亚太实业(000691) - 2025 Q2 - 季度财报

Part I Important Notice, Table of Contents, and Definitions This section provides essential disclaimers, the report's structure, and definitions of key terms for clarity Important Notice The board and senior management guarantee the report's accuracy, though two directors dissent, while the financial officer affirms the financial statements - The company's board of directors and senior management guarantee the authenticity, accuracy, and completeness of the report, but directors Jia Mingqi and Zhao Yong express dissent regarding its authenticity, accuracy, and completeness[3][4] - Company head Ma Bing, chief accountant Yang Weiyuan, and head of accounting department Yang Weiyuan declare the financial report to be true, accurate, and complete[4] - Forward-looking statements regarding future plans and development strategies in the report are subject to uncertainties, do not constitute profit forecasts or substantial commitments, and investors should be aware of investment risks[4] - The company plans no cash dividends, no bonus shares, and no capital increase from capital reserves[6] Table of Contents This section outlines the structured content of the semi-annual report, including key operational, financial, and governance chapters - The report contains nine main chapters, covering company operations, finance, governance, and significant matters[8] Definitions This section defines key terms and abbreviations used in the report, ensuring clear understanding of the content - The reporting period is defined as January 1, 2025, to June 30, 2025[11] - The company's full name is Gansu Asia-Pacific Industrial Development Co., Ltd., abbreviated as Asia-Pacific Industrial or *ST Asia-Pacific[11] - The controlling shareholder is Guangzhou Wanshun Technology Co., Ltd., and the controlled subsidiary is Cangzhou Lingang Yanu Chemical Co., Ltd[11] Part II Company Profile and Key Financial Indicators This section provides the company's basic information, contact details, and a summary of its key financial performance and position Company Profile The company's stock abbreviation changed to *ST Asia-Pacific, with stock code 000691, and Ma Bing as legal representative - The company's stock abbreviation has been changed to “*ST Asia-Pacific”, with stock code 000691[13] - The company's legal representative is Ma Bing[13] Contact Person and Information This section provides contact details for the company's Board Secretary, Li Xiaohui, for investor communication - The Board Secretary is Li Xiaohui, with contact number 020-83628691 and email address ytsy000691@163.com[14] Other Information The company's registered address, office address, website, and disclosure information remained unchanged during the reporting period - The company's registered address, office address, website, and email address remained unchanged during the reporting period[15] - Information disclosure and storage locations remained unchanged during the reporting period[16] Key Accounting Data and Financial Indicators Revenue decreased by 8.88%, net loss attributable to shareholders widened by 67.13%, and operating cash flow turned negative, with total assets and net assets also declining Key Accounting Data and Financial Indicators (Current Period vs. Prior Year) | Indicator | Current Period (yuan) | Prior Year (yuan) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 222,540,174.31 | 244,228,634.61 | -8.88% | | Net Profit Attributable to Shareholders of Listed Company | -23,722,119.05 | -14,193,619.77 | -67.13% | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Gains and Losses) | -12,441,532.58 | -14,617,945.52 | 14.89% | | Net Cash Flow from Operating Activities | -8,903,855.83 | 10,220,473.95 | -187.12% | | Basic Earnings Per Share (yuan/share) | -0.0734 | -0.0439 | -67.20% | | Diluted Earnings Per Share (yuan/share) | -0.0734 | -0.0439 | -67.20% | Key Accounting Data and Financial Indicators (Period-End vs. Prior Year-End) | Indicator | Period-End (yuan) | Prior Year-End (yuan) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 581,564,115.10 | 598,900,538.00 | -2.89% | | Net Assets Attributable to Shareholders of Listed Company | -88,623,089.71 | -64,809,147.62 | -36.74% | Differences in Accounting Data Under Domestic and Overseas Accounting Standards The company reported no differences in net profit or net assets between international/overseas and Chinese accounting standards - The company's financial reports for the reporting period show no differences in net profit and net assets when disclosed under international accounting standards compared to Chinese accounting standards[19] - The company's financial reports for the reporting period show no differences in net profit and net assets when disclosed under overseas accounting standards compared to Chinese accounting standards[20] Non-Recurring Gains and Losses Items and Amounts Non-recurring gains and losses totaled -RMB 11.28 million, primarily from government grants, non-operating income/expenses, and tax impacts Non-Recurring Gains and Losses Items and Amounts | Item | Amount (yuan) | | :--- | :--- | | Government grants included in current profit or loss (excluding those with continuous impact) | 996,045.59 | | Other non-operating income and expenses apart from the above | -11,871,126.07 | | Less: Income tax impact | 107,371.40 | | Minority interest impact (after tax) | 298,134.59 | | Total | -11,280,586.47 | - The company has no other profit or loss items that meet the definition of non-recurring gains and losses, nor has it reclassified non-recurring gains and losses as recurring gains and losses[23] Part III Management Discussion and Analysis This section provides an in-depth analysis of the company's business operations, financial performance, core competencies, and risk factors Company's Main Business Activities During the Reporting Period The company primarily engages in R&D, production, and sales of fine chemical products, specifically pesticide and pharmaceutical intermediates, within the chemical manufacturing industry - The company's main business is the research and development, production, and sales of fine chemical products, specifically pesticide intermediates and pharmaceutical intermediates[25] - The company's industry is classified as "Chemical Raw Materials and Chemical Products Manufacturing (C26)", with a sub-industry of fine chemical intermediates[25] - The fine chemical industry is developing towards "diversification" and "refinement", with future demand for pesticide and pharmaceutical chemicals, as well as electronic and information chemicals, expected to continue expanding[27] - The company's main products are categorized into pyridine, nitration, and other chemical products, applied in