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。 证券代码：600872 证券简称：中炬高新 公告编号：2025-054 中炬高新技术实业（集团）股份有限公司 2025年第三次临时股东会决议公告 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)股东会召开的时间：2025 年 9 月 15 日 (二)股东会召开的地点：广东省中山市火炬开发区厨邦路 1 号广东美味鲜调味食 品有限公司综合楼 904 会议厅 (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 | 945 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 210,776,335 | | 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（%） | 27.1994 | (四)表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况等。 本次股东会由公司董事会召集，董事长黎汝雄先生主持会议。本次会议采取 现场投票和网络投票 ...

关于 中炬高新技术实业（集团）股份有限公司 二〇二五年第三次临时股东会的 法律意见书 地址：中国广东省中山市东区东苑南路 101 号大东裕贸联大厦北塔 2 号 27 楼 2709、 2710 卡 法律意见书 广东卓建（中山）律师事务所 关于中炬高新技术实业（集团）股份有限公司 二〇二五年第三次临时股东会的 法律意见书 致：中炬高新技术实业（集团）股份有限公司 广东卓建（中山）律师事务所（以下简称"卓建"）接受中炬高新技术实业（集 团）股份有限公司（以下简称"公司"）的委托，指派律师（以下简称"本所律师"） 出席公司2025年第三次临时股东会（以下简称"本次股东会"），并根据《中华人 民共和国证券法》（以下简称"《证券法》"）、《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》等法律、法规、规范性文件以 及现行有效的《中炬高新技术实业（集团）股份有限公司章程》（以下简称"《公 司章程》"）的规定，在进行必要验证工作的基础上，对公司本次股东会的召集、 召开程序、出席会议人员和召集人资格、表决程序和结果等事项的合法性发表见证 法律意见。 本所律师已得到公司如下保证：公司已经提供和披露了本所 ...

Core Viewpoint - The seasoning and fermentation products sector experienced a slight increase of 0.3% on September 15, with Baoli Food leading the gains, while the overall market showed mixed results with the Shanghai Composite Index down by 0.26% and the Shenzhen Component Index up by 0.63% [1] Group 1: Market Performance - The seasoning and fermentation products sector saw Baoli Food closing at 14.49, up by 3.65%, with a trading volume of 47,100 hands and a transaction value of 67.81 million yuan [1] - Other notable performers included Jialong Co. at 2.86, up by 2.14%, and Richen Co. at 28.17, up by 2.10% [1] - The overall trading volume in the sector was characterized by a net outflow of 147 million yuan from main funds, while retail funds saw a net inflow of 66.92 million yuan [2] Group 2: Individual Stock Analysis - Baoli Food had a main fund net inflow of 2.84 million yuan, while retail funds showed a net outflow of 3.26 million yuan [3] - Jialong Co. experienced a main fund net inflow of 15.76 million yuan, but retail funds had a net outflow of 6.47 million yuan [3] - Anji Food saw a significant main fund net outflow of 7.52 million yuan, despite a retail net inflow of 12.02 million yuan [3]

Group 1 - The core viewpoint of the report indicates that Zhongju Gaoxin's performance is under pressure, with a significant decline in revenue and net profit for the first half of 2025 compared to the previous year [1] - In H1 2025, the company achieved revenue and net profit of 2.132 billion and 257 million yuan, representing a year-on-year decrease of 18.58% and 26.56% respectively [1] - For Q2 2025, the revenue and net profit were 1.03 billion and 76 million yuan, showing a year-on-year decline of 9.11% and 31.57% [1] Group 2 - The report highlights that the seasoning industry is experiencing slow revenue growth, coupled with weak consumer demand and intense market competition, which may continue to pressure the company's performance in 2025 [1] - The profit forecast has been adjusted, with expected revenues for 2025-2027 set at 4.9 billion, 5.3 billion, and 5.7 billion yuan, reflecting a year-on-year change of -11%, +8%, and +8% respectively [1] - The expected net profit for the same period is projected to be 690 million, 810 million, and 910 million yuan, with year-on-year changes of -22%, +17%, and +12% respectively [1] Group 3 - The report notes that the company is facing internal reform challenges in the short term, but the long-term development outlook remains optimistic [1] - Under the leadership of the new chairman, the company is expected to enter a growth phase [1] - The report maintains a "buy" rating for the company, indicating confidence in its future performance [1]

