光明乳业股份有限公司 2025 年第二次临时股东大会 会议资料 二零二五年十二月 目 录 | 一、 | 2025 年第二次临时股东大会现场会议 | | --- | --- | | 议程 | 3 | | 二、 | 2025 年第二次临时股东大会现场会议 | | 须知 | 4 | | 三、 | 2025 年第二次临时股东大会投票注意 | | 事项 | 6 | | 四、 | 关于变更公司注册地址、取消监事会及 | | 修改章程的提案 | 8 | | 五、 | 关于修改股东大会议事规则的提案 64 | | 六、 | 关于修改董事会议事规则的提案 .. 85 | | 七、 | 关于修改独立董事工作制度的提案 92 | | 八、 | 关于购买董事、高级管理人员责任险的 | | 提案 | 103 | | 九、 | 关于新莱特开展套期保值业务的提案 | | | 104 | | 十、 | 关于 2026 年度日常关联交易预计的提 | | 案 | 107 | | 十一、 | 关于为银宝光明牧业提供担保的提案 1 | 119 2 光明乳业股份有限公司 2025 年第二次临时股东大会现场会议议程 会议时间：2025 年 12 月 1 ...

出品：新浪财经上市公司研究院 作者：浪头饮食/ 郝显 11月28日晚间，光明乳业发布公告，拟以5亿元收购青海小西牛生物乳业股份有限公司（以下简称"小西 牛"）40%股份，后者被投资者质疑估值较高，且未完成业绩承诺。 在原奶价格不断下行的背景下，光明乳业核心业务液态奶收入不断下滑，今年第三季度公司亏损达到 1.3亿元。此前并购的新莱特不仅未能成为第二增长曲线，反而因为持续亏损成为拖累。 目前光明乳业已经负债高企，截至三季度末现金刚够覆盖短债，在这种情况下，现金收购将给公司带来 什么？ 5亿元收购小西牛40%股份 是否高估？ 2021年10月，光明乳业以6.12亿元的对价收购了小西牛60%的股权，同时约定，在业绩承诺期（2022 年 至 2024 年）届满后，光明乳业及原股东湖州福昕分别拥有购买选择权和出售选择权。 时隔四年之后，光明乳业拟与湖州福昕、王维生、张玉琴签订协议，受让小西牛剩余40%股份。 小西牛位于青海，是一家集乳制品研发、生产、销售于一体的公司，旗下包含'青海老酸奶'、'青藏人 家'系列高原特色酸奶、'小西牛'系列纯牛奶以及'托伦宝'纯牛奶等产品。 从2021年10月起，原奶价格已经连续下滑了四年 ...

Core Viewpoint - The company plans to acquire a 40% stake in Qinghai Xiaoxiniu Biological Dairy Co., Ltd. for 500 million yuan, becoming the largest shareholder after the transaction [1] Group 1: Company Overview - Bright Dairy (600597) announced the acquisition of a stake in Xiaoxiniu, a company specializing in dairy product research, production, and sales in the northwest region of China [1] - Xiaoxiniu is a joint-stock enterprise (not publicly listed) that offers products including ambient milk, ambient yogurt, low-temperature yogurt, and dairy beverages [1] Group 2: Financial Details - The acquisition will involve a cash payment of 500 million yuan [1]

Core Viewpoint - The company is enhancing its performance through mergers and acquisitions, cost reduction, and efficiency improvements in response to intensified competition in the dairy industry [2][3]. Acquisition Details - On November 29, the company announced plans to acquire 40% of Qinghai Xiaoxiniu Biological Dairy Co., Ltd. for 500 million yuan, following a previous acquisition of 60% for 612 million yuan, totaling 1.112 billion yuan for both transactions [2][6][8]. - The acquisition process spanned over four years, with the first purchase completed in December 2021 [6][8]. Financial Performance - For the first three quarters of 2025, the company reported revenue of 57.59 billion yuan, a year-on-year increase of 1.04%, while the net profit attributable to shareholders was a loss of 1.3 billion yuan, an improvement from a loss of 1.64 billion yuan in the same period last year [10]. - Total expenses for the first three quarters were 28.27 billion yuan, down approximately 12% from 32 billion yuan year-on-year [11]. Research and Development - The company increased its R&D expenditure to 1 billion yuan, reflecting a year-on-year growth of 19.47% [12]. Market Position and Strategy - Xiaoxiniu, a company with regional characteristics, has established a strong brand loyalty and is expected to leverage the company's distribution channels to enhance sales in eastern China [8]. - The acquisition is anticipated to create a new production capacity structure in the western region, supporting overall sales growth [8].

