Core Viewpoint - After two consecutive years of losses, *ST Lanzhou Huanghe is shifting its focus to the beverage business, particularly through the acquisition of Yiwang Juice, indicating a strategic pivot to find new growth opportunities in a challenging beer market [1][3][5]. Group 1: Company Overview - *ST Lanzhou Huanghe is a regional brand engaged in the production and sale of beer and beverages, with its main brands being "Yellow River" and "Qinghai Lake," accounting for over 90% of its main business [2]. - The company has been facing declining revenue, with a significant drop from 1.86 billion in 2021 to 970 million in 2025, reflecting a continuous downward trend [8]. Group 2: Financial Performance - In the first half of 2025, *ST Lanzhou Huanghe reported revenue of 96.84 million, a 15.82% decrease from 115 million in the same period of 2024, with a net loss of 11.91 million, marking a 45.29% increase in loss [6]. - The sales of beer and beverage products primarily rely on a distribution model, with beverage sales declining by 20.64% to 11.56 million [7]. Group 3: Strategic Moves - The company plans to establish a joint venture with Chongqing Chengbiao Agricultural Development and Yancheng Silk Road Anlu Investment, with a registered capital of 70 million, aiming to enhance its beverage business [3][4]. - The acquisition of Yiwang Juice, which specializes in concentrated apple juice, is part of a broader strategy to integrate the beverage supply chain and expand its market presence [5][12]. Group 4: Industry Context - The beer industry is currently in a period of adjustment, with major players like Qingdao Beer and Chongqing Beer also diversifying into non-beer products to seek growth [11]. - The overall beer production in China has seen a slight decline of 0.3% in the first half of 2025, indicating a challenging environment for traditional beer companies [10].

Core Viewpoint - *ST Lanhuang is attempting to reverse its ongoing business decline and consecutive years of losses by expanding into the beverage sector through strategic investments and partnerships [1][3]. Expansion of Beverage Business - On September 5, *ST Lanhuang announced plans to acquire 50.63% of Yiwang Juice Co., Ltd. for 0 yuan and will invest 26.9175 million yuan to fulfill the corresponding capital obligations, with 5 million yuan allocated to registered capital and 21.9175 million yuan to capital reserves [2]. - Yiwang Juice specializes in the research, production, and sales of concentrated apple juice, which is a key raw material in the beverage industry. Despite generating only 5.16 thousand yuan in revenue and a net loss of 221.77 thousand yuan in the first half of the year, the company projects revenues of 52.664 million yuan and a net profit of 3.6949 million yuan for 2024 [2]. - The establishment of a joint venture with Chongqing Chengbiao Agricultural Development Co., Ltd. and Yancheng Silk Road Anlu Equity Investment Partnership aims to enhance investment in the juice sector, with a registered capital of 70 million yuan, where *ST Lanhuang will contribute 35.7 million yuan for a 51% stake [3]. Ongoing Financial Losses - *ST Lanhuang has faced significant financial pressure, reporting net losses of 29.2442 million yuan, 46.7207 million yuan, and 99.87 million yuan from 2022 to 2024, with revenues declining from 266 million yuan to 211 million yuan over the same period [4]. - The company's struggles are attributed to prolonged control disputes that have hindered its ability to capitalize on opportunities in the beer industry, leading to a widening gap with leading competitors [5]. - The company is at risk of being delisted if it fails to meet revenue and profit thresholds, with projections indicating that its revenue may fall below 300 million yuan in 2025, necessitating the acquisition of Yiwang Juice and the establishment of a new beverage company as a short-term solution to avoid delisting [5]. Strategic Intent - The move to diversify into the beverage sector reflects *ST Lanhuang's strategy to improve its financial situation and seek new growth avenues, despite the recent poor performance of Yiwang Juice [3][6]. - The success of this strategy will depend on various factors, including market demand, product positioning, and effective marketing strategies, alongside efforts to control costs and enhance operational efficiency [6].

