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庄园牧场:H股公告-2021中期报告(英文版)2021-09-25  

                        About Us
We, Lanzhou Zhuangyuan Pasture Co., Ltd.*                                   (the “Company”, together with its subsidiaries,
the “Group”) are one of the leading dairy companies in Gansu Province and Qinghai Province in the PRC where our
operations and sales are primarily located and we operate on a vertically integrated business model. Our business model
covers the critical links of the dairy industry value chain, from dairy farming, to manufacturing, and then to marketing and
sales of dairy products. Our dairy farming operations aim to ensure a stable supply of high quality raw milk for our dairy
product manufacturing. We believe our business model allows stringent control over each important process of dairy
production and thereby guarantees the high quality and safety of our dairy products.




*      For identification purpose only
Contents
2    Corporate Information
4    Interim Results Highlights
5    Management Discussion and Analysis
27   Other Information
31   Review Report
32   Consolidated Balance Sheet
35   Consolidated Income Statement
36   Consolidated Cash Flow Statement
37   Consolidated Statement of Changes in
       Shareholders’ Equity
39   Balance Sheet of the Parent Company
41   Income Statement of the Parent Company
42   Cash Flow Statement of the Parent Company
43   Statement of Changes in Shareholders’ Equity
       of the Parent Company
45   Notes to the Financial Statements




                                            INTERIM REPORT 2021   1
    Corporate Information


    BOARD OF DIRECTORS                  REMUNERATION AND APPRAISAL
    Non-Independent Directors           COMMITTEE
    Mr. Yao Gexian                      Mr. Wang Haipeng (Chairman)
    Mr. Lian Enzhong                    Mr. Ma Hongfu
    Mr. Zhang Yu                        Mr. Zhang Yubao
    Mr. Yang Yi
    Mr. Ma Hongfu                       NOMINATION COMMITTEE
    Ms. Zhang Qianyu                    Mr. Sun Jian (Chairman)
                                        Mr. Yao Gexian
    Independent Directors               Mr. Wang Haipeng
    Mr. Wang Haipeng
    Mr. Zhang Yubao                     STRATEGY COMMITTEE
    Mr. Sun Jian                        Mr. Yao Gexian (Chairman)
                                        Mr. Zhang Yubao
    Supervisors                         Mr. Xun Jian
    Ms. Du Wei
    Mr. Wang Fengming                   AUTHORISED REPRESENTATIVES
    Mr. Wang Xuefeng                    Mr. Ma Hongfu
                                        Ms. Ho Wing Yan (ACG, ACS(PE))
    AUDIT COMMITTEE
    Mr. Wang Haipeng (Chairman)         JOINT COMPANY SECRETARIES
    Mr. Zhang Yubao                     Ms. Zhang Qianyu (Executive Director)
    Mr. Sun Jian                        Ms. Ho Wing Yan (ACG, ACS(PE))


                                        STOCK CODE
                                        1533


                                        PRINCIPAL PLACE OF BUSINESS IN
                                        HONG KONG
                                        Suite 2703, 27/F
                                        Shui On Centre
                                        Nos. 6-8 Harbour Road
                                        Wanchai, Hong Kong


                                        REGISTERED OFFICE
                                        Sanjiaocheng Village
                                        Sanjiaocheng Town
                                        Yuzhong County
                                        Lanzhou, Gansu
                                        PRC


2   LANZHOU ZHUANGYUAN PASTURE CO LTD
Corporate Information




PRINCIPAL PLACE OF BUSINESS AND       PRINCIPAL BANK
HEAD OFFICE IN THE PRC                Agricultural Development Bank of China,
25th-26th Floors, Block B             Yuzhong County Branch
Shanghui Building of Gansu Province   No. 19, Tai Bai Road
No. 601, Yanyuan Road                 Yuzhong County
Chengguan District                    Lanzhou, Gansu
Lanzhou City, Gansu Province          PRC
PRC
                                      AUDITORS
H SHARE REGISTRAR AND TRANSFER        WUYIGE Certified Public Accountants LLP
OFFICE                                22F., Xueyuan International Tower
Union Registrars Limited              No. 1 Zhichun Road
Suites 3301-04, 33/F                  Haidian District
Two Chinachem Exchange Square         Beijing
338 King’s Road
North Point, Hong Kong                COMPANY WEBSITE
                                      http://www.lzzhuangyuan.com
LEGAL ADVISOR (AS TO HONG KONG
LAW)
Wan & Tang
23/F, Somptueux Central
52 Wellington Street
Central
Hong Kong




                                                                          INTERIM REPORT 2021   3
    Interim Results Highlights


    FINANCIAL HIGHLIGHTS
    Results
                                                                                                   Six months ended 30 June
                                                                                                           2021                     2020
                                                                                                      RMB’000                 RMB’000


    Revenue                                                                                             480,820                 324,987
    Gross profit                                                                                        149,560                  93,634
    Profit for the period attributable to equity shareholders of the Company                             22,854                   (1,975)
    Earnings per share    (RMB)(1)                                                                          0.10                    (0.01)


          Revenue increased by 47.95% as compared to the corresponding period in 2020.

          Gross profit increased by 59.73% as compared to the corresponding period in 2020.

          Profit for the period attributable to equity shareholders of the Company was RMB22,853,790.54 as compared to a
          loss of RMB1,975,054.39 for the corresponding period in 2020

    (1)   The calculation of earnings per share is based on the profit attributable to ordinary equity shareholders of the Company and the
          weighted average of ordinary shares in issue during the interim periods.




4   LANZHOU ZHUANGYUAN PASTURE CO LTD
Management Discussion and Analysis


BUSINESS OVERVIEW
We are one of the leading dairy companies in Gansu, Shaanxi and Qinghai in the PRC where our operations and sales
are primarily located and we operate on a vertically integrated business model. Our vertically integrated business model
covers the critical links of the dairy industry value chain, from dairy farming, to manufacturing, and then to marketing and
sales of dairy products. Our dairy farming operations aim to ensure a stable supply of high quality raw milk for our dairy
product manufacturing. We owned and operated seven dairy farms as at 30 June 2021. Our strategy is to expand the
herd size of dairy cows in our self-operated dairy farms and existing collectively-operated dairy farms so as to maintain
quality of our raw milk at source to satisfy our dairy product manufacturing needs. We believe our vertically integrated
business model allows stringent control over each important process of dairy production and thereby guarantees the high
quality and safety of our dairy products.

We offer a broad range of dairy products tailored to the needs and taste preferences of different consumer groups. Our
principal products sold to retail consumers, mainly through distributors and sales agents, include (i) liquid milk products,
which comprise pasteurised milk (i.e. fresh milk), sterilised milk, modified milk and yogurt; and (ii) milk beverages. We
place strong emphasis on our product development to continuously develop new products that meet the evolving tastes
and preference of our consumers, which differentiates us from our competitors in the region.

We are a major player in the sales of “Cold Chain Liquid Milk Products” (i.e. liquid milk product(s) that has a short shelf
life between 3 days to 21 days and need to be stored at low temperature of 2         C–6     C, which include pasteurised
milk and yogurt products) in the Gansu, Qinghai and Shaanxi regional markets. We believe that we are well positioned
to compete in the Cold Chain Liquid Milk Products market in Gansu, Shaanxi and Qinghai due to our close proximity to
the local market and our established local distribution network. We plan to continue to expand our cold chain production
capacity and distribution network to increase the sales of Cold Chain Liquid Milk Products in the Gansu, Qinghai and
Shaanxi regional markets and then further expand into other provinces in the northwestern China market.

While focusing on the Cold Chain Liquid Milk Products market, we also leverage on our strong brand recognition in the
regional market to continue to strengthen the sales of our popular modified milk, thereby maintaining our diversified
product offerings. Going forward, we intend to continue our efforts in the sales of our pasteurised milk, fermented milk
and modified milk products that are popular among local customers to maintain our diversified product offerings.




                                                                                                         INTERIM REPORT 2021    5
    Management Discussion and Analysis




    Dairy farming


           Number of dairy cows

            During the Reporting Period, our biological assets comprised dairy cows. Dairy cows are further
            categorised into calves, heifers and milkable cows. The following table sets out the number of our dairy
            cows as at 30 June 2021 and 30 June 2020:


                                                                                               At 30 June            At 30 June
                                                                                                     2021                   2020
                                                                                                   Heads                   Heads


            Milkable cows                                                                           8,840                  5,085
            Heifers                                                                                 6,074                  7,361
            Calves                                                                                  1,520                  1,070


            Total                                                                                  16,434                13,516


           Milk yield

            We produced approximately 43,387 tonnes of raw milk for the Reporting Period (for the corresponding
            period in 2020: approximately 25,426 tonnes), representing a year-on-year increase of approximately
            70.64%. Such increase was mainly attributable to a significant increase in the number of milkable cows as
            compared with the corresponding period last year.


            Our average milk yield per milkable cow per annum was 6.1~10.61 tonnes (during the six months ended
            30 June 2020: 6.7~11.5 tonnes).


    Dairy products production
    China constantly attaches great importance to the revitalisation and development of the dairy industry. In 2018, the
    “Opinions on Accelerating the Revitalisation of the Dairy Industry and Ensuring the Quality and Safety of Dairy Products”
    (                                                           ) was adopted in the executive meeting of the State Council. The
    No.1 Central Documents for 2019, 2020 and 2021 all mentioned “Implementing the Revitalisation of the Dairy Industry
    Program”. The “14th Five-Year Plan for Economic and Social Development and Long-Range Objectives through the
    Year 2035 of the People’s Republic of China” (                                                                2035
               ) issued on 12 March 2021 clearly stated that “we should secure the supply of important agriculture products
    such as grain, cotton, oil, sugar, meat and milk”, navigating the remarkable development of China’s diary industry. On 2
    July 2021, the Ministry of Agriculture and Rural Affairs and the Ministry of Finance jointly issued the “Key Policies Toward
    Boosting Agriculture and Bringing Benefits to Farmers for 2021” ( 2021                           ), in which “promoting the
    revitalisation of dairy industry” was explicitly incorporated.



6   LANZHOU ZHUANGYUAN PASTURE CO LTD
Management Discussion and Analysis




In order to improve the quality and safety of dairy products and promote the high-quality development of dairy products
industry, the State Administration for Market Supervision issued the “Action Plan for Improving the Quality and Safety of
Dairy Products” (                                   ) at the end of 2020. With the national strict restrictions on the market
access of dairy products processing industry and the rectification of existing dairy products processing enterprises,
the market concentration of China’s dairy industry will enhance, and a majority of market shares will be seized by large
enterprises with high brand awareness, great strength and remarkable scale benefits. This trend will become more
obvious in the future. The nationwide market shares will be highly occupied by the national tier-1 brands and the regional
market shares will be highly occupied by regional strong brands.

The industrial chain of dairy products manufacturing covers many links which are closely related such as forage, dairy
farming, dairy products processing and end sales, and calls for a high degree of integration. With the narrowing of the
gap between urban and rural per capita disposable income and consumption expenditure level, consumers pay more
attention to healthy meals, and the overall dairy consumption market will continue to grow. In particular, given that
consumers are paying more attention to the safety of milk sources, dairy enterprises will become more competitive in
terms of milk sources.

In the first half of 2021, relying on stable and reliable milk sources and advanced production and processing technology,
the Company consolidated traditional channels and actively explored new retail models. The “reconstruction and
expansion project with daily processing 600 tons of liquid milk” project of the Company (production line number: CEMA-
N032PL01) won the title of National “Quality Milk Engineering Demonstration Factory” (                           ) at the end
of June 2021. Ninxia Ruiyuan Pasture Co., Ltd. (                               ) (Pasture No.: CEMA-N032DF001), Lanzhou
Ruixing Animal Husbandry Co., Ltd. (                            ) (Pasture No.: CEMA-N032DF003) and Gansu Ruijia Animal
Husbandry Co., Ltd. (                           ) (Pasture No.: CEMA-N032DF004), which are wholly-owned subsidiaries of
the Company, were awarded the national title of “Demonstration Pasture for High Quality Milk Engineering”, respectively.
In the first half of 2021, the Company achieved operating income of RMB481 million, an increase of 47.95% over the
same period of last year; and the net profit was RMB22.8538 million, an increase of 1,257.12% over the same period
of last year. As of the end of June 2021, the Company had total assets of RMB2,713 million, net assets of RMB1,610
million and asset-liability ratio of 40.65%.

Quality control
Product safety management and quality control are our core values and of paramount importance to our business. We
implement stringent quality control and production safety management measures throughout our production process
from the procurement of feeds, dairy farming, raw milk sourcing and processing to production, packaging, storage and
delivery of our products.

Our quality control system is designed based on the Good Manufacturing Practices (GMPs), the Hazard Analysis and
Critical Control Points (HACCP) and the Sanitation Standard Operating Procedures (SSOPs).

GMPs are the foundation for our milk safety and milk quality program. GMPs are implemented in four main areas of our
dairy processing, specifying control measures in respect of (i) personnel hygiene; (ii) building and facilities; (iii) equipment
and utensils; and (iv) production and process control.




                                                                                                            INTERIM REPORT 2021    7
    Management Discussion and Analysis




    In addition, we have also applied the principles of HACCP in the management of our milk safety. Our HACCP plan
    focuses on areas where problems potentially may occur and requires that production facilities be prepared to deal with
    problems immediately if they occur. Under our HACCP plan, we conducted a hazard analysis in order to identify any
    hazardous biological, chemical or physical properties in raw materials and processing steps. Based on the analysis,
    we identify the critical control points and establish monitoring procedures and use the monitoring results to streamline
    processes on a continuous basis. As a testament of our efforts in complying with HACCP, our production plants in
    Gansu, Shaanxi and Qinghai received the HACCP Certification issued by the China Quality Certification Centre and
    Beijing Continental Hengtong Certification Co. Ltd., respectively.

    Furthermore, we have also implemented the SSOPs specifying step-by-step procedures needed for processes related
    to sanitation. Following the SSOPs, we focus on key sanitation conditions and requirements, such as the safety of
    water that comes into contact with dairy products, condition and cleanliness of contact surfaces, prevention of cross-
    contamination from insanitary objects to dairy product, protection of dairy products and packaging materials, labelling,
    storage, and use of cleaning solutions and pesticides, control of employee health conditions, and exclusion of pests from
    the production plant.

