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： 股票代码：600429 股票简称：三元股份 公告编号：2025-043 北京三元食品股份有限公司 股权激励限制性股票回购注销实施公告 回购注销原因：根据《上市公司股权激励管理办法》《公司2022 年限制性股 票激励计划（草案）》（简称"激励计划"）的相关规定，结合公司 2024 年度业绩完 成情况，第二个解除限售期公司层面业绩考核目标未达成，解除限售条件未成就； 同时，部分激励对象因退休、工作调动、离职等原因不再具备激励对象资格；故 需回购注销167 名激励对象已获授但尚未解锁的限制性股票共7,086,978 股。 本次注销股份的有关情况： | 回购股份数量（股） | 注销股份数量（股） | 注销日期 | | | | --- | --- | --- | --- | --- | | 7,086,978 | 7,086,978 | 年 2025 | 月 11 | 日 7 | 一、本次限制性股票回购注销的决策与信息披露 2025 年8 月19 日，公司第九届董事会第三次 ...

北京大成律师事务所 关于北京三元食品股份有限公司 2022 年 限 制 性 股 票 激 励 计 划 之 回 购 注 销 部 分 限 制 性 股 票实施情况的 泼律意见书 北京大成律师事务所(以下简称"本所")接受北京三元食品股份有限公司 (以下简称"三元股份"或"公司")的委托,担任三元股份2022年限制性股票 激励计划(以下简称"本激励计划")的专项法律顾问,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》")、中国证券监督管理委员会(以下简称"中国证监会")《上市公司股权激 励管理办法》(以下简称"《管理办法》")、《上海证券交易所股票上市规则》(以 下简称"《上市规则》")《国有控股上市公司(境内)实施股权激励试行办法》(以 下简称"《175 号文》")、《关于规范国有控股上市公司实施股权激励制度有关问 题的通知》(国资发分配[2008]171 号,以下简称"《171 号文》")、《中央企业控股 上市公司实施股权激励工作指引》(国资考分[2020]178 号)、北京市人民政府国 有资产监督管理委员会(以下简称"北京市国资委")《关于印发<关于市管 ...

Core Points - The 2025 Beijing Evening News Youth Basketball Cup concluded successfully, celebrating its tenth anniversary with enhanced scale and support from various companies [2] - Companies like Sanyuan Student Milk, Kayo, Beijing Huatian Group, and Yida Gum contributed significantly to the event, promoting healthy growth concepts among young athletes [2][4] Company Involvement - Sanyuan Student Milk emphasizes its role not just as a product but as a partner in safeguarding children's health, aiming to integrate scientific milk consumption with sports health concepts into daily growth [4] - Sanyuan's General Manager, Chen Haifeng, expressed commitment to using high-quality products to support children's health and contribute positively to society and the future generation [4] - Beijing Huatian Group introduced the "Eat-Move Balance" health concept, linking traditional cuisine with sports vitality during the event [4] - Yida Gum provided solutions for stress relief and emotional regulation for children before the games, enhancing the overall experience [4]

Investment Rating - The report maintains an "Outperform" rating for the company [6][4]. Core Insights - The company reported a total revenue of 4.871 billion yuan for the first three quarters of 2025, a year-on-year decrease of 10%, but achieved a net profit attributable to shareholders of 236 million yuan, a significant increase of 125% year-on-year [6]. - The third quarter revenue was 1.54 billion yuan, showing a smaller decline of 0.82% compared to the previous year, with a net profit of 53.14 million yuan, recovering from a loss of 22.63 million yuan in the same period last year [6]. - The company is shifting its strategy from revenue-driven to profit-driven, implementing internal reforms such as sales system adjustments and resource focus [6]. Financial Data and Profit Forecast - Total revenue forecast for 2025 is 7.127 billion yuan, with a projected year-on-year growth of 1.6% [5]. - The net profit attributable to shareholders is expected to be 89 million yuan in 2025, with a year-on-year growth of 63.1% [5]. - The gross margin for Q3 2025 was 18.7%, a decrease of 2 percentage points year-on-year, attributed to cost reductions and product structure adjustments [6]. Revenue and Profitability Trends - The company has seen a gradual improvement in revenue performance throughout the year, with a focus on the Beijing-Tianjin-Hebei region and fresh milk products [6]. - The number of distributors has decreased by 1,640, indicating a strategic focus on key areas and product categories [6]. - The company launched a new low-temperature product, "Beijing Fresh Milk," which has positively impacted brand recognition and sales in the Beijing area [6].