Core Viewpoint - The report indicates that Zhongju Gaoxin's performance is under pressure, with a significant decline in revenue and net profit in the first half of 2025, and the company is expected to face challenges in the competitive seasoning industry [1] Financial Performance - In H1 2025, Zhongju Gaoxin achieved revenue and net profit of 2.132 billion and 257 million yuan, respectively, representing a year-on-year decline of 18.58% and 26.56% [1] - In Q2 2025, the company reported revenue and net profit of 1.03 billion and 76 million yuan, showing a year-on-year decrease of 9.11% and 31.57% [1] Future Outlook - Due to the slowdown in revenue growth in the seasoning industry and weak consumer demand, the company's performance is expected to remain under pressure in 2025 [1] - The revised revenue forecasts for 2025-2027 are 4.9 billion, 5.3 billion, and 5.7 billion yuan, reflecting a year-on-year change of -11%, +8%, and +8% [1] - The revised net profit forecasts for the same period are 690 million, 810 million, and 910 million yuan, with year-on-year changes of -22%, +17%, and +12% [1] Valuation Metrics - The corresponding price-to-earnings (PE) ratios for 2025-2027 are projected to be 22X, 19X, and 17X [1] Management and Strategy - The company is facing internal reform challenges in the short term, but the long-term development outlook remains optimistic under the leadership of the new chairman, with expectations of entering a growth phase [1]

Investment Rating - The investment rating for the company is "Buy" with a target price not specified [6] Core Views - The company has faced continuous pressure on its performance, with a significant decline in revenue and net profit in the first half of 2025, reporting revenue of 2.13 billion and net profit of 257 million, down 18.58% and 26.56% year-on-year respectively [1] - The soy sauce category has shown growth, with the company focusing on product innovation and health-oriented offerings, aligning with national health initiatives [1] - The company is experiencing a rapid increase in the number of distributors, with a net addition of 514 distributors in Q2 2025, bringing the total to 2,799 [2] - Despite a decline in revenue in the southern region, the company is enhancing its market position through targeted distributor management and increased coverage in key areas [2] - The gross margin has improved, reaching 39.39%, while the net margin decreased to 7.38% [2] - The company is expected to face challenges in the short term due to a slowdown in the seasoning industry and weak consumer demand, but long-term growth prospects remain optimistic under new leadership [3] Financial Summary - Revenue projections for 2025-2027 are adjusted to 4.89 billion, 5.29 billion, and 5.72 billion respectively, reflecting a year-on-year change of -11%, +8%, and +8% [3] - The forecasted net profit for the same period is 694 million, 810 million, and 909 million, with year-on-year changes of -22%, +17%, and +12% [3] - The company's financial metrics indicate a PE ratio of 22X for 2025, decreasing to 17X by 2027 [3] - The company’s gross margin is projected to improve to 41.25% by 2025, with a net margin of 14.20% [10]

Core Viewpoint - The seasoning and fermentation sector experienced a decline of 0.89% on September 10, with Anqi Yeast leading the drop, while the Shanghai Composite Index rose by 0.13% and the Shenzhen Component Index increased by 0.38% [1][2]. Group 1: Market Performance - The seasoning and fermentation sector's stocks showed mixed performance, with Anji Food closing at 13.58, up by 3.03%, and Anqi Yeast closing at 41.07, down by 2.35% [1][2]. - The total trading volume for the seasoning and fermentation sector was significant, with Anji Food achieving a transaction value of 4.17 billion yuan and Anqi Yeast reaching 5.00 billion yuan [1][2]. Group 2: Capital Flow - The main capital flow in the seasoning and fermentation sector indicated a net outflow of 154 million yuan from institutional investors, while retail investors saw a net inflow of 55.06 million yuan [2][3]. - Specific stocks like Hai Tian Wei Ye and Anji Food had varying capital flows, with Hai Tian Wei Ye experiencing a net inflow of 5.26 million yuan from institutional investors [3].

中炬高新 2025 年第三次临时股东会会议资料 中炬高新 2025 年第三次临时股东会议程 五、审议关于修订《核心管理人员薪酬与绩效考核管理制度》的 议案； 中炬高新 2025 年第三次临时股东会会议资料 中炬高新技术实业（集团）股份有限公司 2025 年第三次临时股东会会议资料 会议时间：2025 年 9 月 15 日 14 点 30 分 会议地点：广东省中山市火炬开发区厨邦路 1 号 广东美味鲜调味食品有限公司综合楼 904 六、讨论、审议，并对上述议案进行表决； 七、董事长宣读表决结果； 八、会议结束。 1 一、董事长主持会议，并宣布会议开始； 二、选举大会计票员、监票员； 三、审议关于减少公司注册资本的议案； 四、审议关于修订《公司章程》的议案； 中炬高新 2025 年第三次临时股东会会议资料 中炬高新技术实业（集团）股份有限公司 关于减少公司注册资本的议案 各位股东： 依据中炬高新技术实业（集团）股份有限公司（以下简称：公司） 《2024 年限制性股票激励计划》（以下简称：《激励计划》）的相关规 定，公司需对股权激励对象已获授但尚未解除限售的共计 481,978 股 限制性股票进行回购注销，并对应减 ...

