一、通知债权人原因 北京三元食品股份有限公司（简称"公司"）于 2025 年 8 月 19 日召开第九 届董事会第三次会议和第八届监事会第十五次会议，审议通过《关于回购注销部 分限制性股票的议案》。根据公司 2022 年限制性股票激励计划的相关规定，结 合公司 2024 年度业绩完成情况，公司股权激励计划第二个解除限售期公司层面 业绩考核目标未全部达成，解除限售条件未成就，公司拟对 167 名激励对象持有 的第二个解除限售期相应的 580.9317 万股限制性股票进行回购注销。同时，11 名激励对象因退休、工作调动原因不再具备激励对象资格，公司拟回购注销其剩 余的限制性股票 72.3331 万股；12 名激励对象因离职等个人原因不再具备激励对 象资格，公司拟回购注销其剩余的限制性股票 55.4330 万股。根据《上市公司股 权激励管理办法》、股权激励计划的相关规定，公司拟以自有资金，对上述 167 名激励对象已获授但尚未解锁的限制性股票共 708.6978 万股进行回购注销。此 次回购注销完成后，公司总股本将由 1,509,176,043 股变更为 1,502,089,065 股， 公司注册资本将由人民币 1 ...

北京市环球律师事务所 关于北京三元食品股份有限公司 2025 年第一次临时股东大会 之 法律意见书 北京市环球律师事务所 关于北京三元食品股份有限公司 2025 年第一次临时股东大会 之 法律意见书 GLO2025BJ（法）字第 09144 号 致：北京三元食品股份有限公司 北京市环球律师事务所（以下简称"本所"）为在北京市司法局注册设立并依法执 业的律师事务所。 本所接受北京三元食品股份有限公司（以下简称"公司"）的委托，指派本所律师 出席公司于 2025 年 9 月 5 日下午 14:00 在公司会议室召开的 2025 年第一次临时股东大 会（以下简称"本次股东大会"）现场会议，并依据《中华人民共和国公司法》（以下 简称"《公司法》"）、《上市公司股东会规则》（以下简称"《股东会规则》"）《上 海证券交易所上市公司自律监管指引第 1 号——规范运作》 （以下简称"《规范运作 指引》"）等法律、行政法规、部门规章、规范性文件和《北京三元食品股份有限公司 章程》（以下简称"《公司章程》"）的规定，就本次股东大会的召集和召开程序、出 席会议人员资格和召集人资格、会议表决程序和表决结果等事宜出具本法律意见书。 为 ...

证券代码：600429 证券简称：三元股份 公告编号：2025-039 北京三元食品股份有限公司 2025年第一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 9 月 5 日 (二)股东大会召开的地点：北京市大兴区瀛海瀛昌街 8 号，公司工业园南区四楼 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 | 183 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 1,103,905,368 | | 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（%） | 73.1462 | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 2、 议案名称：关于艾莱发喜新西兰子公司向银行贷款及艾莱发喜为其提供担保 的议案 审议结果：通过 会议由公司董事会召集， ...

Company Overview - San Yuan Foods Co., Ltd. is located in Daxing District, Beijing, and was established on March 13, 1997. The company was listed on September 15, 2003. Its main business involves the production and sales of dairy and dairy products [1]. - The revenue composition of San Yuan includes liquid milk (59.83%), ice cream and others (26.58%), and solid milk (13.58%) [1]. Stock Performance - As of September 4, San Yuan's stock price increased by 2.07%, reaching 4.94 CNY per share, with a trading volume of 57.88 million CNY and a turnover rate of 0.79%. The total market capitalization is 7.455 billion CNY [1]. - Year-to-date, San Yuan's stock price has risen by 12.58%, with a 1.44% increase over the last five trading days, 6.24% over the last 20 days, and 6.74% over the last 60 days [1]. Financial Performance - For the first half of 2025, San Yuan reported a revenue of 3.331 billion CNY, a year-on-year decrease of 13.52%. The net profit attributable to shareholders was 183 million CNY, reflecting a year-on-year increase of 42.65% [2]. - Since its A-share listing, San Yuan has distributed a total of 317 million CNY in dividends, with 104 million CNY distributed over the past three years [3]. Shareholder Information - As of June 30, 2025, the number of shareholders for San Yuan is 34,500, a decrease of 10.14% from the previous period. The average number of circulating shares per person is 43,384, an increase of 11.29% [2]. - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited is the sixth largest, holding 7.4102 million shares, which is an increase of 624,900 shares compared to the previous period [3].