pesticides, pharmaceuticals, and feed additives[37] - The company primarily adopts a direct raw material procurement model, with production mainly based on sales orders (supplemented by outsourced production), and a direct sales model, generating profit through processing and sales[38][42][45][46] Overview of the Fine Chemical Industry Development Fine chemicals, characterized by high value-added products and advanced technology, are a strategic focus for chemical industry development, emphasizing specialization, diversification, and clean processes - Fine chemical products are characterized by stable quality, excellent performance, and high added value, with wide applications in industries such as healthcare, food, daily chemicals, and electronics[26] - Since the 21st century, the fine chemical industry has formed industrial clusters, with products becoming more specialized, diversified, and high-performance, and an increasing emphasis on developing clean and energy-saving new processes[27] Characteristics of the Fine Chemical Intermediates Industry The pesticide intermediate industry is knowledge and technology-intensive, moving towards independent innovation with a focus on clean production, while the pharmaceutical intermediate industry faces low overall technical levels and intense competition - The pesticide intermediate industry is knowledge-intensive and technology-intensive, with multiple product synthesis steps and long process flows; core competitiveness lies in the selection of chemical reaction processes, process control, and core catalyst selection[28] - China's pesticide intermediate industry is gradually transitioning from original imitation to independent innovation, with an increasing focus on the research and development of clean production processes and circular economy production processes[30] - China's pharmaceutical intermediate industry has a relatively low overall process technology level, with few enterprises producing a large number of advanced pharmaceutical intermediates and patented new drug supporting intermediate products, leading to increased reliance on exports[31] - Pharmaceutical intermediate products have a rapid update cycle, with profit margins typically starting to decline 3-5 years after market entry, leading to increasingly fierce industry competition[32] Future Development Trends of the Fine Chemical Intermediates Industry The industry trend indicates leading enterprises expanding into active ingredient production, rising technical demands for custom intermediates, and stricter environmental regulations driving industry consolidation - Leading enterprises will extend their development from intermediates to active ingredient production, expecting to secure more product orders[33] - Custom intermediate technology and production requirements are high; leading enterprises with a solid technical R&D foundation and stable production capacity will become the preferred choice for downstream enterprises[34][35] - Stricter environmental regulations will lead to the exit of smaller enterprises with insufficient environmental investment, while industry leaders will gain a higher competitive advantage due to long-term environmental investments[36] Main Products and Applications The company's main products, including pyridine and nitration derivatives, are crucial intermediates for pesticides, pharmaceuticals, and feed additives, with nitration products being key for new insecticides - The company's main products are categorized into three types: pyridine, nitration, and other chemical products[37] - Products are primarily applied in the fields of pesticides, pharmaceuticals, and feed additives[37] - Nitration products are one of the main raw materials for new insecticides, characterized by low toxicity and high efficiency[37] Main Business Model The company's fine chemical business operates on a direct raw material procurement model, primarily producing based on sales orders (with some outsourcing), and selling directly to large chemical enterprises to generate profit from processing - Procurement Model: Subsidiary Lingang Yanu Chemical has a dedicated procurement department that adopts a direct raw material procurement model and manages a list of qualified suppliers[38] - Production Model: Primarily self-production based on sales orders, with appropriate safety stock for high-demand and stable market products, and the ability to produce customized products according to customer-specified standards; some products are produced through outsourced processing due to capacity constraints or other factors[42][43][44] - Sales Model: Primarily a direct sales model, with customers being large pesticide, pharmaceutical, and chemical enterprises, expanding business through exhibitions, website promotion, and customer visits[45] - Profit Model: Generates profit by purchasing raw materials, processing them, and selling the products to customers[46] Industry Position The company holds a leading position in the R&D and production of pesticide and pharmaceutical intermediates, with advanced technology and product quality - The company specializes in the research and development and production of pesticide and pharmaceutical intermediates, with its main products' technical processes and quality ranking among the best in the industry[49] Core Competitiveness Analysis The company's core strengths include proprietary technology, comprehensive waste treatment, a strong customer base, and an experienced management team - The company possesses multiple proprietary technologies for pyridine derivative production, including 6 invention patents and 19 utility model patents[50] - The ammonia oxidation catalyst is a core production technology, significantly increasing the yield of cyanopyridine products and reducing ammonia and oxygen ratios to ensure production system safety[51] - The company's environmental equipment is complete and has passed environmental department inspections, with all three-waste emissions and treatments compliant, having received no environmental penalties, thus possessing a competitive advantage in environmental protection[53] - The company has numerous high-quality domestic and international customers, primarily international chemical giants and large domestic chemical enterprises, maintaining stable customer relationships[54] - The core management team of Lingang Yanu Chemical is stable and experienced, with over ten years of market, production, management, and technical experience in the fine chemical industry[55] Technological Advantages The company boasts strong R&D capabilities in fine chemical intermediates, holding multiple patents for pyridine derivative production, with its core ammonia oxidation catalyst technology enhancing yield