上海家化独立董事关于八届十二次董事会相关议案的独立意见 一、关于调整公司 2020年和2022年限制性股票激励计划回购价格及 2021年股 票期权激励计划行权价格的独立意见 公司董事会对 2020年限制性股票激励计划和 2022年限制性股票激励计划 回购价格及 2021 年股票期权激励计划行权价格的调整符合《公司章程》、《管理 办法》等相关法律法规、规章和规范性文件以及公司《2020年激励计划(2022 年 8 月修订)》、《2021 年激励计划(草案修订稿)》和《2022 年激励计划(草 案)》的相关规定,且本次调整已取得股东大会授权,调整程序合法、合规,不 存在损害公司及全体股东利益的情况。 综上所述,我们一致同意公司关于 2020年限制性股票激励计划、2021 年 股票期权激励计划和 2022 年限制性股票激励计划的调整事项。 独立董事签字: 王鲁军 运国非 肖立荣 2023 年 8 月 28 日 ...

证券代码：600315 证券简称：上海家化 公告编号：临 2023-033 上海家化联合股份有限公司 关于 2023 年第二季度主要经营数据的公告 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个别及连带责任。 根据上海证券交易所《上市公司行业信息披露指引第十三号—化工》的要求、 现将公司 2023 年第二季度主要经营数据披露如下： 一、主要产品的产量、销量及收入实现情况 | 主要产品 | 产量(支) | 销量(支) | 营业收入（元） | | --- | --- | --- | --- | | 护肤 | 55,087,831 | 12,751,533 | 462,136,733.96 | | 个护家清 | 183,577,735 | 69,571,408 | 656,923,487.98 | | 母婴 | 63,323,448 | 31,061,408 | 469,293,413.02 | | 合作品牌 | 6,148,492 | 2,979,598 | 56,839,410.24 | 注：护肤品类，包括佰草集、玉泽、典萃、高夫、双妹 ...

证券代码：600315 证券简称：上海家化 公告编号：临 2023-032 上海家化联合股份有限公司 八届十二次监事会决议公告 本公司监事会及全体监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个别及连带责任。 一、监事会会议召开情况 上海家化联合股份有限公司八届十二次监事会于 2023 年 8 月 28 日以现场及 视频方式召开，会议通知于 2023 年 8 月 18 日以邮件方式发出。会议应参加监事 3 名，实际参加监事 3 名。会议的召开符合《公司法》和《公司章程》的有关规 定，会议决议合法、有效。 二、监事会会议审议情况 会议审议并通过了如下议案： 1、审议通过公司 2023 年半年度报告； 表决情况：3 票同意，0 票反对，0 票弃权，通过本议案。 《上海家化联合股份有限公司 2023 年半年度报告》及摘要请见上海证券交 易所网站。 2、审议通过关于调整公司 2020 年和 2022 年限制性股票激励计划回购价格 及 2021 年股票期权激励计划行权价格的议案； 表决情况：3 票同意，0 票反对，0 票弃权，通过本议案。 鉴于公司 2022 年年 ...

证券代码：600315 证券简称：上海家化 公告编号：2023-030 上海家化联合股份有限公司 2022 年年度权益分派实施公告 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： 每股分配比例 A 股每股现金红利 0.21 元 相关日期 | 股份类别 | 股权登记日 | 最后交易日 | 除权（息）日 | 现金红利发放日 | | --- | --- | --- | --- | --- | | Ａ股 | 2023/8/23 | － | 2023/8/24 | 2023/8/24 | 差异化分红送转： 是 一、 通过分配方案的股东大会届次和日期 本次利润分配方案经公司 2023 年 6 月 28 日的 2022 年年度股东大会审议通过。 二、 分配方案 截至股权登记日下午上海证券交易所收市后，在中国证券登记结算有限责任公司上海分 公司（以下简称"中国结算上海分公司"）登记在册的本公司全体股东。 3. 差异化分红送转方案： （1）差异化利润分配方案 上市公司拟向全体股东每 10 股派发现金红利 2.1 元（含税）。截至 ...

