河南瑞贝卡发制品股份有限公司 简式权益变动报告书 (一) 上市公司名称：河南瑞贝卡发制品股份有限公司 股票上市地点：上海证券交易所 股票简称：瑞贝卡 股票代码：600439 信息披露义务人：河南瑞贝卡控股有限责任公司 住所/通讯地址：许昌市瑞贝卡大道 669 号 股份变动性质：股份减少（协议转让） 签署日期：2025 年 6 月 26 日 1 信息披露义务人声明 本部分所述词语或简称与本报告书"释义"所述词语或简称具有相同含义。 一、信息披露义务人依据《中华人民共和国公司法》《中华人民共和国证券 法》《上市公司收购管理办法》《公开发行证券公司信息披露内容与格式准则第 15 号—权益变动报告书》（以下简称"准则 15 号"）及相关的法律、法规及部门 规章的有关规定编写本报告书。 二、依据《公司法》《证券法》《收购办法》《准则 15 号》的规定，本报告书 已全面披露信息披露义务人在河南瑞贝卡发制品股份有限公司中拥有权益的股 份变动情况；截至本报告书签署日，除本报告书披露的持股信息外，信息披露义 务人没有通过任何其他方式增加或减少在河南瑞贝卡发制品股份有限公司中拥 有权益的股份。 三、信息披露义务人签署本报告已获得 ...

河南瑞贝卡发制品股份有限公司 关于控股股东拟协议转让部分股份暨权益变动的 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： 证券代码：600439 证券简称：瑞贝卡 公告编号：临 2025-019 ● 河南瑞贝卡发制品股份有限公司（以下简称"公司"）控股股东河南瑞贝 卡控股有限责任公司（以下简称"控股股东"），拟通过协议转让方式向许昌市昌 逹商贸有限公司（以下简称"受让方"）转让其持有的70,000,000股公司无限售 条件流通股，占公司当前总股本1,131,985,440股的6.18%，受让方与公司控股股 东之间不存在关联关系。 ● 本次转让未触及要约收购，不会导致公司控股股东及实际控制人发生变 化，不会对公司治理结构及持续经营产生重大影响，亦不存在损害公司及其他股 东利益的情形。 ●本次协议转让公司股份事项尚需经上海证券交易所（以下简称"上交所" 或"交易所"）合规性审核，并在中国证券登记结算有限责任公司上海分公司（以 下简称"中登公司"）办理股份转让过户登记手续，最终实施结果存在不确定性， 敬请 ...

瑞贝卡（600439）公告，公司控股股东河南瑞贝卡控股有限责任公司拟通过协议转让方式向许昌市昌逹 商贸有限公司转让其持有的7000万股公司无限售条件流通股，占公司当前总股本11.32亿股的6.18%，转 让单价为每股人民币3.1元，转让价格合计金额为人民币2.17亿元。本次转让未触及要约收购，不会导致 公司控股股东及实际控制人发生变化，不会对公司治理结构及持续经营产生重大影响。 ...

Core Viewpoint - The company Rebecca (600439.SH), known as the "wig king," is facing significant governance and internal control issues, highlighted by two warning letters received within a month, revealing problems related to information disclosure, non-operating fund occupation, and executive compensation not approved by shareholders [2][3]. Financial Performance - In 2024, Rebecca reported a revenue of 1.239 billion yuan, a slight increase of 1.1% year-on-year, but recorded a net loss of 118 million yuan, marking the first loss since its listing in 2003 [3][8]. - The company's revenue has declined from 1.566 billion yuan in 2021 to 1.226 billion yuan in 2023, with a further increase to 1.239 billion yuan in 2024, representing a drop of over 40% from its peak revenue of 2.264 billion yuan [8][9]. Governance and Compliance Issues - The company has been warned for failing to disclose its 2024 performance forecast within one month after the fiscal year-end, violating the regulations of the Information Disclosure Management Measures for Listed Companies [2][3]. - In 2024, the controlling shareholder occupied non-operating funds amounting to approximately 1.054 billion yuan, while other related party transactions exceeded 2.3 billion yuan [5][6]. Accounting Irregularities - The company has been found to have accounting errors, including improper financial handling during loan trustee payments, leading to a reduction of cash assets by approximately 228.5 million yuan for 2022 and 309.7 million yuan for 2023 [4][5]. - The failure to disclose related party transactions in periodic reports from 2021 to 2024 constitutes a violation of mandatory disclosure regulations [6][7]. Market and Sales Strategy - Rebecca's sales are primarily focused overseas, with domestic revenue accounting for only 23.5% of total revenue in 2024, while Africa, America, and Europe contributed 36%, 28.7%, and 2.3% respectively [9][10]. - The company has increased its sales expenses significantly, with a 61.87% rise in 2024, driven by higher advertising and service fees [9]. Challenges in Overseas Markets - The company faced a 17.8% decline in revenue in the African market due to currency fluctuations and reduced consumer purchasing power [10]. - Global trade uncertainties, including changes in international trade policies and rising logistics costs, pose significant operational risks for the company [10].