Core Viewpoint - Beijing Sanyuan Foods Co., Ltd. has reported a solid performance in the first half of 2025, achieving a net profit growth of 43% despite a 13.77% decline in revenue, demonstrating a focus on profitable income and cash flow [1][3]. Financial Performance - The company achieved an operating income of 3.331 billion yuan, a decrease of 13.77% year-on-year [1]. - The net profit attributable to shareholders was 183 million yuan, an increase of 43% year-on-year [1]. - The net profit after deducting non-recurring items was 174 million yuan, up 66% year-on-year [1]. Business Strategy - Sanyuan Foods emphasized its commitment to core business operations and integrated party building with production management, leading to improved operational quality and efficiency [1]. - The company focused on organizational reform, talent allocation, and mechanism optimization to enhance team effectiveness [3][6]. Product and Sales Breakdown - Sales revenue by product category included liquid milk at 1.993 billion yuan, solid milk at 453 million yuan, and ice cream at 780 million yuan [2]. - Direct sales channel revenue reached 1.351 billion yuan, reflecting a 14.1% increase from the previous year [5]. - Revenue from the Beijing region was 1.406 billion yuan, while revenue from outside Beijing was 1.821 billion yuan [2]. Market Context - The Chinese dairy industry is undergoing a cyclical adjustment, with rational consumption patterns emerging and consumers increasingly focused on product value [2]. - The overall dairy product market is experiencing challenges, with 11 out of 19 listed dairy companies reporting a decline in revenue for the first half of 2025 [2]. Innovation and Development - Sanyuan Foods is committed to enhancing product quality and expanding its market presence through innovation and digital transformation [6]. - The company has invested 37.56 million yuan in research and development, maintaining a high level of investment compared to previous years [6]. Future Outlook - Experts suggest that Sanyuan Foods should leverage its strengths in research and innovation to break into the functional nutrition market, given the shift in consumer preferences [7].

Core Insights - The overall domestic dairy industry is under significant pressure, with over 60% of companies experiencing a decline in revenue year-on-year, while net profits show mixed results [1][2] Group 1: Financial Performance - The 28 listed dairy companies achieved a total revenue of 190.15 billion yuan, a year-on-year decrease of 1.05%, and a net profit of 12.40 billion yuan, down 14.83% [2] - Cash flow from operating activities totaled 4.94 billion yuan, down 31.72%, while R&D expenses increased by 14.99% to 0.70 billion yuan [2] - Five companies reported revenues exceeding 10 billion yuan, with Yili and Mengniu dominating the market, accounting for 54% of total revenue and 74.6% of net profit among the 28 companies [2] Group 2: Trends and Challenges - Among the 28 companies, 17 reported a decline in revenue, with only 2 companies achieving over 10% growth [3] - The industry faces challenges such as supply-demand imbalances and changes in consumer demand and retail channels, prompting companies to innovate and optimize product structures [3][4] - Yili's liquid milk business saw an 11.22% revenue decline, while other segments like ice cream and cheese experienced double-digit growth [3] Group 3: Raw Milk Sector - The raw milk sector remains in a loss adjustment phase, but leading companies are showing resilience through cost control and strategic adjustments [5][6] - Modern Dairy maintained stable cash flow with a 23.3% increase in net cash flow, while costs for milk sales and feed decreased by 10.1% and 11.4%, respectively [5] - China Shengmu Organic Milk's revenue fell by 3.11%, but losses narrowed by 66.37% due to a focus on organic milk and cost reduction strategies [5] Group 4: Product Segments - The milk powder segment showed signs of recovery, with Yili's milk powder and dairy products revenue increasing by 14.26% [7] - Mengniu's milk powder revenue grew slightly, while H&H International's baby nutrition business reported 2.5 billion yuan in revenue, marking a strong performance [7] - The ice cream market thrived due to high temperatures, with Mengniu's ice cream revenue growing by 15% and Yili leading the market with 8.23 billion yuan in revenue [8] Group 5: Future Outlook - The dairy industry is expected to see a recovery trend, with leading companies leveraging full-chain layouts and technological innovations to stabilize their positions [8] - Analysts suggest that companies need to balance value cultivation and differentiated competition to build long-term competitiveness in changing consumer landscapes [8]