国浩律师（上海）事务所 法律意见书 国浩律师（上海）事务所 关于上海家化联合股份有限公司 差异化分红事项之专项法律意见书 致：上海家化联合股份有限公司 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国 证券法》（以下简称"《证券法》"）、《上市公司股份回购规则》（以下简称"《回购 规则》"）、《上海证券交易所上市公司自律监管指引第 7 号——回购股份》（以下 简称"《回购指引》"）、《上海证券交易所股票上市规则》（以下简称"《上市规则》"） 以及《上海家化联合股份有限公司公司章程》（以下简称"《公司章程》"）等相关 法律、法规及规范性文件的规定，本所律师就上海家化联合股份有限公司（以下 简称"公司"）2022 年年度利润分配涉及的差异化分红特殊除权除息处理（以下 简称"本次差异化分红"）相关事项出具本法律意见书。 按照律师行业公认的业务标准、道德规范和勤勉尽责的精神，依据本法律意 见书出具日以前已发生或存在的事实，本所律师发表法律意见，并声明如下： 1、本所律师已严格履行法定职责，遵循了勤勉尽责和诚实信用原则，对与 出具本法律意见书有关的所有文件资料及证言进行了审查判断，对公司本次差异 ...

证券代码：600315 证券简称：上海家化 公告编号：临 2023-018 上海家化联合股份有限公司 关于召开 2022 年度暨 2023 年第一季度业绩说明会的公告 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个别及连带责任。 重要提示： 投资者可于 2023 年 5 月 18 日（星期四）至 5 月 24 日（星期三）16:00 前 登录上证路演中心网站首页点击"提问预征集"栏目或通过公司投资者关系邮 箱（ir@jahwa.com.cn）进行提问，公司将在说明会上对投资者普遍关注的问题 进行回答。 上海家化联合股份有限公司（以下简称"公司"）已于 2023 年 4 月 26 日发 布公司 2022 年年度报告和 2023 年第一季度报告，为便于广大投资者更全面深 入地了解公司 2022 年度及 2023 年第一季度经营成果、财务状况，公司计划于 2023 年 5 月 25 日下午 15:00-16:30 举行 2022 年度暨 2023 年第一季度业绩说明 会，就投资者关心的问题进行交流。 一、 说明会类型 本次投资者说明会以网络 ...

Financial Performance - Total operating revenue for 2022 was CNY 7,106,312,871.72, a decrease of 7.06% from CNY 7,646,123,006.52 in 2021[25] - Total operating costs for 2022 were CNY 6,525,610,183.17, down 8.46% from CNY 7,127,732,058.27 in 2021[25] - Net profit for 2022 was CNY 472,039,277.83, a decline of 27.36% compared to CNY 649,251,942.17 in 2021[26] - Comprehensive income for 2022 totaled CNY 181,022,607.44, significantly lower than CNY 521,602,072.13 in 2021[28] - The company reported a total profit of CNY 548,883,199.60 for 2022, down from CNY 764,341,580.23 in 2021[26] - The company reported a net loss attributable to shareholders of 135,413,235.89 RMB for the year 2022[36] - The total comprehensive income for 2022 was approximately ¥521.60 million[96] - The company reported a profit distribution of approximately -¥135.41 million, indicating a significant loss allocation to shareholders[96] Shareholder Information - The number of ordinary shareholders increased to 45,017 by the end of the reporting period, up from 42,897 at the end of the previous month[1] - The company had no preferred shareholders with restored voting rights as of the end of the reporting period[1] - The total issued share capital of the company as of December 31, 2022, is 678,873,194 shares, with a par value of 1.00 yuan per share, totaling 678,873,194.00 yuan[72] Cash Flow and Liquidity - Cash and cash equivalents at the end of 2022 were CNY 1,675,679,218.94, an increase from CNY 1,587,764,038.66 at the beginning of the year[30] - The company experienced a net cash outflow from financing activities of CNY 383,835,499.08 in 2022, compared to an outflow of CNY 228,370,607.91 in 2021[30] - The cash received from investment decreased by 31.04% year-on-year, amounting to 3,322,618,517.50 yuan compared to 4,818,036,407.64 yuan in the previous period[78] - The cash received from investment income increased by 69.69% year-on-year, reaching 209,293,850.37 yuan, up from 123,337,316.85 yuan[78] - The cash paid for dividends and interest increased by 40.96% year-on-year, totaling 234,241,987.20 yuan compared to 166,182,044.96 yuan in the previous period[78] - The cash received from financing activities decreased by 74.41% year-on-year, amounting to 12,081,400.00 yuan compared to 47,219,400.00 yuan[78] Assets and Liabilities - The total current assets increased from ¥1,597,254,055.90 in 2021 to ¥1,685,169,236.18 in 2022, reflecting a growth of approximately 5.5%[55] - The total current liabilities rose from ¥3,209,752,725.54 in 2021 to ¥3,533,228,648.26 in 2022, indicating an increase of about 10.1%[56] - The company's total liabilities decreased from ¥5,182,234,320.45 in 2021 to ¥5,020,001,233.87 in 2022, a reduction of approximately 