Financial Performance - The company's operating revenue for Q1 2024 reached CNY 270,364,678.79, representing a year-on-year increase of 20.93%[14] - Net profit attributable to shareholders decreased by 13.82% to CNY 53,356,720.93 compared to the same period last year[14] - The net profit attributable to shareholders after deducting non-recurring gains and losses increased by 51.70% to CNY 60,051,090.77[14] - Operating profit for Q1 2024 was RMB 53,357,387.23, down 20% from RMB 66,373,113.66 in Q1 2023[26] - The total pre-tax profit for Q1 2024 was RMB 53,356,720.93, a decrease of 19.6% compared to RMB 66,369,872.12 in Q1 2023[47] - The net profit for Q1 2024 was RMB 53,356,720.93, down from RMB 61,912,343.94 in Q1 2023, reflecting a decline of 13.8%[47] - Basic and diluted earnings per share for Q1 2024 were both RMB 0.15, compared to RMB 0.17 in Q1 2023, indicating a decrease of 11.8%[47] Cash Flow and Liquidity - The net cash flow from operating activities was CNY 165,267,314.03, down 19.46% year-on-year[14] - Net cash flow from operating activities for Q1 2024 was RMB 165,267,314.03, compared to RMB 205,202,602.09 in Q1 2023, reflecting a decrease of approximately 19.5%[29] - The company reported a significant decrease in cash and cash equivalents, which fell to CNY 162,410,996.18 from CNY 544,174,213.28[22] - The cash and cash equivalents at the end of Q1 2024 were RMB 162,410,996.18, down from RMB 273,550,951.43 at the end of Q1 2023, representing a decrease of 40.6%[50] - Total cash and cash equivalents decreased by RMB 381,763,217.10 in Q1 2024, contrasting with an increase of RMB 49,208,513.62 in Q1 2023[50] - The net cash flow from financing activities for Q1 2023 was negative RMB 20,735,777.78, indicating a significant outflow compared to the previous period[50] Assets and Liabilities - Total assets as of March 31, 2024, amounted to CNY 2,669,986,925.33, an increase of 2.28% from the end of 2023[14] - Total liabilities increased to RMB 87,008,528.27 as of March 31, 2024, up from RMB 80,720,655.24 at the end of 2023[24] - The total amount of raised funds invested in projects was RMB 121,218,525.91, with a remaining balance of RMB 4,971,481.29 after project completion[41] - The total liabilities and equity amounted to RMB 2,669,986,925.33 as of March 31, 2024, compared to RMB 2,610,342,331.37 at the end of 2023[24] Shareholder Equity - Shareholders' equity attributable to the parent company was CNY 2,582,978,397.06, reflecting a 2.11% increase from the previous year[14] - Total equity attributable to shareholders rose to RMB 2,582,978,397.06 as of March 31, 2024, compared to RMB 2,529,621,676.13 at the end of 2023, marking an increase of approximately 2.1%[24] Research and Development - Research and development expenses for Q1 2024 were RMB 1,539,178.88, up from RMB 1,245,906.26 in Q1 2023, indicating a focus on innovation[26] Financial Income and Expenses - The company reported a significant decrease in interest expenses, with a net financial income of RMB -4,437,383.88 in Q1 2024 compared to RMB 3,719,581.26 in Q1 2023[26] - The company did not incur any income tax expenses in Q1 2024, compared to RMB 4,457,528.18 in Q1 2023[47] Foreign Exchange Impact - The company reported a positive impact of RMB 2,343,588.23 from foreign exchange fluctuations on cash and cash equivalents in Q1 2024[50]

Corporate Governance and Board Structure - The company's Board of Directors consists of nine members, including four executive directors, two non-executive directors, and three independent non-executive directors[12] - The company's Board of Directors held multiple meetings throughout 2023, with attendance records indicating full participation in key sessions[15] - The company ensures that all newly appointed directors receive comprehensive onboarding materials covering business operations, policies, and regulatory responsibilities[13] - The company's board has established four subcommittees: audit committee, nomination committee, remuneration and assessment committee, and strategy committee, each with terms of reference in line with corporate governance principles[36] - The company's audit committee, composed entirely of independent non-executive directors, oversees financial reporting, risk management, and corporate governance[134] - The company's strategic committee is responsible for studying medium- and long-term development strategies and major issues affecting