    Our quality control system is divided into six stages: (i) control over the quality of feeds; (ii) control over the quality of dairy
    cows; (iii) control over sourcing and processing of raw milk; (iv) control over raw materials and suppliers; (v) control over
    production process; and (vi) control over storage and delivery of finished products.

    Brand building
    Adhering to the tenet of “Offering Excellent Quality and Creating a Brand of the Times”, the Company offers products
    in dozens of varieties under the series of “Zhuangyuan Ranch” (                 ), “Shenghu” (     ) and “Dongfang Duoxian
    Zhuangyuan” (                   ), including pasteurized milk, sterilised milk, modified milk, fermented milk and milk-
    containing beverages, etc., in order to meet the needs of different consumer groups. After the Company completed
    the copyright registration of its own brand cartoon image at the end of 2020, it launched WeChat stickers and popular
    science animation for key products in terms of strengthening consumer engagement, popularised the knowledge of
    fresh low-temperature milk and conducted other activities, for which we received significant positive feedback. As the
    star product of the Company, “Manor Concentrated Milk” was selected as the most influential product brand in Gansu
    Province in the first half of 2021.




8   LANZHOU ZHUANGYUAN PASTURE CO LTD
Management Discussion and Analysis




We believe the demand for premium Cold Chain Liquid Milk Products will continue to rise along with the increased
awareness of the importance of nutritional products to the health and well-being of consumers. To capture the increasing
demand for Cold Chain Liquid Milk Products, we plan to continue to rely on our brand advantages to expand our cold
chain distribution network in Gansu, Shaanxi and Qinghai and further in northwestern China.

Financial Overview
Revenue
The following table sets out the breakdown of sales amount, sales volume and average selling price by product types for
the six months ended 30 June 2021 and 2020:

                                                                Six months ended 30 June
                                                      2021                                       2020
                                                                   Average                                     Average
                                        Sales          Sales        selling          Sales          Sales        selling
                                      amount         volume           price        amount         volume          price
                                                                     RMB/                                        RMB/
                                     RMB’000         Tonne          Tonne       RMB’000          Tonne        Tonne


Liquid Milk Products
Pasteurised Milk                        37,673         4,488          8,394        21,273          2,688          7,914
Sterilised Milk                       192,284         29,597          6,497        81,433         11,426          7,127
Modified Milk                         157,909         17,030          9,272       118,110         13,044          9,055
Fermented Milk                          80,808         6,738         11,992        92,082          7,898        11,659


Subtotal                              468,674         57,853          8,101       312,899         35,057          8,925
Milk Beverage                            2,977           522          5,701          2,310           676          3,417
Other Dairy Products                     1,031             38        26,886          2,418           106        22,904


Total                                 472,682         58,414          8,092       317,627         35,838          8,863


Our revenue increased by 48.82% from RMB317.6 million for the six months ended 30 June 2020 to RMB472.7 million
for the Reporting Period, primarily due to the decline in revenue of the Company in the first half of 2021 compared
with the corresponding period in last year because of at the beginning of 2020, the Company’s sales declined due to
the influence of COVID-19. In the first half of 2021, the Company operated smoothly and the market demand for dairy
products fully recovered.




                                                                                                     INTERIM REPORT 2021   9
     Management Discussion and Analysis




     Gross profit and gross profit margin
     The following table sets forth the breakdown of our cost of sales and gross profit by our product types, as well as their
     respective gross profit margin after biological assets fair value adjustments, for the periods indicated:

                                                                         Six months ended 30 June
                                                              2021                                          2020
                                                                              Gross                                          Gross
                                              Cost of          Gross           profit        Cost of             Gross        profit
                                                sales           Profit       margin            sales             Profit     margin
                                            RMB’000       RMB’000                %      RMB’000        RMB’000               %


     Liquid Milk Products
     Pasteurised Milk                          23,017         14,657             38.9        13,571              7,702         36.2
     Sterilised Milk                          145,932         46,351             24.1        67,098          14,335            17.6
     Modified Milk                            101,812         56,097             35.5        79,612          38,498            32.6
     Fermented Milk                            52,995         27,813             34.4        64,326          27,756            30.1


     Subtotal                                 323,756        144,918             30.9       224,608          88,291            28.2
     Milk Beverage                              2,146             832            27.9          1,765              545          23.6
     Other Dairy Products                       1,396            (365)          (35.4)         1,582              837          34.6


     Total cost of sales/
        Total gross profit/
        Overall gross profit margin           327,297        145,385             30.8       227,955          89,672            28.2


     Our overall gross profit margin of our dairy products after taking into account biological assets fair value adjustments
     was approximately 30.8% for the Reporting Period and approximately 28.2% for the corresponding period in 2020. The
     increase in the overall gross profit margin during the Reporting Period was primarily due to the fact that in the first half of
     2020, due to the influence of COVID-19, the Company’s products were slow-moving, and the gross profit margin was
     reduced due to the marketing policies implemented to promote sales. In 2021, the dairy product consumption market
     fully recovered, which was demonstrated by the strong sales of our products.

     Gain/loss arising from initial recognition of agricultural produce at fair value less the cost of sales at the point
     of harvest
     Our gain arising from initial recognition of agricultural produce at fair value less the cost of sales at the point of
     harvest increase from the loss of approximately RMB5.5 million for the six months ended 30 June 2020 to the gain of
     approximately RMB1.4 million for the Reporting Period. The increase in gains during the Reporting Period was primarily
     due to the increase in the price of raw milk as compared with the corresponding period of last year.




10   LANZHOU ZHUANGYUAN PASTURE CO LTD
Management Discussion and Analysis




Gain/loss arising from changes in fair value less the cost of sales of biological assets
We recorded loss arising from changes in fair value less the selling expenses of biological assets amounting to
approximately RMB6.3 million for the Reporting Period, compared to the gain of approximately RMB0.3 million for the
corresponding period in 2020, and the change from gain into loss was primarily attributable to the feeding cost of cow as
a result of the impact of market conditions.

Other income
Other income mainly includes amortization of deferred income and government grants received in the current period.
Government grants are generally obtained from our agricultural activities. For the six months ended 30 June 2021 and
2020, other income recognized by us amounted to approximately RMB1.8 million and approximately RMB2.9 million,
respectively.

Operating expenses
                                                                                      Six months ended 30 June
                                                                                              2021                  2020
                                                                                         RMB’000              RMB’000


Selling expenses                                                                            40,906                30,767
Administrative expenses                                                                     48,265                34,431


Total operating expenses                                                                    89,171                65,198


Our operating expenses increased from approximately RMB65.2 million for the six months ended 30 June 2020 to
approximately RMB89.2 million for the Reporting Period.

The increase in selling and distribution expenses during the Reporting Period was mainly due to the fact that in the first
half of 2021, compared with the corresponding period of last year, the dairy product consumption market fully recovered,
and the sales expenses of the Company have increased with the increase of sales volume.

The increase in administration expenses was mainly due to the fact that, compared with the corresponding period of last
year, Ruijia Animal Husbandry (            ), one of manors of the Company, added new management personnel due to
the construction, promotion and the continuous production of dairy cows, and compared with the corresponding period
of last year, the Company no longer enjoyed the social insurance relief policy that was implemented by the government in
response to the influence of COVID-19.

Financial expenses
Our net finance costs decreased by approximately 43.94% from approximately RMB16.5 million for the six months ended
30 June 2020 to approximately RMB9.2 million for the Reporting Period, primarily due to the decrease in the amount of
loans as compared with the corresponding period of last year.




                                                                                                      INTERIM REPORT 2021    11
     Management Discussion and Analysis




     Current ratio
     As at 30 June 2021, our current ratio (current assets/current liabilities) was approximately 0.83 compared to
     approximately 0.95 as at 31 December 2020.

     Liquidity and capital resources
     During the Reporting Period, we financed our operations primarily through net cash inflows from our daily operating
     activities. As at 30 June 2021 and 31 December 2020, we had approximately RMB310.0 million and approximately
     RMB631.6 million in cash and cash equivalents, respectively, which was mainly denominated in Renminbi and primarily
     consisted of cash on hand and bank deposits.

     Capital expenditures
     We had capital expenditures of approximately RMB264.9 million and approximately RMB123.3 million for the six months
     ended 30 June 2021 and 2020, respectively, which were primarily used in purchasing property, plant and equipment, and
     procuring dairy cows.

     Gearing ratio
     As at 30 June 2021, the Company had a gearing ratio of approximately 40.65% (as at 31 December 2020: approximately
     48.33%).

     Working capital
     As at 30 June 2021, we had net current assets of approximately RMB(118.9) million (31 December 2020: net current
     assets of approximately RMB52.3 million).

     Indebtedness
     During the Reporting Period, our borrowings were denominated in Renminbi. As at 30 June 2021, our outstanding short-
     term bank loans, including long-term loans due within one year, amounted to approximately RMB220.5 million at interest
     rates ranging from 5.00% to 6.09% per annum. As at 30 June 2021, our outstanding long-term bank loans, net of
     amount due within one year, amounted to approximately RMB303.8 million at interest rates ranging from 4.15% to 5.70%
     per annum.

     The management believes that the existing financing resources will be sufficient to meet current operations, current and
     future expansion plans and, if necessary, we will be able to obtain additional financing with favorable terms. There is no
     material effect of seasonality on our borrowing requirements.

     For the Reporting Period, we were not subject to significant exposure to interest rate risk. Hence, no financial instrument
     for hedging was employed.

     Contingent liabilities
     As at 30 June 2021 and 31 December 2020, there were no significant contingent liabilities.




12   LANZHOU ZHUANGYUAN PASTURE CO LTD
Management Discussion and Analysis




Foreign exchange risk and pledge of assets
The Group operates in the PRC with most of its transactions denominated and settled in RMB. The Group’s assets
and liabilities, and transactions arising from its operations do not expose the Group to material foreign exchange risk as
the Group’s assets and liabilities as at 30 June 2021 were denominated in the respective Group companies’ functional
currencies.

For the Reporting Period, we were not subject to significant exposure to interest rate risk. Hence, no financial instrument
for hedging was employed. The management will continue to monitor foreign currency risk and adopt prudent measures
as and when appropriate.

The book value of our restricted assets was approximately RMB610.9 million as at 30 June 2021 (31 December
2020: approximately RMB787.4 million). The net book value of the restricted assets are as follow: (1) monetary capital:
approximately RMB134.0 million (31 December 2020: approximately RMB215.2 million); (2) fixed assets: approximately
RMB363.6 million (31 December 2020: approximately RMB454.8 million); (3) intangible assets: approximately RMB78.0
million (31 December 2020: approximately RMB82.2 million); and (4) long-term equity investments: approximately
RMB35.3 million (31 December 2020: approximately RMB35.3 million).

Capital structure
Save as disclosed in this report, there was no material change in the capital structure of the Group during the Reporting
Period. The capital of the Group only comprises ordinary shares.

Significant investments
The Company was established in April 2000. Its production base located in Sanjiaocheng, Yuzhong County, Lanzhou
City, Gansu Province was built according to the then market size, consumer demand and industry characteristics, and
was completed and put into production in 2003. After nearly 20 years, some workshops look outdated with some
equipment getting obsolete. Due to limited plant area and fixed plant layout, the Company’s dairy processing base in
Yuzhong County is now unable to fully meet the growing demand for product diversification in the dairy consumer market
and introduction of advanced dairy production processes such as filling technology.

In view of its future long-term planning and sustainable development, the Company started the “reconstruction and
expansion project with daily processing 600 tons of liquid milk” in 2018. This “reconstruction and expansion project
with daily processing 600 tons of liquid milk” will be built on the land where the existing production and processing base
is locate with a site area of 35.70 acres and 113.82 acres of newly purchased land in 2018, that is, a total of 149.52
acres of land. An experienced and qualified engineering design institute was engaged to provide a rational and modern
plan for overall layout for investment and construction. Existing obsolete production equipment with low utilization rate,
long service life and outdated production technology will be demised. At the same time, new production lines will be
purchased and built to increase the Company’s production capacity. The capacity and output realized after the project is
completed and put into operation will include the existing capacity and output of the Yuzhong processing base with some
enhancement.

The Company invested approximately RMB14.5 million in 2018, approximately RMB316.7 million in 2019. As of 31
December 2019, the accumulated investment was approximately RMB 331.2 million, accounting for 12.50% of the total
assets of the Company of RMB 3,080.6 million as at 31 December 2020.


                                                                                                       INTERIM REPORT 2021    13
     Management Discussion and Analysis




     The completion and acceptance work for the “reconstruction and expansion project with daily processing 600 tons of
     liquid milk” has been completed during the Reporting Period, and the Company has obtained the Housing Construction
     Project and Municipal infrastructure Project Completion Acceptance Recording Form (No. 17 2020) (
                                                2020    17    ), issued by the Housing and Urban-rural Development Bureau of
     Yuzhong County. The operation of this project will help optimize the production process and enrich the product structure;
     improve production efficiency and reduce labor costs; improve production standards and strengthen product quality
     control; and integrate the Group’s production resources for long-term development.

     Currently, the Company is a professional dairy production enterprise integrating dairy farming, technology research and
     development, dairy processing and sales, and has formed a whole industrial chain management mode in which we
     process and sell liquid milk products with milk source from our own pasture as the main raw milk. The reliability of raw
     milk quality has been highly valued by the industry and consumers, and has become an important embodiment of our
     core competitiveness in the industry. In order to further strengthen the control of product quality at source, the Company
     invested in the construction of “Recycling Industrial Park Project of a Dairy Farm with 10,000 Dairy Cows in Jinchuan
     District” (                                      ) in Shuangwan Town, Jinchuan District, Jinchang City, Gansu Province
     from 2019. As of 31 December 2020, the Company has made aggregate investments of RMB200.4 million in the project,
     accounting for 6.51% of its total assets of RMB3,080.6 million as at 31 December 2020. As of 30 June 2021, the
     Company has made aggregate investments of RMB268.3 million in the project, accounting for 9.89% of its total assets
     of RMB2,712.7 million as at 30 June 2021.

     Continuing Connected Transaction — Master Purchase Agreement
     On 9 February 2021, the Company entered into a master purchase agreement (the “Master Purchase Agreement”)
     with Gansu Nongken Tianmu Dairy Company Limited*                                            (“Tianmu Dairy”, a limited
     company established under the laws of the PRC and is a fellow subsidiary of the holding company of Gansu Nongken
     Asset Operation Company Limited*                                           (“Gansu Nongken Asset”), a substantial
     shareholder of the Company) in relation to the possible purchase of raw milk from Tianmu Dairy for the year ending 31
     December 2021.

