Group 1 - The core point of the announcement is the report on the fundraising situation of Ziyan Food Group Co., Ltd. for the first half of 2025, detailing the amount raised, usage, and management of the funds [1][3][18] - The total amount raised from the public offering was RMB 636.3 million, with a net amount of RMB 565.2 million after deducting issuance costs [1][2] - As of June 30, 2025, the company had used RMB 153.7 million of the raised funds, with a remaining balance of RMB 441.1 million in the fundraising account [3][7] Group 2 - The company has established a dedicated fundraising account in compliance with regulations, ensuring the funds are stored and managed properly [4][6] - The company has engaged in cash management with idle funds, investing up to RMB 470 million in financial products, with RMB 715 million in total purchases during the reporting period [11][24] - The company has made adjustments to its fundraising projects, including the termination of the R&D center construction project and reallocating funds to brand building and market promotion [14][17] Group 3 - The company has not used idle funds to temporarily supplement working capital or for other unauthorized purposes during the reporting period [10][12] - The company has adhered to all relevant laws and regulations regarding the use of raised funds, with no violations reported [18] - The company has disclosed its fundraising usage and management practices transparently, ensuring compliance with regulatory requirements [18][19]

Group 1 - The company announced the purchase of structured deposits from China Merchants Bank totaling 40 million yuan, with 10 million yuan and 30 million yuan purchased on May 23, 2025 [2] - The company has redeemed the aforementioned cash management products, recovering a total principal of 40 million yuan and earning an interest of 184,500 yuan [2] - As of the date of the announcement, the company has utilized 114 million yuan of idle raised funds for cash management, which is within the limits authorized by the board of directors [2]

Core Viewpoint - Ziyan Food announced the approval of multiple proposals, including the "2025 Semi-Annual Report and Summary," during the 13th meeting of its second board of directors [2] Group 1 - The company held its 13th meeting of the second board of directors on August 22 [2] - The meeting resulted in the approval of the "2025 Semi-Annual Report and Summary" [2]

智通财经APP讯，紫燕食品(603057.SH)发布2025年半年度报告，报告期内，公司实现营业收入14.73亿 元，同比下降11.46%。实现归属于上市公司股东的净利润1.05亿元，同比下降47.20%。实现归属于上市 公司股东的扣除非经常性损益的净利润8262.17万元，同比下降49.28%。基本每股收益0.2521元。 ...

在区域深耕夯实市场根基的同时，公司构建起多元化的海外发展矩阵。在北美市场，公司采取华人商超 渗透与直营门店开拓的组合策略。3月，公司产品进驻美国大华连锁超市，依托其全美11个州64家门店 的网络，触达百万华人消费群体；4月，公司在美国纽约先后开设法拉盛首店与曼哈顿店，并计划于7月 在美国纽约、新泽西及澳大利亚墨尔本三地陆续增设多家直营门店，进一步完善全球化布局。此外，尼 泊尔生产加工基地于4月启动，预计未来将成为公司国际化产业链条的关键环节，并为应对贸易壁垒、 保障全球化市场稳定供应提供可持续的原料支持。 （企业公告） 公告指出，报告期内，大厂食堂场景取得突破性进展，公司已入驻多地互联网、高新企业食堂，通过数 据化运营优化产品组合，实现单店效能最大化。未来，公司计划将该模式复制至全国科技园区、工业园 及大型企业食堂，打造"职场餐饮"新标杆。 8月22日，紫燕食品发布2025年半年报。当中披露，2025年上半年，公司实现营业收入14.73亿元，同比 下降11.46%；归属净利润1.05亿元，同比减少47.20%。 ...

