | -616,551,030.90 | -109,837,794.12 | -461.33% | Primarily due to a decrease in cash inflows from operating activities compared to the prior year period | Products or Services Accounting for Over 10% of Revenue | Product or Service | Operating Revenue (yuan) | Operating Cost (yuan) | Gross Profit Margin | Year-on-Year Change in Operating Revenue | | :--- | :--- | :--- | :--- | :--- | | Salmon Products | 904,903,392.99 | 1,036,490,090.88 | -14.54% | -35.81% | | Alaska Pollock, Arctic Shrimp, and Other Seafood Products | 339,555,843.89 | 283,760,195.34 | 16.43% | -28.47% | Non-Principal Business Analysis During the reporting period, the company's non-principal businesses were negatively impacted by fair value changes in biological assets (from the former Chilean subsidiary's consumable biological assets), asset impairment (inventory depreciation provisions), and unusual losses from fish disease outbreaks in the former Chilean subsidiary's fish stock Non-Principal Business Gains and Losses | Item | Amount (yuan) | Percentage of Total Profit | Reason for Formation | | :--- | :--- | :--- | :--- | | Investment Income | 2,115,580.57 | 0.39% | Investment income recognized from equity method accounting for investees | | Gains or losses from changes in fair value | -6,694,951.65 | -1.24% | Impact of fair value changes in consumable biological assets measured at fair value by the former Chilean subsidiary | | Asset Impairment | -30,930,322.45 | -5.71% | Due to inventory depreciation provisions made in the current period | | Non-operating Expenses | 21,206,416.85 | 3.91% | Primarily unusual losses from fish disease outbreaks in the former Chilean subsidiary's fish stock | Analysis of Assets and Liabilities The company's total assets and several asset categories (e.g., inventory, fixed assets, construction in progress, right-of-use assets, intangible assets, long-term borrowings, lease liabilities) significantly decreased at period-end compared to the beginning of the period, primarily due to the divestment of Beijing Zhencheng, a subsidiary engaged in salmon farming, processing, and sales, while net assets attributable to shareholders turned positive, though asset quality optimization remains a focus Significant Changes in Asset Composition (Period-End vs. Prior Year-End) | Item | Current Period End Amount (yuan) | Percentage of Total Assets | Prior Year End Amount (yuan) | Percentage of Total Assets | Change in Proportion | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 635,639,938.78 | 100.00% | 9,295,306,013.20 | 100.00% | -93.16% | | | Inventory | 350,780,957.05 | 55.19% | 1,458,652,618.12 | 15.69% | 39.50% | Balance no longer includes divested salmon business subsidiary Beijing Zhencheng, coupled with a year-on-year increase in raw material procurement by subsidiary Qingdao Guoxing | | Fixed Assets | 64,343,480.43 | 10.12% | 1,891,696,145.69 | 20.35% | -10.23% | | | Net Assets Attributable to Shareholders | 282,777,518.21 | 44.50% | -442,750,094.62 | -4.76% | 163.87% | | - The balance of trading financial assets at period-end was 0.00 yuan, compared to 23,516,618.34 yuan at the beginning of the period, primarily due to the divestment of subsidiary Beijing Zhencheng[65] Investment Analysis During the reporting period, the company did not undertake any significant equity or non-equity investments, nor did it engage in entrusted wealth management, derivative investments, or entrusted loan businesses - The company had no significant equity investments during the reporting period[67] - The company had no entrusted wealth management, derivative investments, or entrusted loans during the reporting period[68][69][70] Significant Asset and Equity Sales The company completed a significant related-party transaction during the reporting period, selling 100% equity in Beijing Jiawo Zhencheng Technology Co., Ltd. to Jiawo Pinxian (Beijing) Enterprise Management Co., Ltd., a wholly-owned subsidiary of its controlling shareholder Jiawo Group, for a transaction price of 1 yuan, aiming to divest long-term loss-making assets, reduce company burden, optimize asset quality, improve net asset levels, and enhance sustainable development capabilities - The company sold its 100% equity in Beijing Jiawo Zhencheng Technology Co., Ltd. to Jiawo Pinxian (Beijing) Enterprise Management Co., Ltd., a wholly-owned subsidiary of its controlling shareholder Jiawo Group[72] - The transaction price for this equity sale was 0.0001 million yuan (i.e., 1 yuan), determined based on appraisal value and friendly negotiation between both parties[72] - This sale reduced