威海百合生物技术股份有限公司 2025 年第一次临时股东大会 会议材料 2025 年 9 月 26 日 威海百合生物技术股份有限公司 2025 年第一次临时股东大会会议须知 为维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证股 东大会的顺利召开，根据《公司法》《上市公司股东会规则》及《公司章程》的 有关规定，特制定如下会议须知，望出席股东大会的全体人员遵照执行。 一、为保证股东大会的严肃性和正常秩序，切实维护与会股东（或股东授权 代表）的合法权益，公司认真做好召开股东大会的各项工作。 二、除出席会议的股东（或股东授权代表）、公司董事、监事、高级管理人 员、公司聘请的律师、董事会邀请的人员及相关工作人员外，公司有权依法拒绝 其他人进入会场。 三、股东参加股东大会，应当认真履行其法定义务，会议开始后应将手机铃 声置于无声状态，尊重和维护其他股东合法权益，保障大会的正常秩序。 四、股东参加股东大会依法享有表决权、发言权、质询权等权利。 五、股东需要发言的，需先经会议主持人许可，方可发言。股东发言时应首 先报告姓名（或所代表股东）及持有股份数额。每一股东发言不得超过两次，每 次发言原则上不超过 5 分钟 ...

Market Overview - On September 5, the food processing sector rose by 0.68% compared to the previous trading day, with Baihe Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 3812.51, up 1.24%, while the Shenzhen Component Index closed at 12590.56, up 3.89% [1] Stock Performance - Baihe Co., Ltd. (603102) closed at 46.51, with a significant increase of 10.00% and a trading volume of 35,200 hands, amounting to a transaction value of 160 million yuan [1] - Other notable performers included Kangbiter (833429) with a 4.39% increase, and Tangchen Beijian (300146) with a 2.26% increase [1] Capital Flow - The food processing sector experienced a net outflow of 48.96 million yuan from institutional investors, while retail investors saw a net outflow of 83.72 million yuan [2] - Conversely, speculative funds recorded a net inflow of 133 million yuan [2] Individual Stock Capital Flow - Baihe Co., Ltd. had a net inflow of 42.73 million yuan from institutional investors, but a net outflow of 20.46 million yuan from retail investors [3] - Guangming Meat Industry (600073) also saw a net inflow of 23.86 million yuan from institutional investors, with retail investors experiencing a net outflow of 20.24 million yuan [3]

Investment Rating - The investment rating for the company is "Buy" with a target of outperforming the industry index by over 15% in the next six months [5][18]. Core Views - The company is undergoing a strategic transformation that is causing short-term pressure but is expected to empower long-term development through cross-border mergers and acquisitions [1][4]. - The company has a strong presence in the nutritional health product industry, with nearly 20 years of R&D and production experience, and offers comprehensive contract manufacturing services [4]. Financial Performance Summary - For 2023A, the company reported revenue of 871 million yuan, with a projected revenue of 801 million yuan for 2024A, followed by 944 million yuan in 2025E, 1,421 million yuan in 2026E, and 1,687 million yuan in 2027E [1][10]. - The year-on-year growth rates for revenue are projected to be 20.1% for 2023A, -8.0% for 2024A, 17.8% for 2025E, 50.4% for 2026E, and 18.8% for 2027E [1][10]. - The net profit attributable to the parent company is expected to decrease from 169 million yuan in 2023A to 139 million yuan in 2024A, before recovering to 152 million yuan in 2025E, 205 million yuan in 2026E, and 245 million yuan in 2027E [1][10]. - The company’s return on equity (ROE) is projected to decline from 11.2% in 2023A to 8.7% in 2024A, before gradually increasing to 12.5% by 2027E [1][10]. Business Segment Performance - In the first half of 2025, the company achieved revenue of 420 million yuan, with a year-on-year growth of 2.06%. The contract manufacturing segment showed resilience with a revenue of 366 million yuan, up 10.71% year-on-year, while the self-owned brand segment saw a decline of 33.61% [2][3]. - The company launched a new brand, focusing on a strategic shift towards scientifically-based health products, aiming to build a unique nutritional health system for Asian consumers over the next decade [2]. Cost and Investment Insights - The company is increasing its costs and investments for transformation, which has led to a short-term pressure on profits. The gross margin and net profit margin for the first half of 2025 were 36.22% and 17.10%, respectively, both showing a decline compared to the previous year [3]. - Operating cash flow for the first half of 2025 was 74 million yuan, reflecting a year-on-year increase of 14.02%, indicating a stable operational condition [3]. Mergers and Acquisitions - The company completed a cross-border acquisition of 56% of Ora for 67 million yuan, which is expected to enhance its overseas supply chain and accelerate international expansion [4]. Ora reported a revenue of 42.28 million New Zealand dollars in 2024, with a significant year-on-year growth of 102.34% [4].