     As Tianmu Dairy is a fellow subsidiary of Gansu Nongken Asset, a substantial shareholder of the Company, Tianmu
     Dairy is regarded as an associate of a connected person of the Company under Chapter 14A of the Listing Rules. The
     transactions contemplated under the Master Purchase Agreement constitute continuing connected transactions of the
     Company under Chapter 14A of the Listing Rules. Therefore, the entering into of the Master Purchase Agreement is
     subject to the reporting, announcement and the Company’s independent shareholders’ approval requirements under
     Chapter 14A of the Listing Rules.

     The entering into the Master Purchase Agreement will contribute to the business of the Group by providing a stable
     source of quality raw milk required in the production process and operations of the Group. As a result of the increase in
     production, the Group’s revenue and net profit is expected to increase.




     *        For identification purpose only


14   LANZHOU ZHUANGYUAN PASTURE CO LTD
Management Discussion and Analysis




The Company considers that the entering into of the Master Purchase Agreement will allow the Group to secure a stable
source of quality raw milk so as to achieve the increase in production capacity brought by the expansion of its production
facilities for the processing of 600 tonnes of liquid milk per day in Sanjiaocheng Village, Sanjiaocheng Town, Yuzhong
County, Lanzhou, Gansu in 2018.

The Master Purchase Agreement has been approved by the Shareholders of the Company (the “Shareholders”) at the
extraordinary general meeting of the Company held on 18 March 2021. In the first half of 2021, the amount of related
party transactions was RMB27.66 million, which was within the cap of RMB200,000,000 as approved by the general
meeting.

Details of the entering into the Master Purchase Agreement are set out in the announcement of the Company dated 15
January 2021 and 9 February 2021, and the circular of the Company dated 3 March 2021.

Material acquisitions and disposals of subsidiaries, associates and joint ventures
Save as disclosed herein, the Group had no material acquisitions and disposals of subsidiaries, associates and joint
ventures during the Reporting Period.

Details of future plans for material investments or capital assets and expected sources of funding
As at 30 June 2021, the Company had no future plans for material investments or capital assets.

Use of proceeds from the A Share Listing
Basic information on the proceeds raised from the A Shares Listing
As approved by the “Approval for the initial public offering of Shares of Lanzhou Zhuangyuan Pasture Co., Ltd.* (
                       ) 2017 No. 1779” issued by the CSRC on 29 September 2017, the Company carried out the public
offering of 46,840,000 A Shares of RMB1 each via offline placing through price consultations to qualified investors and
online issuance at an issue price of RMB7.46 per share to public investors who hold the market value of non-restricted
A Shares circulated in the Shenzhen market (“A Shares”) on 31 October 2017 (the “A Shares Listing”). The total sum
of funds raised was RMB349,426,400 and the total net proceeds after deduction of the related issuance expenses of
RMB39,922,700 (exclusive of value-added taxes) amounted to RMB309,503,700 (the “Raised Fund”).

The funds utilized during the Reporting Period were RMB278,100.00 the temporary supplemental liquidities were
RMB50,000,000 and the interest income of the special account for funds raised after deducting handling charges for the
Reporting Period was RMB27,507.37. As of 30 June 2021, the Company had cumulatively utilized RMB260,926,230.25
out of the funds raised from the A Shares Listing. The cumulative net interest income from raised funds deducted handling
fees is RMB1,501,548.01. The balance of the Raised Fund deposited in the special account was RMB50,079,017.76,
and the balance of the Raised Fund unutilized was RMB50,079,017.76.




*      For identification purpose only


                                                                                                      INTERIM REPORT 2021    15
     Management Discussion and Analysis




     We set out below the status of the application of the net proceeds from the A Shares Listing to 30 June 2021:

                                         Table of actual use of raised funds from the public offering of A Shares in 2017
                                                                                                                                                                                         (RMB’000)

     Total raised fund                                                                                  309,504             Total raised funds invested during                                        278
                                                                                                                              this year
     Total raised funds which changed purpose during                                                                        Total raised funds invested                                         260,926
       the reporting period                                                                                                   accumulatively
     Total accumulatively raised funds which changed                                                    256,104
       purpose
     The proportion of total accumulatively raised                                                      83.00%
       funds which changed purpose

                                                      Whether                                                                     Investment                                                            Whether
                                                   the project          Total                                     Accumulated progress as of The date when                                             there are
                                                     has been    committed             Total    The amount    amount invested       the end of     the project    The benefit     Whether it         significant
                                                      changed    investment      investment invested during    as of the end of the Reporting       reaches a realized during   has achieved       changes on
     Committed investment projects                  (including     of raised           after the Reporting       the Reporting      Period (%) redetermined the Reporting           expected     the feasibility
     and use of excessive raised funds          some changes)          funds    adjustment(1)        Period            Period(2)      (3)=(2)/(1) usable state         Period         benefit    of the project


     Committed investment projects
     1. The project of cult vation and                   Yes       260,193          53,400                           53,400         100.00%              N/A             N/A            N/A                 No
         construction of 10,000 i ported
         good dairy cows
     2. The construction project of self-                Yes        49,310                                                                               N/A             N/A            N/A                Yes
         service mi k sel i g machines and
         anci l ry faci i y
     3. The acquis t on of 82% equity                                             150,000                           150,000         100.00%            2018              N/A            N/A                 No
         i terest of Xi’an Dongfang Dairy
     4. Recycl ng Industria Park Project of a                                     106,104              278           57,526          54.22%              N/A             N/A            N/A                 No
         Dairy Farm for 10,000 Dairy Cows                                                                                                              (Note)
         i Jinchuan District


     Total                                                         309,504        309,504              278          260,926         84.30%

     Sub-total of committed investment
        projects                                                   309,504        309,504              278          260,926         84.30%


     Use of excessive raised funds
     No
     Repayment of bank l an (if any)
     Supplemental l quid t es (if any)
     Sub-total of use of excessive raised
        funds


     Total                                                          309,504         309,504            278          260,926         84.30%

     Note:           The balance is expected to be fully utilized by the end of 2022.


16   LANZHOU ZHUANGYUAN PASTURE CO LTD
Management Discussion and Analysis




USE OF PROCEEDS FROM NON-PUBLIC ISSUANCE OF A SHARES UNDER
SPECIFIC MANDATE
On 5 December 2019, the Board approved the proposed non-public issuance of A Shares. The proposed non-public
issuance of A Shares has been approved by the Shareholders at the extraordinary general meeting and the class
meetings of the Company held on 17 January 2020.

On 3 April 2020, the Board approved the adjustments to non-public issuance of A Shares. The Shareholders approved
the adjustments to non-public issuance of A Shares at the extraordinary general meeting and the class meetings of the
Company held on 25 May 2020.

On 10 August 2020, the application for the non-public issuance was approved at the Issuance Examination Committee’s
119th meeting in 2020 by voting and the Issuance Examination Committee had no audit opinion. On 25 August 2020, the
Company received the Reply on Approval of Non-public Issuance of Shares by Lanzhou Zhuangyuan Pasture Co., Ltd.*
(Zheng Jian Xu Ke 2020 No. 1864) (                                                                                   2020
1864        ) issued by China Securities Regulatory Commission.

On 25 December 2020, an aggregate of 43,000,000 A Shares was allotted and issued (the “Non-public Issuance”) to 4
subscribers at the subscription price of RMB8.78 per A Share.


                                                                                   Number of
                                                                                     A Shares
Subscriber                                                                        subscribed           Subscription price


Gansu Nongken Asset                                                                37,931,665        RMB8.78 per A Share
Xie Kai (      )                                                                    2,050,113        RMB8.78 per A Share
Gao Aiping (             )                                                          1,651,480        RMB8.78 per A Share
Su Guimin (          )                                                              1,366,742        RMB8.78 per A Share


Total                                                                              43,000,000


Each of Xie Kai, Gao Aiping and Su Guimin is a merchant. Gansu Nongken Asset is a company established in the PRC
with limited liability and is principally engaged in equity investment and enterprise equity custody; project investment and
investment management; enterprise asset reorganization, economic information, investment, financial advisory service. To
the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, each of Xie Kai,
Gao Aiping, Su Guimin and Gansu Nongken Asset and its ultimate beneficial owner was a third party independent of the
Company and its connected persons prior to the Non-public Issuance.




*       For identification purpose only


                                                                                                        INTERIM REPORT 2021    17
     Management Discussion and Analysis




     The subscription price of RMB8.78 per subscription A Share represents (i) no less than 80% of the average trading
     price of the A Share for the 20 trading days preceding the price determination date, i.e. not be less than RMB8.78 per A
     Share (the average trading price of the A Shares of the Company for the 20 trading days prior to the price determination
     date = total trading amount of shares for the 20 trading days prior to the price determination date/total trading volume
     of A Shares for the 20 trading days prior to the price determination date); (ii) a discount of approximately 21.5% to the
     closing price of RMB11.18 per A Share as quoted on The Shenzhen Stock Exchange on the price determination date
     of the Non-public Issuance, i.e. 20 November 2020, the first day of the issue period of the Non-public Issuance of the
     Company; and (iii) a discount of approximately 15.8% to the closing price of RMB10.43 per A Share as quoted on The
     Shenzhen Stock Exchange on the day before the listing of A Share.

     The aggregate gross proceeds of the Non-public Issuance were approximately RMB377,540,000. The aggregate net
     proceeds of the Non-public Issuance, after the deduction of related expenses, were approximately RMB368,878,786.79.
     The net price of each A Share allotted and issued under the Non-public Issuance were approximately RMB8.78.

     The Company intends to apply the net proceeds of the Non-public Issuance for the purpose to the repayment of bank
     loan and finance the investment project, which can further enhance the supply ratio of the Company’s own raw milk,
     strengthen the product quality control, address the Company’s increasing demand for raw milk in the future, optimize
     the product mix, improve its profitability, enhance the Company’s core competitiveness and promote the Company’s
     sustainable development, which is in the interests of the Company and all Shareholders.

     Please refer to the circulars of the Company dated 31 December 2019 and 6 April 2020, and the announcements of the
     Company dated 5 November 2020 and 22 December 2020 for details of the Non-public Issuance.

     Information about the use of raised funds from the non-public offering of A Shares in 2020:
     As approved by the “Reply on Approval of Non-public Issuance of Shares by Lanzhou Zhuangyuan Pasture Co., Ltd.
     (Zheng Jian Xu Ke 2020 No. 1864) (                                                                                2020
     1864     )” issued by the CSRC on 18 August 2020, the Company carried out the offering of 43,000,000 A Shares of
     RMB1 each through non-public issuance method to specific investors at an issue price of RMB8.78 per share. The total
     sum of funds raised was RMB377,540,000 and the total net proceeds after deduction of the related issuance expenses
     of RMB8,661,213.21 (exclusive of value-added taxes) amounted to RMB368,878,786.79. As of 30 November 2020, the
     Company has received the monetary funds raised through the public offering of A Shares. Such proceeds were verified
     by WUYIGE Certified Public Accountants LLP which accordingly issued its capital verification reports (Da Xin Yan Zi 2020
     No. 35-00010). The Company deposited the proceeds in a special account for management purposes.

     The funds utilized during the Reporting Period were RMB82,314,762.32, the temporary supplemental liquidities were
     RMB100,000,000.00 and the interest income of the special account for funds raised after deducting handling charges
     for the Reporting Period was RMB1,130,411.24. As of 30 June 2021, the Company had utilized RMB223,023,079.76
     out of the funds raised from the A Shares Listing. The net interest income from the Raised Funds after deduction of
     handling charges was RMB1,130,411.24. The balance of the Raised Funds deposited in the special account was
     RMB46,986,118.27, and the balance of the Raised Funds unutilized was RMB146,986,118.27.




18   LANZHOU ZHUANGYUAN PASTURE CO LTD
Management Discussion and Analysis




                               Table of actual use of raised funds from the non-public offering of A Shares in 2020

                                                                                                                                                                         Unit: RMB’000

Total raised funds                                                                                  Total raised funds invested during the
                                                                                   368,879            Reporting Period                                                                   82,315

Total raised funds which changed purpose                                                            Total raised funds invested accumulatively
  during the reporting period                                                                                                                                                          223,023

Total accumulatively raised funds which
  changed purpose

The proportion of total accumulatively raised
  funds which changed purpose


                                           Whether
                                        the project                                                                    Investment
                                          has been           Total                                     Accumulated progress as of The date when                                      Whether there
                                           changed    committed              Total    The amount    amount invested      the end of     the project    The benefit      Whether it are significant
                                         (including   investment       investment invested during   as of the end of the Reporting         reaches realized during    has achieved changes on the
Committed investment projects                 some      of raised            after the Reporting      the Reporting     Period (%) a predetermined the Reporting          expected feasibility of the
and use of excessive raised funds          changes)         funds    adjustment(1)         Period           Period(2)     (3)=(2)/(1)  usable state         Period          benefit          project


Committed investment projects
Recycl ng Industria Park Project of a          No        328,879         328,879           82,315          223,023         67.81%              N/A            N/A              N/A                No
   Dairy Farm for 10,000 Dairy Cows                                                                                                          (Note)
   i Jinchuan District
Repayment of bank l an                         No          40,000         40,000                            40,000        100.00%


Sub-total of committed investment                        368,879         368,879           82,315          263,023         71.30%
   projects


Use of excessive raised funds
No
Repayment of bank l an (if any)
Supplemental l quid t es (if any)
Sub-total of use of excessive raised
   funds


Total                                                    368,879         368,879           82,315          263,023         71.30%


Note: The balance is expected to be fully utilized by the end of 2023.




                                                                                                                                                                     INTERIM REPORT 2021                19
     Management Discussion and Analysis




     Human Resources
     We had 1,318 employees in Mainland China and Hong Kong as at 30 June 2021 (31 December 2020: 1,268 employees).
     During the Reporting Period, total staff costs, including the portion accounted for in the profit and loss statement and
     capitalised to assets but excluding independent non-executive directors’ fees, were approximately RMB46.2 million (the
     corresponding period in 2020: approximately RMB32.4 million).

     Our remuneration policies aim to attract, retain and incentivize talents to ensure competency of our team in implementing
     our business strategies and to maximize shareholder value. We will regularly review our remuneration policies and
     employee benefits with reference to market practices and performance of individual employees.

     For the employees in the PRC, we have participated in defined contribution retirement plans and social insurance plans
     organised by the relevant local governmental authorities.