the company's growth[137] - The company's remuneration and assessment committee, chaired by independent non-executive director Mr. Gong Fan, is responsible for reviewing and approving compensation for executive directors and senior management[42] - The company has adopted a board diversity policy and set measurable goals to promote diversity among board members[127] - The Board is responsible for developing and reviewing the company's corporate governance policies and practices, as well as monitoring compliance with legal and regulatory requirements[106] - The company's corporate governance measures are based on the principles and code provisions of the Corporate Governance Code in Appendix C1 of the Hong Kong Listing Rules[105] - The company's Articles of Association were updated, and the revised version can be accessed on the company's website, the Shanghai Stock Exchange, and the Hong Kong Stock Exchange[93] Risk Management and Internal Control - The company's risk management is executed by the Audit Committee, which assists the Board in monitoring compliance with risk management procedures, systems, and internal controls[24] - The company's internal control objectives include ensuring legal and regulatory compliance, asset safety, and the integrity of financial reports, while also improving operational efficiency and effectiveness[25] - The company's internal control system includes a monitoring mechanism to identify and rectify control deficiencies promptly[25] - The company's internal audit department reports directly to the chairman and also communicates with the audit committee, with audit results discussed with the audit committee and reported to the CEO, CFO, external auditors, and relevant department management[40] - The company's internal control department conducts risk-oriented work, urging relevant departments and subsidiaries to rectify issues identified during inspections and reporting progress to the audit committee and management[38] - The company's internal control system plays a key role in risk management, which is crucial for achieving operational objectives[141] - The company's board of directors is responsible for the integrity of financial data and the effectiveness of internal control and risk management procedures, with the CEO and management responsible for achieving business objectives and daily operations[35] Financial Performance and Investments - The company has invested a total of RMB 123,020,960.91 in various concentrated juice production line projects, with a remaining balance of RMB 4,437,284.30 compared to the committed investment amount[34] - The Dalian Andeli 30-ton concentrated juice production line project has been completed with an investment of RMB 60,328,644.08, leaving a balance of RMB 2,671,355.92[34] - The Yongji Andeli 40-ton concentrated peach juice and 10-ton concentrated hawthorn juice production line project is ready for use, with an investment of RMB 60,657,216.83 and a remaining balance of RMB 1,765,928.38[34] - The company has terminated the multi-variety concentrated juice production line project after investing RMB 2,035,100.00[34] - The company's capital commitments are detailed in Note 14.(i).3 of the financial statements[107] - The company has no significant investments other than those disclosed in Note 5.2 of the financial statements as of December 31, 2023[98] - The company's proposed profit or dividend distribution amounted to RMB 52,350,000.00[177] - The company's dividend receivable from Andre Juice Co., Ltd. at the end of the period amounted to RMB 25,699,658.48, unchanged from the beginning of the period[182] - The company's foreign currency financial assets and liabilities converted into RMB as of December 31, 2023, amounted to RMB 203[152] - The company issued 20,000,000 A-shares at RMB 7.60 per share, raising a total of RMB 152,000,000[194] - The net proceeds from the A-share issuance were RMB 121,500,000 after deducting issuance costs of RMB 30,500,000[194] - The company renewed the construction and installation service agreement with Andre Construction for three years until December 31, 2024[196] Employee and Diversity Initiatives - The company's total employee count during the reporting period was 35% female and 65% male[28] - The company has implemented measures to promote diversity at all employee levels, ensuring equal opportunities for employment, training, and career development[28] - The