and safety - The company possesses multiple proprietary technologies for pyridine derivative production, including 6 invention patents and 19 utility model patents[50] - The ammonia oxidation catalyst is the company's main core production technology, which can significantly increase product yield and ensure the safety of the production system[51] Improving Three-Waste Treatment Technology and Environmental Equipment The company continuously enhances its three-waste treatment capabilities and environmental equipment, adhering to source control principles and ensuring compliance, which provides a competitive edge under strict environmental regulations - The company adheres to a source control philosophy for environmental technology and equipment, continuously improving equipment, refining technology, encouraging innovation, and collaborating with external institutions to develop new technologies[53] - Lingang Yanu Chemical's environmental equipment is complete and has passed environmental department inspections, with all three-waste emissions and treatments compliant, having received no environmental penalties to date[53] Customer Advantages The company maintains stable, long-term relationships with a diverse portfolio of high-quality domestic and international clients, including major chemical enterprises, due to stringent product quality and supply requirements - The company has numerous high-quality domestic and international customers, primarily international chemical giants and large domestic chemical enterprises[54] - Customers are cautious in selecting suppliers; once a business relationship is established, it typically remains stable for a long time and has the potential to develop into a strategic partnership[54] Management Team Advantages Lingang Yanu Chemical's stable and experienced core management team possesses over a decade of expertise in the fine chemical industry, enabling them to formulate effective development strategies aligned with market demands - Lingang Yanu Chemical's core management team is stable and experienced, with over ten years of market, production, management, and technical experience in the fine chemical industry[55] - The management team can formulate development strategies that align with the company's business model, industry development trends, and market demands[55] Main Business Analysis Main business revenue decreased by 8.88%, while cost of sales decreased by 13.73%, leading to an improved gross margin. Pyridine products accounted for 88.32% of revenue, with regional declines in East and North China, but significant growth in Northeast China Key Financial Data Year-on-Year Changes | Indicator | Current Period (yuan) | Prior Year (yuan) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 222,540,174.31 | 244,228,634.61 | -8.88% | | | Operating Cost | 194,203,081.17 | 225,104,284.62 | -13.73% | | | Selling Expenses | 1,857,000.97 | 1,866,852.43 | -0.53% | | | Administrative Expenses | 23,945,645.96 | 23,497,715.38 | 1.91% | | | Financial Expenses | 7,379,958.87 | 6,663,686.70 | 10.75% | | | Income Tax Expense | -291,208.73 | -3,111,023.28 | 90.64% | Taxable differences decreased compared to prior year | | R&D Investment | 8,056,224.44 | 8,181,579.42 | -1.53% | | | Net Cash Flow from Operating Activities | -8,903,855.83 | 10,220,473.95 | -187.12% | Inventory increased compared to prior year | | Net Cash Flow from Investing Activities | 4,289,819.06 | -2,545,559.58 | 268.52% | Increased cash received from matured structured deposits of subsidiaries | | Net Cash Flow from Financing Activities | -8,146,799.97 | -4,386,799.99 | -85.71% | Borrowings decreased compared to prior year | | Net Increase in Cash and Cash Equivalents | -12,660,916.85 | 3,557,158.26 | -455.93% | Inventory increased compared to prior year | Operating Revenue Composition (by Product) | Product Type | Current Period Amount (yuan) | Proportion of Operating Revenue | Prior Year Amount (yuan) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Chemical Products - Pyridine | 196,538,788.24 | 88.32% | 214,055,795.67 | 87.65% | -8.18% | | Chemical Products - Non-Pyridine | 26,001,386.07 | 11.68% | 30,172,838.94 | 12.35% | -13.83% | Operating Revenue Composition (by Region) | Region | Current Period Amount (yuan) | Proportion of Operating Revenue | Prior Year Amount (yuan) | Proportion of Operating Revenue | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Domestic - North China | 79,339,543.23 | 35.65% | 87,619,258.41 | 35.88% | -9.45% | | Domestic - East China | 94,990,780.84 | 42.68% | 115,005,833.30 | 47.09% | -17.40% | | Domestic - Northeast China | 6,665,486.73 | 3.00% | 1,838,716.81 | 0.75% | 262.51% | Industry, Product, or Region Accounting for Over 10% of Operating Revenue or Operating Profit | Item | Operating Revenue | Operating Cost | Gross Margin | Operating Revenue Year-on-Year Change | Operating Cost Year-on-Year Change | Gross Margin Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Chemical Industry | 222,540,174.31 | 193,847,259.27 | 12.89% | -8.88% | -13.66% | 4.82% | | Chemical Products - Pyridine | 196,538,788.24 | 171,903,640.37 | 12.53% | -8.18% | -14.54% | 6.51% | | Domestic - North China | 79,339,543.23 | 68,939,543.73 | 13.11% | -9.45% | -20.85% | 12.51% | | Domestic - East China | 94,990,780.84 | 83,934,734.70 | 11.64% | -17.40% | -19.25% | 2.02% | Non-Core Business Analysis The company had no non-core business activities during the reporting period, with all income and profit derived from its main operations - The company had no non-core business activities during the reporting period[60] Analysis of Assets and Liabilities Total assets and net assets attributable to shareholders decreased, with increases in accounts receivable and inventory, and declines in cash, fixed assets, and contract liabilities. Certain assets are restricted, including mortgaged property and pledged subsidiary equity Significant Changes in Asset Composition At period-end, cash, fixed assets, and contract liabilities decreased as a percentage of total assets, while accounts receivable and inventory increased, indicating shifts in the company's current asset structure | Item | Proportion of Total Assets at Period-End | Proportion of Total Assets at Prior Year-End | Change in Proportion | | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 4.54% | 7.02% | -2.48% | | Accounts Receivable | 14.55% | 11.12% | 3.43% | | Inventories | 18.20% | 15.34% | 2.86% | | Fixed Assets | 39.03% | 40.20% | -1.17% | | Contract Liabilities | 0.01% | 0.19% | -0.18% | Asset Restrictions as of the End of the Reporting Period Certain company assets are restricted, including mortgaged buildings and land use rights of its subsidiary for bank loans, and the pledge of 51% of its