Core Viewpoint - On November 28, Guangming Dairy announced plans to acquire 40% of the shares of Xiaoxiniu from Huzhou Fuxin for 500 million RMB, despite Xiaoxiniu's significant performance decline this year, with its net profit for the first eight months falling below half of the performance commitment average [1][3]. Group 1: Acquisition Details - Guangming Dairy will purchase 40% of Xiaoxiniu's shares for 500 million RMB, a reduction from the originally agreed price of 622 million RMB based on performance metrics [3]. - The acquisition follows a previous purchase of 60% of Xiaoxiniu's shares for 612 million RMB in 2021, which included performance-based clauses [2][3]. - Xiaoxiniu's performance commitment period is from 2022 to 2024, with an average net profit commitment of over 72.19 million RMB [3]. Group 2: Financial Performance - Xiaoxiniu's net profit for the first eight months of this year was approximately 30% of last year's total, indicating a significant decline [4]. - For 2024 and the first eight months of 2025, Xiaoxiniu's net profits are projected to be 104 million RMB and 34.58 million RMB, respectively [4]. - Guangming Dairy's liquid milk revenue has been under pressure, with a reported decline in revenue of 0.99% year-on-year for the first three quarters of this year [6][9]. Group 3: Market Position and Strategy - Xiaoxiniu specializes in dairy product development, production, and sales, focusing on highland characteristics, with products including ambient milk and yogurt [3][5]. - Guangming Dairy has leveraged its distribution channels in East and South China to enhance Xiaoxiniu's sales performance [5]. - The company has established a mature channel system in Qinghai and surrounding cities, with potential for high-end product sales [6]. Group 4: Financial Health of Guangming Dairy - As of the third quarter, Guangming Dairy reported total liabilities of 11.39 billion RMB and an asset-liability ratio of 50.90% [11]. - The company's core product, liquid milk, saw a revenue decrease of 8.57% year-on-year, totaling 10.15 billion RMB for the first nine months of 2025 [10]. - Guangming Dairy's stock price has remained relatively stable, closing at 8.23 RMB per share on November 28, with a market capitalization of approximately 11.35 billion RMB [11].

Core Viewpoint - Recently, Bright Dairy announced plans to acquire a 40% stake in Xiaoxi Niu Company from Huzhou Fuxin for 500 million yuan, bringing the total investment in Xiaoxi Niu to over 1.1 billion yuan, which will result in full ownership of Xiaoxi Niu by Bright Dairy. However, challenges remain in promoting high-end yak yogurt due to production and transportation constraints [1][5]. Group 1: Acquisition Details - The acquisition is part of a premium purchase, with the total valuation of Xiaoxi Niu's equity assessed at 1.08 billion yuan as of December 31, 2024. The agreed purchase price of 500 million yuan represents a 15.74% premium over the assessed value [3]. - Xiaoxi Niu's performance over the past three years has shown a cumulative completion rate of 93.32% for its net profit commitments, with specific annual figures of approximately 87.18 million yuan, 79.23 million yuan, and 103.72 million yuan for 2022, 2023, and 2024 respectively [3]. Group 2: Strategic Implications - The acquisition is expected to enhance Bright Dairy's resource layout in the western region of China, improving self-sufficiency in high-quality milk sources and expanding production capacity [4]. - Xiaoxi Niu specializes in dairy products with unique characteristics from the Qinghai-Tibet Plateau, including long-life milk and yogurt, which aligns with Bright Dairy's strategy to leverage local resources for high-quality yogurt production [4]. Group 3: Market Challenges - Despite the potential benefits, there are risks associated with underperforming profits, operational challenges, and the departure of founding shareholders, which may affect personnel stability [5]. - The unique taste of yak yogurt has consumer appeal, but production and transportation limitations may hinder market penetration and cost-effectiveness [5].