company's average number of employees in 2023 was 1,015, an increase from 922 in 2022[99] - Employee costs (including director remuneration) for 2023 were RMB 78,051,860, compared to RMB 66,052,366 in 2022[99] - The company's Secretary, Ms. Wu Minyi, completed over 15 hours of professional training during the review year[4] Market and Product Strategy - The company terminated a project due to significant changes in market conditions and decreased demand for multi-variety products[86] - The company's downstream customers faced competition from on-site beverage preparation, impacting demand for multi-variety products[86] - The company's multi-variety products, such as peach, pomegranate, and strawberry, have growth potential but require market cultivation by downstream customers[86] - The company's downstream customers became more cautious in launching new products and investments due to global economic recovery slowdown[86] - The company's multi-variety products faced cost disadvantages compared to low-priced alternatives[86] - The company's multi-variety products' sales data in the first three quarters of 2021 indicated a significant market environment change[86] - The company is heavily reliant on a single product, concentrated apple juice, which poses a risk due to potential market price fluctuations[120] - The company plans to expand production capacity in Xinjiang and tap into new markets in Central Asia and Europe along the "Belt and Road" initiative[129] - The company's sales network has expanded to major global markets, including the US, Japan, Europe, Oceania, Africa, South America, and the domestic Chinese market[117] - The company aims to continue developing new product markets and customer groups, with a focus on increasing market share[117] Financial Position and Liabilities - Cash and cash equivalents amounted to approximately RMB 544,174,213 as of December 31, 2023[82] - The company's asset-liability ratio was approximately 3.09% as of December 31, 2023, compared to 9.21% in 2022[82] - Total liabilities were approximately RMB 80,720,655 as of December 31, 2023, down from RMB 240,403,543 in 2022[82] - Total assets were approximately RMB 2,610,342,331 as of December 31, 2023, slightly up from RMB 2,609,813,360 in 2022[82] - The company has sufficient financial resources to meet ongoing operational needs, with no outstanding bank loans as of December 31, 2023[109] Accounts Receivable and Bad Debt - The company's accounts receivable at the end of the period amounted to RMB 131,840,823.95, with a bad debt provision of RMB 8,241,570.92, representing 6.25% of the total accounts receivable[162] - The company's accounts receivable at the beginning of the period amounted to RMB 227,957,784.24, with a bad debt provision of RMB 14,252,275.60, representing 6.25% of the total accounts receivable[162] - Accounts receivable within 1 year decreased from 90,299,855.64 to 73,834,973.66, a decrease of 18.2%[183] - Total accounts receivable increased from 90,299,855.64 to 128,428,955.11, an increase of 42.2%[183] - Bad debt provision decreased from 1,344,210.13 to 21,655.16, a significant reduction of 98.4%[184] - Accounts receivable from consolidated subsidiaries increased from 63,415,653.12 to 128,095,851.85, a 102% increase[183] - Akesu Andre Juice Co., Ltd. accounts for 53.62% of the total accounts receivable balance[186] Shareholder and Equity Information - The company issued 20,000,000 A-shares on the Shanghai Stock Exchange on September 18, 2020[108] - The company's H-shares were listed on the Hong Kong Stock Exchange's GEM board on April 22, 2003, and transferred to the Main Board on January 19, 2011[108] - Donghua Fruit Industry Co., Ltd. directly holds 65,779,459 A shares, with Hong An International Investment Co., Ltd. and Ms. Wang Meng deemed to have interests in these shares[3] - Uni-President China Holdings Ltd. holds 63,746,040 A shares through its subsidiaries, representing approximately 12.15% and 6.11% of the company's total issued share capital[5] - Ms. Wang Meng indirectly owns 100% of the issued share capital of Donghua Fruit Industry Co., Ltd., which holds 65,779,459 A shares[8] - Ms. Wang Meng directly owns all issued share capital of Hong An International Investment Co., Ltd., which holds 8,600,000 H shares[9] - Tiandi Win-Win Investment Management Co., Limited holds 11,000,000 H shares, with Mr. Chen Sheng deemed to have interests in these shares through his over 70% stake in Tiandi Yihao Beverage Co., Ltd.