     The Restricted Shares Incentive Scheme for 2019 (draft) was considered and approved at the meeting of the Board
     held by the Company on 11 March 2019; the general meeting was held on 23 May 2019 to consider and approve the
     Restricted Shares Incentive Scheme for 2019 (draft); the meeting of the Board was held on 21 June 2019 to consider
     and approve “first granting 3,341,000 restricted shares to the 84 incentive targets after adjustments” ; “Application
     Materials for Completion of Registration of Equity Incentive Grant” was submitted to Shenzhen Stock Exchange and
     China Securities Depository and Clearing Corporation Limited on 27 June 2019; the registration of restricted shares grant
     was completed on 12 July 2019. The Resolution on the Repurchase and Cancellation of All Restricted Shares in the First
     Release of Locked Period under the 2019 Restricted Shares Incentive Scheme was considered and approved at the
     Board meeting and general meeting convened by the Company on 15 January 2021 and 18 March 2021 respectively
     due to the Company’s performance assessment failed to meet the releasing conditions in the First Release of Locked
     Period under the Restricted Shares Incentive Scheme, allowing the Company to repurchase and cancel a total of
     874,728 Restricted Shares held by 77 Incentive Participants involved, and also allowing the Company to repurchase and
     cancel all of the 424,840 Restricted Shares granted but restrictions not yet released from the 7 Incentive Participants who
     have resigned. The procedures for the repurchase and cancellation of Restricted Shares were completed on 16 June
     2021.

     Corporate Social Responsibility
     We believe that social responsibility is the foundation for the development of an enterprise. In our opinion, taking part
     in industrial poverty alleviation and social welfare activities is an important method for an enterprise to give back to the
     society, as well as a key way for an enterprise to achieve mutual development and advancement with the society.




20   LANZHOU ZHUANGYUAN PASTURE CO LTD
Management Discussion and Analysis




FUTURE OUTLOOK
1.     The Company will continue to take the production of quality dairy products as the goal on the basis of a complete
       set of production facilities and processes such as large-scale concentrated farming, concentrated unified milking,
       specialized storage, transportation and processing of fresh milk and further improve the level of dairy farming
       through production demonstration and technology radiation; we will strengthen the cooperation with external
       professional dairy farming institutions with large farming scale, rich farming experience and high product quality
       to form balanced, complementary and diversified supply sources of fresh and raw milk while strengthening the
       construction of our own milk source base. We will continue to ensure the effective connection of safe and reliable
       milk source with dairy product processing link to achieve the security and controllability of product quality during
       the whole process.

2.     We will continue to strengthen the study on the consumption behaviors of dairy products consumers within
       the region, perfect the formula of products and optimization configuration of processes and equipment on a
       consumer-oriented basis, make the products to own targeted and characteristic advantages, and establish a
       system of consumption analysis triggering research and development, research and development satisfying
       consumption demands under different scenarios and maintaining the loyalty of consumers to the brand with
       upgrading products.

3.     We will further deepen and penetrate sales channels, increase the sinking efforts of sales channels, actively
       expand the markets of third-tier cities and rural areas and vigorously promote the in-depth development of
       channels, so as to consolidate and increase market share and enhance market occupancy rate.

4.     The Company will continue to conduct various forms of on-the-job trainings, improve work skills, enhance work
       efficiency and tamp the construction of the middle-level team. The Company will strengthen the recruitment of
       professional talents with market qualifications or excellent skills and give full development space and positive
       incentive policies to ensure the stability of the talent team and the echelon construction of the talent reserve and
       enhance the core competitiveness of the Company.

IMPORTANT EVENTS THAT HAVE OCCURRED SINCE 30 JUNE 2021
Continuing Connected Transaction — Silage Purchase Agreement
On 19 August 2021, the Company entered into a silage purchase agreement (the “Silage Purchase Agreement”) with
Gansu Nongken Jinchang Farm Company Limited*                                           (“Nongken Jinchang”, a limited
liability company established under the laws of the PRC) in relation to the possible purchase of silage from Nongken
Jinchang for the year ending 31 December 2021.




*     For identification purpose only


                                                                                                       INTERIM REPORT 2021    21
     Management Discussion and Analysis




     Nongken Jinchang is a wholly owned subsidiary of Gansu Nongken Group Limited Liability Company*
                       , “Gansu Nongken Group”). Gansu Nongken Group is the controlling Shareholder (as defined under
     the Listing Rules) and is interested in 68,826,365 A Shares, representing approximately 34.89% and 29.62% of (i) the
     total issued A Shares; and (ii) the total issued A Shares and H Shares, respectively. Accordingly, Nongken Jinchang is an
     associate of a connected person of the Company under Chapter 14A of the Listing Rules. The transactions contemplated
     under the Silage Purchase Agreement constitute continuing connected transactions of the Company under Chapter 14A
     of the Listing Rules.

     Since the completion of the expansion project for processing 600 tons of liquid milk per day of the Company pursuant to
     the Company’s announcement dated 15 May 2020, the production capacity of the Group’s milk products has increased
     and the demand for silage, which is one of the Group’s main raw materials (i.e. feeds for its dairy cows) used in the
     Group’s production, has increased accordingly. In addition, pursuant to one of the overall arrangements made by Gansu
     Nongken Group which intended to consolidate the operations of dairy farms for higher efficiency, transportation distance
     of corn silage and alfalfa and other forage grass should be shortened, effectively reducing the breeding cost, improve
     the large-scale breeding efficiency, and promote the high-quality development of green and circular agricultural industry.
     The transactions contemplated under the Silage Purchase Agreement will contribute to the business of the Group by
     providing a stable and relatively nearby source of silage required in the production process and operations of the Group.

     Details of the entering into the Silage Purchase Agreement are set out in the announcement of the Company dated 19
     August 2021.

     Save as disclosed herein, subsequent to 30 June 2021, there had been no significant change in our principal business,
     pricing policy and costs structure.

     CORPORATE GOVERNANCE
     We are committed to ensuring high standards of corporate governance at all times and in all aspects of our operations.
     The Board believes that good corporate governance is an essential element in enhancing the confidence of current and
     potential shareholders, investors, employees, business partners and the community as a whole. The Board strives to
     adhere to the principles of corporate governance and has further strengthened and improved its internal controls in order
     to undertake sound corporate governance code provisions and practices to meet the relevant statutory and commercial
     standards by focusing on internal control, fair disclosure and accountability to all shareholders.

     Save as disclosed herein, the Company has complied with all applicable Code Provisions of the Corporate Governance
     Code (the “CG Code”) and Corporate Governance Report as set out in Appendix 14 to the Rules Governing the Listing
     of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”) during the Reporting Period, except the
     following deviation.

     CODE PROVISION A.2.1
     According to code provision A.2.1 of the CG Code, the roles of chairman and chief executive should be separate and
     should not be performed by the same individual. The division of responsibilities between the chairman and chief executive
     should be clearly established and set out in writing.

     *      For identification purpose only


22   LANZHOU ZHUANGYUAN PASTURE CO LTD
Management Discussion and Analysis




Mr. Ma Hongfu concurrently held the position of the chairman of the Board and the general manager of the Company, a
position equivalent to a chief executive in the PRC, until 29 June 2021. This deviates from code provision A.2.1 of the CG
Code as set out in Appendix 14 of the Listing Rules which requires that the roles of chairman and chief executive should
be separated and should not be performed by the same individual.

The Board believed the vesting of the roles of both the chairman of the Board and the general manager of the Company
in the same person can help to maintain the continuity of the policies and the stability of the operations of the Company.

The Company has been in compliance with code provision A.2.1 of the CG Code when Mr. Ma Hongfu ceased to act as
the chairman of the Board and Mr. Yao Gexian was appointed as the chairman of the Board on 29 June 2021.

SECURITIES TRANSACTIONS BY DIRECTORS AND SUPERVISORS
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”)
as set out in Appendix 10 to the Listing Rules regarding directors’ securities transactions. Having made specific enquiry
of all Directors and the supervisors of the Company (the “Supervisors”), all the Directors and Supervisors confirm that
they have complied with the required standards of the Model Code during the Reporting Period, save and except as
follows:

As disclosed in the overseas regulatory announcement of the Company dated 12 March 2021, the shareholder Mr. Ma
Hongfu (“Mr. Ma”) pledged (the “Share Pledge”) 30,000,000 of his A shares to Gansu Jinkong Investment Co. Ltd.
                     , “Gansu Jinkong”) for the purpose of third party financing guarantee.

The Board is aware that as at the date of the Share Pledge (i.e. 2 March 2021), the Directors were under the Company’s
black-out period under Provision A.3(a)(i) of Appendix 10 to the Listing Rules. In addition, it is noted that the Share Pledge
was not done under exceptional circumstances. Hence, the Board considers that Mr. Ma, albeit inadvertently, did not
comply with the dealing prohibition as the Share Pledge occurred during the black-out period.

The Company has taken, amongst others, the following remedial actions to improve its internal control system to ensure
compliance of the Model Code by the Company and its directors and supervisors and prevent similar incidents in the
future:

(1)       reminding all directors and supervisors of their obligations in relation to dealings in securities as set out in the
          securities dealing code adopted by the Company (following the Model Code);

(2)       recommending all directors and supervisors to circulate a set of comprehensive training materials;

(3)       circulating the template of a notification letter which would be required to be submitted by the director and
          supervisor to the Company at least 5 working days before any proposed dealing of the securities of the Company;
          and

(4)       planning to organise training sessions in the near future for all directors and senior management of the Company.




                                                                                                          INTERIM REPORT 2021    23
     Management Discussion and Analysis




     PURCHASE, REDEMPTION OR SALE OF LISTED SECURITIES OF THE COMPANY
     On 18 March 2021, the Company convened the first extraordinary general meeting in 2021, at which the Proposal on the
     Repurchase and Cancellation of All Restricted Shares in the First Release of Locked Period under the 2019 Restricted
     Shares Incentive Scheme was considered and approved, allowing the Company to repurchase and cancel a total of
     874,728 Restricted Shares held by 77 Incentive Participants involved in the First Release of Locked Period due to the
     Company’s performance assessment failed to meet the requirements under the Restricted Shares Incentive Scheme,
     and allowing the Company to repurchase and cancel 424,840 Restricted Shares granted but restrictions not yet released
     from the 7 Incentive Participants who have resigned.

     During the Reporting Period, 1,299,568 A Shares were repurchased on the Shenzhen Stock Exchange and subsequently
     cancelled by the Company. The summary details of the repurchases are as follows:


                                                                            Price per A Share
                                                              Number
                                                                   of A
                                                               Shares                                         Total price
     Month                                              repurchased        Highest            Lowest                 paid
                                                                              (RMB)             (RMB)               (RMB)


     June 2021                                              1,299,568          6.84              6.84       8,889,045.12


     Total                                                  1,299,568                                       8,889,045.12


     The total amount of RMB8,889,045.12 of the repurchase was paid wholly out of self-owned funds and 1,299,568
     repurchased A Shares were cancelled during the Reporting Period.

     Save as disclosed herein, during the Reporting Period, there was no repurchase, sale or redemption by the Company, or
     any of its subsidiaries, of any listed securities of the Company.




24   LANZHOU ZHUANGYUAN PASTURE CO LTD
Management Discussion and Analysis




MATERIAL LITIGATION AND ARBITRATION PROCEEDINGS
1.   On 13 February 2018, according to the Notice on the Closing and Relocation of Livestock Farms in the Livestock
     and Poultry Prohibited Area (                                                  ) issued by the People’s Government
     of Litong District of Wuzhong City, Ningxia Zhuangyuan Pasture Co., Ltd. a wholly-owned subsidiary of the
     Company, was listed as the livestock farms planned to be closed and relocated, and the Company responded
     positively to the government’s work arrangement and carried out the closure work. The Company has been
     actively negotiating compensation matters with the Litong District People’s Government, but has not yet signed
     a compensation agreement with the People’s Government of Litong District. The Company filed a lawsuit
     with the Intermediate People’s Court of Wuzhong City and requested the People’s Court to order the People’s
     Government of Litong District of Wuzhong City to fulfil statutory obligations in accordance with the requirements
     of Article 25 of the Regulations on the Prevention and Control of Pollution Caused by Scale Livestock and Poultry
     (                                ) and the Regulations on Expropriation and Compensation of Houses on State-
     owned Land (                                         ) and make compensation for the loss caused by the closure
     and relocation of the Company’s farms. Ningxia Manor received the administrative judgment issued by Wuzhong
     Intermediate People’s Court of Ningxia Hui Autonomous Region in early August 2020 ((2020) Ning 03 Xing Chu
     No.6). Wuzhong Intermediate People’s Court of Ningxia Hui Autonomous Region held that, because the request
     for administrative compensation claimed by the plaintiff Ningxia Zhuangyuan Pasture Co., Ltd. (
             ) is still subjected to investigation and discretion by the people’s government of Litong District, Wuzhong in
     order to determine the scope, standard and amount of compensation, the people’s government of Litong District,
     Wuzhong City should handle the application for compensation for the closure and relocation submitted by the
     plaintiff Ningxia Zhuangyuan Pasture Co., Ltd. (                           ). As of the date of this report, the parties
     are still in negotiation in respect of the specific amount of compensation.