subsidiary's equity to the controlling shareholder - Subsidiary Lingang Yanu Chemical's partial buildings and land use rights are mortgaged to Cangzhou Bank for loans[61] - The equity of controlled subsidiary Cangzhou Lingang Yanu Chemical Co., Ltd. has been pledged to Guangzhou Wanshun Technology Co., Ltd[63] Investment Analysis The company made no significant equity, non-equity, securities, or derivative investments, nor did it utilize raised funds during the reporting period, indicating a cautious investment approach - The company had no securities investments during the reporting period[64] - The company had no derivative investments during the reporting period[65] - The company had no use of raised funds during the reporting period[66] Significant Asset and Equity Sales The company did not sell any significant assets or equity during the reporting period, maintaining a stable asset structure - The company did not sell significant assets during the reporting period[67] - The company did not sell significant equity during the reporting period[68] Analysis of Major Holding and Participating Companies Cangzhou Lingang Yanu Chemical Co., Ltd., the sole source of the company's main business, reported RMB 223 million in revenue and RMB 1.36 million in net profit, while Gansu Wanshun Digital Technology Co., Ltd. is not yet operational Financial Situation of Major Holding Subsidiary Cangzhou Lingang Yanu Chemical Co., Ltd | Indicator | Amount (yuan) | | :--- | :--- | | Registered Capital | 120,000,000.00 | | Total Assets | 533,453,493.20 | | Net Assets | 262,806,791.10 | | Operating Revenue | 222,540,174.31 | | Operating Profit | -1,398,239.82 | | Net Profit | 1,361,625.75 | - The company's main business revenue is entirely derived from its controlled subsidiary, Cangzhou Lingang Yanu Chemical Co., Ltd[70] - The wholly-owned subsidiary, Gansu Wanshun Digital Technology Co., Ltd., is currently not operating[70] Information on Structured Entities Controlled by the Company The company did not control any structured entities during the reporting period, indicating a traditional business structure without complex financial instruments - The company had no controlled structured entities during the reporting period[71] Risks Faced by the Company and Countermeasures The company faces severe risks including potential delisting, additional delisting warnings, bankruptcy, loss of main business, and unstable control, alongside market, raw material, environmental, and tax policy risks, which it addresses through active communication with creditors, seeking financing, government support, and pre-reorganization - The company's net assets at the end of 2024 were -RMB 64.81 million, leading to a delisting risk warning for its stock trading from April 30, 2025[71] - Controlling shareholder Guangzhou Wanshun applied for bankruptcy reorganization and pre-reorganization; Lanzhou Intermediate People's Court decided to initiate pre-reorganization, potentially leading to additional delisting risk warnings and bankruptcy if reorganization fails[72][73][74] - The company failed to repay a RMB 213.85 million loan to Guangzhou Wanshun, risking Guangzhou Wanshun exercising its pledge over subsidiary equity, potentially causing the company to lose its main business[75][78] - 86.51% of controlling shareholder Guangzhou Wanshun's voting shares are pledged, and 76.21% are judicially frozen and marked, posing a risk of unstable control[79] - The company is actively taking measures, including communicating with creditors for debt extension, seeking bank financing, striving for government support, exploring innovative financing channels, and cooperating with the court to advance pre-reorganization work to improve its asset-liability structure[86][87] Risks Faced by the Company The company faces severe risks including delisting due to negative net assets, potential additional delisting warnings and bankruptcy from pre-reorganization, loss of main business from overdue loans, and unstable control, alongside market, raw material, environmental, and tax policy risks - The company's net assets at the end of 2024 were -RMB 64,809,147.62, leading to a delisting risk warning for its stock trading from April 30, 2025[71] - Guangzhou Wanshun Technology Co., Ltd. has applied for bankruptcy reorganization and pre-reorganization of the company, and the Lanzhou Intermediate People's Court has decided to initiate pre-reorganization, potentially leading to additional delisting risk warnings and the risk of being declared bankrupt if reorganization fails[72][73][74] - The company failed to repay a RMB 213.85 million loan to Guangzhou Wanshun on schedule, which may lead to Guangzhou Wanshun exercising its pledge over subsidiary equity, causing the company to lose its main business[75][78] - Of the total voting shares held by controlling shareholder Guangzhou Wanshun, 86.51% are pledged, and 76.21% are judicially frozen and marked, posing a risk of unstable control[79] - The company also faces risks from lower-than-expected downstream market expansion, increased competition, raw material price fluctuations, stricter environmental and safety production requirements, and changes in high-tech enterprise tax policies[81][82][83][85] Countermeasures The company is actively addressing risks by cooperating with pre-reorganization efforts to improve its balance sheet, strengthening daily operations, enhancing R&D, optimizing product structure, and improving internal controls and financial management - The company will legally cooperate with the court to study and demonstrate the feasibility of reorganization, ensure stable production and operations, and strive for multi-party support to smoothly advance the reorganization work[86] - The company will continue to strengthen daily operational management, enhance the competitiveness of its main business, increase R&D efforts, adjust product structure and capacity, reduce production costs, and improve product market competitiveness and added value[87] - The company will strengthen internal control and financial management, improve internal controls, enhance risk management, increase risk resistance, and achieve cost reduction and efficiency improvement through comprehensive budget management and cost control[87] Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan The company has not formulated a market value management system or disclosed a valuation enhancement plan during the reporting period - The company has not formulated a market value management system[88] - The company has not disclosed a valuation enhancement plan[88] Implementation of "Dual Improvement in Quality and Returns" Action Plan The company has not disclosed any "Dual Improvement in Quality and Returns" action plan