[10] Tax and Dividend Information - Non-resident enterprises are subject to a 10% withholding tax on dividends distributed by the company[188] - Individual shareholders from countries with tax treaties may enjoy a reduced dividend tax rate of 10% without additional application[189] Audit and Compliance - The audit committee has resolved to reappoint Da Hua Certified Public Accountants for the 2024 fiscal year audit, pending final approval at the upcoming annual general meeting[41] - The company's directors and supervisors confirmed compliance with required transaction standards and the Securities Code for the year 2023[7] - The company does not currently have insurance arrangements for potential legal actions against its directors, as the Board believes the risk is low and the benefits may not outweigh the costs[105] Foreign Exchange and Risk Mitigation - The company is taking measures to mitigate foreign exchange risks by monitoring foreign currency transactions and using forward exchange contracts[132]

Financial Performance and Strategy - The company aims to maintain its market share in established regions while developing new emerging markets, with a focus on diversifying its product range to include high-value products like apple fructose and peach juice[3]. - Future financing strategies will include targeted placements, share issuance, convertible bonds, or bank loans to support sustainable development[4]. - The company has no reliance on major customers and did not identify significant related risks during the reporting period[158]. - The company will distribute dividends in cash, with a minimum of 10% of the distributable profits allocated for cash dividends each year[146]. - The company proposed a final dividend of approximately RMB 52,350,000 (tax included) or RMB 1.50 per ten shares for the fiscal year 2023[156]. - As of December 31, 2023, the company's distributable reserves amounted to RMB 638,241,153, an increase from RMB 625,085,526 in 2022[162]. Governance and Board Structure - The board of directors consists of nine members, including four executive directors and three independent non-executive directors[32]. - The roles of the chairman and the CEO are clearly distinguished to ensure a balanced distribution of power and authority[36]. - The company has no service contracts with directors or supervisors that cannot be terminated within one year without compensation[33]. - The board is responsible for the integrity of financial information and the effectiveness of internal control and risk management systems[35]. - All directors have entered into service contracts lasting three years, expiring at the conclusion of the annual general meeting in 2025[53]. - The company encourages directors and senior executives to participate in professional development courses related to corporate governance and compliance[38]. - The board regularly reviews its functions and the powers delegated to the CEO to ensure appropriateness[35]. - The company adheres strictly to its articles of association and relevant laws and regulations, including the listing rules of the Shanghai Stock Exchange and Hong Kong Stock Exchange[50]. - The board has not arranged for insurance coverage for potential legal actions against directors due to the low risk involved[51]. - The company has established governance policies and monitors the training and professional development of directors and senior management[52]. - The company’s board believes the current board structure provides a good balance of diverse skills and experience suitable for its business[139]. - The company’s articles of association were amended and became effective on May 25, 2023, reflecting necessary updates[147]. Risk Management and Internal Control - The company has established a risk management and internal control system that is deemed effective and sufficient by the board of directors[79]. - The internal control department conducts annual risk assessments and reports to the audit committee, ensuring that significant risks are identified and addressed[77]. - The company has adopted a code of conduct for securities trading, ensuring that all directors are reminded not to trade the company's securities before performance announcements[68]. - The internal audit department is responsible for independent audits of the internal control system, focusing on financial