中炬高新技术实业（集团）股份有限公司章程 中炬高新技术实业（集团）股份有限公司 章 程 （草案） 2025 年 7 月修订 | | | 中炬高新技术实业（集团）股份有限公司章程 第一章 总 则 第一条 为维护中炬高新技术实业（集团）股份有限公司（以下简称公司、 本公司）、股东、职工和债权人的合法权益，规范公司的组织和行为，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》）《中国共产党章程》（以下简称《党章》）和其他有 关规定，制定本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。 公司经广东省企业股份制试点联审小组和广东省体改委以粤联审办[1992]70 号 文批准，以定向募集方式设立；在广东省工商行政管理局注册登记，取得营业 执照，营业执照号：4400001000306。公司已按照《国务院关于原有有限责任公 司和股份有限公司依照〈公司法〉进行规范的通知》规定，对照原《公司法》 进行了规范，并依法履行了重新登记手续。取得广东省工商行政管理局颁发的 营业执照，注册号：440000000000276。公司已根据《国务院办公厅关于加快推 进" ...

证券代码：600872 证券简称：中炬高新 公告编号：2025-043 中炬高新技术实业（集团）股份有限公司 关于修订《公司章程》的公告 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个别及连带责任。 为响应国家关于在上市公司中加强党的建设，推动党建工作写入公司 章程的明确要求，并严格执行《上市公司章程指引》（证监会公告〔2025〕 6 号）的规定，中炬高新技术实业（集团）股份有限公司（以下简称：公司） 拟对《公司章程》相关内容进行修订。公司于 2025 年 7 月 29 日召开了第 十一届董事会第二次会议，董事会以 8 票赞成审议通过了《关于修订<公司 章程>的议案》。 本次主要修订内容包括：1、补充党建的管理规定及党委、纪委相关职 责规定；2、补充公司高级管理人员的范围；3、将董事会成员的任免及其 报酬和支付方法由股东会特别决议事项调整为普通决议事项；4、删除法规 已有规定的关于董事关联交易的限制及实际控制人与一致行动的认定。因 本次删除、新增部分条款导致原有条款序号发生变化（包括引用的各条款 序号），在不涉及实质内容改变的情况下， ...

Investment Rating - The report maintains a "Recommended" rating for the food and beverage industry, particularly highlighting opportunities in the liquor sector and food products [1] Core Insights - The liquor industry is undergoing extreme pressure testing, with a significant focus on inventory clearance and bottoming out of financial reports. The second quarter has shown weak demand due to seasonal factors and regulatory impacts, leading to a notable decline in sales and pricing pressures [5][10] - High-end liquor brands like Moutai are expected to maintain growth, while mid-tier brands face challenges with declining revenues and profits. The overall industry is in a deep clearance phase, with potential for recovery as regulations stabilize [5][12] - The consumer goods sector shows mixed performance, with snacks and beverages remaining strong, while other segments like frozen foods and chain restaurants face ongoing demand pressures [20][25] Summary by Sections 1. Liquor Sector - The liquor industry is experiencing extreme pressure, with weak demand in the second quarter and significant inventory levels. Major brands like Moutai and Wuliangye are expected to show modest growth, while others like Yanghe and Luzhou Laojiao are facing declines [5][11][12] - Moutai's revenue is projected to grow by 7% in Q2, while Wuliangye is expected to see a 1% increase. In contrast, brands like Yanghe and Luzhou Laojiao are forecasted to decline by 35% and 8% respectively [11][12] 2. Consumer Goods - The overall demand for consumer goods remains weak, but segments like snacks and beverages are performing well. For instance, East Peak is expected to see a 33% increase in revenue, while other snack brands are also showing positive trends [20][25] - The beverage sector is projected to see positive growth, with major brands like Qingdao Beer and Yanjing expected to report increases in revenue and profit [25][26] 3. Investment Recommendations - The report suggests focusing on high-performing stocks in the short term while considering long-term investments in liquor brands that are currently at their bottom. Brands like Moutai and Gujing are recommended for their lower risk profiles [7][8] - For consumer goods, companies like Anqi and East Peak are highlighted for their growth potential, while traditional dairy brands like Yili and Mengniu are suggested for a bundled investment approach [7][8]