2.   On 25 July 2017, according to the notice on the Plan for Delineation of the Prohibited Area and Restricted Area of
     Livestock and Poultry in Xining City (Trial) (Ningzhengban 2017 No. 143) (
                ) issued by the General Office of the People’s Government of Xining City, Qinghai Shengyuan Plateau
     Pasture Co., Ltd. a subsidiary of the Company, was included in the scope of the prohibited area. The Company
     respected environmental protection work arrangements and responded actively to close the relevant farm. The
     Company has requested the People’s Government of Huangyuan County of Xining City to compensate for the
     relocation losses but has not yet received any response. Therefore, the Company submitted an administrative
     complaint to the Intermediate People’s Court of Xining City in Qinghai Province in accordance with the
     requirements of Article 25 of the Regulations on the Prevention and Control of Pollution Caused by Scale Livestock
     and Poultry (                                 ) and the Regulations on Expropriation and Compensation of Houses
     on State-owned Land (                                         ), requesting the People’s Government of Huangyuan
     County of Xining City to make compensation. Qinghai Shengyuan had received the Administrative Judgment (2020
     Qing 01 Xing Chu No. 16) served by the Intermediate People’s Court of Xining City, Qinghai Province at beginning
     of September 2020. The Intermediate People’s Court of Xining City, Qinghai Province held that the request for
     administrative compensation raised by the plaintiff Qinghai Shengyuan Pasture Co., Ltd. (
         ) was still subject to investigation and assessment by the people’s government of the defendant Huangyuan
     County People’s Government of Xining City to determine the scope, standard and amount of compensation,
     therefore, the defendant Huangyuan County People’s Government of Xining City should handle the application for
     compensation for the closure and relocation submitted by the plaintiff Qinghai Shengyuan Ranch Co., Ltd.. After


                                                                                                        INTERIM REPORT 2021     25
     Management Discussion and Analysis




            the judgment was made in the first instance, on 30 November 2020, the People’s Government of Huangyuan
            County sent the Reply Letter from the People’s Government of Huangyuan County on the Closing and Relocation
            of Qinghai Shengyuan Pasture Co., Ltd. (Yuan Zheng Han 2020 No. 27) to the Qinghai Shengyuan Pasture Co.,
            Ltd., and decided to grant land transfer fees of RMB498,000.00 to 80 households in Chihan Village, Dahua Town
            in 2019 and 2020 after the closure of the pasture of Shengyuan Pasture. In accordance with the Article 25 of the
            Regulations on the Prevention and Control of Pollution Caused by Scale Livestock and Poultry (
                            ) and the Regulations on Expropriation and Compensation of Houses on State-owned Land (
                                             ), the plaintiff Qinghai Shengyuan Pasture suffered from economic losses due to
            policy relocation, and the defendant Huangyuan County People’s Government of Xining City should compensate
            Qinghai Shengyuan Pasture according to the laws. However, the defendant Huangyuan County People’s
            Government of Xining City did not make substantive compensation plans or opinions on the losses incurred by
            the plaintiff Qinghai Shengyuan Pasture due to policy relocation, and its reply neither conformed to the objective
            fact that the plaintiff Qinghai Shengyuan Pasture suffered from huge economic losses due to policy relocation, nor
            conformed to the legal provisions. In order to safeguard the legitimate rights and interests of the Company and all
            shareholders, Qinghai Shengyuan Pasture submitted an administrative complaint to Xining Intermediate People’s
            Court of Qinghai Province on 18 February 2021. Qinghai Shengyuan Pasture received a court summons issued
            by Xining Intermediate People’s Court of Qinghai Province on 2 July 2021 on the administrative compensation
            case of Qinghai Shengyuan Pasture suing Huangyuan County People’s Government of Xining City. The summons
            informed that Qinghai Shengyuan Pasture sued Huangyuan County People’s Government of Xining City for
            administrative compensation, and a court hearing will be on 21 July 2021. After that, Qinghai Shengyuan Pasture
            received the notice of temporary change of hearing date from Xining Intermediate People’s Court on 20 July 2021,
            and the trial date for the case in which Qinghai Shengyuan Ranch sued Huangyuan County People’s Government
            of Xining for administrative compensation was changed to 3 August 2021. The above-mentioned case was heard
            normally on 3 August 2021. As at the date of this report, the results of trial were not released.

     SHARE OPTION SCHEME
     There is no share option scheme (pursuant to Chapter 17 of the Listing Rules) adopted for the Company during the
     Reporting Period.




26   LANZHOU ZHUANGYUAN PASTURE CO LTD
Other Information


DIRECTORS’ AND SUPERVISORS’ INTERESTS AND/OR SHORT POSITIONS IN
SHARES, UNDERLYING SHARES AND DEBENTURES
As at 30 June 2021, the interests and/or short positions of the Directors, Supervisors and the chief executive of the
Company and their associates in the shares, underlying shares and debentures of the Company and its associated
corporations (within the meaning of Part XV of the Securities and Futures Ordinance (“SFO”)) which have been notified to
the Company and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) pursuant to Divisions 7 and 8 of
Part XV of the SFO, or which were recorded in the register required to be kept pursuant to Section 352 of the SFO or as
otherwise notified to the Company and the Stock Exchange pursuant to the Model Code set out in Appendix 10 to the
Listing Rules were as follows:

                                                                                                                Approximate
                                                                                           Approximate         percentage in
                                                                                          percentage of     the issued share
                                                                   Total Number             total issued        capital of the
Name of Director                    Nature of Interest                 of Shares               A Shares            Company

A Shares
Ma Hongfu (Note 2)                  Beneficial owner               32,197,400 (L)                 16.32%              13.86%

                                    Interested in controlled
                                       corporation                 15,000,000 (L)                   7.60%              6.45%

Zhang Qianyu                        Beneficial owner                       75,600                   0.04%              0.03%

Wang Xuefeng                        Beneficial owner                       18,900                   0.01%              0.01%

Notes:

(1)      All interests in shares were long positions.


(2)      Mr. Ma Hongfu holds 39.44% equity interests in Gansu Lucky Cow Business Consulting Co., Ltd.*
         (“Lucky Cow”). Under the SFO, he is deemed to be interested in the shares held by Lucky Cow.


Save as disclosed above, as at 30 June 2021, none of the Directors, Supervisors or chief executive of the Company nor
their associates had any interest and/or short positions in the shares, underlying shares or debentures of the Company,
its specified undertakings or any of its other associated corporations (within the meaning of Part XV of the SFO) which
had to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO or which
were required, pursuant to Section 352 of the SFO and the Companies Ordinance (Cap. 622 of the Laws of Hong Kong),
to be entered in the register referred to therein or which were required, pursuant to the Model Code, to be notified to the
Company and the Stock Exchange.




*        For identification purpose only


                                                                                                            INTERIM REPORT 2021   27
     Other Information




     SUBSTANTIAL SHAREHOLDERS’ INTERESTS AND/OR SHORT POSITIONS IN THE
     SHARES AND UNDERLYING SHARES OF THE COMPANY
     As at 30 June 2021, as far as known to the Directors, the following persons or entities (not being a Director, a Supervisor
     or a chief executive of the Company) who had interests and/or short positions in the shares and underlying shares of the
     Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the
     SFO, or which were recorded in the register required to be kept by the Company under Section 336 of the SFO were as
     follows:

                                                                                            Approximate          Approximate
                                                                                          percentage of         percentage in
                                                                                             total issued    the issued share
     Name of Substantial                                           Total Number      A Shares/H Shares           capital of the
     Shareholder                          Nature of Interest           of Shares          (as applicable)            Company


     A Shares

     Gansu Nongken Group Limited          Interest of controlled     68,826,365                 34.89%                  29.62%
       Liability Company*                   corporation
                               (“Gansu
       Nongken Group”) (Note 2)

     Gansu Nongken Asset                  Beneficial owner           37,931,665                 19.23%                  16.32%
       (Note 2)

     Lanzhou Zhuangyuan Investment Beneficial owner                30,894,700 (L)               15.66%                  13.29%
       Co., Ltd.*
       (                        )
       (“Zhuangyuan Investment”)
       (Note 2)

     Gansu Lucky Cow Business             Beneficial owner         15,000,000 (L)                 7.60%                   6.45%
       Consulting Co., Ltd.*
       (                             )
       (Note 3)


     H Shares
     Hu Keliang                           Beneficial owner          5,844,000 (L)               16.64%                    2.51%
     Li Yanling (Note 4)                  Interests of spouse       5,844,000 (L)               16.64%                    2.51%
     Wang Wei (Note 5)                    Beneficial owner            800,000 (L)                 2.28%                   0.34%
                                          Interest of controlled    2,800,000 (L)                 7.97%                   1.20%
                                            corporation
     Li Qi (Note 5)                       Interests of spouse       3,600,000 (L)               10.25%                    1.55%



28   LANZHOU ZHUANGYUAN PASTURE CO LTD
Other Information




                                                                                                  Approximate             Approximate
                                                                                                 percentage of           percentage in
                                                                                                    total issued      the issued share
Name of Substantial                                                    Total Number        A Shares/H Shares              capital of the
Shareholder                               Nature of Interest                of Shares            (as applicable)              Company


Venko Limited (Note 5)                    Beneficial owner              2,800,000 (L)                    7.97%                      1.20%
Ren Qifeng (Note 6)                       Interest of controlled        3,523,000 (L)                   10.03%                      1.52%
                                            corporation
Ren Songliu (Note 6)                      Interests of spouse           3,523,000 (L)                   10.03%                      1.52%
Technoart Investments                     Beneficial owner              3,523,000 (L)                   10.03%                      1.52%
     Limited (Note 6)
Zhang Fenmei                              Beneficial owner              3,379,000 (L)                    9.62%                      1.45%

Notes:

1.        All interests in shares were long positions.

2.        The share capital of Gansu Nongken Asset and Zhuangyuan Investment were wholly owned by Gansu Nongken Group.
          Accordingly, Gansu Nongken Group was deemed to be interested in the A Shares held by Gansu Nongken Asset and
          Zhuangyuan Investment.

3.        Mr. Ma Hongfu holds 39.44% equity interests in Lucky Cow. Under the SFO, he is deemed to be interested in the shares held
          by Lucky Cow.

4.        Ms. Li Yanling is the spouse of Mr. Hu Keliang. Therefore, Ms. Li Yanling is deemed to be interested in the shares in which Mr.
          Hu Keliang is interested by virtue of the SFO.

5.        The entire issued share capital of Venko Limited is beneficially owned by Mr. Wang Wei who is deemed to be interested in the
          shares held by Venko Limited by virtue of the SFO. Mr. Wang Wei is also beneficially interested in 800,000 H Shares. Ms. Li Qi is
          the spouse of Mr. Wang Wei. Therefore, Ms. Li Qi is deemed to be interested in the shares in which Mr. Wang Wei is interested
          by virtue of the SFO.

6.        The entire issued share capital of Technoart Investments Limited is beneficially owned by Mr. Ren Qifeng who is deemed to be
          interested in the shares held by Technoart Investments Limited by virtue of the SFO. Ms. Ren Songliu is the spouse of Mr. Ren
          Qifeng. Therefore, Ms. Ren Songliu is deemed to be interested in the shares in which Mr. Ren Qifeng is interested by virtue of
          the SFO.

Save as disclosed above, as at 30 June 2021, the Company had not been notified by any other persons (other than
Directors and chief executive of the Company) who had interests or short positions in the shares or underlying shares of
the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of the Part XV of
the SFO, or which were recorded in the register required to be kept by the Company under section 336 of the SFO.




                                                                                                                     INTERIM REPORT 2021      29
     Other Information




     REVIEW OF INTERIM RESULTS
     The Company has established the audit committee (the “Audit Committee”) with written terms of reference in
     compliance with the Listing Rules. The Audit Committee comprises three independent non-executive Directors, namely
     Mr. Wang Haipeng, Mr. Zhang Yubao, Mr. Sun Jian and Mr. Wang Haipeng is the chairman of the Audit Committee. The
     Audit Committee is responsible for, amongst other matters, reviewing and supervising the Group’s financial reporting
     process and internal control system and providing advice and recommendations to the Board. The Audit Committee
     has amongst others, reviewed and discussed with the management the accounting principles and practices adopted by
     the Group and the Group’s internal controls and financial reporting matters, including the review of the unaudited interim
     results of the Group for the Reporting Period.

     DIVIDEND
     The Board has resolved not to declare any interim dividend for the Reporting Period (the six months ended 30 June
     2020: Nil).

     SUFFICIENCY OF PUBLIC FLOAT
     Based on information known to the Directors and publicly available to the Company, as at the date of this report, the
     Company has maintained a sufficient public float of 25% of the Company’s issued share capital as required under the
     Listing Rules.



     By order of the Board
     Lanzhou Zhuangyuan Pasture Co., Ltd.*
     Yao Gexian
     Chairman of the Board


     Lanzhou, the PRC, 27 August 2021




     *      For identification purpose only


30   LANZHOU ZHUANGYUAN PASTURE CO LTD
Review Report


To all shareholders of Lanzhou Zhuangyuan Pasture Co., Ltd.,

We have reviewed the accompanying financial statements of Lanzhou Zhuangyuan Pasture Co., Ltd. (“Zhuangyuan
Pasture”), which comprise the consolidated and the parent company’s balance sheets as at 30 June 2021, and the
consolidated and the parent company’s income statements, the consolidated and the parent company’s cash flow
statements for January to June 2021 and the consolidated and the parent company’s statements of changes in
shareholders’ equity for January to June 2021, and the notes to the financial statements. The preparation of these
financial statements is the responsibility of Zhuangyuan Pasture’s management. Our responsibility is to issue a report on
review of these financial statements based on our review.

We conducted our review in accordance with China Certified Public Accountant Review Standard No. 2101 — Review
of Financial Statements. This Standard requires us to plan and perform the review to obtain limited assurance about
whether these financial statements are free from material misstatements. A review is limited primarily to procedures as
enquiry of entity’s personnel and analytical review procedures applied to the financial information and thus provides less
assurance than an audit. We have not performed an audit, and therefore we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying financial
statements are not prepared in accordance with the requirement of Accounting Standards for Business Enterprises and
cannot present fairly, the reviewed entity’s consolidated and the parent company’s financial position as at 30 June 2021,
and the consolidated and the parent company’s operating results and cash flows for January to June 2021.