Core Viewpoint - The company Rebecca, known as the "wig king," is facing its largest operational crisis since its IPO in 2024, with revenue of 1.24 billion yuan, a net loss of 118 million yuan, and a significant decline in profitability metrics [1] Group 1: Internal Issues - The company's governance structure has significant flaws, highlighted by the exposure of non-operating fund occupation by the controlling shareholder, indicating excessive internal power concentration [2] - Continuous disclosure deficiencies from 2021 to 2024 reflect systemic issues in financial transparency and compliance awareness [2] - The aggressive marketing investments aimed at capitalizing on the cross-border e-commerce trend have eroded profit margins, while the company has lagged in developing key capabilities for channel integration and user retention [2] Group 2: External Challenges - The cross-border e-commerce sector has turned into a "money-burning game," with high customer acquisition costs due to intense competition among similar brands [3] - The company has not established a differentiated product strategy, leading to weak growth in emerging markets and a slowdown in mature markets [3] - Negative public perceptions, such as quality issues and fund occupation scandals, are diluting the brand's value, causing consumer trust to wane and investor concerns to rise [3] Group 3: Path Forward - To navigate the current challenges, the company must focus on rebuilding its compliance system and optimizing its channel structure as immediate measures [4] - Long-term success will depend on product innovation to restore brand value and refined operations to enhance profitability [4] - The outcome of this transformation will hinge on the company's ability to find a dynamic balance between pursuing new opportunities and maintaining core values [4]

Core Viewpoint - The company Rebecca (600439.SH), known as the "Wig King of Henan," has received another warning from the Henan Securities Regulatory Bureau for failing to timely disclose its 2024 performance forecast, just half a month after completing previous rectifications [2][5]. Group 1: Regulatory Issues - The core issue of the recent violation is that Rebecca did not disclose its 2024 performance forecast within one month after the end of the accounting year, leading to a reported net loss of 118 million yuan for 2024 [5]. - The company only disclosed its annual report on April 29, 2025, which is a violation of the relevant provisions of the "Management Measures for Information Disclosure of Listed Companies" [5]. - The Henan Securities Regulatory Bureau has decided to issue warning letters to the company and its key executives, including the Chairman and General Manager Zheng Wenqing, Secretary of the Board Hu Liping, and Chief Financial Officer Zhu Jianrui, and these will be recorded in the integrity archives of the securities and futures market [6]. Group 2: Previous Violations - This is not the first time Rebecca has faced penalties for information disclosure issues. On April 29, the company received a notice detailing five major problems, including failure to disclose non-operating fund transactions with related parties and inadequate provision for inventory impairment [7]. - The previous violations also included issues with insider information management and the lack of shareholder approval for certain executive compensations, which were deemed to be the responsibility of the executives involved [7]. Group 3: Financial Performance - In 2024, Rebecca reported a revenue of 1.239 billion yuan, a year-on-year increase of 1.10%, but recorded a net loss of 118 million yuan, marking the first annual loss since its listing in 2003 [9]. - The fourth quarter of 2024 was particularly challenging, with a revenue of 368 million yuan, a slight decline of 0.15%, and a net loss of 12.8 million yuan, representing a staggering year-on-year decline of 4152.68% [9]. - The company attributed its poor performance to increased marketing expenses aimed at promoting new cross-border e-commerce channels, which rose by 62% compared to the previous year, leading to nearly 30% of sales being attributed to these efforts [9]. - However, in the first quarter of 2025, Rebecca showed signs of recovery, achieving a revenue of 305 million yuan, a year-on-year growth of 11.26%, and a net profit of 6.36 million yuan, up 18.59% [9].