Core Viewpoints - The white liquor industry is currently under pressure, with high-end and mid-range products affected by economic and policy influences, leading to a decline in prices from approximately 2200 yuan to around 1850 yuan since the Spring Festival of 2025 [4][29] - The beer industry is expected to benefit from a low base effect in 2025, with a recovery in overall demand as the summer approaches, supported by favorable weather conditions and government consumption incentives [4][42] - The dairy industry is in a transitional phase, with prices expected to stabilize as demand improves and production levels off, leading to enhanced profitability for upstream and downstream companies [4][58] - The seasoning industry is experiencing steady demand, with a focus on high-end products and a resilient consumer base, despite short-term pressures from the restaurant sector [4][76] White Liquor - The high-end liquor segment remains a long-term investment opportunity, with leading brands maintaining market share despite current pressures [4][34] - The mid-range liquor market is facing intensified competition and declining sales, particularly in the business dining sector [4][36] - The overall valuation of leading white liquor companies is currently at historical lows, with expected valuations between 13-19 times for 2025 [4][4] Beer - The beer market is showing signs of recovery, with a notable increase in production and sales during the summer months, particularly benefiting national brands [4][42] - The industry is moving towards a high-end product strategy, with significant growth in premium beer segments [4][47] - The overall market structure is becoming more concentrated, with the top five companies controlling over 90% of the market [4][47] Dairy Products - The dairy sector is expected to see a rebound in profitability as raw milk prices stabilize and consumer demand for high-quality products increases [4][58] - The long-term growth potential for dairy products remains strong, driven by rising disposable incomes and changing consumer preferences [4][63] - The industry is witnessing a shift towards premium products, with a focus on high-end milk and cheese offerings [4][74] Seasoning Products - The seasoning industry is characterized by stable demand, with a focus on health and premiumization trends [4][76] - The restaurant sector's recovery is anticipated to positively impact seasoning sales, particularly in the B2B market [4][76] - Cost reductions in raw materials are expected to support profitability in the seasoning industry [4][76] Frozen Foods - The frozen food sector is projected to maintain strong growth, driven by the increasing chain restaurant market and consumer demand for convenience [4][41] - Leading companies in the frozen food industry are expected to capture market share from smaller competitors due to their scale and distribution advantages [4][41] Food Additives - The food additives market is experiencing significant growth potential, with a trend towards natural and healthy ingredients [4][41]

Group 1 - The management of Zhongju Gaoxin (600872.SH) has undergone a complete renewal with the election of Li Ruxiong as the new chairman, indicating an optimization and upgrade of the company's governance structure [1][6] - Li Ruxiong has extensive experience in consumer retail and capital management, having held key positions in various companies, which may inject new momentum into Zhongju Gaoxin during its strategic transformation [2][6] - The company aims to improve its existing products through consumer research and expert collaboration, and plans to develop its second growth curve through flexible partnerships, joint ventures, and acquisitions [5][6] Group 2 - In 2024, Zhongju Gaoxin achieved a revenue of 5.519 billion yuan, a year-on-year increase of 7.39%, but the net profit attributable to shareholders decreased by 47.37% to 893 million yuan, indicating a significant drop in profitability [3][5] - The company has set ambitious operational goals for its subsidiary Meiwai Xian, targeting an annual revenue of 10 billion yuan and an operating profit of 1.5 billion yuan by 2026 [5][6] - The recent board adjustments reflect the company's commitment to market-oriented reforms and enhancing governance efficiency, with the introduction of new managerial positions and independent directors [6]

Group 1: Company Performance Forecasts - Zhujiang Beer expects a net profit of 575 million to 625 million yuan for the first half of 2025, representing a growth of 15% to 25% [1] - Yanjing Beer anticipates a net profit growth of 40% to 50%, estimating between 1.062 billion to 1.137 billion yuan [2] - Lianhua Holdings projects a net profit increase of 58.67% to 68.59%, estimating between 160 million to 170 million yuan [5] - Tianbang Foods expects a net profit of 350 million to 370 million yuan, a decline of 56.01% to 58.39% [7] - Muyuan Foods forecasts a net profit of 10.5 billion to 11 billion yuan, a significant increase of 924.60% to 973.39% [8] - Bubu Gao anticipates a net profit of 180 million to 220 million yuan, indicating a turnaround to profitability [10] Group 2: Strategic Developments - Ferrero has agreed to acquire WK Kellogg Co for $23 per share, totaling an enterprise value of $3.1 billion [3] - Zhongju Gaoxin elected Li Ruxiong as chairman and Yu Jianhua as vice chairman during its board meeting [4] - Tea Yan Yue Se is expanding into North America through e-commerce, launching nearly 40 products [9][10] - Yonghui Supermarket has issued a public letter to suppliers, emphasizing a commitment to fair competition and quality standards [12]