WUYIGE Certified Public Accountants LLP                      Chinese Certified Public Accountant: Li Zongyi




Beijing, the PRC                                             Chinese Certified Public Accountant: Zhang Yingli



27 August 2021




                                                                                                       INTERIM REPORT 2021    31
     Consolidated Balance Sheet
     As at 30 June 2021 - unaudited
     (Expressed in RMB)




                                                     30 June 2021   31 December 2020
     Item                                    Note       RMB’000           RMB’000


     Current assets:
       Monetary funds                                     444,019           846,729
       Trade receivables                     II. 1         37,260            41,586
       Prepayments                                          5,044             7,998
       Other receivables                                    6,980            20,792
       Including: Interest receivable
                     Dividend receivable
       Inventories                                         91,776           113,625
       Other current assets                                10,951            10,738


     Total current assets                                 596,029          1,041,467


     Non-current assets:
       Other equity instrument investments                    44                 44
       Fixed assets                                     1,135,472          1,179,537
       Construction in progress                           225,978           152,093
       Bearer biological assets              II. 2        509,132           494,691
       Right-of-use assets                                 46,754            53,784
       Intangible assets                                   96,530            97,156
       Long-term deferred expenses                          3,837             4,246
       Deferred tax assets                                  2,516             2,502
       Other non-current assets                            96,434            55,037


     Total non-current assets                           2,116,698          2,039,091


     Total assets                                       2,712,727          3,080,558




32   LANZHOU ZHUANGYUAN PASTURE CO LTD
Consolidated Balance Sheet (Continued)
As at 30 June 2021 - unaudited
(Expressed in RMB)




                                                         30 June 2021   31 December 2020
Item                                            Note        RMB’000             RMB’000


Current liabilities:
  Short-term borrowings                                       158,160             322,337
  Bills payable                                               260,000             431,160
  Accounts payable                              II. 3         159,172             214,105
  Contract liabilities                                          7,637              10,669
  Employee remuneration payable                                 4,873                6,226
  Taxes payable                                                 6,601                6,419
  Other payables                                               50,285              52,990
  Including: Interests payable
              Dividends payable                 II. 13          4,674
  Non-current liabilities due within one year                  67,213              48,422
  Other current liabilities                                     1,011                1,448


Total current liabilities                                     714,952           1,093,777


Non-current liabilities:
  Long-term borrowings                                        303,815             311,281
  Lease liabilities                                            41,108              40,483
  Estimated liabilities                                          497                   490
  Deferred income                                              36,875              37,059
  Deferred income tax liabilities                               5,467                5,633


Total non-current liabilities                                 387,762             394,947


Total liabilities                                           1,102,714           1,488,724




                                                                        INTERIM REPORT 2021   33
     Consolidated Balance Sheet (Continued)
     As at 30 June 2021 - unaudited
     (Expressed in RMB)




                                                                      30 June 2021   31 December 2020
     Item                                                      Note      RMB’000           RMB’000


     Shareholders’ equity:
       Share capital                                                       232,381           233,681
       Capital reserve                                                     846,834           854,580
       Less: Treasury stocks                                                14,206            23,251
       Surplus reserve                                                      43,387            43,387
       Undistributed profits                                               501,617           483,437


     Total equity attributable to shareholders of the parent             1,610,014          1,591,834


     Minority Shareholders’ equity
     Total Shareholders’ equity                                         1,610,014          1,591,834


     Total liabilities and Shareholders’ equity                         2,712,727          3,080,558




34   LANZHOU ZHUANGYUAN PASTURE CO LTD
Consolidated Income Statement
For the six months ended 30 June 2021 - unaudited
(Expressed in RMB)




                                                                            January to            January to
                                                                            June 2021             June 2020
Item                                                               Note      RMB’000              RMB’000


I. Total operating income                                                     480,820               324,987
   Including: operating income                                     II. 4      480,820               324,987
II. Total operating cost                                                      438,850               321,243
   Including: Operating cost                                       II. 4      331,259               231,353
              Taxes and surcharges                                              5,261                  3,024
              Selling expenses                                     II. 5       40,906                30,767
              Administrative expenses                              II. 6       48,265                34,431
              Research and development expenses                    II. 7        3,915                  5,178
              Financial expenses                                   II. 8        9,244                16,490
              Including:       Interest expenses                               12,388                15,750
                               Interest income                                  3,361                  2,241
   Add: Other income                                                            1,776                  2,943
           Investment income                                                   (3,344)                (5,175)
           Including: Investment income from associates and
                       joint ventures
                       Gain on derecognition of financial assets
                       measured at amortised cost                               (3,344)               (5,175)
           Gains from changes in fair value                        II. 9        (4,951)               (5,164)
           Impairment losses on credit                                             113                  (119)
           Impairment losses on asset                                             (591)
           Gains from asset disposal                                              (538)
III. Operating profit                                                          34,434                 (3,771)
   Add: Non-operating income                                                      780                    365
   Less: Non-operating expenses                                                 9,519                    238
IV. Total profit                                                               25,695                 (3,644)
   Less: Income tax expenses                                       II. 11       2,841                 (1,669)
V. Net profit                                                                  22,854                 (1,975)
   (I) Classification by operating continuity:
      1. Net profit from continuing operations                                 22,854                 (1,975)
      2. Net profit from discontinued operations
  (II) Classification by ownership:
      1. Net profit attributable to shareholders of the Parent
        Company                                                                22,854                 (1,975)
      2. Minority shareholders’ profits and losses
VI. Other net comprehensive income after tax
VII. Total comprehensive income                                                22,854                 (1,975)
  Total comprehensive income attributable to the owners of
      the Parent Company                                                       22,854                 (1,975)
  Total comprehensive income attributable to minority
      shareholders
VIII. Earnings per share
  (I) Basic earnings per share (RMB/share)                         II. 12          0.1                 (0.01)
  (II) Diluted earnings per share (RMB/share)                                      0.1                 (0.01)



                                                                                          INTERIM REPORT 2021   35
     Consolidated Cash Flow Statement
     For the six months ended 30 June 2021 - unaudited
     (Expressed in RMB)




                                                                               January to    January to
                                                                               June 2021     June 2020
     Item                                                               Note    RMB’000      RMB’000


     I. Cash flows from operating activities:
          Cash received from sale of goods and rendering of
            services                                                             536,650       358,527
          Refund of taxes and levies                                                               914
          Other cash received relating to operating activities                    12,047        36,134
     Sub-total of cash inflows from operating activities                         548,697       395,575
          Payment for goods and services                                         297,053       207,073
          Payment to and for employees                                            47,549        31,276
          Payment of various taxes and levies                                     40,473        13,468
          Payment for other cash relating to operating activities                 57,278        54,144
     Sub-total of cash outflows from operating activities                        442,353       305,962
     Net cash flows from operating activities                                    106,344        89,614
     II. Cash flows from investing activities:
           Net cash recovered from disposal of fixed assets,
             intangible assets and other long-term assets                         11,262        11,439
           Other cash received relating to investing activities                   14,106        41,233
     Sub-total of cash inflows from investing activities                          25,368        52,672
           Cash paid for acquisition of fixed assets, intangible
             assets and other long-term assets                                    264,893      123,284
     Sub-total of cash outflows from investing activities                         264,893      123,284
     Net cash flows from investing activities                                    (239,525)      (70,612)
     III. Cash flows from financing activities:
           Cash received from borrowings                                         122,000       308,500
           Other cash received relating to financing activities                  241,320       194,492
     Sub-total of cash inflows from financing activities                         363,320       502,992
           Cash paid for repayments of borrowings                                272,749       295,484
           Cash paid for dividends, profit distributions or interest              12,388        15,710
           Including: Dividend and profit paid by the subsidiaries to
             minority shareholders
           Other cash paid relating to financing activities                       266,545       97,008
     Sub-total of cash outflows from financing activities                         551,682      408,202
     Net cash flow from financing activities                                     (188,362)      94,789
     IV. Effect of foreign exchange rate changes on cash
        and cash equivalents                                                           (4)           9
     V. Net increase in cash and cash equivalents                                (321,546)     113,800
           Add: Balance of cash and cash equivalents at the
             beginning of the period                                             631,565       248,235
     VI. Balance of cash and cash equivalents at the end of
        the period                                                               310,019       362,035




36   LANZHOU ZHUANGYUAN PASTURE CO LTD
Consolidated Statement of Changes in Shareholders’ Equity
For the six months ended 30 June 2021 - unaudited
(Expressed in RMB)




                                                                                                                January to June 2021
                                                                             Attributable to shareholders of the parent company
                                                                                       Less:              Other                                                       Minority            Total
                                                      Share        Capital          treasury      comprehensive           Surplus       Retained                 shareholders’   shareholders’
                                                     capital     reserves             shares            income           reserves       earnings    Sub-total           equity           equity
Item                                               RMB’000     RMB’000           RMB’000         RMB’000            RMB’000       RMB’000     RMB’000        RMB’000         RMB’000

I. Balance at the end of the previous
      year                                          233,681      854,580            23,251                               43,387         483,437     1,591,834                        1,591,834
      Add: Change in accounting policies
             Prior-period error correction
             Business combination under the
                 common control
             Others
II. Balance at the beginning of the year            233,681      854,580            23,251                               43,387         483,437     1,591,834                        1,591,834
III. Increase/decrease amount during
      the period                                      (1,300)      (7,745)           (9,045)                                             18,180       18,180                            18,180
      (I) Total comprehensive income                                                                                                     22,854       22,854                            22,854
      (II) Invested and reduced capitals of
             shareholders                             (1,300)      (7,745)           (9,045)
             1. Common share contributed by
                 shareholders                         (1,300)      (7,745)           (9,045)
             2. Capital contributed by other
                 equity instrument holders
             3. Amount of share-based
                 payment included in
                 shareholders’ equities
             4. Others
      (III) Appropriation of profits                                                                                                      (4,674)      (4,674)                           (4,674)
             1. Withdrawal of surplus reserve
             2. Appropriation to general risk
                 provision
             3. Distributions to shareholders                                                                                             (4,674)      (4,674)                           (4,674)
             4. Others
      (IV) Internal carry-over of shareholders’
             equity
             1. Share capital transferred with
                 capital reserves
             2. Share capital transferred with
                 surplus reserves
             3. Surplus reserve to cover the
                 losses
             4. Transferred the balance of
                 defined benefits plan to
                 retained earnings
             5. Transferred other
                 comprehensive income to
                 retained earnings
             6. Others
IV. Balance at the end of the period                232,381      846,834            14,206                               43,387         501,617     1,610,014                        1,610,014



                                                                                                                                                                 INTERIM REPORT 2021               37
     Consolidated Statement of Changes in Shareholders’ Equity (Continued)
     For the six months ended 30 June 2021 - unaudited
     (Expressed in RMB)




                                                                                                                     January to June 2020
                                                                                 Attributable to shareholders of the parent company
                                                                                          Less:               Other                                                         Minority            Total
                                                           Share       Capital         treasury       comprehensive             Surplus     Retained                   shareholders’   shareholders’
                                                          capital    reserves            shares             i come             reserves      earnings    Sub-total            equity           equity
     Item                                               RMB’000    RMB’000         RMB’000            RMB’000            RMB’000       RMB’000     RMB’000          RMB’000         RMB’000

     I. Balance at the end of the previous
           year                                          190,681     531,119          23,251                                  43,387         483,471     1,225,407                         1,225,407
           Add: Change in accounting policies
           Prior-period error correction
           Business combination under the
                  common control
           Others
     II.Balance at the beginning of the year             190,681     531,119          23,251                                  43,387         483,471     1,225,407                         1,225,407
     III. Increase/decrease amount during
           the period (if decrease, denoted as
           “-”)                                                        (204)                                                               (12,462)      (12,666)                           (12,666)
           (I) Total comprehensive income                                                                                                      (1,975)       (1,975)                            (1,975)
           (II) Invested and reduced capitals of
                  shareholders                                           (204)                                                                                (204)                              (204)
                  1. Common share contributed by
                      shareholders
                  2. Capital contributed by other
                      equity instrument holders
                  3. Amount of share-based
                      payment included in
                      shareholders’ equities                            (204)                                                                                (204)                              (204)
                  4. Others
           (III) Appropriation of profits                                                                                                    (10,487)      (10,487)                           (10,487)
                  1. Withdrawal of surplus reserve
                  2. Appropriation to general risk
                      provision
                  3. Distributions to shareholders                                                                                           (10,487)      (10,487)                           (10,487)
                  4. Others
           (IV) Internal carry-over of shareholders’
                  equity
                  1. Share capital transferred with
                      capital reserves
                  2. Share capital transferred with
                      surplus reserves
                  3. Surplus reserve to cover the
                      losses
                  4. Transferred the balance of
                      defined benefits plan to
                      retained earnings
                  5. Transferred other
                      comprehensive income to
                      retained earnings
                  6. Others
     IV. Balance at the end of the period                190,681     530,916          23,251                                  43,387         471,008     1,212,741                         1,212,741



38   LANZHOU ZHUANGYUAN PASTURE CO LTD
Balance Sheet of the Parent Company
As at 30 June 2021 - unaudited
(Expressed in RMB)




                                              30 June 2021   31 December 2020
Item                                   Note      RMB’000             RMB’000


Current assets:
  Monetary funds                                   153,515             468,006
  Bills receivable                                  17,527              15,097
  Prepayments                                        2,690                5,312
  Other receivables                                484,514             495,026
  Including: Interests receivable
             Dividends receivable
  Inventories                                       25,701              27,705
  Other current assets                              10,944              10,731


Total current assets                               694,892           1,021,877


Non-current assets:
  Long-term equity investments                   1,002,734           1,002,734
  Other equity instrument investment                   44                    44
  Fixed assets                                     450,422             486,667
  Construction in progress                          39,054              18,260
  Right-of-use assets                                1,959                2,669
  Intangible assets                                 56,532              56,460
  Long-term deferred expenses                        3,837                4,246
  Deferred income tax assets                         2,368                2,348
  Other non-current assets                          56,667              20,544


Total non-current assets                         1,613,617           1,593,973


Total assets                                     2,308,509           2,615,849


Current liabilities:
  Short-term borrowings                            110,092             282,268
  Bills payable                                    260,000             431,160
  Accounts payable                                  52,377              78,542
  Contract liabilities                               4,985                8,375
  Employee benefits payable                          2,940                3,358
  Taxes payable                                      3,621                3,937
  Other payables                                   185,762             120,867




                                                             INTERIM REPORT 2021   39
     Balance Sheet of the Parent Company (Continued)
     As at 30 June 2021 - unaudited
     (Expressed in RMB)




                                                            30 June 2021   31 December 2020
     Item                                            Note      RMB’000            RMB’000


       Including: interest payable
                  Dividends payable                                4,674
       Non-current liabilities due within one year                63,830             43,795
       Other current liabilities                                    648               1,108


     Total current liabilities                                   684,255            973,409


     Non-current liabilities:
       Long-term borrowings                                      163,625            185,129
       Lease liabilities                                            735               1,879
       Estimated liabilities                                          5                  6
       Deferred income                                            14,555             15,036
       Deferred income tax liabilities                             1,215              1,215


     Total non-current liabilities                               180,135            203,265


     Total liabilities                                           864,390          1,176,674


     Shareholders’ equity:
       Share capital                                             232,381            233,681
       Capital reserves                                          869,346            877,091
       Less: treasury shares                                      14,206             23,251
       Other comprehensive income
       Surplus reserves                                           43,387             43,387
       Retained earnings                                         313,210            308,266


     Total shareholders’ equities                             1,444,119          1,439,175


     Total liabilities and shareholders’ equities             2,308,509          2,615,849