the company's burden, improved its operating conditions, optimized asset quality, enhanced net asset levels, protected the interests of the listed company and all shareholders, and strengthened the company's sustainable development capabilities[72] - Beijing Jiawo Zhencheng Technology Co., Ltd. contributed a net loss of 318.3348 million yuan to the listed company on the sale date[72] Analysis of Major Holding and Participating Companies The company's main subsidiary, Qingdao Guoxing Food Co., Ltd., achieved sales revenue of 340 million yuan in the first half, a 28% year-on-year decrease, primarily due to insufficient Alaska pollock raw material supply and Arctic shrimp tariff policies, with the company actively responding by expanding markets, adjusting product structures, and controlling costs Financial Data of Major Subsidiaries (First Half of 2025) | Company Name | Company Type | Principal Business | Registered Capital (10,000 yuan) | Total Assets (10,000 yuan) | Net Assets (10,000 yuan) | Operating Revenue (10,000 yuan) | Operating Profit (10,000 yuan) | Net Profit (10,000 yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Qingdao Guoxing Food Co., Ltd. | Subsidiary | Primary processing, wholesale of aquatic products, etc. | 7,266.70 | 58,983.50 | 44,765.30 | 33,937.63 | 1,813.07 | 1,429.72 | - Qingdao Guoxing's sales revenue in the first half decreased by 28% year-on-year, with gross profit margin remaining largely flat[75] - Alaska pollock business revenue declined due to insufficient raw material supply; Arctic shrimp business revenue decreased due to China's 25% tariff on Canadian aquatic products[76] - The company's divestment of 100% equity in Beijing Jiawo Zhencheng Technology Co., Ltd. reduced its burden, improved operating conditions, optimized asset quality, and enhanced net asset levels[75] Risks Faced by the Company and Countermeasures The company faces significant "delisting risk warning" and "other risk warning" situations, along with risks from raw material price fluctuations, intensified market competition, changes in trade environment and exchange rates, and global geopolitical factors, to which it is actively responding through asset restructuring, strategic investor introduction, strengthened operational management, and diversified procurement and sales channels to enhance its going concern ability and risk resistance - The company's stock trading triggered "delisting risk warning" and "other risk warning" situations, primarily due to negative shareholder equity attributable to the listed company at the end of 2024 and uncertainties in its going concern ability[77] - Countermeasures include asset restructuring, introducing strategic investors, improving asset quality, enhancing risk resistance, and focusing on optimizing the utilization of own assets and operational efficiency[78] - Risks from raw material procurement price fluctuations and market risks are addressed through proactive procurement plans, signing annual sales contracts, and flexible adjustment strategies[79] - Risks from trade environment and exchange rate fluctuations are managed by strengthening operational management, reducing USD exposure, accelerating collections, engaging in forward foreign exchange settlements, and adjusting sales/purchase prices[80] - Risks of supply and demand changes due to global geopolitical factors are mitigated by expanding overseas sales channels, strengthening supply chain management, and diversifying sales markets and procurement sources[81] Corporate Governance, Environment, and Society This section details the company's governance structure, changes in key personnel, profit distribution plans, environmental protection efforts, and broader social responsibility initiatives Changes in Directors, Supervisors, and Senior Management During the reporting period, there was a change in the company's board of directors, with Lu Xin resigning as a director due to personal reasons and Huang Yonggun being elected as a director due to work relocation - Director Lu Xin resigned due to personal reasons, and Director Huang Yonggun was elected due to a work transfer[86] Profit Distribution and Capital Reserve Conversion to Share Capital in the Current Reporting Period The company plans not to distribute profits for this semi-annual period, meaning no cash dividends, no bonus shares, and no conversion of capital reserves into share capital - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period[87] Environmental Information Disclosure The Jimo branch of Qingdao Guoxing Food Co., Ltd., a subsidiary of the