Investment Rating - The report maintains an "Outperform" rating for the company [2] Core Insights - The company reported a total revenue of 4.87 billion yuan for the first three quarters of 2025, a year-on-year decrease of 10%, but achieved a net profit attributable to shareholders of 236 million yuan, a significant increase of 124.8% year-on-year [7] - The revenue for Q3 2025 was 1.54 billion yuan, showing a slight decline of 0.82% year-on-year, but the net profit for the same quarter was 53.14 million yuan, compared to a loss of 22.63 million yuan in the previous year [7] - The company is shifting its strategy from revenue-driven to profit-driven, focusing on internal reforms and efficiency improvements [7] Financial Data and Profit Forecast - Total revenue forecast for 2025 is 7.127 billion yuan, with a projected year-on-year growth of 1.6% [6] - The net profit attributable to shareholders is expected to be 89 million yuan in 2025, with a year-on-year growth of 63.1% [6] - The company’s gross margin is projected to improve to 23.7% in 2025, with a return on equity (ROE) of 1.8% [6] Revenue and Profitability Trends - The company’s revenue decline has narrowed in Q3 2025, with a focus on the Beijing-Tianjin-Hebei region and fresh milk products [7] - The number of distributors has decreased by 1,640, indicating a strategic focus on key areas and product categories [7] - The gross margin for Q3 2025 was 18.7%, with a decrease of 2 percentage points year-on-year, attributed to cost pressures and product mix adjustments [7]

Market Overview - The beverage and dairy sector experienced a decline of 0.32% on October 29, with Hai Rong Technology leading the drop [1] - The Shanghai Composite Index closed at 4016.33, up 0.7%, while the Shenzhen Component Index closed at 13691.38, up 1.95% [1] Individual Stock Performance - Knight Dairy (920786) saw a closing price of 10.29, with an increase of 3.11% and a trading volume of 114,100 shares [1] - Bei Yin Mei (002570) closed at 6.45, up 1.74%, with a trading volume of 639,200 shares [1] - San Yuan Co. (600429) closed at 4.91, up 0.82%, with a trading volume of 164,200 shares [1] - Other notable performances include Happy Home (300997) at 17.18, up 0.41%, and West Pastoral (300106) at 11.13, up 0.18% [1] Capital Flow Analysis - The beverage and dairy sector saw a net outflow of 78.36 million yuan from institutional investors, while retail investors contributed a net inflow of 109 million yuan [2] - The overall capital flow indicates a mixed sentiment, with institutional investors withdrawing funds while retail investors increased their positions [2] Detailed Capital Flow for Selected Stocks - Bei Yin Mei (002570) had a net inflow of 25.29 million yuan from institutional investors, but a net outflow of 27.71 million yuan from retail investors [3] - San Yuan Co. (600429) experienced a net inflow of 18.93 million yuan from institutional investors, with a significant net outflow of 22.18 million yuan from retail investors [3] - Yi Li Co. (600887) had a minor net inflow of 5.09 million yuan from institutional investors, but faced a substantial net outflow of 43.44 million yuan from retail investors [3]

Core Viewpoint - Beijing Sanyuan Foods Co., Ltd. has demonstrated strong strategic depth and profit resilience in its Q3 report, focusing on its core business, low-temperature products, and developing major products [1][4] Financial Performance - In the first three quarters, the company achieved revenue of 4.871 billion yuan, with a net profit attributable to shareholders of 236 million yuan, representing a year-on-year increase of 124.84% [1][2] - The net cash flow from operating activities reached 329 million yuan, showing a significant year-on-year growth of 387% [1][4] - Despite a 10.06% decline in revenue compared to the previous year, the net profit after deducting non-recurring items increased by 207% to 223 million yuan [2][5] Strategic Focus - The company has implemented a "strategic slimming" approach by divesting non-core assets, such as transferring its stake in Shou Nong Animal Husbandry, to enhance operational efficiency [2][5] - The low-temperature milk segment has become a key driver of profit growth, with the launch of the "Sanyuan Beijing Fresh Milk" product, emphasizing 100% self-owned milk sources and T+0 market entry [2][3] Channel Development - Sanyuan has effectively diversified its channel layout, with significant revenue and profit growth in its special channel business, reflecting its foresight in differentiated channel strategies [3][5] - The company's vertical integration from farms to factories has strengthened its competitive position in the low-temperature milk market [3][5] Operational Efficiency - The company has focused on high-quality development and optimizing operational efficiency across the entire supply chain, which has contributed to its profit growth [4][5] - The strategic focus on "profitable revenue and cash flow profit" has positioned the company well for future expansion [4]