3.1%[56] - The total equity attributable to shareholders increased from ¥6,963,277,401.62 in 2021 to ¥7,249,484,579.10 in 2022, representing a growth of about 4.1%[56] - The company's inventory rose from ¥872,052,322.43 in 2021 to ¥928,956,162.53 in 2022, reflecting an increase of about 6.5%[55] - The long-term borrowings decreased from ¥925,188,000.00 in 2021 to ¥751,271,950.00 in 2022, a decline of approximately 18.8%[56] - The deferred income tax liabilities decreased from ¥123,308,270.77 in 2021 to ¥114,340,214.64 in 2022, a reduction of about 7.3%[56] - The total equity attributable to the parent company at the end of 2022 was 6,499,224,054.26 RMB, with a decrease of 195,196,626.49 RMB compared to the previous year[34] - The company's total equity at the end of 2022 was approximately ¥7.96 billion, reflecting a slight decrease from ¥7.96 billion at the end of 2021[69] Research and Development - Research and development expenses for 2022 were CNY 159,892,218.26, slightly down from CNY 163,127,112.92 in 2021[26] - The company is engaged in the development, production, and sales of cosmetics and daily chemical products, indicating a focus on market expansion in these sectors[97] - The company is focused on enhancing its product offerings and expanding its market presence through new product development and strategic initiatives[97] Strategic Initiatives - The company aims for a double-digit revenue growth in 2023 compared to 2022, driven by consumer-centered strategies and brand innovation[85] - The company plans to enhance its brand through collaborations with industry experts and marketing strategies, focusing on personalized consumer needs[85] - The company will continue to develop its e-commerce channels, emphasizing refined operations and cross-brand user engagement[85] - The company will focus on enhancing its offline retail channels and improving customer service experiences in 2023[85] - The company will optimize processes and data through digital transformation to improve efficiency in marketing and supply chain[85] Accounting Policies and Estimates - The company’s financial statements are prepared based on specific accounting policies and estimates, including the measurement of expected credit losses on receivables and inventory valuation methods[43] - The company’s accounting year runs from January 1 to December 31[44] - The company conducts impairment testing for assets at least annually, especially for goodwill and intangible assets with indefinite useful lives[168] - The group recognizes expected credit losses based on the risk of default, calculating the present value of the difference between cash flows expected to be received and actual cash flows[175] - The group classifies receivables into several portfolios based on credit risk characteristics to calculate expected credit losses, including bank acceptance bills and receivables from customers classified by credit rating[178] Audit and Compliance - The company has identified key audit matters that are critical to the financial statements, emphasizing the importance of these matters in the overall audit process[46] - The financial statements were approved by the board on April 24, 2023, and will be submitted for shareholder review[98]

