新疆天润乳业股份有限公司 （二） 股东大会召开的地点：新疆乌鲁木齐市经济技术开发区（头屯河区） 乌昌公路 2702 号新疆天润乳业股份有限公司办公楼一楼会议室 （三） 出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情 况： | 1、出席会议的股东和代理人人数 | 198 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 121,161,734 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 份总数的比例（%） | 38.4017 | | 证券代码：600419 | 证券简称：天润乳业 | 公告编号：2025-061 | | --- | --- | --- | | 债券代码：110097 | 债券简称：天润转债 | | 新疆天润乳业股份有限公司 2025年第二次临时股东大会决议公告 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： 本次会议是否有否决议案：无 一、 会议召开和出席情况 （一） 股东大会召开的时间：2025 年 10 月 28 日 3、 公 ...

北京市东城区建国门内大街 26 号新闻大厦 7 层、8 层 电话：010-88004488/66090088 传真：010-66090016 邮编：100005 北京国枫律师事务所 关于新疆天润乳业股份有限公司 2025 年第二次临时股东大会的 法律意见书 国枫律股字[2025]A0514 号 致：新疆天润乳业股份有限公司（贵公司） 北京国枫律师事务所（以下简称"本所"）接受贵公司的委托，指派律师出席并见证 贵公司 2025 年第二次临时股东大会（以下简称"本次会议"）。 本所律师根据《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》"）、《上市公司股东会规则》（以下简称"《股 东会规则》"）、《律师事务所从事证券法律业务管理办法》（以下简称"《证券法律业务 管理办法》"）、《律师事务所证券法律业务执业规则（试行）》（以下简称"《证券法律业 务执业规则》"）等相关法律、行政法规、规章、规范性文件及《新疆天润乳业股份有 限公司章程》（以下简称"《公司章程》"）的规定，就本次会议的召集与召开程序、召 集人资格、出席会议人员资格、会议表决程序及表决结果等事宜，出具本 ...

Core Viewpoint - Tianrun Dairy is facing significant financial challenges, reporting a net loss of 10.61 million yuan in the first three quarters of 2025, compared to a profit of 22.27 million yuan in the same period last year, primarily due to increased culling of low-value cows and provisions for bad debts related to student milk and nurturing projects [1][4][5]. Financial Performance - For the first three quarters of 2025, Tianrun Dairy achieved operating revenue of 2.074 billion yuan, a year-on-year decrease of 3.81% [1][4]. - The company reported a net loss of 10.61 million yuan, with the first quarter alone accounting for a significant portion of this loss, at 73.30 million yuan [4][5]. - Revenue for the second and third quarters was 771 million yuan and 678 million yuan, showing year-on-year declines of 3.94% and 4.84%, respectively [5]. Operational Adjustments - Since 2024, the company has been optimizing its cattle structure by increasing the culling of cows, resulting in a decrease in the number of cows from 64,800 at the end of 2024 to 51,900 by the end of the third quarter of 2025 [1][5]. - The company has indicated that it is actively responding to market conditions through strategic adjustments and refined management, aiming for "sales growth and reduced losses" [8]. Project Development - Tianrun Dairy's project for an annual production capacity of 200,000 tons of dairy products has seen a total investment of 367 million yuan, with an investment progress of 51.5% as of the end of 2024 [2][10]. - By mid-2025, the cumulative investment had increased to 381 million yuan, with a progress rate of 53.47% [10]. - The project is reported to have been completed and is in trial operation as of September 2025 [11]. Market Context - The dairy farming industry in China is currently experiencing overall losses, with cumulative income losses projected at 70 billion yuan from 2023 to 2025 [6]. - The first half of 2025 saw a 0.3% decline in national dairy product output compared to the previous year, exacerbated by intensified market price competition [8].