during the reporting period - The company has not disclosed any "Dual Improvement in Quality and Returns" action plan announcement[88] Part IV Corporate Governance, Environment, and Society This section covers changes in the company's governance structure, profit distribution, employee incentives, environmental disclosures, and social responsibility initiatives Changes in Directors, Supervisors, and Senior Management Supervisors Chen Qixing, Ma Jingtian, and Su Jing resigned due to supervisory board reform, while directors and senior management remained unchanged - Supervisors Chen Qixing (Chairman of the Supervisory Board), Ma Jingtian, and Su Jing resigned on June 30, 2025, due to supervisory board reform[90] Profit Distribution and Capital Reserve to Share Capital Conversion for the Reporting Period The company plans no cash dividends, bonus shares, or capital increase from capital reserves for the semi-annual period, reflecting its current financial strategy - The company plans no cash dividends, no bonus shares, and no capital increase from capital reserves for the semi-annual period[91] Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company did not implement any equity incentive plans, employee stock ownership plans, or other employee incentive measures during the reporting period - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures or their implementation during the reporting period[92] Environmental Information Disclosure The company's subsidiary, Cangzhou Lingang Yanu Chemical Co., Ltd., is listed as an enterprise required to disclose environmental information and has reported through the official system - The company's controlled subsidiary, Cangzhou Lingang Yanu Chemical Co., Ltd., is included in the list of enterprises required to disclose environmental information in accordance with the law[93] - The environmental information disclosure report of Cangzhou Lingang Yanu Chemical Co., Ltd. can be found on the Enterprise Environmental Information Disclosure System (Hebei)[93] Social Responsibility The company has not yet engaged in poverty alleviation or rural revitalization efforts during the reporting period - During the reporting period, the company has not yet carried out poverty alleviation or rural revitalization work[94] Part V Significant Matters This section details the company's commitments, related party transactions, litigation, and other significant events impacting its operations and financial position Commitments Fulfilled and Overdue Unfulfilled by Actual Controller, Shareholders, Related Parties, Acquirers, and the Company During and as of the End of the Reporting Period All commitment-related parties, including the actual controller, shareholders, and affiliates, fulfilled their commitments regarding competition, related party transactions, fund occupation, and independence, with no overdue unfulfilled commitments at period-end - Lanzhou Asia-Pacific Mining Group Co., Ltd. and Lanzhou Taihua Investment Holding Co., Ltd. committed to avoiding horizontal competition and regulating related party transactions, and are fulfilling them normally[96][97] - Chen Zhijian, Chen Shaofeng, and Guangzhou Wanshun Technology Co., Ltd. committed to avoiding horizontal competition, regulating related party transactions, and maintaining the independence of the listed company, and are fulfilling them normally[97][98] - Hebei Yanu Biotechnology Co., Ltd. committed to assisting the subsidiary with system certification, and is fulfilling it normally[101] - Cangzhou Lingang Yanu Chemical Co., Ltd., Cangzhou Lingang Yanu Biomedical Co., Ltd., and Hebei Yanu Biotechnology Co., Ltd. committed to handling company division matters and sewage treatment plant related matters, and are fulfilling them normally[101][102] - Wuhai City Lanya Chemical Co., Ltd. committed to avoiding horizontal competition, and is fulfilling it normally[102][103] - All commitments were fulfilled on time during the reporting period, with no overdue unfulfilled situations[106] Non-Operating Fund Occupation by Controlling Shareholder and Other Related Parties The company had no non-operating fund occupation by its controlling shareholder or other related parties during the reporting period, maintaining financial independence - The company had no non-operating fund occupation by its controlling shareholder or other related parties during the reporting period[107] Irregular External Guarantees The company had no irregular external guarantees during the reporting period, adhering to regulatory compliance - The company had no irregular external guarantees during the reporting period[108] Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was unaudited, thus no appointment or dismissal of accounting firms occurred during the reporting period - The company's semi-annual report was unaudited[109] Board of Directors' and Supervisory Board's Explanation of "Non-Standard Audit Report" for the Current Period The company had no non-standard audit report for the current period, therefore no explanation from the Board or Supervisory Board is required - The company had no non-standard audit report for the current period[110] Board of Directors' Explanation of "Non-Standard Audit Report" for the Previous Year The Board acknowledged the "unqualified opinion with emphasis of matter paragraph regarding significant uncertainty about going concern" for the 2024 annual report and is actively working to improve the company's going concern ability in 2025 - The Board of Directors believes that the unqualified opinion with an emphasis of matter paragraph regarding significant uncertainty about going concern issued by L&A Certified Public Accountants for the company's 2024 annual report is consistent with the company's actual situation[110] - The Board of Directors highly values the matters involved in the audit report and will actively take effective measures to thoroughly improve the company's going concern ability in 2025[110] Bankruptcy Reorganization Related Matters The company's controlling shareholder applied for bankruptcy reorganization and pre-reorganization due to its inability to repay debts. The Lanzhou Intermediate People's Court initiated pre-reorganization, and 12 potential investors have submitted applications - On July 10, 2025, Guangzhou Wanshun Technology Co., Ltd. applied to the Lanzhou Intermediate People's Court for bankruptcy reorganization and pre-reorganization of the company, citing the company's inability to repay due debts and clear lack of solvency[112] - On July 11, 2025, the Lanzhou Intermediate People's Court decided to initiate pre-reorganization for the company and appointed Gansu Asia-Pacific Industrial Development Co., Ltd. Liquidation Group as the temporary administrator[112] - As