Core Insights - The company reported a total operating revenue of 4.871 billion yuan, ranking second among disclosed peers [1] - The net profit attributable to shareholders reached 236 million yuan, ranking fourth among disclosed peers, with a year-on-year increase of 131 million yuan, representing a 124.84% growth compared to the same period last year [1] - The net cash inflow from operating activities was 329 million yuan, ranking third among disclosed peers, with a year-on-year increase of 261 million yuan, achieving a 387.23% growth compared to the same period last year [1] Financial Ratios - The latest debt-to-asset ratio is 42.69%, a decrease of 0.94 percentage points from the previous quarter and a decrease of 0.98 percentage points from the same period last year [3] - The latest gross profit margin is 22.69% [4] - The latest return on equity (ROE) is 4.51%, an increase of 2.49 percentage points compared to the same period last year [4] Earnings and Turnover - The diluted earnings per share (EPS) is 0.16 yuan, ranking seventh among disclosed peers, with an increase of 0.17 yuan compared to the same period last year [4] - The latest total asset turnover ratio is 0.54 times, ranking fifth among disclosed peers [4] - The latest inventory turnover ratio is 6.36 times, ranking third among disclosed peers, with an increase of 0.69 times compared to the same period last year, representing a 12.07% year-on-year growth [4] Shareholder Structure - The number of shareholders is 31,300, with the top ten shareholders holding 1.135 billion shares, accounting for 75.23% of the total share capital [4] - The largest shareholder is Beijing Shou Nong Food Group Co., Ltd., holding 35.51% [4]

Core Viewpoint - Sanyuan Dairy's sales continue to decline, with a significant drop in revenue in its core Beijing market, reflecting broader challenges in the dairy industry and increased competition from alternative beverages [2][4][7]. Sales Performance - In the first three quarters of 2025, Sanyuan Dairy's dairy product segment reported sales of 4.718 billion yuan, down from 5.315 billion yuan in the same period last year, marking a year-on-year decline of 5.97 million yuan [2]. - Breakdown of sales includes liquid milk at 2.917 billion yuan, solid milk at 703 million yuan, and ice cream and others at 1.098 billion yuan, compared to 3.359 billion yuan, 675 million yuan, and 1.281 billion yuan respectively in the previous year [2]. Market Challenges - Sanyuan Dairy's sales in Beijing fell to 2.28 billion yuan from 2.67 billion yuan year-on-year, a decrease of 390 million yuan [4]. - The overall consumer market in Beijing is contracting, with retail sales down 5.1% to 980.31 billion yuan in the first three quarters [5]. - The rise of new tea beverages, which are competing with liquid milk products, has intensified the pressure on Sanyuan Dairy [6]. Competitive Landscape - The competition in the dairy sector, particularly in first-tier cities like Beijing and Shanghai, is intensifying, with major players like Yili and Mengniu aggressively expanding their market presence [6][7]. - Sanyuan Dairy faces increased competitive pressure in Beijing, which is critical for its sales performance [7].

Core Viewpoint - The company emphasizes its commitment to transparency and accuracy in financial reporting, ensuring that all information disclosed is truthful and complete, while also highlighting strategic reforms aimed at improving operational quality and profitability [3][16]. Financial Data Summary - The company reported significant changes in its financial data for the first three quarters of 2025, focusing on enhancing operational quality and cash flow management [3][16]. - The company has adopted a strategy of "profitable revenue and cash flow profit," which has led to a restructuring of its sales system and organizational improvements [3][16]. Shareholder Information - The company has approved a cash dividend distribution of 0.12 yuan per share, amounting to approximately 18.11 million yuan based on a total share capital of 1,509,176,043 shares [8]. - The company has also approved a capital increase for its subsidiary to cover loan interest and management fees related to the acquisition of St Hubert [8]. Corporate Governance - The company has changed its accounting firm to Tianyuan Quan Accounting Firm for the 2025 fiscal year, with an audit fee not exceeding 2.6 million yuan [15]. - The company has approved the repurchase and cancellation of 708.6978 million shares of restricted stock due to unmet performance targets [12][13]. Strategic Initiatives - The company has established a wholly-owned subsidiary, Beijing Sanyuan Yanshan Food Co., Ltd., to take over existing operations from its dairy plant, which will be subsequently deregistered [8]. - The company is actively managing its idle funds, with a maximum of 500 million yuan allocated for cash management in safe and liquid bank products [10]. Loan and Financing Activities - The company has approved a comprehensive credit facility of 1 billion yuan with a financial group and a 300 million yuan credit facility with a rural commercial bank [9]. - The company’s subsidiary in New Zealand is seeking a 50 million yuan loan, with the parent company providing a guarantee [14].