Core Viewpoint - The company, Rebecca (600439.SH), has been penalized for failing to disclose its earnings forecast, reporting a net loss of 118 million yuan for the fiscal year 2024, marking its first loss since going public in 2003 [1][3]. Group 1: Financial Performance - In 2024, Rebecca reported a net loss of 118 million yuan, with a significant quarterly loss of 128 million yuan in Q4, despite maintaining profitability in the first three quarters of the year [1][3]. - The company's marketing expenses increased by 62% year-over-year, contributing to nearly 30% of its main business revenue from new channels like cross-border e-commerce [3]. Group 2: Regulatory Actions - The Henan Securities Regulatory Bureau issued a warning letter to Rebecca and its key executives for not disclosing the earnings forecast, as required by regulations when a company reports a net loss [1][4]. - The company had previously completed rectifications related to five issues raised by the regulatory authority, including non-disclosure of non-operating fund transactions with related parties and inadequate inventory impairment provisions [3][4].

Core Viewpoint - The company, Henan Ruibeka Hair Products Co., Ltd., received an administrative regulatory measure from the China Securities Regulatory Commission (CSRC) for failing to disclose its 2024 annual performance forecast within the required timeframe, resulting in a net loss of 117.62 million yuan for the year [1][2]. Group 1: Regulatory Actions - The CSRC issued a warning letter to the company and key personnel, including the chairman and general manager, for the violation of information disclosure regulations [2]. - The company is required to submit a written report to the regulatory authority within 30 days of receiving the decision [2]. Group 2: Company Response - The company and responsible personnel acknowledged the issues raised in the decision and committed to enhancing their understanding of securities laws and regulations to improve compliance and information disclosure quality [3]. - The regulatory measures will not affect the company's normal production and operational activities, and the company will continue to fulfill its information disclosure obligations as required by law [3].

Core Viewpoint - The company, Ruibeka, has faced regulatory warnings due to failure to disclose its 2024 annual performance forecast, resulting in a net loss of 118 million yuan, and has been warned twice in a month for various compliance issues [2][3]. Group 1: Regulatory Warnings and Compliance Issues - Ruibeka's chairman, general manager, board secretary, and financial director received warnings from the regulatory authority for not disclosing the annual performance forecast within the required timeframe [2][3]. - The company has been cited for multiple compliance failures, including undisclosed non-operating fund transactions with related parties and insufficient inventory impairment provisions [3]. - The regulatory authority has mandated corrective actions and issued warning letters to the responsible executives, which will be recorded in the securities market integrity archives [3]. Group 2: Financial Performance and Operational Challenges - In 2023, Ruibeka reported a revenue of 1.2 billion yuan, a year-on-year increase of 1.1%, but incurred a loss due to a 62% increase in marketing expenses aimed at promoting new cross-border e-commerce channels [2]. - The company’s net profit for 2023 was reported at 12.3 million yuan, highlighting a significant operational challenge in managing costs while expanding marketing efforts [2]. - The company had a beginning balance of 300 million yuan in non-operating fund occupation by its controlling shareholder, which has since been fully repaid by the end of the reporting period [4][5]. Group 3: Internal Control and Remedial Actions - Ruibeka has acknowledged internal control deficiencies related to the approval and disclosure processes for related party transactions, which have been addressed through self-examination and corrective measures [4][5]. - The company plans to enhance the awareness of securities laws and regulations among its board members and key personnel to prevent future compliance issues [5].

证券代码：600439 证券简称：瑞贝卡 公告编号：临 2025-018 河南瑞贝卡发制品股份有限公司，郑文青、胡丽平、朱建锐： 经查，公司存在以下违规行为: 2025 年 4 月 29 日，公司披露《2024 年年度报告》，其中 2024 年度归属于上 市公司股东的净利润为亏损 117,619,169.86 元。公司未在会计年度结束后一个 月内披露 2024 年度业绩预告，违反了《上市公司信息披露管理办法》（证监会令 第 182 号）第十七条、第二十二条第一款及第二款第十项规定。公司董事长兼 总经理郑文青、董事会秘书胡丽平、财务总监朱建锐对上述违规行为负主要责任。 根据《上市公司信息披露管理办法》第五十二条规定，我局决定对公司及郑 文青、胡丽平、朱建锐采取出具警示函的行政监管措施，并记入证券期货市场诚 信档案。你们应充分吸取教训，加强相关法律法规学习，切实提高公司规范运作 水平和信息披露质量，并于收到本决定书后 30 日内向我局报送书面报告。 如对本监管措施不服，可以在收到本决定书之日起 60 日内向中国证券监督 管理委员会提出行政复议申请，也可以在收到本决定书之日起 6 个月内向有管辖 权的人民法院提起诉 ...