of August 11, 2025, a total of 12 potential investors submitted application materials and fully paid earnest money to the temporary administrator[113] Litigation Matters The company was involved in two lawsuits: a resolution revocation dispute, which was dismissed and had no significant impact on profit, and a labor dispute, where the company lost the first instance and has appealed - In the case of Chang XX vs. the company regarding resolution revocation, the Lanzhou New Area People's Court dismissed all of Chang XX's claims, with the judgment becoming effective on April 6, 2025, and having no significant impact on the company's current or future profits[115] - In the labor dispute case between the company and Liu XX, the first instance ruled the company to pay RMB 59,200; the company has appealed, and the second instance has been heard but not yet decided[116] Significant Litigation and Arbitration Matters The lawsuit between Chang XX and the company regarding resolution revocation was dismissed by the Lanzhou New Area People's Court, with the judgment becoming effective on April 6, 2025, having no significant impact on current or future profits - In the case of Chang XX vs. the company regarding resolution revocation, the court dismissed all of Chang XX's claims, with the judgment becoming effective on April 6, 2025[115] - This judgment will not have a significant impact on the company's current or future profits[115] Other Litigation Matters In a labor dispute with Liu XX, the company was ordered to pay RMB 59,200 in the first instance and has appealed, with the second instance heard but not yet decided - In the labor dispute case between the company and Liu XX, the first instance ruled the company to pay RMB 59,200 to Liu XX[116] - The company has appealed to the Lanzhou Intermediate People's Court, and the second instance has been heard but not yet decided[116] Penalties and Rectification The company received no administrative penalties or rectification requirements for illegal activities during the reporting period - The company had no penalties or rectification during the reporting period[117] Integrity Status of the Company, its Controlling Shareholder, and Actual Controller The company defaulted on a RMB 213.85 million loan to its controlling shareholder, leading to a bankruptcy reorganization application, but otherwise, no unfulfilled judgments or overdue debts were reported for the company, its actual controllers, or controlling shareholder - Due to financial strain, the company failed to repay a RMB 213.85 million loan to its controlling shareholder, Guangzhou Wanshun, by December 31, 2024, resulting in an overdue loan[118] - Guangzhou Wanshun applied to the Lanzhou Intermediate People's Court for bankruptcy reorganization and pre-reorganization of the company on July 10, 2025[118] - During the reporting period, the company's actual controllers, Mr. Chen Zhijian and Ms. Chen Shaofeng, and the controlling shareholder, had no unfulfilled effective court judgments or large overdue debts[119] Significant Related Party Transactions The company engaged in routine related party transactions, including procurement, services, and sales, and terminated a significant related party transaction involving a private placement to its controlling shareholder Related Party Transactions Related to Daily Operations The company conducted various daily operational related party transactions, including purchasing products and raw materials, receiving leasing and outsourced processing services, and providing outsourced processing and selling products to affiliates Related Party Transactions (Procurement/Services Received) | Related Party | Related Transaction Type | Related Transaction Content | Related Transaction Amount (RMB 10,000) | Approved Transaction Limit (RMB 10,000) | | :--- | :--- | :--- | :--- | :--- | | Hebei Shangdu Environmental Technology Co., Ltd. | Purchase of products from related party | Purchase of products | 57.82 | 180 | | Shijiazhuang Xinnuo Chemical Co., Ltd. | Purchase of raw materials from related party | Purchase of raw materials | 1,414.29 | 3,600 | | Cangzhou Lingang Yanu Biomedical Co., Ltd. | Receipt of services from related party | Lease | 305.31 | 690 | | Cangzhou Lingang Yanu Biomedical Co., Ltd. | Receipt of services from related party | Acceptance of outsourced processing | 355.75 | 2,000 | Related Party Transactions (Sales/Services Provided) | Related Party | Related Transaction Content | Related Transaction Amount (RMB 10,000) | | :--- | :--- | :--- | | Wuhai City Lanya Chemical Co., Ltd. | Provision of outsourced processing services | 201.95 | | Wuhai City Lanya Chemical Co., Ltd. | Sale of products | 486.73 | Other Significant Related Party Transactions The company terminated its planned private placement to controlling shareholder Guangzhou Wanshun, despite initial regulatory acceptance, due to litigation and internal reasons, with the exchange ceasing its review - The company planned to issue 96.88 million shares to Guangzhou Wanshun Technology Co., Ltd., with Guangzhou Wanshun subscribing for all shares in cash, and becoming the company's controlling shareholder upon completion[128] - The application for this private placement was accepted by the Shenzhen Stock Exchange and underwent two rounds of review inquiries[130][131][133] - Due to a lawsuit filed by Chang XX requesting the revocation of the company's third extraordinary general meeting resolution in 2024, the court once ruled to halt the private placement of shares[134][135] - On January 21, 2025, the company's board of directors decided to terminate the private placement of shares to specific targets and voluntarily applied to the Shenzhen Stock Exchange to withdraw the relevant application documents[137] - On February 8, 2025, the Shenzhen Stock Exchange decided to terminate the review of the company's application for private placement of shares to specific targets[138] Significant Contracts and Their Performance The company has a significant lease contract for a sewage treatment center and provided multiple joint liability guarantees for its subsidiary, totaling RMB 64.26 million, which exceeds 50% of its negative net assets Custody, Contracting, and Leasing Matters The company had no custody or contracting arrangements. In leasing, its controlled subsidiary leased a sewage treatment center for an annual rent of RMB 6.9 million - The company had no custody arrangements during the reporting period[141] - The company had no contracting arrangements during the reporting period[142] - The company's controlled subsidiary, Cangzhou Lingang Yanu Chemical Co., Ltd., leases a sewage treatment center, with an annual rent of RMB 6.90 million[144] Significant Guarantees