Core Viewpoint - Lanzhou Huanghe is determined to invest in the beverage industry despite facing challenges from industry shrinkage and competition from major players [1][5] Group 1: Company Strategy - Lanzhou Huanghe announced the acquisition of a 50.6329% stake in Wuzhong Yiwang Juice Co., Ltd. from Xi'an Chunguang Beverage Co., Ltd. for 0 yuan, committing to invest 26.9175 million yuan [1] - The newly established beverage company will focus on juice investment and development, aiming to enhance upstream and downstream synergy, optimize business structure, and explore new profit growth points [1][3] - The company plans to establish a new beverage company with a registered capital of 70 million yuan, with Lanzhou Huanghe holding a 51% stake [3] Group 2: Financial Performance - In the first half of the year, Lanzhou Huanghe's revenue decreased by 15.81% to 96.8357 million yuan, and the net profit attributable to shareholders was -11.9132 million yuan, a decline of 45.29% [6] - The company has 91.9128 million yuan in cash, and the two transactions will cost 62.6175 million yuan, indicating a significant financial commitment to the new projects [5] Group 3: Market Position and Competition - Lanzhou Huanghe once held over 70% market share in Gansu but has faced declining profits due to internal conflicts and competition from major brands like Budweiser and Tsingtao [3][6] - Competitors in the beverage sector, such as Yanjing Beer and Chongqing Beer, are also expanding their product lines, increasing the competitive pressure on Lanzhou Huanghe [6] Group 4: Future Outlook - The new actual controller, Tan Yuexin, has identified 2025 as a critical year for the company to return to profitability [3] - Analysts suggest that Lanzhou Huanghe should focus on innovative products that combine regional characteristics and health trends to differentiate itself from larger competitors [6]

Group 1 - The company held its 14th meeting of the 12th Board of Directors on September 4, 2025, to discuss urgent matters, with all 9 directors present [2][3][4] - The board unanimously approved the proposal to purchase a 50.6329% stake in Wuzhong Yiwang Juice Co., Ltd. [5][6] - The board also approved a proposal regarding passive financial assistance formed due to the equity purchase, which will be submitted to the shareholders' meeting for review [8][11] Group 2 - The company will hold its fourth extraordinary shareholders' meeting on September 25, 2025, to discuss the approved proposals [14][16] - The meeting will be conducted both in-person and via online voting, with specific timeframes for each voting method [19][20] - The company will provide a platform for shareholders to vote online, ensuring compliance with relevant regulations [19][26] Group 3 - The passive financial assistance of RMB 12.17 million was formed due to the acquisition of the stake in Yiwang Juice, which was previously provided by the original shareholders [33][34] - The financial assistance is expected to be short-term, with a repayment deadline set for December 31, 2025, at an interest rate of 3% per annum [39][40] - The total amount of passive financial assistance represents 2.50% of the company's latest audited net assets [41] Group 4 - The company plans to acquire the stake for RMB 0, while committing to fulfill the capital contribution obligations amounting to RMB 26.92 million [46][48] - The acquisition will not constitute a related party transaction or a major asset restructuring as per relevant regulations [48][49] - The financial health and repayment capability of the financial assistance recipients will be closely monitored to mitigate risks [40][41]

Core Viewpoint - *ST Lanzhou Yellow River (000929) plans to acquire 50.63% equity of Yiwang Juice, which is expected to significantly enhance its operating revenue after consolidation [1][3]. Summary by Sections Acquisition Details - The company intends to acquire 50.6329% of Yiwang Juice from Xi'an Chunguang Beverage Co., Ltd. for 0 yuan and will fulfill the corresponding capital obligations of 26.9175 million yuan, with 5 million yuan allocated to registered capital and 21.9175 million yuan to capital reserves [1][3]. Financial Impact - Post-acquisition, Yiwang Juice will become a subsidiary of Lanzhou Yellow River, included in the consolidated financial statements. Yiwang Juice is engaged in the research, production, and sales of concentrated apple juice, with projected revenue of 52.664 million yuan and net profit of 3.6949 million yuan for 2024 [3][4]. Current Financial Status - Lanzhou Yellow River has been under delisting risk warning since April 30, 2023, due to negative profit figures and insufficient revenue. The company reported a revenue of 96.84 million yuan in the first half of 2023, indicating a need to reach a revenue threshold of 300 million yuan to avoid delisting [4][5]. Recent Developments - In addition to the acquisition, the company established a new subsidiary with a 51% stake, further aiming to enhance its financial standing and operational efficiency [5][6]. Historical Context - Lanzhou Yellow River, originally established in 1983, has faced declining performance in recent years, with net profits in the negative for seven consecutive years. The company primarily produces beer, beverages, malt, and packaging [6][7]. Market Position - As of September 4, 2023, the total market value of Lanzhou Yellow River is only 1.614 billion yuan, reflecting its challenging market position [7].