Core Viewpoint - Tianrun Dairy reported a decline in revenue and net profit for the first three quarters of 2025, indicating challenges in the dairy market and the need for strategic adjustments [4][5]. Financial Performance - For Q1-Q3 2025, the company achieved revenue of 2.074 billion yuan, a year-on-year decrease of 3.81%, and a net loss of 11 million yuan compared to a net profit of 22 million yuan in the same period last year [4]. - In Q3 2025, the company recorded revenue of 678 million yuan, down 4.84% year-on-year, with a net profit of 11 million yuan, a significant decrease of 77.60% year-on-year [4]. Product Category Performance - Revenue from various product categories in Q3 2025 included 358 million yuan from ambient dairy products, 264 million yuan from chilled dairy products, and 30 million yuan from livestock products, reflecting declines of 3.81% and 5.87% respectively, while livestock products saw an increase of 80.08% [5]. - The overall market demand remains weak, with ongoing price competition affecting revenue from both ambient and chilled dairy products [5]. Regional Performance - Revenue from the domestic market in Q3 2025 was 358 million yuan, up 10.16% year-on-year, while revenue from outside the region was 300 million yuan, down 13.68% [5]. - The company is expanding its sales network through various channels, including airports and convenience stores, to enhance consumer reach [5]. Sales Model Analysis - In Q3 2025, revenue from the distribution model was 580 million yuan, down 8.06% year-on-year, while direct sales revenue increased by 88.32% to 78 million yuan [5]. - The growth in direct sales is attributed to the establishment of an e-commerce subsidiary and the transition of the sub-brand Jiali from a distribution model to a direct sales model [5]. Profitability and Cost Analysis - The gross margin for Q1-Q3 2025 was 16.17%, decreasing to 14.72% in Q3 2025, reflecting a year-on-year decline of 5.14 percentage points [6]. - The increase in sales expenses is linked to promotional activities, with the sales expense ratio for Q3 2025 at 6.46%, up 0.06 percentage points year-on-year [6]. - The net profit margin for Q3 2025 was 1.66%, down 5.38 percentage points year-on-year, indicating pressure on profitability due to market conditions and inventory impairments [6].

Investment Rating - The report maintains a "Recommended" rating for Tianrun Dairy [6][5] Core Views - The company reported a revenue of 2.074 billion yuan for the first three quarters of 2025, a decrease of 3.81% year-on-year, and a net profit attributable to shareholders of -0.11 billion yuan, indicating a shift from profit to loss [3] - The company has shown resilience in operations despite industry supply and demand pressures, with expectations for improvement in raw milk prices as the supply situation stabilizes [5] Summary by Sections Financial Performance - For Q3 2025, the company achieved a revenue of 678 million yuan, down 4.84% year-on-year, and a net profit of 11 million yuan, down 77.60% year-on-year [3] - The gross margin for Q3 2025 was 14.72%, a decrease of 5.15 percentage points, while the net margin was 0.64%, down 5.68 percentage points [5] Product and Market Development - The company sold 226,800 tons of dairy products from January to September 2025, a year-on-year increase of 1.91%. The revenue from ambient dairy products in Q3 2025 was 358 million yuan, down 3.81% year-on-year [4] - New product launches include various low-temperature yogurt and milk beer flavors, contributing to a diversified product matrix [4] Regional Performance - Revenue from the Xinjiang region in Q3 2025 was 358 million yuan, up 10.16% year-on-year, while revenue from outside Xinjiang was 300 million yuan, down 13.68% year-on-year [4] - The company expanded its distribution network, increasing the number of distributors in Xinjiang to 388 and outside Xinjiang to 574, totaling 962 distributors [4] Future Outlook - Revenue projections for 2025 to 2027 are 2.750 billion, 2.957 billion, and 3.200 billion yuan, respectively, with net profits expected to be 27 million, 124 million, and 187 million yuan [5][10] - The current stock price corresponds to a price-to-earnings ratio (PE) of 116, 25, and 17 for the years 2025, 2026, and 2027, respectively [5][10]