40   LANZHOU ZHUANGYUAN PASTURE CO LTD
Income Statement of the Parent Company
For the six months ended 30 June 2021 - unaudited
(Expressed in RMB)




                                                           January to            January to
                                                           June 2021             June 2020
Item                                                Note    RMB’000              RMB’000


I. Operating income                                          312,423               221,444
  Less: operating costs                                      234,506               179,778
         Taxes and surcharges                                   2,808                 1,224
         Selling expenses                                     27,266                17,950
         Administrative expenses                              17,391                15,113
         R&D expenses                                           2,554                 4,505
         Financial expenses                                   10,380                15,287
         Including: interest expenses                         11,646                14,557
                     Interest income                            1,399                 2,118
  Add: other income                                              955                  1,053
         Impairment losses on credit                              (24)                   25
         Impairment losses on asset                              (591)
         Gain on disposal of assets                              (146)
II. Operating profit                                          17,713                (11,335)
  Add: non-operating income                                      225                    227
  Less: non-operating expenses                                  6,592                    23
III. Total profits                                            11,346                (11,132)
  Less: income tax expense                                      1,728                (1,670)
IV. Net profit                                                  9,618                (9,462)
  1. Net profit from continuing operation                       9,618                (9,462)
  2. Net profit from discontinued operation
V. Net other comprehensive income after tax
VI. Total comprehensive income                                  9,618                (9,462)
VIII. Earnings per share
       (I) Basic earnings per share
       (II) Diluted earnings per share




                                                                         INTERIM REPORT 2021   41
     Cash Flow Statement of the Parent Company
     For the six months ended 30 June 2021 - unaudited
     (Expressed in RMB)




                                                                               January -     January -
                                                                              June 2021     June 2020
     Item                                                              Note    RMB’000      RMB’000

     I. Cash flows from operating activities:
        Cash received from sale of goods and rendering of
           services                                                             345,821       241,148
        Refund of taxes and levies                                                                914
        Other cash received relating to operating activities                    120,066       198,139
     Sub-total of cash inflows from operating activities                        465,887       440,201
        Payment for goods and services                                          138,641       103,081
        Payment to and for employees                                             19,971        13,052
        Payment of various taxes                                                  9,667         4,105
        Payment for other cash relating to operating activities                  39,958        38,376
     Sub-total of cash outflows from operating activities                       208,237       158,614
     Net cash flows from operating activities                                   257,650       281,587
     II. Cash flows from investment activities:
        Cash from redemption of investments
        Cash received from investment gains
        Net cash recovered from disposal of fixed assets,
           intangible assets and other long-term assets                                           576
        Net cash received from disposal of subsidiaries and other
           business units
        Other cash received relating to investing activities                     14,106        22,333
     Sub-total of cash inflows from investing activities                         14,106        22,910
        Cash paid for acquisition of fixed assets, intangible assets
           and other long-term assets                                            70,764        20,810
        Cash paid for investments                                                             170,000
        Net cash paid for acquisition of subsidiaries and other
           business units
        Payment paid for other cash relating to investing activities
     Sub-total of cash outflows from investing activities                         70,764      190,810
     Net cash flows from investing activities                                    (56,658)    (167,900)
     III. Cash flows from financing activities:
        Cash received from investments
        Cash received from borrowings                                                         268,500
        Other cash received relating to financing activities                     78,364         35,507
     Sub-total of cash inflows from financing activities                         78,364       304,007
        Cash paid for debt repayment                                            232,749       286,174
        Cash paid for dividends, profit distributions or interest                16,320         14,467
        Other cash paid relating to financing activities                        263,610         94,749
     Sub-total of cash outflows from financing activities                       512,680       395,390
     Net cash flows from financing activities                                  (434,316)       (91,383)
     IV. Effect of foreign exchange rate changes on cash
        and cash equivalents                                                         (4)            9
     V. Net increase in cash and cash equivalents                              (233,327)       22,313
        Add: Balance of cash and cash equivalents at the
           beginning of the period                                              252,842       193,920
     VI. Balance of cash and cash equivalents at the end of
        the period                                                               19,515       216,233



42   LANZHOU ZHUANGYUAN PASTURE CO LTD
Statement of Changes in Shareholders’ Equity of the Parent Company
For the six months ended 30 June 2021 - unaudited
(Expressed in RMB)




                                                                                                January - June 2021
                                                                                       Less:                  Other                                   Total
                                                           Share        Capital     treasury         comprehensive     Surplus   Retained     shareholders’
                                                          capital     reserves        shares                income    reserves   earnings            equity
Item                                                     RMB’000     RMB’000     RMB’000             RMB’000      RMB’000   RMB’000         RMB’000


I. Balance at the end of the previous year                233,681       877,091       23,251                            43,387    308,266          1,439,175
     Add: Change in accounting policies
           Prior-period error correction
           Others
II. Balance at the beginning of the year                  233,681       877,091       23,251                            43,387    308,266          1,439,175
III. Increase/decrease amount during the
     period                                                 (1,300)      (7,745)      (9,045)                                       4,944              4,944
     (I) Total comprehensive income                                                                                                 9,618              9,618
     (II) Invested and reduced capitals of
           shareholders                                     (1,300)      (7,745)      (9,045)
           1. Common share contributed by
               shareholders                                 (1,300)      (7,745)      (9,045)
           2. Capital contributed by other equity
               instrument holders
           3. Amount of share-based payment
               included in shareholders’ equities
           4. Others
     (III) Appropriation of profits                                                                                                 (4,674)           (4,674)
           1. Withdrawal of surplus reserve
           2. Distributions to shareholders                                                                                         (4,674)           (4,674)
           3. Others
     (IV) Internal carry-over of shareholders’ equity
           1. Share capital transferred with capital
               reserves
           2. Share capital transferred with surplus
               reserves
           3. Surplus reserve to cover the losses
           4. Transferred the balance of defined
               benefits plan to retained earnings
           5. Transferred other comprehensive
               income to retained earnings
           6. Others
     (V) Special reserve
           1. Withdraw amount in the period
           2. Utilized amount in the period
     (VI) Others
IV. Balance at the end of the period                      232,381       869,346       14,206                            43,387    313,210          1,444,119




                                                                                                                                 INTERIM REPORT 2021            43
     Statement of Changes in Shareholders’ Equity of the Parent Company (Continued)
     For the six months ended 30 June 2021 - unaudited
     (Expressed in RMB)




                                                                                                   January - June 2020
                                                                                           Less:                 Other                                     Total
                                                                 Share       Capital    treasury       comprehensive       Surplus   Retained      shareholders’
                                                                capital    reserves       shares               income     reserves    earnings            equity
     Item                                                     RMB’000    RMB’000     RMB’000             RMB’000     RMB’000    RMB’000          RMB’000


     I. Balance at the end of the previous year                190,681     553,631       23,251                            43,387     353,213          1,117,662
          Add: Change in accounting policies
                Prior-period error correction
                Others
     II. Balance at the beginning of the year                  190,681     553,631       23,251                            43,387     353,213          1,117,662
     III. Increase/decrease amount during the
          Period (if decrease, denoted as “-”)                               (204)                                                   (19,949)          (20,153)
          (I) Total comprehensive income                                                                                                 (9,462)           (9,462)
          (II) Invested and reduced capitals of
                shareholders                                                   (204)                                                                        (204)
                1. Common share contributed by
                    shareholders
                2. Capital contributed by other equity
                    instrument holders
                3. Amount of share-based payment
                    included in shareholders’ equities                        (204)                                                                        (204)
                4.Others
          (III) Appropriation of profits                                                                                               (10,487)          (10,487)
                1. Withdrawal of surplus reserve
                2. Distributions to shareholders                                                                                       (10,487)          (10,487)
                3. Others
          (IV) Internal carry-over of shareholders’ equity
                1. Share capital transferred with capital
                    reserves
                2. Share capital transferred with surplus
                    reserves
                3. Surplus reserve to cover the losses
                4. Transferred the balance of defined
                    benefits plan to retained earnings
                5. Transferred other comprehensive
                    income to retained earnings
                6. Others
     IV. Balance at the beginning of the period                190,681     553,427       23,251                            43,387     333,264          1,097,509




44   LANZHOU ZHUANGYUAN PASTURE CO LTD
Notes to the Financial Statements
(Expressed in RMB unless otherwise indicated)




I.     BASIS OF PREPARATION
       The interim financial report has been prepared in accordance with the applicable disclosure provisions of the
       Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and the “Accounting
       Standards for Business Enterprises – Basic Standards” (issued by the Ministry of Finance Order No. 33 and
       amended by the Ministry of Finance Order No. 76), the 42 specific accounting standards issued and amended
       on 15 February 2006 and thereafter, the Application Guideline of the Accounting Standards for Business
       Enterprises, the Interpretation of the Accounting Standards for Business Enterprises and other relevant provisions
       (collectively, the “Accounting Standards for Business Enterprises”) as well as the disclosure requirements of the
       Information Disclosure Rule No. 15 of Public Offerings Company — Financial Reporting General Provisions (2014
       Amendments) issued by CSRC. The interim financial report was authorised to issue on 27 August 2021.

       The interim financial report has been prepared assuming the Group will continue as a going concern
       notwithstanding the net current liabilities of the Group at 30 June 2021. The Directors are of opinion that, based
       on the working capital forecast of the Group, the Group will have necessary liquid funds to finance its working
       capital expenditure requirements for a reasonable period of time.

       The preparation of an interim financial report in conformity with the Accounting Standards for Business Enterprises
       requires management to make judgements, estimates and assumptions that affect the application of policies and
       reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ
       from these estimates.

       The interim financial report contains condensed consolidated financial statements and selected explanatory
       notes. The notes include an explanation of events and transactions that are significant to an understanding of
       the changes in financial position and performance of the Group since the publication of 2020 annual financial
       statements. The condensed consolidated interim financial statements and notes thereon do not include all of the
       information required for full set of financial statements prepared in accordance with the Accounting Standards for
       Business Enterprises of China.

       The interim financial report is unaudited, but has been reviewed by WUYIGE Certified Public Accountants LLP
       in accordance with the China’s Auditing Standards for the Chinese Certified Public Accountants No. 2101 —
       Review of Financial Statements.




                                                                                                      INTERIM REPORT 2021    45
     Notes to the Financial Statements
     (Expressed in RMB unless otherwise indicated)




     II.    NOTES TO THE ITEMS OF CONSOLIDATED FINANCIAL STATEMENTS
            1      Accounts receivable
                  (1)    The analysis on accounts receivable classified by bad debts provision method is as
                         follows:
                                                                                At 30 June       At 31 December
                          Type                                                        2021                 2020
                                                                                 RMB’000              RMB’000

                          Accounts receivable from affiliates
                          Accounts receivable from non-affiliated companies         38,420               42,912


                          Sub-total                                                 38,420               42,912
                          Less: Provision for bad debts                              1,160                1,326


                          Total                                                     37,260               41,586


                  (2)    The analysis on accounts receivable by ageing is as follows:
                                                                                 At 30 June       At 31 December
                          Ageing                                                       2021                  2020
                                                                                 RMB’000               RMB’000

                          Within 1 year                                             37,049               41,052
                          Including 0-6 months                                      34,098               38,021
                                     7-12 months                                     2,951                3,031
                          Over 1 year but within 2 years                               419                  727
                          Over 2 years but within 3 years                               48                  208
                          Over 3 years                                                 905                  925


                          Sub-total                                                 38,420               42,912
                          Less: Provision for bad debts                              1,160                1,326


                          Total                                                     37,260               41,586


                  (3)    Provision for bad debts made, recovered or reversed during this year:
                                                                                At 30 June       At 31 December
                                                                                      2021                 2020
                                                                                 RMB’000              RMB’000

                          Balance at the beginning of the year                          1,326               878
                          Provision made during this year                                                   449
                          Provision recovered or reversed during this year               166                 —
                          Written off during this year                                                       —

                          At 30 June/31 December                                        1,160             1,326


46   LANZHOU ZHUANGYUAN PASTURE CO LTD
Notes to the Financial Statements
(Expressed in RMB unless otherwise indicated)




II.    NOTES TO THE ITEMS OF CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
       2      Bearer biological assets
             (1)    Nature of the Group’s agricultural activities

                     Bearer biological assets of the Group are dairy cows held to produce raw milk. The Group’s
                     dairy cows are milkable cows held for milk production and heifers and calves that have not
                     reached the age to produce raw milk.

                     The number of cows owned by the Group as at 30 June 2021 and 31 December 2020 is as
                     follows:


                                                                                   At 30 June      At 31 December
                                                                                         2021                2020
                                                                                       Heads                Heads


                     Calves                                                              1,520                3,550
                     Heifers                                                             6,074                4,308
                     Milkable cows                                                       8,840                8,236


                     Total                                                             16,434               16,094


                     In general, the heifers are inseminated when they reach approximately 14 months old. After a
                     gestation period of approximately 10 months, a calf is born and the heifers begin to produce
                     raw milk and the lactation periods begin. The heifers, at this time, will be transferred to the
                     group of milkable cows. A milkable cow is typically milked for approximately 300 days in each
                     lactation period. The male calves newly born are sold while the female calves are bred for 6
                     months and then transferred to the group of heifers for preparation of insemination.