Core Viewpoint - *ST Lanzhou Huanghe plans to acquire 50.63% stake in Yiwang Juice, which is expected to significantly enhance its revenue after consolidation [2][4]. Group 1: Acquisition Details - The company intends to acquire the stake for 0 yuan and will invest 26.9175 million yuan to fulfill the capital obligations associated with the acquisition [2]. - Following the transaction, Yiwang Juice will become a subsidiary of Lanzhou Huanghe and will be included in the consolidated financial statements [4]. Group 2: Financial Impact - Yiwang Juice is projected to generate 52.664 million yuan in revenue and 3.6949 million yuan in net profit for 2024 [4]. - Despite Yiwang Juice's small size, its inclusion in the financials is crucial for Lanzhou Huanghe, which reported revenue of less than 100 million yuan in the first half of the year [4][6]. Group 3: Company Background and Challenges - Lanzhou Huanghe has been under delisting risk warning since April 30 due to negative profit figures and revenue below 300 million yuan [6]. - The company has faced continuous losses in its core business for seven years, with a net profit of -14 million yuan in the first half of the year [6][7]. Group 4: Market Position - As of September 4, the total market capitalization of Lanzhou Huanghe was only 1.614 billion yuan [9].

Transaction Overview - The company plans to acquire 50.6329% equity of Yiwang Juice Co., Ltd. for a total of RMB 26,917,521.60, with RMB 5,000,000 allocated to registered capital and RMB 21,917,521.60 to capital reserves [1][2][17] - After the transaction, Yiwang Juice will become a subsidiary of the company and included in the consolidated financial statements [2][27] Approval Process - The board of directors unanimously approved the acquisition proposal with no votes against or abstentions [2][27] - The transaction does not constitute a related party transaction or a major asset restructuring as per relevant regulations [2][27] Target Company Information - Yiwang Juice Co., Ltd. is a limited liability company with a registered capital of RMB 9,875,000, established on September 18, 2024 [7][14] - The company specializes in the research, production, and sales of concentrated apple juice [14][27] Financial Data of Target Company - As of June 30, 2025, Yiwang Juice reported total assets of RMB 56,633,700 and total liabilities of RMB 30,389,100, resulting in net assets of RMB 26,244,595.53 [14][16] - The company generated revenue of RMB 5,266,400 in Q4 2024 and RMB 5,160 in Q2 2025, with a net loss of RMB 221,770 in the first half of 2025 [14][15] Strategic Importance - The acquisition is a significant step in the company's strategic layout in the beverage industry, aiming to enhance supply chain integration and expand its business scale [27] - Yiwang Juice's established procurement and sales channels will strengthen the company's competitive position and profitability in the beverage sector [27]

Core Viewpoint - *ST Lanhua plans to acquire a 50.63% stake in Wuzhong Yiwang Juice Co., Ltd. for 0 yuan and will fulfill the corresponding capital contribution obligation of 26.9175 million yuan, making Yiwang Juice a subsidiary included in the consolidated financial statements of the company [1] Group 1 - The acquisition involves a stake corresponding to a registered capital of 5 million yuan, which has not yet been contributed [1] - Yiwang Juice specializes in the research, production, and sales of concentrated apple juice and has a modern production facility [1]

Group 1 - The global beverage market demand is surging, leading to a significant increase in juice exports from Weinan, with 14,000 tons exported in the first half of the year, valued at 130 million yuan, representing a year-on-year growth of 85.5% [1] - From January to July, Weinan Customs supervised juice exports totaling 30,000 tons, worth 320 million yuan, marking a year-on-year increase of 70.8%, including various types such as concentrated apple juice and concentrated pear juice [1] - Weinan is a core production area for fresh apples in China, benefiting from unique climatic conditions that enhance fruit quality, leading to a robust juice industry with a complete processing chain [1] Group 2 - To support enterprises in expanding exports, Weinan Customs has established a regulatory service studio for agricultural and food products, implementing various facilitation measures to enhance product traceability and quality management [2] - The customs authority aims to continuously improve the efficiency and service level of agricultural and food product regulation, focusing on local specialties and exploring the export potential of high-quality agricultural products [2]

Group 1 - The core viewpoint is that the juice export industry in Weinan is experiencing significant growth, with a notable increase in both volume and value of exports due to rising global demand for beverages [1][2] - Weinan Haoliyuan Fruit Industry Co., Ltd. exported 14,000 tons of juice in the first half of the year, generating a revenue of 130 million yuan, which represents an 85.5% year-on-year increase [1] - From January to July, Weinan Customs supervised juice exports totaling 30,000 tons, valued at 320 million yuan, marking a 70.8% year-on-year growth, with products being popular in markets such as the USA, Australia, Canada, and Singapore [1] Group 2 - Weinan Customs has established a regulatory service studio for import and export agricultural products, implementing various supportive measures to enhance the export capabilities of local enterprises [2] - The customs authority aims to improve the efficiency and service level of agricultural product regulation, focusing on unique local products to boost export quality and quantity [2]