Group 1 - The management of Zhongju Gaoxin has undergone a complete renewal with the election of Li Ruxiong as the new chairman, indicating an optimization of the company's governance structure and a commitment to high-quality development and strategic transformation [1][3] - The new board composition includes a mix of state-owned shareholders and market-oriented executives, which is expected to enhance resource allocation efficiency and align with the strategic deployment of the central government [1][4] - Li Ruxiong brings over 30 years of experience in corporate management and capital operations, having held key positions in various companies, which is anticipated to inject new momentum into Zhongju Gaoxin during its strategic transformation [2][3] Group 2 - The adjustment of the board reflects Zhongju Gaoxin's determination to promote market-oriented reforms and improve governance efficiency, with the introduction of new directors from diverse backgrounds [4][5] - The company is currently facing intense competition in the seasoning industry, which has entered a phase of stock competition, leading to a significant reduction in the number of related enterprises [7] - Zhongju Gaoxin's revenue for 2024 reached 5.519 billion yuan, a year-on-year increase of 7.39%, with over 90% of this revenue coming from its seasoning business [7][8] Group 3 - The company plans to leverage consumer research and expert collaboration to improve existing products and explore new growth avenues through flexible partnerships, joint ventures, and acquisitions [8] - Future strategies include optimizing costs in production, procurement, and operations, as well as enhancing labor efficiency to drive profitability [8]

Group 1 - The management of Zhongju Gaoxin has undergone a complete renewal, with Li Ruxiong appointed as the new chairman after the board election [1] - The new board structure features a mix of professional managers and representatives from state-owned shareholders, enhancing the governance model [2] - The company aims to achieve a strategic goal of generating 10 billion yuan in revenue and 1.5 billion yuan in profit from its subsidiary Guangdong Meiwei Xian by 2026 [2] Group 2 - Li Ruxiong brings extensive experience in corporate management, capital operations, and finance, which may accelerate Zhongju Gaoxin's internationalization strategy [3] - The seasoning industry is facing intense competition, with a significant reduction in the number of related enterprises over the past five years [3] - Zhongju Gaoxin has identified three major trends in the industry: health-oriented, premiumization, and internationalization, with a focus on expanding its international market presence [3]

Group 1 - The company has elected Li Ruxiong as the chairman of the 11th board of directors and Yu Jianhua as the vice chairman [1] - Li Ruxiong is noted for his extensive industry experience and management skills in large enterprises, which is expected to enhance the company's strategic execution and operational framework [1] - The new board is anticipated to leverage its financial background and capital operation experience to promote external expansion and value enhancement for the company [1]

中炬高新技术实业（集团）股份有限公司 第十一届董事会第一次会议决议公告 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个别及连带责任。 中炬高新技术实业（集团）股份有限公司（以下简称：中炬高新、 公司）第十一届董事会第一次会议于 2025 年 7 月 4 日发出会议通知， 证券代码：600872 证券简称：中炬高新 公告编号：2025-042 三、审议通过《关于选举第十一届董事会各专门委员会委员的 议案》。 表决结果：8 票赞成，0 票反对，0 票弃权。 于 2025 年 7 月 10 日上午以现场与通讯相结合方式召开。会议应到董 事 8 人，实到 8 人，本次会议有效表决票数为 8 票。全体高管列席了 会议，本次会议的召集、召开及表决程序符合法律法规及《公司章程》 的有关规定。会议由黎汝雄先生主持，经到会董事认真审议，以书面 表决方式，审议了以下议案： 一、审议通过《关于选举第十一届董事会董事长的议案》； 表决结果：8 票赞成，0 票反对，0 票弃权。 经董事会一致审议通过，选举黎汝雄先生担任公司第十一届董事 会董事长。 二、审议通过 ...