and operational audits, compliance with regulations, and production efficiency audits[79]. - The audit committee, composed entirely of independent non-executive directors, is responsible for reviewing financial reports and risk management[83]. - The internal control system is regularly reviewed by the audit committee to ensure its effectiveness in managing risks[95]. - The company has a structured process for identifying and managing significant business risks, including legal and reputational risks[129]. - The company has established a risk management strategy to identify and monitor its risk portfolio[81]. - The company’s risk management framework follows a "three lines of defense" model[99]. - The board confirms that it has systems in place to identify, manage, and report significant risks to achieve strategic objectives[98]. Operational Developments - The company acquired land use rights, buildings, and equipment for RMB 59,906,390.20 to expand production capacity in Xinjiang, enhancing its competitive position in Central Asia and the "Belt and Road" emerging markets[1]. - The group spent approximately RMB 114,001,399 on expanding production lines, constructing factories, and purchasing equipment during the reporting period[192]. - The company plans to invest RMB 62,600,000 in the construction of new production lines for concentrated peach juice and hawthorn juice to meet increasing customer demand[199]. - The company’s concentrated apple juice production line expansion will increase the output of high-acid products, optimizing capacity layout to meet diverse customer needs[198]. - The company’s investment in new projects aims to enhance profitability and market competitiveness, creating new profit growth points[199]. - The company has established long-term and stable partnerships with large beverage manufacturers, ensuring steady global market demand for concentrated apple juice[198]. - The company will change the use of RMB 63,000,000 from the original project to new projects, enhancing the certainty of investment returns[198]. Communication and Transparency - The company held 13 interviews and 2 video conferences with analysts and investors during the year, facilitating direct communication with senior management and operational staff[145]. - The company established an information disclosure review committee to ensure the accuracy, completeness, and timeliness of external disclosures[144]. - The company adheres to the disclosure responsibilities under the Hong Kong and Shanghai listing rules regarding inside information[97]. - The audit committee held four meetings in 2023 to review the financial reports and internal controls[108]. - The supervisory board held six meetings in 2023 to review the company's financial status and compliance with legal operations[70]. Employee and Diversity Initiatives - The company has adopted a board diversity policy and aims for measurable targets to enhance performance[120]. - Female employees account for 35% of the total workforce, while male employees account for 65%[120]. - The company has implemented a comprehensive onboarding process for newly appointed directors, covering business operations, policies, and regulatory responsibilities[57]. - The remuneration committee approved the annual compensation for directors and senior management during two meetings in 2023[112].

证券代码：605198 证券简称：安德利 公告编号：2023-052 烟台北方安德利果汁股份有限公司 关于控股股东及其一致行动人权益变动 超过 1%的提示性公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者 重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： ●本次权益变动为公司回购注销 H 股导致的被动变化，不触及要约收购，不会使 公司控股股东及实际控制人发生变化。 烟台北方安德利果汁股份有限公司（以下简称"公司"）于 2023 年 12 月 6 日收 到控股股东山东安德利集团有限公司（以下简称"信息披露义务人"、"安德利集 团"）《关于权益变动超过 1%的告知函》。现将其有关情况公告如下： | 信息披露 | 名称 | | | | | | | | | 山东安德利集团有限公司 | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 义务人基 本信息 | 住所 | | | | | | | | 山东省烟台市牟平区新城大街 | | ...

烟台北方安德利果汁股份有限公司 关于注销已回购 H 股股份的公告 证券代码：605198 证券简称：安德利 公告编号：2023-051 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者 重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、本次回购的基本情况 烟台北方安德利果汁股份有限公司（以下简称"公司"或"本公司"）于 2023 年 5 月 25 日召开 2022 年年度股东大会、2023 年第一次 A 股类别股东会议及 2023 年第一 次 H 股类别股东会议，审议通过了《关于提请股东大会给予董事会一般性授权以决定 回购不超过本公司已发行 H 股总数的 10%股份的议案》。具体议案内容详见本公司同日 披露于上海证券交易所官网（www.sse.com.cn）的《烟台北方安德利果汁股份有限公 司 2022 年年度股东大会、2023 年第一次 A 股类别股东会议及 2023 年第一次 H 股类别 股东会议决议公告》，公告编号（2023-018）。 2023 年 9 月 22 日至 11 月 24 日期间，本公司已实施 H 股回购 14 次，回购 H 股总 量 8,700,000 ...