Core Viewpoint - Xinjiang Tianrun Dairy Industry Co., Ltd. focuses on technological innovation and high-quality development during the 14th Five-Year Plan period, aiming to become a leading dairy enterprise in China [1][9]. Group 1: Technological Innovation and Quality Control - The company emphasizes the importance of dairy product quality and safety, establishing a comprehensive safety "lifeline" from source to end product [2]. - Tianrun Dairy utilizes advanced technologies such as intelligent near-infrared feed nutrient detection and real-time monitoring systems for cattle health, enhancing the precision of dairy farming [2][3]. - The company has implemented a full-chain control system with 112 detection processes for each batch of products, ensuring traceability and safety [4]. Group 2: Research and Development - Tianrun Dairy has developed a diverse product matrix, focusing on unique local strains and innovative products, including the "Xinjiang flavor" in its dairy offerings [5][6]. - The company collaborates with various academic institutions for research and has achieved significant milestones, including 12 invention patents and over 78 intellectual property achievements [5]. Group 3: Digital Transformation - The company has embraced a dual-driven model of "industrial digitization + digital industrialization," achieving over 50% efficiency improvement and 25% energy reduction in production [7]. - Tianrun Dairy's smart factory has been recognized as an exemplary project, integrating digital technologies across the entire supply chain [7]. Group 4: Market Strategy and Expansion - The company employs a "direct sales + distribution" model, establishing nearly a thousand specialty stores nationwide and collaborating with major e-commerce platforms for online sales [8]. - Tianrun Dairy aims to integrate agriculture, industry, and tourism, enhancing the value of its products and contributing to rural revitalization [8][9].

Core Viewpoint - Tianrun Dairy's Q3 report reveals struggles within the industry cycle, with a revenue decline of 3.81% year-on-year and a shift from profit to a net loss of 10.61 million yuan [1] Financial Performance - Revenue for the first three quarters reached 2.074 billion yuan, down 3.81% year-on-year [1] - The company reported a net profit loss of 10.61 million yuan, a significant change from previous profitability [1] Factors Impacting Performance - The decline in performance is attributed to two main short-term shocks: 1. Cost pressures from optimizing the herd structure, with an increased focus on eliminating low-production-value cattle [1] 2. Provision for bad debts related to accounts receivable, particularly in the student milk and nurturing project segments, highlighting collection risks [1] Industry Context - The dairy industry is experiencing systemic shocks due to a downward cycle, with fresh milk prices in major production provinces dropping by 3.2% year-on-year as of late September [1] - Tianrun Dairy's product structure increases its sensitivity to industry cycles, with 54% of revenue from ambient dairy products and about 40% from chilled dairy products, both highly competitive segments [1] Strategic Response - In response to declining raw milk prices and overcapacity among upstream companies, Tianrun Dairy is reducing herd size and focusing on high-yield cattle to mitigate sensitivity to low milk prices, adopting a strategy of "short-term losses for long-term efficiency" [1] - The company faces ongoing challenges, including slow recovery in liquid milk demand, high costs during the ramp-up of new capacity, and unresolved bad debt provisioning risks [1] Future Outlook - The ability to upgrade capacity and control costs will determine whether Tianrun Dairy can achieve a breakthrough when the industry cycle turns [2]

Core Viewpoint - Tianrun Dairy's Q3 report reveals struggles within the industry cycle, with a revenue decline of 3.81% year-on-year and a shift from profit to loss, indicating significant operational challenges amid low milk prices [1][2]. Financial Performance - Revenue for the first three quarters reached 2.074 billion yuan, down 3.81% year-on-year [1]. - The net profit attributable to shareholders turned negative, recording a loss of 10.6145 million yuan, with Q3 net profit dropping 77.60% year-on-year to 11.2418 million yuan [1][2]. - Despite a 1.91% increase in dairy product sales to 226,800 tons, revenue declined, suggesting a potential impact from industry price wars [2]. Cost and Operational Challenges - The company faces cost pressures due to optimizing herd structure, with plans to reduce the number of cattle from 64,800 to 51,900 by September 2025, resulting in short-term costs that erode profits [1][3]. - Bad debt provisions related to student milk and nurturing project milk businesses have further impacted profits, highlighting collection risks [2]. Industry Context - The dairy industry is experiencing systemic shocks, with average fresh milk prices in major producing provinces dropping 3.2% year-on-year, leading to a supply-demand imbalance [2]. - Tianrun Dairy's gross margin has decreased from 16.76% in 2024 to 16.17% in Q3 2025, reflecting ongoing profitability challenges [2]. Competitive Landscape - As a regional dairy company, Tianrun's product structure increases sensitivity to market cycles, with 54% of revenue from ambient dairy products and about 40% from chilled dairy products, both facing intense competition [2]. - The strategy of reducing herd size and focusing on high-yield cows aims to mitigate sensitivity to low milk prices, representing a common approach during industry capacity reduction phases [3]. Future Outlook - Short-term challenges include slow recovery in liquid milk demand, high costs during new capacity ramp-up, and unresolved bad debt risks [3]. - The ability to convert capacity upgrades and cost control into competitive advantages will be crucial for Tianrun Dairy to navigate the upcoming industry cycle turning point [3].

