General Principles - The rules are established to regulate the behavior of Tianshui Zhongxing Mushroom Industry Technology Co., Ltd. and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [1][2] Types of Shareholder Meetings - Shareholder meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [2][3] - Temporary meetings must be convened within two months if circumstances arise that require such meetings [2][3] Legal Opinions and Compliance - The company must hire a lawyer to provide legal opinions on the legality of the meeting's procedures, participant qualifications, and voting results [2][3] Convening Shareholder Meetings - The board of directors is responsible for convening meetings within the specified time frame and must respond to requests from independent directors or shareholders holding over 10% of shares [3][4] - If the board fails to convene a meeting, the audit committee or shareholders can independently call for a meeting [4][5] Proposals and Notifications - Proposals must fall within the scope of the shareholder meeting's authority and be submitted in writing at least ten days before the meeting [5][6] - Notifications for annual meetings must be sent at least twenty days in advance, while temporary meetings require a fifteen-day notice [6][7] Meeting Procedures - Shareholder meetings must be held at the company's registered location and can utilize online methods to facilitate participation [8][9] - Shareholders must present valid identification to attend, and proxy representatives must provide authorization documents [9][10] Voting and Decision-Making - Voting must be conducted in a transparent manner, with results announced immediately after the meeting [15][16] - Shareholders with conflicts of interest must abstain from voting on related matters [12][19] Record Keeping and Disclosure - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [16][17] - Any resolutions passed must be promptly disclosed to shareholders and relevant authorities [16][17] Amendments and Effectiveness - The rules take effect upon approval by the shareholder meeting and can only be amended through a similar process [57][58]

Core Points - The document outlines the management system for the shares held by directors and senior management of Tianshui Zhongxing Mushroom Industry Technology Co., Ltd, emphasizing compliance with relevant laws and regulations [2][3][16] Group 1: General Provisions - The management system is established to strengthen the oversight of shares held by directors and senior management, in accordance with the Company Law and Securities Law of the People's Republic of China [2] - The system applies to directors, senior management, and other specified individuals or organizations holding shares in the company [2] - Shares held by directors and senior management include those registered in their names and those held in others' accounts [2] Group 2: Information Reporting - Directors and senior management must report their personal and immediate family members' information to the Shenzhen Stock Exchange within specified timeframes [7][8] - The reported information is considered an application for managing their shares according to relevant regulations [4] Group 3: Share Lock-up - Shares acquired by directors and senior management through various means are subject to a 75% automatic lock-up for newly acquired unrestricted shares within a year of the company's listing [6] - Conditions for transferring shares held by directors and senior management include performance assessments and lock-up periods [10] Group 4: Share Trading Restrictions - Directors and senior management are prohibited from transferring shares within six months of leaving their positions and are limited to selling no more than 25% of their holdings annually [7][16] - Specific periods are defined during which directors and senior management cannot buy or sell shares, particularly around financial report announcements [8][9] Group 5: Information Disclosure - Changes in shareholdings by directors and senior management must be disclosed within two trading days [12] - Any planned share reductions must be reported to the Shenzhen Stock Exchange 15 trading days in advance [21] Group 6: Compliance and Penalties - Violations of the share trading regulations result in the company reclaiming any profits made from such transactions [16] - The board of directors is responsible for interpreting and revising the management system [29]

Core Viewpoint - The company emphasizes its commitment to social responsibility, aiming for sustainable development while balancing economic benefits with the interests of various stakeholders, including shareholders, creditors, employees, customers, suppliers, and the community [1][2]. Group 1: General Principles - The company establishes a social responsibility system to align with national laws and regulations, promoting comprehensive development and environmental protection [1]. - Social responsibility encompasses obligations to various stakeholders, including the protection of shareholder interests and engagement in environmental and public welfare initiatives [1]. Group 2: Protection of Shareholder and Creditor Rights - The company is committed to enhancing its governance structure and ensuring fair treatment of all shareholders, providing them with legal rights [2]. - It will implement a stable profit distribution policy and ensure financial health while considering the interests of creditors [2][3]. Group 3: Employee Rights Protection - The company adheres to labor laws, ensuring the protection of employee rights and promoting a harmonious labor relationship [5][6]. - It will establish a fair compensation system and provide a safe working environment, while also respecting employees' personal rights [5][6]. Group 4: Protection of Suppliers, Customers, and Consumers - The company commits to honesty and integrity in dealings with suppliers, customers, and consumers, ensuring product safety and addressing complaints effectively [16][17]. - It will maintain confidentiality of supplier and customer information and prevent commercial bribery [21][22]. Group 5: Environmental Protection and Sustainable Development - The company aims to integrate environmental protection into its development strategy, complying with relevant laws and promoting energy efficiency [23][24]. - It will establish an environmental management system and report on its environmental impact and sustainability efforts [25][26]. Group 6: Public Relations and Social Welfare - The company will engage with the community and participate in social welfare activities, contributing to local economic development [30][31]. - It aims to create job opportunities, particularly for rural laborers, and enhance product quality through innovation [33][34]. Group 7: System Construction and Information Disclosure - The board of directors will regularly evaluate the implementation of the social responsibility system and publish a social responsibility report alongside the annual report [35][36]. - The report will address issues related to employee protection, environmental pollution, and community relations [36].