Financial Performance - The company's operating revenue for Q1 2023 was CNY 1,979,746,030.61, representing a decrease of 6.49% compared to the same period last year[3] - Net profit attributable to shareholders of the listed company was CNY 230,444,636.94, an increase of 15.59% year-on-year[3] - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY 227,123,123.79, up by 7.08% compared to the previous year[3] - Basic earnings per share for the period was CNY 0.34, reflecting a growth of 13.33%[5] - The diluted earnings per share also stood at CNY 0.34, with a similar increase of 13.33%[5] - The total comprehensive income for the period was CNY 233,149,086.43, compared to CNY 140,827,930.90 in the same quarter last year, reflecting an increase of about 65.5%[49] Cash Flow - The net cash flow from operating activities was CNY 455,962,079.73, down 17.02% year-on-year[3] - Cash inflow from operating activities totaled CNY 2,244,783,411.39, a slight increase from CNY 2,227,339,805.87 in the previous year, representing a growth of approximately 0.8%[31] - Cash outflow from operating activities amounted to CNY 1,788,821,331.66, compared to CNY 1,677,826,807.33 in the same period last year, indicating an increase of about 6.6%[31] - Cash inflow from investment activities was CNY 424,085,973.98, significantly lower than CNY 1,065,675,869.49 in the previous year, a decline of about 60%[31] - Net cash flow from investment activities showed a negative value of CNY -13,364,368.34, contrasting with a positive CNY 232,755,929.79 in the same quarter last year[49] - Cash outflow from financing activities totaled CNY 258,706,108.47, compared to CNY 117,134,602.38 in the previous year, indicating an increase of approximately 120%[49] Assets and Liabilities - Total assets at the end of the reporting period were CNY 12,573,685,159.00, an increase of 2.48% from the end of the previous year[5] - Total liabilities increased to CNY 5,086,619,512.69 in Q1 2023, compared to CNY 5,020,001,233.87 in Q1 2022[26] - Cash and cash equivalents were CNY 1,870,925,320.34 as of March 31, 2023, compared to CNY 1,685,169,236.18 in the previous year[24] - Inventory levels rose to CNY 1,070,694,119.06 in Q1 2023, up from CNY 928,956,162.53 in Q1 2022, indicating a growth of 15.2%[24] - The company's total assets as of March 31, 2023, amounted to CNY 12,573,685,159.00, up from CNY 12,269,485,812.97 at the end of 2022[26] Shareholder Equity - Shareholders' equity attributable to the listed company was CNY 7,487,065,646.31, up by 3.28% compared to the end of the previous year[5] - The company's equity attributable to shareholders increased to CNY 7,487,065,646.31 in Q1 2023, compared to CNY 7,249,484,579.10 in Q1 2022[26] Research and Development - Research and development expenses for Q1 2023 were CNY 32,730,020.98, slightly up from CNY 31,655,662.02 in Q1 2022[28] Non-Recurring Items - Non-recurring gains and losses amounted to CNY 3,321,513.15 for the period[6] - Other comprehensive income after tax amounted to CNY 2,704,449.49, a recovery from a loss of CNY -58,537,352.44 in the previous year[49]

Financial Performance - The company's operating revenue for Q3 2022 was ¥1,639,189,072.28, representing a year-on-year increase of 1.17% compared to ¥1,620,309,514.50 in the same period last year[6]. - Net profit attributable to shareholders for Q3 2022 was ¥155,541,575.24, an increase of 15.55% from ¥134,610,072.60 in the previous year[9]. - The net profit after deducting non-recurring gains and losses was ¥167,715,008.79, reflecting a year-on-year increase of 17.91%[9]. - The basic earnings per share for Q3 2022 was ¥0.23, up 15.00% from ¥0.20 in the same period last year[9]. - The weighted average return on equity increased to 2.24%, up 0.24 percentage points from 2.00% in the previous year[9]. - The net profit for the current period is 313,213,716.88, a decrease of 25.5% compared to 420,457,502.88 in the previous period[39]. - Total profit for the current period is 378,974,136.21, down from 507,798,170.69, reflecting a decline of 25.4%[39]. - The operating profit decreased to 374,762,437.98 from 504,820,452.01, representing a drop of 26%[39]. - The total comprehensive income attributable to the parent company's owners is 215,921,643.19, down from 362,292,183.35, a decrease of 