Core Viewpoint - In the first half of 2025, Beijing Sanyuan Foods Co., Ltd. (Sanyuan Dairy) reported a revenue decline of 13.77% to approximately 3.33 billion yuan, while net profit attributable to shareholders surged by 43.33% to 183 million yuan, indicating a significant structural change in its financial performance [1][2]. Financial Performance - Revenue for the first half of 2025 was approximately 3.33 billion yuan, down from 3.86 billion yuan in the same period last year, reflecting a decrease of 13.77% [3][4]. - The total profit for the period was approximately 195 million yuan, an increase of 27.55% compared to the previous year [3]. - The net profit attributable to shareholders reached approximately 183 million yuan, marking a 43.33% increase year-on-year [3][5]. - The net profit after deducting non-recurring gains was approximately 174 million yuan, representing a 66.19% increase, indicating improved core operational profitability [5]. Cost Management - Operating costs decreased by 12.97% to approximately 2.51 billion yuan, attributed to lower procurement prices and sales volume [4]. - Sales expenses were reduced by 10.21% to approximately 602 million yuan, while financial expenses saw a significant drop of 32.71% due to lower foreign currency borrowing rates [4][5]. - Research and development expenses were cut by 30.69%, primarily due to reduced investment from a subsidiary [4]. Cash Flow - The net cash flow from operating activities was positive at approximately 218 million yuan, a significant improvement from a net outflow of 46 million yuan in the previous year [5][6]. - Management attributed the improvement in cash flow to reduced payments for raw materials and marketing investments [6]. Strategic Focus - The company has adopted a "slimming down and efficiency improvement" strategy, focusing on core markets and high-efficiency channels while sacrificing some scale for better efficiency [2][9]. - Despite the positive results, there are concerns about the sustainability of profit growth without one-time gains from asset disposals, as the company aims to recover revenue growth while maintaining profit expansion [9]. Market Position - Sanyuan Dairy is positioned as a "small but old" challenger in the competitive Chinese dairy industry, facing significant gaps compared to larger industry players [9]. - The company's long-term revenue target of 15 billion yuan and a net profit of 420 million yuan by 2025 appears increasingly distant, given the current performance [9].

Core Viewpoint - The recent financial report of San Yuan Co., Ltd. shows a decline in total revenue but an increase in net profit, indicating mixed performance in the company's financial health [1][2]. Financial Performance - For the first half of 2025, the company reported total revenue of 3.331 billion yuan, a year-on-year decrease of 13.77% [1]. - The net profit attributable to shareholders was 183 million yuan, reflecting a year-on-year increase of 43.33% [1]. - In Q2 2025, total revenue was 1.684 billion yuan, down 7.38% year-on-year, while net profit for the quarter was 95.1 million yuan, up 73.05% year-on-year [1]. - The gross margin was 24.55%, a decrease of 2.73% year-on-year, while the net margin increased to 5.35%, up 47.49% year-on-year [1]. Cost and Efficiency Metrics - Total selling, administrative, and financial expenses amounted to 755 million yuan, accounting for 22.67% of revenue, an increase of 4.62% year-on-year [1]. - The company’s return on invested capital (ROIC) was 1.76%, indicating weak capital returns, with a historical median ROIC of 2.47% over the past decade [2]. - The net profit margin was reported at 0.79%, suggesting low added value from products or services [2]. Cash Flow and Debt Situation - The current ratio stood at 0.92, indicating rising short-term debt pressure [1]. - Cash flow metrics show that cash and cash equivalents to current liabilities ratio is only 56.7%, and the average operating cash flow over the past three years relative to current liabilities is just 5.33% [2]. - The interest-bearing debt ratio reached 22.67%, with total interest-bearing liabilities to average operating cash flow over the past three years at 21.34% [2]. Earnings Forecast - Analysts expect the company's performance in 2025 to yield a net profit of 89 million yuan, with an average earnings per share of 0.06 yuan [3].