Core Viewpoint - The document outlines the management system for related party transactions of Tianshui Zhongxing Mushroom Industry Technology Co., Ltd, ensuring fairness, transparency, and compliance with relevant laws and regulations [1][2][3]. Group 1: General Principles - The related party transactions must adhere to principles of equality, voluntariness, equivalence, and compensation [1][2]. - Transactions should be documented in written agreements that clarify the rights, obligations, and legal responsibilities of both parties [1][2]. - Related parties with voting rights at shareholder meetings must abstain from voting on related transaction matters [1][2]. Group 2: Definition and Scope of Related Parties - Related parties include both legal entities and natural persons that have significant control or ownership over the company [2][3]. - Legal entities that control the company directly or indirectly, or hold more than 5% of the company's shares, are considered related parties [2][3]. Group 3: Transaction Pricing and Management - The pricing of related party transactions should follow a hierarchy: state pricing, market price, cost-plus pricing, and negotiated pricing [10][11]. - Transactions must be settled monthly based on the agreed price and actual transaction quantity [11]. Group 4: Decision-Making Procedures and Disclosure - Transactions exceeding certain thresholds must be approved by a majority of independent directors and disclosed to the board [12][13]. - Transactions with amounts exceeding 30,000 yuan with natural persons or 3 million yuan with legal entities must be disclosed [12][13]. Group 5: Supervision and Compliance - The audit committee is responsible for overseeing related party transactions [35]. - Internal audit departments must conduct quarterly checks on the implementation of related transactions and report findings to the board [36][37]. Group 6: Miscellaneous Provisions - The document specifies that related party transactions must not harm the interests of the company and minority shareholders [10][19]. - The management system will take effect upon approval by the company's shareholders [42].

Core Points - The document outlines the external guarantee management system of Tianshui Zhongxing Mushroom Industry Technology Co., Ltd, aiming to regulate external guarantees and control debt risks [1][2] - The system is based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, and is tailored to the company's actual situation [1][2] Group 1: General Principles - The external guarantee refers to the company providing guarantees for others, including subsidiaries, and involves various forms such as asset pledges and bank guarantees [2] - The company must adhere to principles of equality, voluntariness, mutual benefit, safety, integrity, and legality in providing guarantees [2][3] - The board of directors or shareholders' meeting must approve any external guarantees, and no individual can sign guarantee contracts without authorization [3][6] Group 2: Conditions for External Guarantees - The company can provide guarantees for entities with independent legal status that meet specific conditions, such as having strong debt repayment capabilities [7] - If a non-related party requests a guarantee but does not meet the specified conditions, it can only be approved with a two-thirds majority of the board or shareholders [8][9] - The board must thoroughly understand the financial and operational status of the party being guaranteed before making a decision [9][10] Group 3: Approval Authority - Guarantees exceeding 10% of the company's latest audited net assets or 50% of total assets require shareholder approval [14] - Related shareholders must abstain from voting on guarantees involving themselves or their affiliates [7][14] - The company must ensure that all shareholders provide equal guarantees for subsidiaries when applicable [8][12] Group 4: Execution and Risk Management - The finance department is responsible for managing external guarantees, including credit investigations and contract drafting [27][28] - The company must monitor the financial status of guaranteed parties and take necessary actions if repayment capabilities deteriorate [31][32] - In case of default, the company should initiate recovery procedures promptly [33][34] Group 5: Information Disclosure - The company is obligated to disclose information regarding external guarantees in accordance with relevant regulations [38] - Timely disclosure is required if the guaranteed party fails to meet repayment obligations or faces bankruptcy [39]

Core Viewpoint - The company plans to issue a maximum of RMB 500 million in technology innovation bonds to enhance its financing channels, reduce costs, and optimize its debt structure in response to national policies on technological innovation [1][2] Group 1: Bond Issuance Details - The company will apply to the China Interbank Market Dealers Association for the registration and issuance of the bonds, with the issuance amount not exceeding RMB 500 million [1] - The issuance will be subject to market conditions and will involve qualified investors as per regulatory requirements [1] Group 2: Authorization and Management - The board of directors seeks authorization from the shareholders' meeting to allow the management team to make decisions regarding the bond issuance, including terms such as scale, duration, interest rates, and repayment methods [1] - The board will also have the authority to adjust the issuance plan based on regulatory changes and market conditions [2] Group 3: Impact of Bond Issuance - Successful issuance of the bonds is expected to diversify financing channels, improve cash flow, enhance liquidity management, and provide stable funding support for the company's strategic development [1] - The issuance aligns with the interests of the company and all shareholders, ensuring no harm to minority shareholders [1]