company, has been included in the list of enterprises required to disclose environmental information by law, and it operates its own sewage treatment plant using biological treatment processes to ensure treated wastewater meets national discharge standards - The Jimo branch of Qingdao Guoxing Food Co., Ltd. has been included in the list of enterprises required to disclose environmental information by law[89] - Subsidiary Qingdao Guoxing operates its own sewage treatment plant, employing biological treatment processes to ensure treated wastewater quality fully complies with the "Integrated Wastewater Discharge Standard" and "Wastewater Discharge Standard into Urban Sewers"[93] Social Responsibility The company actively fulfills its social responsibilities by protecting shareholder and creditor rights, safeguarding employee interests and providing training, fostering honest cooperation with suppliers, customers, and consumers, prioritizing food quality and safety, enhancing corporate governance and information disclosure transparency, and ensuring environmental compliance in production processes - The company treats all shareholders and creditors fairly, protects their legitimate rights and interests, and has established diversified investor communication channels[90] - The company strictly adheres to the "Labor Law," protects employees' legitimate rights and interests, provides training, and cares for employees' physical and mental well-being[91] - The company maintains honesty and trustworthiness with suppliers and customers, adheres to the principle of "food safety above all else," and provides safe and healthy protein foods to consumers[91][92] - The company strictly complies with the "Company Law" and other regulations, strengthens board governance and the operation of various special committees, and enhances information disclosure transparency[92] - The company places high importance on environmental protection, and its subsidiary Qingdao Guoxing operates its own sewage treatment plant to ensure pollutant discharge meets standards[93] Significant Matters This section addresses the board's response to the prior year's non-standard audit report, details significant litigation, related-party transactions, major contracts, and other crucial events impacting the company Board's Explanation on the Prior Year's 'Non-Standard Audit Report' The board acknowledges the unmodified audit opinion with a material uncertainty related to going concern issued by ShineWing Certified Public Accountants for the company's 2024 financial statements and is actively implementing measures, including strengthening budget management, improving operational efficiency, advancing asset restructuring, and introducing strategic investors, to eliminate going concern uncertainties, improve capital structure, and enhance net asset levels - The board acknowledges the unmodified audit opinion with a material uncertainty related to going concern issued by ShineWing Certified Public Accountants for the company's 2024 financial statements[99] - The company will strengthen comprehensive budget management, reinforce internal operational responsibility assessments, reduce expenses, and enhance profitability[99] - The company will continue to advance asset restructuring, introduce strategic investors, optimize capital structure, increase net assets, and enhance risk resistance capabilities[99] - During the reporting period, the company completed the sale of 100% equity in Beijing Jiawo Zhencheng Technology Co., Ltd. to divest long-term loss-making assets, optimize asset quality, and improve net asset levels[101] Litigation Matters The company's significant contract dispute with Taoyuan Xianghui Agricultural Investment Co., Ltd. has been resolved through an enforcement settlement agreement, with the company receiving all settlement funds, while other ongoing litigation matters involving its subsidiaries, totaling 12.0985 million yuan, have not yet concluded but do not meet the threshold for significant litigation disclosure - The company's contract dispute with Taoyuan Xianghui Agricultural Investment Co., Ltd. has been resolved through an enforcement settlement agreement, and the company has received all settlement funds totaling 18.6854 million yuan[103] - Two cases where the company's subsidiaries are plaintiffs, with a total involved amount of 12.0985 million yuan, are still pending but do not meet the disclosure standards for significant litigation[103] Significant Related-Party Transactions The company engaged in multiple significant related-party transactions