40.5%[43]. - Basic and diluted earnings per share are both 0.47, down from 0.62 in the previous period[43]. Assets and Liabilities - Total assets at the end of the reporting period were ¥12,182,128,034.10, showing a slight increase of 0.30% compared to the end of the previous year[9]. - Total assets as of the latest reporting period were approximately $12.18 billion, a slight increase from $12.15 billion in the previous period[34]. - Total liabilities amounted to approximately $5.14 billion, a decrease from $5.18 billion in the previous year, reflecting a reduction of about 0.8%[34]. - The company's equity attributable to shareholders was approximately $7.05 billion, an increase from $6.96 billion in the same period of 2021, representing a growth of about 1.3%[34]. - The equity attributable to shareholders increased to ¥7,046,812,490.49, reflecting a growth of 1.20% from the previous year[9]. Cash Flow - The net cash flow from operating activities for the year-to-date was ¥758,336,677.74, down 22.67% from ¥980,640,760.45 in the previous year[9]. - The cash flow from operating activities for the current period is 758,336,677.74, down 22.6% from 980,640,760.45 in the previous period[44]. - Cash and cash equivalents at the end of the period are 1,464,422,470.02, a decrease from 1,968,152,527.73[48]. - Cash and cash equivalents as of September 30, 2022, were approximately ¥1.47 billion, down from ¥1.60 billion at the end of 2021[28]. - Cash flow from investment activities shows a net outflow of -453,170,864.06, compared to -32,989,937.05 in the previous period[44]. Shareholder Information - Total number of common shareholders at the end of the reporting period was 33,683[20]. - The largest shareholder, Shanghai Jahwa United Co., Ltd., holds 344,927,001 shares, accounting for 50.85% of total shares[20]. - The total number of shares held by the top ten shareholders includes significant stakes from state-owned and private investment firms[21]. Operational Changes - The company has made adjustments to its accounting policies, impacting the financial data for the previous year due to reclassification of certain costs[9]. - The company reclassified transportation costs from sales expenses to operating costs, impacting the financial statements by ¥169.46 million[26][27]. - The company reported a significant increase in credit impairment losses, totaling 2,918,477.32 compared to 2,745,091.82 in the previous period[39]. Market and Product Development - The company has not disclosed any new product developments or technological advancements during the reporting period[22]. - Future outlook and performance guidance were not explicitly detailed in the available documents[22]. - The company has not reported any mergers or acquisitions in the recent quarter[22]. Revenue and Costs - Total operating revenue for the first three quarters of 2022 was approximately $5.35 billion, a decrease from $5.83 billion in the same period of 2021, representing a decline of about 8.1%[37]. - Total operating costs for the first three quarters of 2022 were approximately $4.99 billion, down from $5.50 billion in the previous year, indicating a reduction of about 9.1%[37]. - Research and development expenses for the first three quarters of 2022 amounted to approximately $105.55 million, slightly decreased from $106.64 million in the same period of 2021[37]. - The company's net profit for the first three quarters of 2022 was not explicitly stated but can be inferred from the operating revenue and costs[37]. Accounts Receivable and Inventory - Accounts receivable increased to approximately ¥1.14 billion from ¥1.11 billion year-over-year[28]. - Inventory as of September 30, 2022, was approximately ¥960.18 million, an increase from ¥872.05 million at the end of 2021[28].