Meeting Overview - The second meeting of the Board of Directors of Ziyan Food Group Co., Ltd. was held on August 22, 2025, combining in-person and telecommunication methods, with all 9 directors present [1][2] - The meeting was chaired by Mr. Ge Wuchao, and it complied with the relevant provisions of the Company Law of the People's Republic of China and the company's articles of association [1] Resolutions Passed - The Board approved the "2025 Half-Year Report and Summary," which was reviewed by the Audit Committee prior to the meeting, with a unanimous vote of 9 in favor [1][2] - The Board approved the "Special Report on the Storage and Use of Raised Funds for the First Half of 2025," with the same unanimous voting outcome [1][2] - The Board approved the "Management System for the Departure of Directors and Senior Management," also with a unanimous vote [2] - The Board approved the "Securities Investment Management System," again with a unanimous vote [2] - The Board approved the "Proposal to Conduct Foreign Exchange Derivative Trading," which was also reviewed by the Audit Committee and passed unanimously [2]

紫燕食品集团股份有限公司 第二届董事会第十三次会议决议公告 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法律责任。 一、董事会会议召开情况 紫燕食品集团股份有限公司（以下简称"公司"）第二届董事会第十三次会 议于 2025 年 8 月 22 日以现场结合通讯会议方式召开。本次会议应到董事 9 人， 实到董事 9 人。会议由董事长戈吴超先生主持，公司高级管理人员列席本次会议。 董事会的召开符合《中华人民共和国公司法》和《紫燕食品集团股份有限公司章 程》的有关规定。 证券代码：603057 证券简称：紫燕食品 公告编号：2025-056 二、董事会会议审议情况 （一）审议通过《2025 年半年度报告及摘要》 具体内容详见公司披露于上海证券交易所网站（www.sse.com.cn）的《2025 年半年度报告》及其摘要。 本议案已经公司第二届董事会审计委员会第十次会议审议通过。 表决结果：9 票同意，0 票反对，0 票弃权。 （二）审议通过《2025 年半年度募集资金存放与使用情况的专项报告》 具体内容详见公司披露于上海证券交易所网站（www ...

（文章来源：每日经济新闻） 紫燕食品8月22日晚间发布公告称，公司第二届第十三次董事会会议于2025年8月22日以现场结合通讯会 议方式召开。会议审议了《关于制定 <证券投资管理制度> 的议案》等文件。 ...