Investment Rating - The investment rating for the company is "Buy" [2][4]. Core Views - The company experienced a slight decline in revenue in Q3 due to ongoing weak demand in the dairy industry, with a year-on-year revenue decrease of 4.84% [4]. - The company's net profit for Q3 was 11.24 million, down 77.60% year-on-year, while the non-recurring net profit was 18.75 million, a decrease of 62.71% [2][4]. - The report anticipates that the company will show significant profit elasticity once supply and demand in the industry balance out, with projected EPS for 2025-2027 being 0.14, 0.54, and 0.71 respectively [4]. Summary by Sections Financial Performance - For the first three quarters of 2025, the company achieved a total revenue of 2.074 billion, a decrease of 3.81% year-on-year, and a net profit of -10.62 million, down 147.66% year-on-year [2][4]. - In Q3 alone, the company reported revenue of 678 million, a decline of 4.84% year-on-year, and a net profit of 11.24 million, down 77.60% year-on-year [2][4]. Product and Regional Performance - Revenue from various product segments in Q3 included 358 million from ambient dairy products, 264 million from chilled dairy products, and 30.47 million from livestock products, with year-on-year changes of -3.81%, -5.87%, and +80.10% respectively [4]. - Revenue from different regions showed an increase of 10.16% in the domestic market, while revenue from outside the region decreased by 13.69% [4]. Operational Strategies - The company is focusing on cost reduction and efficiency improvement through various measures, including expanding market channels and launching new product flavors [4]. - The company has opened over 800 stores nationwide and is optimizing its cattle structure to enhance breeding efficiency [4]. Profitability Outlook - The report indicates that the company's gross margin in Q3 was 14.72%, down 5.15 percentage points year-on-year, attributed to product mix effects [4]. - The overall profit outlook remains under pressure in the short term, but the company is expected to benefit from improved profitability once the industry stabilizes [4].

Market Overview - The beverage and dairy sector experienced a decline of 0.52% on October 24, with Tianrun Dairy leading the drop [1] - The Shanghai Composite Index closed at 3950.31, up 0.71%, while the Shenzhen Component Index closed at 13289.18, up 2.02% [1] Individual Stock Performance - Jiamu Food (605300) closed at 12.15, up 1.93% with a trading volume of 88,700 shares and a turnover of 107 million yuan [1] - Yiyili (600887) closed at 27.28, down 0.33% with a trading volume of 329,600 shares and a turnover of 900 million yuan [1] - Tianrun Dairy (600419) closed at 9.96, down 4.41% with a trading volume of 172,900 shares and a turnover of 173 million yuan [2] Capital Flow Analysis - The beverage and dairy sector saw a net outflow of 130 million yuan from institutional investors, while retail investors had a net inflow of 42.26 million yuan [2] - Major stocks like Yiyili and Tianrun Dairy experienced significant capital movements, with Yiyili seeing a net outflow of 86.86 million yuan from retail investors [3] Summary of Key Stocks - Yiyili had a net inflow of 68.63 million yuan from institutional investors, but a net outflow of 86.86 million yuan from retail investors [3] - Tianrun Dairy attracted a net inflow of 23.83 million yuan from institutional investors, but also faced a net outflow of 40.36 million yuan from retail investors [3] - Jiamu Food had a net inflow of 17.74 million yuan from institutional investors, indicating positive interest [3]