Core Viewpoint - Recently, Bright Dairy announced plans to acquire a 40% stake in Xiaoxi Niu Company from Huzhou Fuxin for 500 million yuan, bringing the total investment in Xiaoxi Niu to over 1.1 billion yuan, aiming for full ownership. However, challenges remain in promoting high-end yak yogurt due to production and transportation constraints [1][6]. Group 1: Acquisition Details - The acquisition follows a previous purchase of a 60% stake in Xiaoxi Niu in 2021, with the total expenditure exceeding 1.1 billion yuan [1]. - The acquisition is characterized as a premium purchase, with the agreed transfer price of 500 million yuan being 1.22 billion yuan lower than the initially stipulated amount in the share transfer agreement [4]. - Xiaoxi Niu's total equity value was assessed at 1.08 billion yuan, with a performance commitment period from 2022 to 2024, during which the average net profit was expected to exceed 72.19 million yuan [4][5]. Group 2: Financial Performance - Xiaoxi Niu's net profits for 2022, 2023, and 2024 were approximately 87.19 million yuan, 79.23 million yuan, and 103.72 million yuan, respectively, achieving a cumulative completion rate of 93.32% [4]. - The performance compensation amount is approximately 32.43 million yuan, which will be used to offset the payment for the 40% stake acquisition [4]. Group 3: Strategic Implications - The acquisition is expected to enhance Bright Dairy's milk source layout, production capacity, and market presence in the western region of China, improving self-sufficiency in high-quality milk sources [5]. - Xiaoxi Niu specializes in dairy products with unique characteristics from the Qinghai-Tibet Plateau, which could complement Bright Dairy's product offerings, particularly in high-end yogurt [5]. - The company aims to leverage Xiaoxi Niu's yak resources to produce high-quality yogurt, although challenges related to production volume and transportation costs may arise [6].

Core Viewpoint - The company plans to acquire a 40% stake in Xiaoxi Niu Company from Huzhou Foxing for 500 million yuan, which has been approved by the board and strategic committee without the need for a shareholder meeting [1] Group 1: Acquisition Details - The acquisition amount is set at 500 million yuan [1] - The transaction does not constitute a related party transaction or a major asset restructuring [1] - The acquisition has received approval from the board and strategic committee [1] Group 2: Company Profile - Xiaoxi Niu is a joint-stock enterprise specializing in the research, production, and sales of dairy products in the northwest region of China [1] - The product range of Xiaoxi Niu includes ambient milk, ambient yogurt, low-temperature yogurt, and dairy beverages [1]

Key Points - ST立方's stock will be subject to delisting risk warning and will be suspended [1] - Tongde Chemical has been listed as a dishonest executor [1] - Shengke Nano's subsidiary plans to invest approximately 500 million yuan in the "Qingdao Testing and Analysis Capability Improvement Project" [1] - Pinggao Electric has won a bid for a 773 million yuan project from the State Grid [1] - Bright Dairy intends to acquire 40% of Xiaoxiniu for about 500 million yuan [1] - Jianbang Co. plans to repurchase shares worth 15 million to 30 million yuan [1] - China Jushi's controlling shareholder plans to increase its stake by 550 million to 1.1 billion yuan [1] - Xinyuan Intelligent Manufacturing plans to raise no more than 140 million yuan through a private placement [1] - Tianfeng Securities is under investigation by the CSRC for suspected information disclosure violations [1][2]

Core Viewpoint - The announcement details the approval process for New Zealand's New Lite Dairy Co., a subsidiary of Bright Dairy, to engage in hedging activities to mitigate foreign exchange and interest rate risks associated with its operations [3][4][5]. Group 1: Transaction Overview - New Lite's main business includes the production and sale of dairy products, with significant revenue from foreign currency sales and some raw material imports, exposing it to foreign exchange risks [3][4]. - The company plans to use forward foreign exchange contracts and interest rate swaps to hedge against these risks [3][4]. - The estimated peak value for forward foreign exchange contracts in 2026 is NZD 1.5 billion, and for interest rate swaps, it is NZD 100 million [4]. Group 2: Approval Process - The proposal has been approved by the Audit Committee and the Board of Directors, pending approval from the shareholders' meeting [2][7]. - The Audit Committee unanimously approved the proposal with three votes in favor and no opposition [7]. Group 3: Risk Analysis and Control Measures - The hedging activities are aimed at risk mitigation and will not involve speculative trading [9]. - Risks identified include market risk, operational risk, and the risk of default by financial institutions [9]. - The company has established a management system for hedging activities, ensuring compliance with legal and regulatory requirements [10][11]. Group 4: Financial Impact and Accounting Treatment - The hedging activities will be conducted in accordance with relevant accounting standards, ensuring proper financial reporting [15].