during the reporting period, including receiving an interest-free guarantee of up to 1.5 billion yuan from its controlling shareholder Jiawo Group for the company and its subsidiaries, selling 100% equity in Beijing Jiawo Zhencheng Technology Co., Ltd. to Jiawo Pinxian (Beijing) Enterprise Management Co., Ltd. for 1 yuan, and signing a "Delegated Management Agreement" with Jiawo Pinxian to entrust the operational management of Beijing Zhencheng to the company for an annual management fee of 1.5 million yuan - Controlling shareholder Jiawo Group provided an interest-free guarantee of up to 1.5 billion yuan for the company's 2025 credit financing[114] - The company sold its 100% equity in Beijing Jiawo Zhencheng Technology Co., Ltd. to Jiawo Pinxian (Beijing) Enterprise Management Co., Ltd., a wholly-owned subsidiary of its controlling shareholder, for a transaction price of 1 yuan[115][116] - The company, Jiawo Pinxian, and Beijing Zhencheng signed a "Delegated Management Agreement," whereby Jiawo Pinxian exclusively entrusted all operational management rights of Beijing Zhencheng to Jiawo Foods, with an annual delegated management fee of 1.5 million yuan[117] Related-Party Receivables and Payables (Payables to Related Parties) | Related Party | Relationship | Reason for Formation | Beginning Balance (10,000 yuan) | Amount Added This Period (10,000 yuan) | Amount Repaid This Period (10,000 yuan) | Interest Rate | Interest This Period (10,000 yuan) | Ending Balance (10,000 yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Jiawo Group Co., Ltd. | Controlling Shareholder | Related-party fund borrowing | 118,789.52 | 0.00 | 120,716.05 | 3.61% | 1,926.53 | 0.00 | | Joyvio (Hong Kong) Investment Limited | Same Controlling Shareholder | Related-party fund borrowing | 33,872.84 | 33,732.42 | 68,830.09 | 7.20% | 1,224.83 | 0.00 | | Rosy Nation Investments Limited | Same Controlling Shareholder | Related-party fund borrowing | 129,972.17 | 10,882.25 | 145,554.17 | 7.20% | 4,699.75 | 0.00 | | Quafood Limited | Same Controlling Shareholder | Related-party fund borrowing | 198,610.11 | 197,786.76 | 403,578.54 | 7.20% | 7,181.67 | 0.00 | | In Food Limited | Same Controlling Shareholder | Related-party fund borrowing | 62,260.89 | 62,002.78 | 126,515.00 | 7.20% | 2,251.33 | 0.00 | | Impact of related-party debt on company's operating results and financial position | | | | | | | Interest costs from related-party debt impacted the company's profit and loss by approximately -192.2749 million yuan | | Significant Contracts and Their Performance The company has entrusted the operational management of 70% equity in its controlling subsidiary Zhejiang Wo Zhixian Import and Export Co., Ltd. to Tianjin Jingu Food and Trade Co., Ltd., engaged in multiple leasing activities during the reporting period, and holds several significant guarantees, primarily for subsidiaries, with a total actual guarantee balance of 11.8182 million yuan at period-end, representing 4.18% of the company's net assets - The company has entrusted the overall operational management of its 70% equity in controlling subsidiary Zhejiang Wo Zhixian Import and Export Co., Ltd. to Tianjin Jingu Food and Trade Co., Ltd[121] - During the reporting period, the company's leases primarily involved production and operation sites, employee dormitories leased by the company and its subsidiaries, as well as fishery infrastructure and processing plants leased in or out by the former Chilean subsidiary[123] Company's Total Guarantee Situation | Indicator | Amount (10,000 yuan) | | :--- | :--- | | Total approved guarantee limit during the reporting period (A1+B1+C1) | 760,000.00 | | Total actual guarantees incurred during the reporting period (A2+B2+C2) | 3,351.82 | | Total approved guarantee limit at the end of the reporting period (A3+B3+C3) | 780,501.00 | | Total actual guarantee balance at the end of the reporting period (A4+B4+C4) | 1,181.82 | | Ratio of total actual guarantees to company's net assets | 4.18% | Explanation of Other Significant Matters Food Investment SpA, the former Chilean subsidiary of Beijing Zhencheng, received an international commercial arbitration award supporting its claim for 217,211,355.356 USD in principal compensation and 80,351,503.566 USD in accrued interest (as of August 1, 2025), totaling 297,562,858.922 USD, and while Food will initiate recognition and enforcement procedures, the final outcome and impact on the company's current and future profits remain uncertain - Food Investment SpA (former Chilean subsidiary of Beijing Zhencheng) received an international