Core Viewpoint - Zhongju Gaoxin's financial performance in the first half of 2025 shows significant declines in both revenue and net profit, prompting strategic changes under new management [1][3][10] Financial Performance - The company reported a revenue of 2.132 billion yuan, a year-on-year decrease of 18.58% [1] - Net profit attributable to shareholders was 257 million yuan, down 26.56% year-on-year [1] - The non-recurring net profit was 263 million yuan, reflecting a decline of 22.53% [3] Business Segment Analysis - The seasoning products segment generated sales of 2.098 billion yuan, a decrease of 17.92% [3] - Soy sauce, the largest product line, saw revenue drop to 1.298 billion yuan, down 16.68% [3] - Chicken essence and powder revenue fell to 255 million yuan, a decline of 21.98% [3] - Edible oil revenue halved to 109 million yuan, down 49.39% [3] Market Dynamics - Revenue in the eastern region decreased by 28.64% to 436 million yuan, while the southern region saw a decline of 16.29% to 808 million yuan [4] - The company is implementing inventory reduction measures to strategically reshape market pricing [4] - The competitive landscape is intensifying, necessitating faster strategic adjustments and business optimizations [4][12] Corporate Governance Changes - The company announced the termination of a significant non-public A-share issuance plan originally intended to raise approximately 8 billion yuan [5][8] - This decision marks the end of a capital operation era associated with the Baoneng Group [5][6] - The new chairman, Li Ruxiong, aims to initiate deep reforms within the company [9][10] Strategic Goals - The company plans to achieve a revenue target of 10 billion yuan for its subsidiary, Meiwai Xian, by 2026 [10][11] - The company is actively adjusting its product strategy and enhancing brand image through celebrity endorsements [12] - There is a focus on potential acquisitions to fill product gaps while maintaining a cautious investment approach [12]

Investment Rating - The investment rating for the company is "Buy" and is maintained [9] Core Views - The company's total revenue for H1 2025 is 2.132 billion yuan, a year-on-year decrease of 18.58%. The net profit attributable to shareholders is 257 million yuan, down 26.56% year-on-year, while the net profit excluding non-recurring items is 263 million yuan, a decrease of 22.53% year-on-year [2][4] - In Q2 2025, the total revenue is 1.03 billion yuan, a year-on-year decline of 9.11%. The net profit attributable to shareholders is 75.78 million yuan, down 31.57% year-on-year, and the net profit excluding non-recurring items is 82.78 million yuan, a decrease of 19.46% year-on-year [2][4] Revenue Analysis - Revenue decline is narrowing, with the main product soy sauce turning positive. For H1 2025, revenue breakdown shows soy sauce at 1.298 billion yuan (-16.68%), chicken essence and powder at 255 million yuan (-21.98%), edible oil at 109 million yuan (-49.39%), and others at 331 million yuan (-3.23%). In Q2 2025, soy sauce revenue increased by 6.39% [5] - Channel adjustments are ongoing, with Q2 pressure easing. Direct sales channel grew rapidly, with core online categories exceeding 60% growth in H1 2025 [5] Cost and Profitability - Cost reductions improved gross margin, but personnel expenses increased. The net profit margin for H1 2025 decreased by 1.31 percentage points to 12.05%. The gross margin increased by 2.42 percentage points to 39.05%, while the expense ratio rose by 4.12 percentage points to 25.16% [6] - In Q2 2025, the net profit margin decreased by 2.41 percentage points to 7.35%, with a gross margin of 39.39% [6] Operational Adjustments - The company is undergoing channel adjustments, with short-term revenue pressure. However, positive signals such as improved gross margins and accelerated online channels are emerging. With the new board in place, governance structure optimization is expected to lead to a new operational phase [7] - Looking ahead, the company aims to enhance operations around the themes of "strengthening fundamentals, diversification, and efficiency." As channel inventory is gradually digested and pricing systems are streamlined, long-term growth momentum is anticipated to be released [7]