Core Viewpoint - The company reported a significant increase in net profit for the first half of 2025, despite a slight decline in revenue compared to the same period last year. Financial Performance - Operating revenue for the reporting period was CNY 907,845,326.28, a decrease of 0.75% from CNY 914,678,822.16 in the same period last year [1] - Net profit attributable to shareholders was CNY 69,019,917.47, representing a 134.13% increase from CNY 29,478,836.92 [1] - Net profit after deducting non-recurring gains and losses was not specified [1] - Net cash flow from operating activities was CNY 150,489,987.90, down 16.76% from CNY 180,800,164.60 [1] - Basic earnings per share increased to CNY 0.1840 from CNY 0.0750, a rise of 145.33% [1] - Diluted earnings per share also increased to CNY 0.1840 from CNY 0.0750, a rise of 145.33% [1] - The weighted average return on equity was 2.07%, up from 0.86%, an increase of 1.21% [1] Asset and Equity Status - Total assets at the end of the reporting period were CNY 6,477,146,674.05, an increase of 4.62% from CNY 6,190,908,422.74 [3] - Net assets attributable to shareholders were CNY 3,256,160,032.19, a decrease of 1.84% from CNY 3,317,126,129.96 [3] Shareholder Information - The total number of shareholders at the end of the reporting period was 33,443 [3] - Major shareholders include: - Tao Jun: 28.01% (110,136,094 shares) [3] - Tian De: 7.92% (31,132,277 shares) [3] - Other significant shareholders include various entities and individuals with smaller percentages [3] Important Events - The company plans to provide guarantees not exceeding CNY 1,970 million for certain subsidiaries [5] - A total investment of CNY 122.52 million is planned for the transformation of a production line [6] - The company has completed a share buyback of 18,498,826 shares, accounting for 4.7042% of total shares, with a total expenditure of CNY 142,973,058.63 [7] - A cash dividend of CNY 3.00 per 10 shares was approved for distribution to shareholders [8] - The controlling shareholder has pledged 62,310,000 shares, representing 44.11% of their holdings and 15.85% of the company's total shares [9]

Core Viewpoint - Tianshui Zhongxing Bio-technology Co., Ltd. reported a slight decrease in revenue but a significant increase in net profit for the first half of 2025, indicating improved profitability despite a challenging revenue environment [2][3]. Company Overview and Financial Indicators - The company operates in the agricultural sector, focusing on the research, cultivation, and sales of edible and medicinal fungi [3][5]. - Key financial metrics for the first half of 2025 include: - Revenue: CNY 907.85 million, a decrease of 0.75% from CNY 914.68 million in the same period last year [2][15]. - Net profit attributable to shareholders: CNY 69.02 million, an increase of 134.13% from CNY 29.48 million [2][15]. - Basic earnings per share: CNY 0.184, up 145.33% from CNY 0.075 [2][15]. - Total assets: CNY 6.48 billion, an increase of 4.62% from CNY 6.19 billion [2][15]. Business Operations - The company primarily engages in the cultivation of edible mushrooms, with a focus on Jinzheng mushrooms and double-capped mushrooms [5][6]. - The company has diversified its operations by exploring the cultivation of rare medicinal fungi, including a project for the industrialized cultivation of Cordyceps [4][5]. - The company has established production bases across several provinces, including Gansu, Shaanxi, Shandong, and Jiangsu, enhancing its operational footprint [5][12]. Sales and Revenue Composition - The revenue breakdown for the first half of 2025 shows: - Jinzheng mushrooms: CNY 320.65 million, accounting for 35.32% of total revenue, down 15.98% year-on-year [16]. - Double-capped mushrooms: CNY 572.30 million, representing 63.04% of total revenue, up 9.10% year-on-year [16]. - The company also reported revenue from rental business, which increased significantly by 111.79% [16]. Market and Competitive Position - The company benefits from a well-distributed production base, particularly in regions with abundant agricultural by-products, which helps reduce raw material costs [12][13]. - The company employs a factory-based production model that allows for year-round production, ensuring a stable supply of high-quality products [7][13]. - The company has received various certifications, including ISO 9001:2015 and HACCP, which enhance its credibility and product quality assurance [13][14]. Future Outlook - The company is actively pursuing diversification strategies, including the establishment of a southwestern headquarters for the edible and medicinal fungi industry, focusing on the cultivation of Cordyceps [4][5]. - The ongoing projects may face uncertainties related to policy changes, market conditions, and operational risks, which could impact future profitability [4][5].

Meeting Overview - The fifth meeting of the Supervisory Board of Tianshui Zhongxing Mushroom Industry Technology Co., Ltd. was held on August 15, 2025, via telecommunication, with all three supervisors present [1][2]. Resolutions Passed - The Supervisory Board approved the "2025 Half-Year Report Full Text and Summary," confirming that the report accurately reflects the company's actual situation without any false records or misleading statements [1][2]. - The Supervisory Board agreed to reappoint Zhongshun Zhonghuan Accounting Firm as the auditing institution for the year 2025, recognizing its independence and professional competence [2][3]. - The Supervisory Board approved the proposal to issue technology innovation bonds, which will be submitted for review at the company's second extraordinary general meeting of shareholders in 2025 [3]. Voting Results - All resolutions received unanimous support with 3 votes in favor, 0 against, 0 abstentions, and 0 recusal [2][3].

Group 1 - The company, Zhongxing Junye, announced its board's approval to apply for the registration and issuance of technology innovation bonds not exceeding RMB 5 billion, including 5 billion [2]