commercial arbitration award supporting its claim for compensation[135] - The award includes principal compensation totaling 217,211,355.356 USD, plus accrued interest of 80,351,503.566 USD as of August 1, 2025, for a total of 297,562,858.922 USD in principal and interest[135] - Food will soon initiate recognition and enforcement procedures for this arbitration award in multiple countries, but the final enforcement outcome remains uncertain, and the impact on the company's current and future profits cannot be accurately estimated at this time[135] Share Changes and Shareholder Information This section outlines any changes in the company's share capital structure, provides details on shareholder numbers, and identifies major shareholders and changes in controlling interests Share Change Situation During the reporting period, there were no changes in the company's total share capital, restricted shares, or unrestricted shares, either in quantity or proportion Share Change Situation (Current Period End) | Share Type | Quantity (shares) | Proportion | | :--- | :--- | :--- | | I. Restricted Shares | 40,492,500 | 23.24% | | II. Unrestricted Shares | 133,707,500 | 76.76% | | III. Total Shares | 174,200,000 | 100.00% | - The company's total share capital did not change during the reporting period[140] Number of Shareholders and Shareholding Structure As of the end of the reporting period, the company had 4,597 common shareholders, with Jiawo Group Co., Ltd. remaining the largest shareholder, holding 46.08% of the shares - The total number of common shareholders at the end of the reporting period was 4,597[142] Shareholding of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Percentage | Number of Shares Held at Period-End (shares) | Number of Restricted Shares Held (shares) | Number of Unrestricted Shares Held (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | | Jiawo Group Co., Ltd. | Domestic Non-State-Owned Legal Person | 46.08% | 80,265,919 | 40,200,000 | 40,065,919 | 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 controlling shareholder did not change during the reporting period[146] - The company's actual controller did not change during the reporting period[146] Bond-Related Matters This section addresses any bond-related information pertinent to the company during the reporting period Bond-Related Matters The company has no bond-related matters requiring disclosure during the reporting period - The company had no bond-related matters during the reporting period[149] Financial Report This section comprises 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 information, and specific financial items Audit Report The company's 2025 semi-annual financial report is unaudited - The company's semi-annual financial report is unaudited[151] Financial Statements This section includes the company's 2025 semi-annual consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, comprehensively reflecting the company's financial position, operating results, and cash flows at the end of the reporting period, showing changes in asset and liability structure and continued losses after the salmon business divestment Company Basic Information The company, formerly Wanfu Biotech, listed in 2011, later underwent equity transfer and name change to Jiawo Foods Co., Ltd., with Lenovo Holdings Co., Ltd. as its actual controller, a registered capital of 174.20 million yuan, primarily engaged in the trade, processing, and brand sales of high-quality protein seafood, and comprising 12 consolidated subsidiaries as of the first half of 2025 - The company was formerly Wanfu Biotech (Hunan) Agricultural Development Co., Ltd., listed on the ChiNext board on September 27, 2011[197] - On December 7, 2016, the company's actual controller changed from Lu Jianzhi to Lenovo Holdings Co., Ltd[198] - As of June 30, 2025, the company's registered capital was 174.20 million yuan, and its share capital was 174.20 million shares[199] - The company primarily engages in the trade, processing, and brand sales of high-quality protein seafood, with main products including Alaska pollock, Arctic shrimp, halibut, and Atlantic redfish[200] Basis of Financial Statement Preparation The company's financial statements are prepared in accordance with the "Accounting Standards for Business Enterprises" issued by the Ministry of Finance and relevant regulations of the China Securities Regulatory Commission, and management assesses that the company possesses going concern ability for 12 months from the end of the reporting period, with no significant matters