Financial Performance - Total revenue for the first half of 2025 was approximately RMB 1.47 billion, a decrease of 11.46% compared to RMB 1.66 billion in the same period last year[21]. - Net profit attributable to shareholders was approximately RMB 104.58 million, down 47.20% from RMB 198.08 million year-on-year[21]. - Basic earnings per share decreased by 47.51% to RMB 0.2521 from RMB 0.4803 in the previous year[20]. - The weighted average return on net assets fell to 5.16%, a decrease of 4.13 percentage points compared to 9.29% in the same period last year[20]. - The net profit after deducting non-recurring gains and losses was approximately RMB 82.62 million, down 49.28% from RMB 162.91 million year-on-year[21]. - Operating revenue decreased by 11.46% to ¥1,472,598,393.07 compared to ¥1,663,232,197.93 in the same period last year[42]. - The total profit for the first half of 2025 was ¥37,475,796.05, down from ¥41,966,551.29 in the first half of 2024, reflecting a decline of approximately 10.6%[127]. - The total comprehensive income for the first half of 2025 was ¥33,495,094.55, compared to ¥40,184,892.28 in the first half of 2024, showing a decrease of about 16.7%[127]. Cash Flow and Investments - Operating cash flow for the period increased by 28.70% to approximately RMB 203.24 million, compared to RMB 157.93 million in the previous year[21]. - Net cash flow from operating activities increased by 28.70% to ¥203,243,665.29 compared to ¥157,925,324.15 last year[43]. - Cash inflow from investment activities totaled CNY 1,476,886,805.01, up from CNY 721,452,279.46 year-on-year[132]. - Cash outflow for investment activities was CNY 2,191,288,717.24, compared to CNY 619,446,066.00 in the previous year, leading to a net cash flow from investment activities of -CNY 714,401,912.23[132]. - The company received CNY 1,374,620,000.00 from investment recoveries, significantly higher than CNY 575,000,000.00 in the first half of 2024[132]. - The company paid CNY 2,177,458,914.90 for investments, compared to CNY 590,790,000.00 in the previous year, indicating a substantial increase in investment activities[132]. Assets and Liabilities - Total assets increased by 14.00% to approximately RMB 3.80 billion from RMB 3.33 billion at the end of the previous year[21]. - The total liabilities increased to CNY 2,035,228,415.10 in 2025 from CNY 983,938,848.88 in 2024, representing a growth of 106.00%[120]. - The company's total liabilities to total assets ratio increased, indicating a higher leverage position compared to the previous year[116]. - The total liabilities at the end of the current period were CNY 1,907,888,034.06, which is a critical factor in assessing the company's financial leverage[136]. Market and Industry Insights - The marinated food industry in China has seen a market size growth from RMB 149.82 billion in 2018 to RMB 234.95 billion in 2022, with a compound annual growth rate of 11.9%[29]. - The marinated food market is expected to reach RMB 393.41 billion by 2027, driven by increased demand from B-end catering enterprises and advancements in cold chain logistics[29]. - The Chinese market for condiment marinated food is highly fragmented, with a CR5 market share of only 5.1%[31]. - The company is focusing on the young consumer demographic, implementing strategies in university towns and large factory canteens to enhance market penetration[32]. Operational Strategies - The company attributed the decline in profits to decreased revenue and rising labor costs, which significantly impacted gross profit margins[21]. - The company utilizes a mixed procurement model, combining centralized procurement for key raw materials and decentralized procurement for local ingredients to ensure quality and cost control[25]. - The company has established a sales forecasting system to optimize production planning for fresh products, ensuring timely supply to stores[26]. - The company is optimizing its supply chain through digitalization, implementing advanced logistics management systems for real-time monitoring and efficiency[34]. - The company has developed hundreds of marinated food products, catering to various consumer scenarios including dining, leisure, and gifting[25]. Corporate Governance and Compliance - The company has experienced changes in its board and management personnel, with several resignations and new elections taking place[66]. - The company has not engaged in speculative derivative investments during the reporting period[57]. - The company has confirmed compliance with labor laws and regulations, avoiding penalties related to employee social insurance and housing fund contributions[80]. - The company maintains a good integrity status, with no outstanding court judgments or significant debts due[80]. Shareholder and Equity Information - The total share capital decreased from 414,260,500 shares to 413,513,750 shares after the repurchase and cancellation of 746,750 restricted shares[101]. - The largest shareholder, Ningguo Chuanqin Enterprise Management Consulting Partnership, held 102,017,661 shares, representing 24.67% of the total shares[107]. - The company reported a total of 3,652,843 RMB in consulting service revenue for the period[108]. - The company has established employee stock ownership platforms through various limited partnerships, enhancing employee engagement[108]. Future Plans and Risks - The company plans to expand into new regional markets beyond East China, Central China, and Southwest China, which may involve significant short-term investments with uncertain returns[62]. - The company faces risks related to raw material supply, particularly for poultry and livestock, which could impact production if there are outbreaks or natural disasters[62]. - The company acknowledges the risk of raw material price fluctuations affecting gross margins and profitability[63]. - The company plans to enhance its brand building and market promotion efforts with an additional investment of 8,000.00 million RMB, which is expected to improve market share and revenue growth[94].

证券投资管理制度 第一章 总则 第一条 为规范紫燕食品集团股份有限公司（以下简称"公司"）的证券投 资行为及相关信息披露工作，防范与控制证券投资风险，保证证券投资资金的安 全和有效增值，实现证券投资决策的科学化、规范化、制度化，根据《中华人民 共和国公司法》《中华人民共和国证券法》《上海证券交易所股票上市规则》（以 下简称"《上市规则》"）、《上海证券交易所上市公司自律监管指引第 5 号——交 易与关联交易》等法律、法规和规范性文件及《紫燕食品集团股份有限公司章程》 （以下简称"《公司章程》"）的相关规定，结合公司实际情况，特制定本制度。 第二条 本制度适用于公司及公司控股子公司的证券投资行为。控股子公司 的证券投资行为，应遵从本制度。 第三条 本制度所称的证券投资包括境内外上市的股票市场投资、债券市场 投资、证券回购、公募基金、交易所基金、新股配售和申购、上市公司增发及配 股、以及上海证券交易所认定的其他投资行为。 以下情形不适用本制度： （一）以扩大主营业务生产规模或延伸产业链为目的的投资行为； （二）固定收益类或者承诺保本的投资行为； 紫燕食品集团股份有限公司 证券投资管理制度 （三）参与其他上市公司的 ...