The company provided multiple joint liability guarantees for its subsidiary, Cangzhou Lingang Yanu Chemical Co., Ltd., with an actual guarantee balance of RMB 64.26 million, representing -72.51% of its net assets Company's Guarantees for Subsidiaries | Guaranteed Party Name | Guarantee Limit (RMB 10,000) | Actual Guarantee Amount (RMB 10,000) | Guarantee Type | Fulfilled | | :--- | :--- | :--- | :--- | :--- | | Cangzhou Lingang Yanu Chemical Co., Ltd. | 4,947 | 4,947 | Joint and several liability guarantee | No | | Cangzhou Lingang Yanu Chemical Co., Ltd. | 1,530 | 1,479 | Joint and several liability guarantee | No | - The total approved guarantee limit for subsidiaries at the end of the reporting period was RMB 64.77 million, with an actual guarantee balance totaling RMB 64.26 million[146] - The actual total guarantee amount accounted for -72.51% of the company's net assets, and the amount exceeding 50% of net assets was RMB 64.26 million[147] Explanation of Other Significant Matters The company's stock received a delisting risk warning, its controlling shareholder's shares are pledged, and the company faces bankruptcy reorganization. The former largest shareholder's shares were judicially enforced, and the controlling shareholder's share increase plan remains unfulfilled, with a change in controlling shareholder - The company's stock trading was subject to a delisting risk warning from April 30, 2025, with the stock abbreviation changed to “*ST Asia-Pacific”, due to negative net assets at the end of 2024[149] - Controlling shareholder Guangzhou Wanshun pledged 3.35 million of its directly held company shares; as of the report disclosure date, 86.51% of its total voting shares are pledged, and 76.14% are judicially frozen and marked[150][151] - The company failed to repay a RMB 213.85 million loan to Guangzhou Wanshun, leading to a bankruptcy reorganization and pre-reorganization application; the Lanzhou Intermediate People's Court has initiated pre-reorganization, and 12 potential investors have submitted application materials[152][153][154] - Shares held by the former largest shareholder, Lanzhou Asia-Pacific Mining Group Co., Ltd., were forcibly sold or liquidated by the Lanzhou Chengguan District People's Court, with some remaining unsold[157][158][159] - Controlling shareholder Guangzhou Wanshun's share increase plan (intended to increase by no less than RMB 30 million) was not completed, with RMB 10.032814 million accumulated, and the fulfillment period extended by 6 months to September 19, 2025[162] - On March 19, 2025, Guangzhou Wanshun became the controlling shareholder through share increase, holding 17.05% of the company's voting shares. As of the report disclosure date, it holds 16.06% of the company's voting shares[164][165] Significant Matters of Company Subsidiaries The company's controlled subsidiary, Cangzhou Lingang Yanu Chemical Co., Ltd., completed business scope changes on April 15, 2025, due to business development needs - The company's controlled subsidiary, Cangzhou Lingang Yanu Chemical Co., Ltd., completed industrial and commercial change registration procedures on April 15, 2025, changing its business scope[166] Part VI Share Changes and Shareholder Information This section details the company's share capital, issuance, shareholder structure, and changes in control during the reporting period Share Change Information The company's total share capital of 323.27 million shares remained unchanged, with no changes in restricted or unrestricted shares, all being unrestricted tradable shares Share Change Information The company's total share capital and the structure of restricted and unrestricted shares remained unchanged, with 323.27 million shares all being unrestricted tradable shares | Item | Number of Shares Before Change (shares) | Proportion Before Change | Net Increase/Decrease in This Change (shares) | Number of Shares After Change (shares) | Proportion After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 0 | 0.00% | 0 | 0 | 0.00% | | II. Unrestricted Shares | 323,270,000 | 100.00% | 0 | 323,270,000 | 100.00% | | III. Total Shares | 323,270,000 | 100.00% | 0 | 323,270,000 | 100.00% | - The company's total share capital remained unchanged during the reporting period, with no share repurchases or centralized bidding reductions of repurchased shares[170] Changes in Restricted Shares The company had no changes in restricted shares during the reporting period, as all shares are unrestricted tradable shares - The company had no changes in restricted shares during the reporting period[170] Securities Issuance and Listing Information The company had no new securities issuance or listing during the reporting period, indicating no equity financing through new shares - The company had no securities issuance and listing during the reporting period[170] Shareholder Numbers and Shareholding Information As of period-end, the company had 13,364 common shareholders. Lanzhou Asia-Pacific Mining Group and its concerted party held a significant stake, with some shares pledged or frozen. Guangzhou Wanshun Technology Co., Ltd. controlled 16.06% of voting rights - The total number of common shareholders at the end of the reporting period was 13,364[171] 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) | Pledged, Marked, or Frozen Status (number) | | :--- | :--- | :--- | :--- | :--- | | Lanzhou Asia-Pacific Mining Group Co., Ltd. | Domestic Non-State-Owned Legal Person | 8.96% | 28,977,295.00 | Pledged: 23,300,000; Marked: 23,300,000; Frozen: 5,677,295.00 | | Lanzhou Taihua Investment Holding Co., Ltd. | Domestic Non-State-Owned Legal Person | 6.06% | 19,583,700.00 | Pledged: 18,257,200; Frozen: 10,583,700 | | Guangzhou Wanshun Technology Co., Ltd. | Domestic Non-State-Owned Legal Person | 1.04% | 3,350,000.00 | Not applicable: 0 | - Lanzhou Asia-Pacific Mining Group Co., Ltd. and its concerted party, Lanzhou Taihua Investment Holding Co., Ltd., irrevocably entrusted all their voting rights in the company (48,560,995 shares, accounting for 15.02% of the company's total share capital) to Guangzhou Wanshun Technology Co., Ltd[172][173] Changes in Shareholdings of Directors, Supervisors, and Senior Management There were no changes in the shareholdings of the company's directors, supervisors, and senior management during the reporting period - The shareholdings of the company's directors, supervisors, and senior management did not change during the reporting period[174] Changes in Controlling Shareholder or Actual Controller The company's controlling shareholder changed to Guangzhou Wanshun Technology Co., Ltd. on March 19, 2025, while the actual controllers, Chen Zhijian and Chen Shaofeng, remained unchanged - The new controlling shareholder is