             (2)    Value of the Group’s bearer biological assets


                                                      Calves            Heifers Milkable cows               Total
                                                     RMB’000          RMB'000       RMB'000              RMB'000


                     Balance as at
                      31 December 2020                  43,778          111,986          338,928           494,691


                     Balance as at
                      30 June 2021                      21,499          152,241          335,392           509,132




                                                                                                 INTERIM REPORT 2021   47
     Notes to the Financial Statements
     (Expressed in RMB unless otherwise indicated)




     II.    NOTES TO THE ITEMS OF CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
            3      Accounts payable
                  (1)    Ageing analysis
                                                                                     At 30 June     At 31 December
                                                                                           2021               2020
                          Ageing                                                      RMB’000            RMB’000

                          Within 1 year (inclusive)                                    147,066            203,441
                          Over 1 year but within 2 years (inclusive)                     9,734              9,369
                          2-3 years (inclusive)                                          1,557                786
                          Over 3 years                                                     815                508


                          Total                                                        159,172            214,105


            4      Operating income and operating costs
                  (1)    Operating income and operating costs

                                                                        Six months ended 30 June
                                                                 2021                           2020
                                                           Income            Cost         Income            Cost
                                                          RMB'000         RMB'000        RMB'000         RMB'000

                          Principal activities              472,682        327,297        317,627         227,955
                          Other operating activities          8,138          3,962          7,361           3,398


                          Total                             480,820        331,259        324,987         231,353




48   LANZHOU ZHUANGYUAN PASTURE CO LTD
Notes to the Financial Statements
(Expressed in RMB unless otherwise indicated)




II.    NOTES TO THE ITEMS OF CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
       4      Operating income and operating costs (Cont’d)
             (1)      Operating income and operating costs (Cont’d)

              Details of operating income


                                                                       Six months ended 30 June
                                                                             2021             2020
                                                                         RMB’000          RMB’000

              Operating income from principal activities
               — Sale of goods                                           472,682             317,627


              Sub-total                                                   472,682             317,627

              Other operating income
                — Income from sales of feed
                — Others                                                   8,138               7,361


              Total                                                       480,820             324,987


       5      Selling expenses
                                                                       Six months ended 30 June
                                                                             2021             2020
                                                                         RMB’000          RMB’000


              Staff cost                                                   11,036               8,694
              Freight and miscellaneous charges                            11,327               7,148
              Low cost and short-lived consumable items                     6,053               6,029
              Travel expenses                                                 975               1,011
              Promotional fees                                              4,572               2,910
              Rents and property management fees                              654                 755
              Depreciation and amortization                                 1,079               1,354
              Labor dispatch fee                                            3,646               1,457
              Others                                                        1,565               1,409


              Total                                                        40,906              30,767




                                                                                    INTERIM REPORT 2021   49
     Notes to the Financial Statements
     (Expressed in RMB unless otherwise indicated)




     II.    NOTES TO THE ITEMS OF CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
            6      Administrative expenses
                                                                  Six months ended 30 June
                                                              January to June   January to June
                                                                       in 2021          in 2020


                   Staff cost                                          15,872             9,601
                   Depreciation and amortization                       10,618             7,154
                   Maintenance fees                                     6,508             5,692
                   Professional service fees                            2,914             2,257
                   Greening and sewage charges                          1,958             1,483
                   Office expenses                                      1,628             1,036
                   Premium for property insurance                         689             1,030
                   Utilities expenses                                   1,057               914
                   Auditing fees                                          779               860
                   Inspection fees                                        236               580
                   Freight and miscellaneous charges                      972               463
                   Business entertainment expenses                        500               282
                   Travel expenses                                        915               271
                   Others                                               3,619             2,807


                   Total                                               48,265           34,431


            7      Research and development expenses
                                                                  Six months ended 30 June
                                                                        2021             2020
                                                                    RMB’000          RMB’000

                   Item
                   Research and development of new products             3,915             5,178


                   Total                                                3,915             5,178




50   LANZHOU ZHUANGYUAN PASTURE CO LTD
Notes to the Financial Statements
(Expressed in RMB unless otherwise indicated)




II.    NOTES TO THE ITEMS OF CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
       8      Financial expenses
                                                                               Six months ended 30 June
                                                                                     2021             2020
                                                                                 RMB’000          RMB’000


              Interest expenses from loans and payables                            12,388               15,750
              Including: Interest expenses                                         12,388               15,800
                          Interest subsidies for policy-related preferential
                          loans                                                                             (50)
              Less:     Capitalized interest expenses
                        Interest income from deposits                               3,361                2,241
              Net exchange (gains)/losses                                               4                  (12)
              Others                                                                  213                2,993


              Total                                                                 9,244               16,490


       9      Gains/(losses) from changes in fair value
                                                                               Six months ended 30 June
                                                                                     2021             2020
                                                                                 RMB’000          RMB’000


              Gains in fair value less costs to disposal of bearer
               biological assets                                                   (6,310)                 293
              Gain arising on initial recognition of agricultural
               produce at fair value less costs to sell at the point
               of harvest                                                           1,358                (5,457)


              Total                                                                (4,951)               (5,164)




                                                                                             INTERIM REPORT 2021   51
     Notes to the Financial Statements
     (Expressed in RMB unless otherwise indicated)




     II.    NOTES TO THE ITEMS OF CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
            9      Gains/(losses) from changes in fair value (Cont’d)
                   The Company’s bearer biological assets are the cows. On the balance sheet date, the Company hired
                   qualified and professional assets valuer to determine the fair value of these cows. Any change over each
                   period is included in the profit or loss of the current period.

                   The agricultural products harvested from the Company’s bearer biological assets are the raw milk. At
                   the time of harvest, the fair value of such agricultural products less the selling expenses (subject to the
                   quotation in the local market) is recognized as the initial costs of the inventory. Any profit or loss (that is,
                   the fair value of agricultural products at the time of harvest less the selling expenses and farming costs)
                   generated from the recognition based on such fair value on the date of harvest shall be recognized in the
                   income statement. Thereafter, during the sales, the inventory amount initially recognized based on such fair
                   value is transferred to selling costs.


            10     Government grants
                  (1)     Government grants related to assets
                                                                                                     Amount
                                                                                                 included in
                                                                            Grant amount        the profit or
                                                            31 December     added during         loss during
                           Subsidy projects                        2020        this period       this period      30 June 2021
                                                                RMB’000         RMB’000          RMB’000           RMB’000

                           Dairy farming project                 19,945                                   670             19,275
                           Dairy product                          4,698                                   134              4,564
                             production
                             project
                           Biogas project                         3,751                                    88              3,662
                           Others                                 8,666              1,000                292              9,374


                           Total                                 37,059              1,000              1,184             36,875




52   LANZHOU ZHUANGYUAN PASTURE CO LTD
Notes to the Financial Statements
(Expressed in RMB unless otherwise indicated)




II.    NOTES TO THE ITEMS OF CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
       10     Government grants (Cont’d)
             (2)    Government grants related to income
                                                                                                        Amount
                                                                                                    included in
                                                                                                   the profit or
                                                                                        Item         loss of the
                     Category                                        Amount      represented     current period
                                                                    RMB’000        RMB’000           RMB’000


                     Funds under Dairy Development Project of
                       Bureau of Agriculture and Rural Affairs of
                       Jinchuan District of Jincang City               1,000   Deferred income                8
                     Funds for 2020 Grain-to-feed Program in
                       Animal Husbandry Development Center of                   Non-operating
                       Linxia County                                    150           income                150
                     Grain-to-feed project of Animal Husbandry
                       and Veterinary Technology Extension                      Non-operating
                       Center of Liangzhou District                     197           income                197
                     Funds for rewarding, supplementing and
                       supporting the development of agricultural
                       industrialization of Agriculture and Rural
                       Bureau of Liangzhou District                     115      Other income               115
                     Special funds for the vocational skills
                       improvement action of the Employment
                       Service Center of Yuzhong County                 385      Other income               385
                     Grants for the vocational skills improvement
                       action of the Employment Service Center
                       of Yuzhong County                                 57      Other income                57
                     Subsidy for the new certification of "Three
                       Products and One Standard" by the
                       Agricultural Products Quality and Safety
                       Supervision Center of Yuzhong County              10      Other income                10


                     Total                                             1,914               —               922




                                                                                             INTERIM REPORT 2021   53
     Notes to the Financial Statements
     (Expressed in RMB unless otherwise indicated)




     II.    NOTES TO THE ITEMS OF CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
            11     Income tax expenses
                                                                                     Six months ended 30 June
                                                                                           2021             2020
                                                                                       RMB’000          RMB’000


                   Current tax expense                                                     3,022                  128
                   Deferred tax expense                                                     (180)              (1,797)


                   Total                                                                   2,841               (1,669)


            12     Basic earnings per share
                   Basic earnings per share is calculated as dividing consolidated net profit attributable to ordinary
                   shareholders of the Company by the weighted average number of ordinary shares outstanding:


                                                                                     Six months ended 30 June
                   Item                                                                    2021             2020
                                                                                       RMB’000          RMB’000


                   Consolidated net profit attributable to ordinary
                    shareholders of the Company                                           22,854               (1,975)


                   Weighted average number of ordinary shares outstanding                232,381             190,681


                   Basic earnings per share (RMB/share)                                      0.10               (0.01)




54   LANZHOU ZHUANGYUAN PASTURE CO LTD
Notes to the Financial Statements
(Expressed in RMB unless otherwise indicated)




II.    NOTES TO THE ITEMS OF CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
       13     Dividends
              (i)    The board of directors of the Company has resolved not to declare an interim dividend for
                     the six months ended 30 June 2021.

              (ii)   Dividends payable to equity shareholders attributable to the previous financial year, approved
                     during the interim period


                                                                                  Six months ended 30 June
                     Item                                                               2021             2020
                                                                                    RMB’000          RMB’000


                     Final dividend in respect of the previous financial
                       year, approved during the following interim period,
                       of RMB0.02 per share (six months ended
                       30 June 2021: Nil)                                                4,674              10,487


                     Total                                                               4,674              10,487


                     It was resolved at the 2020 annual general meeting of the Company convened on 29 June
                     2021 to distribute dividends in cash at RMB0.02 per share (tax inclusive) to all shareholders
                     with the profit available for distribution realized in 2020 and the total dividends distributed
                     amounted to approximately RMB4.7 million.


       14.    Segment reporting
              Considering the framework of internal organisation, requirements of management and the system
              of internal reporting, the Group has presented two reportable segments, which are Dairy Farming
              and Dairy Products Production. Each reportable segment is a separate business unit which
              offers different products and services, and is managed separately because they require different
              technology and market strategies. The financial statements of the different segments is regularly
              reviewed by the Group’s management to make decisions about resources to be allocated to each
              segment and assess its performance.


              Segment                            Principal activities
              Dairy farming                      Breeding dairy cows to produce and sell raw milk
              Dairy products production          Producing and selling Pasteurised Milk, Ultra High Temperature
                                                   Milk, Modified Milk, Yogurt and Other Dairy Products




                                                                                                 INTERIM REPORT 2021   55
     Notes to the Financial Statements
     (Expressed in RMB unless otherwise indicated)




     II.    NOTES TO THE ITEMS OF CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
            14.    Segment reporting (Cont’d)
                  (1)    Segment results, assets and liabilities

                          For the purposes of assessing segment performance and allocating resources between
                          segments, the Group’s management regularly reviews the assets, liabilities, revenue, expenses
                          and financial performance, attributable to each reportable segment on the following bases:

                          Segment assets include all tangible, intangible, other non-current and current assets, such as
                          receivable, with the exception of deferred tax assets and other unallocated corporate assets
                          (if any). Segment liabilities include current and non-current liabilities, such as payables, bank
                          borrowings, attributable to the individual segments, but exclude deferred tax liabilities (if any).

                          Financial performance is operating income (including operating income from external
                          customers and inter-segment operating income) after deducting operating costs, taxes and
                          surcharges, selling and distribution expenses, general and administrative expenses, financial
                          expenses and non-operating income and expenses attributable to the individual segments
                          but exclude unallocated corporate expenses (if any). Transfer pricing of income among
                          reportable segments is in accordance with the similar terms of transaction with external
                          parties.




56   LANZHOU ZHUANGYUAN PASTURE CO LTD
Notes to the Financial Statements
(Expressed in RMB unless otherwise indicated)




II.    NOTES TO THE ITEMS OF CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
       14.    Segment reporting (Cont’d)
              (1)    Segment results, assets and liabilities (Cont’d)
                      Information regarding the Group’s reportable segments set out below is the measure of segment
                      profit or loss and segment assets and liabilities reviewed by the chief operating decision maker or
                      is otherwise regularly provided to the chief operating decision maker, even if not included in the
                      measure of segment profit or loss and segment assets and liabilities:


                                                Dairy Products      Elimination among
                      Dairy farming Segment Production Segment          Segments                 Total
                      January to January to January to January to January to January to January to January to
                         June in     June in   June in     June in   June in     June in   June in     June in
Item                        2021       2020      2021         2020      2021       2020      2021        2020
                        RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Revenue from external
   transactions             97,646     34,499      383,174     290,489                              480,820      324,987
Revenue from
   inter-segment
   transactions            119,183    105,786                              (119,183)    (105,786)
Depreciation and
   amortization
   expenses                 18,500     16,966       29,047      28,858                               47,546       45,823
Interest income              1,921         93        1,440       2,147                                3,361        2,241
Interest expense             1,450      1,851       10,938      13,899                               12,388       15,750
Total profits / (losses)     7,643      2,431       18,052      (6,075)                              25,695       (3,644)
Income tax expenses                                  2,841      (1,669)                               2,841       (1,669)
Net profits / (losses)       7,643       2,431      15,211      (4,406)                              22,854       (1,975)
Total assets             1,550,819   1,138,744   1,911,943   2,175,006     (750,035)    (654,820) 2,712,727    2,658,930
Total liabilities          916,080     771,370     936,669   1,329,639     (750,035)    (654,820) 1,102,714    1,446,189
Increase in non-current
   assets                   59,820     73,457       17,787      (44,443)                             77,608       29,014


              (2)    Geographic information
                      As the Group’s revenue is derived from customers located in the Mainland China and non-
                      current assets are mainly taken from and wholly located in Mainland China and all the branches
                      are managed on a national basis due to their similar customer classifications or classification and
                      similar regulatory environment in all regions, no information has been provided to the management
                      of the Group by geographical area in Mainland China.

              (3)    Major customers
                      In period from January to June in 2021 and 2020, there is no case in which revenue to a single
                      customer exceeds 10% of the total revenue of the Company.



                                                                                                      INTERIM REPORT 2021   57
     Notes to the Financial Statements
     (Expressed in RMB unless otherwise indicated)




     II.    NOTES TO THE ITEMS OF CONSOLIDATED FINANCIAL STATEMENTS (Cont’d)
            15.    Rate of return on net assets and earnings per share
                                                                                                                             Unit: RMB

                   Profit during the report
                   period                                                                       Earnings per share
                                               Rate of return on weighted
                                                 average net assets (%)        Basic earnings per share       Diluted earnings per share
                                                January to     January to      January to     January to      January to      January to
                                              June in 2021   June in 2020    June in 2021   June in 2020    June in 2021   June in 2020


                   Net profit attributable
                     to the Company’s
                     ordinary
                     shareholders                    1.43           (0.16)          0.10           (0.01)           0.10           (0.01)
                   Net profit attributable
                     to the ordinary
                     shareholders of the
                     Company after a
                     deduction of non
                     recurring profit or
                     loss                            1.83           (0.39)          0.13           (0.02)           0.13           (0.02)




58   LANZHOU ZHUANGYUAN PASTURE CO LTD