Financial Performance - The company's operating revenue for the first half of 2022 was approximately CNY 3.71 billion, a decrease of 11.76% compared to CNY 4.21 billion in the same period last year[20]. - The net profit attributable to shareholders for the first half of 2022 was approximately CNY 157.67 million, down 44.84% from CNY 285.85 million year-on-year[20]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was approximately CNY 200.71 million, a decrease of 39.58% compared to CNY 332.17 million in the previous year[20]. - The net cash flow from operating activities for the first half of 2022 was approximately CNY 435.04 million, down 34.46% from CNY 663.81 million in the same period last year[20]. - The gross profit margin decreased by 1.35 percentage points to 59.91% due to rising fixed costs and raw material prices[33]. - The company's total revenue for the first half of 2022 was approximately 3.71 billion RMB, a decrease of 11.76% compared to the same period last year[44]. - The total profit for the first half of 2022 was CNY 206,467,631.37, a decline of 40.5% compared to CNY 346,309,739.04 in the same period of 2021[130]. - The operating profit for the first half of 2022 was CNY 204,309,620.04, down 40.6% from CNY 343,401,350.46 in the same period of 2021[130]. Assets and Liabilities - The total assets of the company at the end of the reporting period were approximately CNY 12.38 billion, an increase of 1.95% compared to CNY 12.15 billion at the end of the previous year[20]. - The net assets attributable to shareholders at the end of the reporting period were approximately CNY 6.85 billion, a decrease of 1.56% from CNY 6.96 billion at the end of the previous year[20]. - The company's total assets increased to CNY 10,652,293,297.63 from CNY 10,331,623,974.75, representing a growth of 3.1%[126]. - Total liabilities rose to CNY 2,741,301,291.40, an increase from CNY 2,373,609,640.42, indicating a growth of 15.4%[126]. - The company's equity decreased slightly to CNY 7,910,992,006.23 from CNY 7,958,014,334.33, a decline of 0.6%[126]. Cash Flow - The cash inflow from operating activities decreased to ¥3,983,620,215.78 in the first half of 2022, down from ¥4,562,086,030.83 in the same period of 2021, representing a decline of approximately 12.7%[140]. - The net cash flow from operating activities was ¥435,040,852.66 for the first half of 2022, compared to ¥663,810,864.47 in the first half of 2021, indicating a decrease of about 34.4%[140]. - The cash inflow from investment activities totaled ¥1,634,509,298.36 in the first half of 2022, down from ¥2,298,736,266.81 in the same period of 2021, reflecting a decline of approximately 29%[143]. - The net cash flow from investment activities was -¥211,847,141.21 in the first half of 2022, contrasting with a positive cash flow of ¥129,288,396.92 in the first half of 2021[143]. - The ending balance of cash and cash equivalents was ¥1,643,520,087.10 at the end of the first half of 2022, down from ¥2,012,102,718.15 at the end of the first half of 2021[143]. Research and Development - The company reported a decrease in R&D expenses by 17.27% to 65 million yuan[33]. - Research and development expenses for the first half of 2022 were CNY 65,485,885.86, down from CNY 79,155,567.30, a decrease of 17.3%[126]. - The company's R&D expenses for the first half of 2022 were CNY 57,212,823.31, a decrease of 22.0% from CNY 73,378,557.00 in the previous year[132]. Market and Product Development - The skincare category saw a significant decline of 34.84% in sales due to logistics restrictions from the pandemic[36]. - The personal care category, particularly the Liushen brand, achieved a 23% year-on-year growth in e-commerce GMV during the 618 shopping festival[36]. - The company launched a new sunscreen product that ranked first in its category on Tmall on the day of its release[36]. - The company plans to launch several new products, including a high-moisture series and a joint development baby cream, aiming for double-digit revenue growth in the second half of 2022 compared to the same period in 2021[42]. Shareholder and Equity Information - The total number of ordinary shareholders as of the end of the reporting period is 28,251[96]. - The largest shareholder, Shanghai Jahwa (Group) Co., Ltd., holds 50.75% of the shares[97]. - The total equity attributable to the parent company's owners at the end of the reporting period is 6,963,277,401.62, unchanged from the previous year[152]. - The total owner's equity at the end of the current period is 6,854,805,498.87, showing growth from the previous year[163]. Corporate Governance and Compliance - The company has not disclosed any new product developments or market expansion strategies in this report[6]. - The company has not reported any changes in its controlling shareholders or actual controllers during the reporting period[106]. - The company has not provided any guarantees to shareholders, actual controllers, or their related parties[89]. - The company has no major litigation or arbitration matters during the reporting period[81]. Environmental and Social Responsibility - The company aims to peak carbon emissions by 2025, targeting a 30% reduction in carbon emissions from its own factories and a 50% overall environmental impact reduction[72]. - The company has implemented measures that resulted in a carbon reduction of approximately 56 tons through steam savings and 0.33 tons through electricity savings[72]. - The company donated over 2 million yuan worth of supplies to support COVID-19 relief efforts during the reporting period[75].