affecting this ability - The company's financial statements are prepared in accordance with the "Accounting Standards for Business Enterprises" issued by the Ministry of Finance, its application guidelines, interpretations, and other relevant regulations[201] - The company possesses going concern ability for 12 months from the end of the current reporting period, with no significant matters affecting this ability[202] Significant Accounting Policies and Estimates This section details the company's accounting policies and estimates for revenue recognition, financial instruments, inventory (especially fair value measurement of consumable biological assets), impairment of long-term assets, and amortization of intangible assets, noting that consumable biological assets (salmon) are measured at fair value less costs to sell once a minimum weight is reached, with fair value estimates relying on uncertain assumptions like fish stock weight and market prices - The company and its domestic subsidiaries use RMB as their functional currency, while overseas subsidiaries use USD[207] - Salmon biological assets, such as Atlantic salmon, trout, and coho salmon in the seawater fattening stage, are measured at fair value less costs to sell once they reach minimum weight requirements[246] - The fair value estimation of salmon biological assets relies on assumptions such as salmon weight (including fish stock weight, average weight, and harvest weight distribution) and market prices[247] - Aquaculture concessions, trademarks, most water use rights, and most land use rights are intangible assets with indefinite useful lives, which are not amortized but are tested for impairment at least annually[265] Taxation This section discloses the company's main tax categories and rates, including Value-Added Tax (9% or 13%), Urban Maintenance and Construction Tax (5% or 7%), and Corporate Income Tax (25%), noting that the company benefits from corporate income tax exemption for primary processing of agricultural products and preferential tax policies for small and micro-profit enterprises Major Tax Categories and Rates | Tax Category | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax | Primary processed agricultural products in product sales revenue are taxed at 9%; cooked aquatic products and various canned aquatic products are taxed at 13%; processing income is subject to output tax calculated at 13% | 9%, 13% | | Corporate Income Tax | Based on actual turnover tax paid | Except for tax entities with different rates as listed below, other companies are taxed at 25% of taxable income | - Income from the company's primary processing of agricultural products, including simple processing of aquatic animals, is exempt from corporate income tax[327] - The company benefits from preferential corporate income tax policies for small and micro-profit enterprises, where the portion of annual taxable income not exceeding 1 million yuan is reduced by 25% and taxed at 20%; the portion exceeding 1 million yuan but not exceeding 3 million yuan is reduced by 25% and taxed at 20%[328] Notes to Consolidated Financial Statement Items This section provides detailed notes on consolidated financial statement items, reflecting significant financial changes during the reporting period due to the divestment of 100% equity in Beijing Jiawo Zhencheng Technology Co., Ltd., resulting in substantial reductions in asset accounts such as monetary funds, accounts receivable, inventory, fixed assets, intangible assets, and goodwill, as well as liability accounts like bonds payable and long-term borrowings, while capital reserves increased due to an equity transaction from the equity sale - Monetary funds at period-end were 48,408,113.79 yuan, compared to 216,210,892.09 yuan at the beginning of the period, including restricted monetary funds of 133,007.97 yuan as deposits[331] - Inventory at period-end was 350,780,957.05 yuan, compared to 1,458,652,618.12 yuan at the beginning of the period, primarily due to the exclusion of the balance of Beijing Zhencheng, the divested subsidiary engaged in salmon farming, processing, and sales, combined with a year-on-year increase in raw material procurement by subsidiary Qingdao Guoxing[398] - The book value of fixed assets at period-end was 64,343,480.43 yuan, compared to 1,891,696,145.69 yuan at the beginning of the period, primarily due to the disposal of subsidiaries[442][448] - The book value of intangible assets at period-end was 24,479,072.85 yuan, compared to 3,622,784,944.62 yuan at the beginning of the period, primarily due to the disposal