Group 1 - Xinhua Media achieved a net profit of 32.34 million yuan in the first half of 2025, a year-on-year increase of 9.29% [1] - Xinhua Media's operating income for the first half of 2025 was 631 million yuan, a year-on-year growth of 2.45% [1] - China Galaxy reported a net profit of 6.488 billion yuan, up 47.86% year-on-year, with an operating income of 137.47 billion yuan, a 37.71% increase [2] Group 2 - Lek Electric's net profit decreased by 29.01% to 428 million yuan, despite a slight revenue increase of 0.65% to 4.781 billion yuan [3] - Honghui Fruits and Vegetables reported a net profit of 6.9243 million yuan, down 44.82%, with revenue of 470 million yuan, up 7.86% [4] - Bull Group's net profit fell by 8% to 2.06 billion yuan, with a revenue decline of 2.6% to 8.168 billion yuan [5] Group 3 - Nanshan Aluminum achieved a net profit of 2.625 billion yuan, a year-on-year increase of 19.95%, with operating income of 17.274 billion yuan, up 10.25% [6] - Zhujiang Beer reported a net profit of 612 million yuan, a 22.51% increase, with revenue of 3.198 billion yuan, up 7.09% [8] - Baolong Technology's net profit decreased by 9.15% to 135 million yuan, with revenue growth of 24.06% to 3.95 billion yuan [10] Group 4 - Jindi Co. reported a net profit of 75.93 million yuan, a year-on-year increase of 32.86%, with operating income of 835 million yuan, up 40.57% [12] - China Vision Media turned a profit with a net profit of 19.9811 million yuan, compared to a loss of 18.4349 million yuan in the previous year, despite a revenue decline of 10.75% to 229 million yuan [14] - Botao Bio's net profit fell by 82.82% to 12.4024 million yuan, with revenue down 23.91% to 203 million yuan [16] Group 5 - Caitong Securities reported a net profit of 1.083 billion yuan, a year-on-year increase of 16.85%, with operating income of 2.959 billion yuan, down 2.19% [18] - Yili Group's net profit decreased by 4.39% to 7.2 billion yuan, with revenue growth of 3.49% to 61.777 billion yuan [19] - Springlight Technology achieved a net profit of 7.3787 million yuan, a year-on-year increase of 83.73%, with revenue of 251 million yuan, up 39.6% [20] Group 6 - China Haifeng reported a net profit of 94.5739 million yuan, a year-on-year increase of 25.48%, with operating income of 1.385 billion yuan, up 19.64% [21] - Zhongke Titanium White's net profit decreased by 14.83% to 259 million yuan, with revenue growth of 19.66% to 3.77 billion yuan [23] - Huasheng Tiancai turned a profit with a net profit of 14 million yuan, compared to a loss in the previous year, despite a revenue decline of 10.75% to 226 million yuan [25] Group 7 - Shen Zhou Cell reported a net loss of 33.7711 million yuan, with revenue down 25.50% to 972 million yuan [26] - Meihu Co. achieved a net profit of 101 million yuan, a year-on-year increase of 10.26%, with operating income of 1.075 billion yuan, up 10.74% [28] - Jifeng Technology plans to apply for a comprehensive credit of 170 million yuan to supplement working capital [29] Group 8 - Foton Motor reported a net profit of 777 million yuan, a year-on-year increase of 87.57%, with operating income of 30.371 billion yuan, up 26.71% [41] - BOE Technology achieved a net profit of 3.247 billion yuan, a year-on-year increase of 42.15%, with operating income of 110.278 billion yuan, up 8.45% [42] - CIMC reported a net profit of 1.278 billion yuan, a year-on-year increase of 47.63%, with operating income of 76.09 billion yuan, down 3.82% [43]

Investment Rating - The report maintains an "Outperform" rating for the company [6] Core Views - The company reported a total revenue of 3.331 billion in H1 2025, a year-on-year decrease of 13.77%, while the net profit attributable to the parent company was 183 million, showing a year-on-year increase of 43.33%. In Q2 2025, the revenue was 1.684 billion, down 7.38% year-on-year, but the net profit increased by 73.05% year-on-year [4][6] - The company is transitioning from a revenue-oriented strategy to a profit-oriented one, implementing various internal reforms to enhance efficiency and profitability [6] - The company has a solid brand recognition in the Beijing region and is focusing on optimizing its sales system and resource allocation [6] Financial Data and Profit Forecast - The company is projected to achieve net profits of 89 million, 129 million, and 156 million for 2025, 2026, and 2027 respectively, with year-on-year growth rates of 63.1%, 44.3%, and 20.9% [5][6] - The revenue for 2025 is estimated at 7.127 billion, with a slight recovery expected in subsequent years [5] - The gross profit margin for H1 2025 was 24.55%, with a net profit margin of 5.49% [6] Revenue Breakdown - In H1 2025, the company's revenue from liquid milk, solid milk, and ice cream was 1.99 billion, 450 million, and 890 million respectively, with year-on-year declines of 13.3%, 1.52%, and 19.04% [6] - The revenue from the Beijing region and other markets was 1.49 billion and 1.84 billion respectively, with declines of 23.8% and 3.03% year-on-year [6]