Guangzhou Wanshun Technology Co., Ltd., with the change date being March 19, 2025[175] - The company's actual controllers did not change during the reporting period[175] Preferred Share Information The company had no preferred shares during the reporting period, indicating their absence from its capital structure - The company had no preferred shares during the reporting period[176] Part VII Bond-Related Information The company had no bond-related activities during the reporting period, neither issuing nor holding any bonds Bond-Related Information The company had no bond-related activities during the reporting period, neither issuing nor holding any bonds - The company had no bond-related information during the reporting period[178] Part VIII Financial Report This section presents the company's unaudited semi-annual consolidated and parent company financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in equity Audit Report The company's semi-annual financial report was unaudited, therefore no audit report is attached - The company's semi-annual financial report was unaudited[180] Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in equity for the 2025 semi-annual period Consolidated Balance Sheet (Period-End Balance) | Item | Period-End Balance (yuan) | | :--- | :--- | | Total Assets | 581,564,115.10 | | Total Liabilities | 541,411,877.17 | | Total Owners' Equity Attributable to Parent Company | -88,623,089.71 | | Minority Interests | 128,775,327.64 | | Total Owners' Equity | 40,152,237.93 | Consolidated Income Statement (Current Period Amount) | Item | Current Period Amount (yuan) | | :--- | :--- | | Total Operating Revenue | 222,540,174.31 | | Total Operating Cost | 236,566,301.90 | | Operating Profit | -12,809,398.33 | | Total Profit | -24,680,524.40 | | Net Profit | -24,389,315.67 | | Net Profit Attributable to Parent Company Shareholders | -23,722,119.05 | | Basic Earnings Per Share (yuan/share) | -0.0734 | Consolidated Cash Flow Statement (Current Period Amount) | Item | Current Period Amount (yuan) | | :--- | :--- | | Net Cash Flow from Operating Activities | -8,903,855.83 | | Net Cash Flow from Investing Activities | 4,289,819.06 | | Net Cash Flow from Financing Activities | -8,146,799.97 | | Net Increase in Cash and Cash Equivalents | -12,660,916.85 | Consolidated Balance Sheet As of June 30, 2025, consolidated total assets were RMB 582 million, with total liabilities of RMB 541 million, and net assets attributable to parent company shareholders at -RMB 88.62 million Consolidated Balance Sheet Key Data (Period-End Balance) | Item | Period-End Balance (yuan) | | :--- | :--- | | Cash and Bank Balances | 26,398,213.12 | | Accounts Receivable | 84,623,834.81 | | Inventories | 105,843,133.32 | | Fixed Assets | 226,998,087.45 | | Short-Term Borrowings | 97,128,033.35 | | Other Payables | 277,904,058.95 | | Total Owners' Equity Attributable to Parent Company | -88,623,089.71 | Parent Company Balance Sheet As of June 30, 2025, the parent company's total assets were RMB 235 million, total liabilities RMB 279 million, and total owner's equity -RMB 43.78 million Parent Company Balance Sheet Key Data (Period-End Balance) | Item | Period-End Balance (yuan) | | :--- | :--- | | Total Assets | 234,856,864.48 | | Total Liabilities | 278,634,180.50 | | Total Owners' Equity | -43,777,316.02 | | Long-Term Equity Investments | 195,661,143.00 | | Other Payables | 274,674,911.24 | Consolidated Income Statement For the 2025 semi-annual period, consolidated total operating revenue was RMB 223 million, a decrease of 8.88%, resulting in a net loss of RMB 24.39 million and a basic EPS of -RMB 0.0734 Consolidated Income Statement Key Data (Current Period Amount) | Item | Current Period Amount (yuan) | Prior Period Amount (yuan) | | :--- | :--- | :--- | | Total Operating Revenue | 222,540,174.31 | 244,228,634.61 | | Total Operating Cost | 236,566,301.90 | 266,620,494.13 | | Operating Profit | -12,809,398.33 | -20,450,249.39 | | Total Profit | -24,680,524.40 | -20,422,025.74 | | Net Profit | -24,389,315.67 | -17,311,002.46 | | Net Profit Attributable to Parent Company Shareholders | -23,722,119.05 | -14,193,619.77 | | Basic Earnings Per Share (yuan/share) | -0.0734 | -0.0439 | Parent Company Income Statement For the 2025 semi-annual period, the parent company reported zero operating revenue, a net loss of RMB 14.65 million, and a basic EPS of -RMB 0.0453, primarily due to a significant increase in non-operating expenses Parent Company Income Statement Key Data (Current Period Amount) | Item | 2025 Semi-Annual (yuan) | 2024 Semi-Annual (yuan) | | :--- | :--- | :--- | | Operating Revenue | 0.00 | 0.00 | | Operating Profit | -3,037,737.18 | -3,128,452.73 | | Total Profit | -14,654,268.59 | -3,129,460.14 | | Net Profit | -14,654,268.59 | -3,069,046.44 | | Non-Operating Expenses | 11,616,531.41 | 1,007.41 | | Basic Earnings Per Share (yuan/share) | -0.0453 | -0.0095 | Consolidated Cash Flow Statement For the 2025 semi-annual period, operating cash flow turned negative at -RMB 8.90 million, investment cash flow was positive at RMB 4.29 million, and financing cash flow was -RMB 8.15 million, leading to a net decrease in cash and cash equivalents of -RMB 12.66 million Consolidated Cash Flow Statement Key Data (Current Period Amount) | Item | 2025 Semi-Annual (yuan) | 2024 Semi-Annual (yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -8,903,855.83 | 10,220,473.95 | | Net Cash Flow from Investing Activities | 4,289,819.06 | -2,545,559.58 | | Net Cash Flow from Financing Activities | -8,146,799.97 | -4,386,799.99 | | Net Increase in Cash and Cash Equivalents | -12,660,916.85 | 3,557,158.26 | | Cash and Cash Equivalents at Period-End | 21,394,719.74 | 36,248,121.85 | - Net cash flow from operating activities decreased by 187.12% year-on-year, primarily due to an increase in inventory[57] - Net cash flow from investing activities increased by 268.52% year-on-year, primarily due to increased cash received from matured structured deposits of subsidiaries[57] Parent Company Cash Flow Statement For the 2025 semi-annual period, the parent company's operating cash flow was -RMB 5.65 million, investment cash flow was RMB 5.65 million, and financing cash flow was zero, with a period-end cash and cash equivalents balance of RMB 0.143 million Parent Company Cash Flow Statement Key Data (Current Period Amount) | Item | 2025 Semi-Annual (yuan) | 2024 Semi-Annual (yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -5,648,717.76 | -7,239,656.88 | | Net Cash Flow from Investing Activities | 5,649,000.00 | 4,080,000.00 | | Net Cash Flow from Financing Activities | 0.00 | 1,900,000.00 | | Net Increase in Cash and Cash Equivalents | 282.24 | -1,259,656.88 | | Cash and Cash Equivalents at Period-End | 14