of subsidiaries[465] - Goodwill at period-end was 44,409,643.45 yuan, compared to 1,478,169,706.85 yuan at the beginning of the period, primarily due to the disposal of subsidiary Australis Seafoods S.A[469] - Bonds payable at period-end were 0.00 yuan, compared to 1,114,078,910.73 yuan at the beginning of the period, primarily due to the impact of subsidiary disposal[528] - Capital reserves increased by 1,160,725,999.51 yuan in the current period, primarily because the company's sale of 100% equity in Beijing Zhencheng to a related party constituted an equity transaction, with the difference between the disposal price and the company's share of Beijing Zhencheng's net assets recognized in capital reserves[546] - Operating revenue for the current period was 1,244,606,831.75 yuan, and operating cost was 1,320,272,621.85 yuan[554] - Gains or losses from changes in fair value for the current period were -6,694,951.65 yuan, compared to 38,839,425.71 yuan in the prior period, primarily related to fair value changes in consumable biological assets[568] Research and Development Expenses During the reporting period, the company did not disclose any capitalized R&D projects or significant externally acquired in-progress R&D projects - The company did not disclose any R&D projects eligible for capitalization during the reporting period[608] Changes in Consolidation Scope During the reporting period, the company lost control over Beijing Jiawo Zhencheng Technology Co., Ltd. due to its sale of 100% equity, thus removing it from the consolidated financial statements, and its second-tier subsidiary Hainan Fengjia Food Co., Ltd. was also removed from the consolidation scope after its deregistration - The company lost control over Beijing Jiawo Zhencheng Technology Co., Ltd. due to the sale of its 100% equity, and thus it is no longer included in the consolidated financial statements[617] - Hainan Fengjia Food Co., Ltd., a second-tier subsidiary of the company, was deregistered on January 24, 2025, and is no longer included in the consolidated financial statements[618] Interests in Other Entities This section lists the company's interests in subsidiaries, joint ventures, and associates, highlighting Qingdao Guoxing Food Co., Ltd. as a significant non-wholly-owned subsidiary with a 45.00% minority interest, to which 6,433,749.96 yuan of profit was attributable in the current period Significant Non-Wholly-Owned Subsidiaries | Subsidiary Name | Minority Shareholding Percentage | Profit Attributable to Minority Shareholders This Period (yuan) | Dividends Declared to Minority Shareholders This Period (yuan) | Minority Interests Balance at Period-End (yuan) | | :--- | :--- | :--- | :--- | :--- | | Qingdao Guoxing Food Co., Ltd. | 45.00% | 6,433,749.96 | 6,750,000.00 | 201,443,563.74 | - Qingdao Guoxing Food Co., Ltd.'s operating revenue for the first half of 2025 was 339,376,289.75 yuan, with a net profit of 14,297,222.13 yuan[625] Risks Related to Financial Instruments The company faces market risks (exchange rate and interest rate risks), credit risk, and liquidity risk, which it manages by monitoring exchange rate fluctuations, maintaining floating-rate borrowings, setting credit limits, and ensuring sufficient liquidity, with sensitivity analysis indicating that reasonable changes in exchange rates and interest rates could impact the company's net profit and shareholder equity - The company's foreign exchange risk primarily relates to the USD and Chilean Peso, with major business activities settled in RMB[637] - The company's risk of financial instrument cash flow changes due to interest rate fluctuations primarily relates to floating-rate bank borrowings[639] - The company mitigates credit risk by setting credit limits, conducting credit approvals, and implementing monitoring procedures[640] - The company manages liquidity risk by ensuring sufficient cash liquidity to meet maturing debts and maintaining a certain credit line (unused bank borrowing limit of 182.02 million yuan as of June 30, 2025)[642] Foreign Exchange Risk Sensitivity Analysis (January-June 2025) | Item | Exchange Rate Change | Impact on Net Profit (yuan) | Impact on Shareholder Equity (yuan) | | :--- | :--- | :--- | :--- | | All foreign currencies overseas | 5% appreciation against USD | 2,385,333.77 | 1,311,933.57 | | All foreign currencies overseas | 5% depreciation against USD | -2,385,333.77 | -1,311,933.57 | Interest Rate Risk Sensitivity Analysis (January-June 2025) | Item | Interest Rate Change | Impact on Net Profit (yuan) | Impact on Shareholder Equity (yuan) | | :--- | :--- | :--- | :--- | | Floating-rate borrowings | 1% increase | -4,321.47 | -2,376.81 | | Floating-rate borrowings | 1% decrease | 4,321.47 | 2,376.81 | Disclosure of Fair Value This section does not provide specific fair value hierarchy information (Level 1, Level 2, Level 3) for assets and liabilities measured at fair value at the end of the reporting period - This section does not provide specific fair value hierarchy information for assets and liabilities measured at fair value at the end of the reporting period[650] Related Parties and Related-Party Transactions The company's controlling shareholder is Jiawo Group Co., Ltd., with Lenovo Holdings Co., Ltd. as the ultimate controlling party, and during the reporting period, the company engaged in multiple related-party transactions, including purchasing goods/receiving services, selling goods/providing services, accepting related-party guarantees, and related-party fund borrowings, with the sale of 100% equity in Beijing Jiawo Zhencheng to related party Jiawo Pinxian being a significant related-party transaction - The company's parent company is Jiawo Group Co., Ltd., holding 46.08% of shares, and the ultimate controlling party is Lenovo Holdings Co., Ltd[651] - The company sold its 100% equity in Beijing Jiawo Zhencheng Technology Co., Ltd. to related party Jiawo Pinxian (Beijing) Enterprise Management Co., Ltd. for a transaction price of 1 yuan[668] Related-Party Fund Borrowings (Borrowed) | Related Party | Borrowed Amount (yuan) | Start Date | Maturity Date | | :--- | :--- | :--- | :--- | | Joyvio (HongKong) Investment Limited | 42,951.60 | February 10, 2025 | February 09, 2026 | | Jiawo Group Co., Ltd. | 5,000,000.00 | April 28, 2025 | June 24, 2025 | The Company as a Guaranteed Party (Related-Party Guarantees) | Guarantor | Guaranteed Amount (yuan) | Guarantee Start Date | Guarantee Maturity Date | Has Guarantee Been Fulfilled | | :--- | :--- | :--- | :--- | :--- | | Jiawo Group Co., Ltd. | 18,413,956.18 | May 29, 2025 | August 27, 2025 | No | | Jiawo Group Co., Ltd. | 9,540,000.00 | April 17, 2025 | October 13, 2025 | No | Commitments and Contingencies At the balance sheet date, the company has unfulfilled guarantees for its subsidiary Qingdao Guoxing Food Co., Ltd., but otherwise, there are no other significant contingent matters requiring disclosure Unfulfilled Guarantees by Subsidiaries to Subsidiaries | Guarantor Name | Guaranteed Party Name | Guaranteed Amount (yuan) | Guarantee Start Date | Guarantee Maturity Date | Has Guarantee Been Fulfilled | | :--- | :--- | :--- | :--- | :--- | :--- | | Qingdao Fuhua Hezhong Trading Co., Ltd. | Qingdao Guoxing Food Co., Ltd. | 9,540,000.00 | 2025/4/17 | 2025/10/13 | No | | Qingdao Fuhua Hezhong Trading Co., Ltd. | Qingdao Guoxing Food Co., Ltd. | 1,140,000.00 | 2025/4/23 | 2025/10/18 | No | | Qingdao Fuhua Hezhong Trading Co., Ltd. | Qingdao Guoxing Food Co., Ltd. | 1,138,217.40 | 2025/5/9 | 2025/11/4 | No | - The company has no other significant contingent matters requiring disclosure[679] Supplementary Information This section provides a detailed non-recurring gains and losses statement, showing a total of -10,789,744.36 yuan, primarily influenced by unusual losses from fish disease outbreaks in the former Chilean subsidiary's fish stock, and discloses basic and diluted earnings per share of -2.4066 yuan/share, with the weighted average return on net assets not calculated due to the company's negative net assets Current Period Non-Recurring Gains and Losses Details | Item | Amount (yuan) | Explanation | | :--- | :--- | :--- | | Gains or losses from disposal of non-current assets | 375,031.93 | | | Other non-operating income and expenses apart from the above | -19,058,014.78 | Primarily unusual losses from fish disease outbreaks in the former Chilean subsidiary's fish stock | | Other gains and losses that meet the definition of non-recurring | 796,305.19 | | | Less: Income tax impact | -4,686,807.35 | | | Impact on minority interests (after tax) | -2,410,125.95 | | | Total | -10,789,744.36 | | Earnings Per Share | Profit for the Reporting Period | Basic Earnings Per Share (yuan/share) | Diluted Earnings Per Share (yuan/share) | | :--- | :--- | :--- | | Net profit attributable to common shareholders of the company | -2.4066 | -2.4066 | | Net profit attributable to common shareholders of the company after deducting non-recurring gains and losses | -2.3447 | -2.3447 | - The weighted average return on net assets was not calculated as the company's weighted average net assets for January-June 2025 were negative[739]