FF304 翌日披露報表 (股份發行人 ── 已發行股本變動及/或股份購回) 表格類別： 股票 狀態： 新提交 | 5). | 購回股份(或其他證券)但沒有註銷 | 17,500 | 0.005 | % | % | | --- | --- | --- | --- | --- | --- | | | 變動日期 2023年11月10日 | | | | | | 6). | 購回股份(或其他證券)但沒有註銷 | 4,500 | 0.001 | % | % | | | 變動日期 2023年11月13日 | | | | | | 7). | 購回股份(或其他證券)但沒有註銷 | 39,000 | 0.011 | % | % | | | 變動日期 2023年11月14日 | | | | | | 8). | 購回股份(或其他證券)但沒有註銷 | 3,500 | 0.001 | % | % | | | 變動日期 2023年11月15日 | | | | | | 9). | 購回股份(或其他證券)但沒有註銷 | 32,000 | 0.009 | % | % | | | 變動日期 2023年11月16日 | | | | | | 10) ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2023年11月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 烟台北方安德利果汁股份有限公司 (於中華人民共和國註冊成立之股份有限公司) 呈交日期: 2023年12月5日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | H | | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 | 02218 | 說明 | 安德利果汁 | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 87,164,000 | RMB | | 1 RMB | | 87,164,000 | | 增加 / 減少 (-) | | | | | | RMB | | | | 本月底結存 | | | 87,164,000 | RMB | | 1 RMB | | 87,164,000 | | 2. 股份分類 | 普 ...

证券代码：605198 证券简称：安德利 公告编号：2023-050 烟台北方安德利果汁股份有限公司 关于 2023 年 11 月实施 H 股回购情况的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者 重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 烟台北方安德利果汁股份有限公司（以下简称"公司"或"本公司"）于 2023 年 5 月 25 日召开 2022 年年度股东大会、2023 年第一次 A 股类别股东会议及 2023 年第一 次 H 股类别股东会议，审议通过了《关于提请股东大会给予董事会一般性授权以决定 回购不超过本公司已发行 H 股总数的 10%股份的议案》。 根据一般性授权，本公司于 2023 年 9 月 22 日开始实施 H 股回购，现将公司 2023 年 11 月在授权范围内的 H 股回购情况公告如下： 本公司 2023 年 11 月共实施 H 股回购 11 次，回购 H 股 5,161,000 股，占股东大会 批准一般性授权之日公司已发行 H 股股份总数的 5.92%，占公司股份总数的 1.44%，支 付资金总额为 38,773,740.00 港元（不 ...

FF304 翌日披露報表 (股份發行人 ── 已發行股本變動及/或股份購回) 表格類別： 股票 狀態： 新提交 公司名稱： 烟台北方安德利果汁股份有限公司 呈交日期： 2023年11月24日 第 1 頁 共 5 頁 v 1.2.5 | 5). | 購回股份(或其他證券)但沒有註銷 | | 17,500 | 0.005 % | % | | --- | --- | --- | --- | --- | --- | | | 變動日期 | 2023年11月10日 | | | | | 6). | 購回股份(或其他證券)但沒有註銷 | | 4,500 | 0.001 % | % | | | 變動日期 | 2023年11月13日 | | | | | 7). | 購回股份(或其他證券)但沒有註銷 | | 39,000 | 0.011 % | % | | | 變動日期 | 2023年11月14日 | | | | | 8). | 購回股份(或其他證券)但沒有註銷 | | 3,500 | 0.001 % | % | | | 變動日期 | 2023年11月15日 | | | | | 9). | 購回股份(或其他證券)但沒有註銷 | | ...

FF304 翌日披露報表 (股份發行人 ── 已發行股本變動及/或股份購回) 表格類別： 股票 狀態： 新提交 公司名稱： 烟台北方安德利果汁股份有限公司 呈交日期： 2023年11月23日 | 第一章節 | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | 1. 股份分類 | 普通股 | | 股份類別 H | | 於香港聯交所上市(註11) | 是 | | | 證券代號 (如於香港聯交所上市) | 02218 | | 說明 | | | | | | 發行股份 | (註6及7) | | 股份數目 | 已發行股份佔 有關股份發行前的 現有已發行股份數目 百分比 (註4、6及7) | 每股發行價 (註1及7) | 上一個營業日 的每股收市價 (註5) | 發行價較市值的折讓/ 溢價幅度(百分比) (註7) | | 於下列日期開始時的結存(註2) | | 2023年8月31日 | 87,164,000 | | | | | | 1). | 購回股份(或其他證券)但沒有註銷 | | 651,000 | 0.182 % | | | % | | ...