Core Insights - The company reported a revenue increase but a decline in net profit for the first half of 2025, indicating a challenging financial environment [1] - The gross margin and net margin both decreased significantly compared to the previous year, reflecting pressure on profitability [1] Financial Performance Summary - Total revenue for H1 2025 reached 420 million yuan, a year-on-year increase of 2.06% [1] - Net profit attributable to shareholders was 71.88 million yuan, down 13.37% year-on-year [1] - The second quarter saw a revenue of 213 million yuan, a decline of 4.44% year-on-year, with net profit of 36.67 million yuan, down 23.79% [1] - Gross margin stood at 36.22%, a decrease of 8.29% year-on-year, while net margin was 17.1%, down 15.11% [1] - Total operating expenses were 51.15 million yuan, accounting for 12.17% of revenue, a slight decrease of 0.69% year-on-year [1] - Earnings per share decreased to 1.12 yuan, down 13.85% year-on-year, while operating cash flow per share increased to 1.16 yuan, up 14.02% [1] Balance Sheet Changes - Cash and cash equivalents increased by 5.99% to 1.131 billion yuan [1] - Accounts receivable rose by 26.15% to 66.10 million yuan [1] - Interest-bearing debt surged by 185.08% to 5.46 million yuan [1] Significant Variations in Financial Items - Accounts receivable financing decreased by 56.27% due to a reduction in held bills [2] - Other current assets increased dramatically by 1173.2% due to an increase in financial products [2] - Right-of-use assets increased by 93.88% due to more leasing [3] - Deferred tax assets rose by 40.0% due to an increase in inventory impairment provisions [5] - Tax payable increased by 50.9% due to higher VAT payable [6] - Lease liabilities saw a staggering increase of 4292.79% due to more leasing [7] Cash Flow and Investment Returns - Net cash flow from financing activities increased by 102.46% due to the receipt of special government bonds [8] - The company's return on invested capital (ROIC) for the previous year was 8.06%, indicating average capital returns [9] - Analysts expect the company's performance for 2025 to reach 169 million yuan, with an average earnings per share forecast of 2.64 yuan [9]

Core Viewpoint - The company reported a slight increase in revenue but a significant decline in net profit compared to the same period last year [1] Financial Performance - The company achieved operating revenue of 420.35 million yuan, representing a year-on-year growth of 2.06% [1] - The net profit attributable to shareholders of the listed company was 71.88 million yuan, a decrease of 13.37% compared to the same period last year [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 69.64 million yuan, down 13.68% year-on-year [1]

Core Viewpoint - The company reported a mixed performance in its 2025 H1 results, with revenue growth but a decline in net profit, indicating challenges in its self-owned brand segment while the contract manufacturing business showed strong growth [1][2][3]. Financial Performance - In 2025 H1, the company achieved revenue of 420 million yuan, a year-on-year increase of 2.06%, and a net profit attributable to shareholders of 72 million yuan, a year-on-year decrease of 13.37% [1]. - For Q2 2025, revenue was 213 million yuan, down 4.44% year-on-year, with a net profit of 37 million yuan, down 23.79% year-on-year [1]. Business Segments - The contract manufacturing business saw double-digit growth, with revenue of 366 million yuan in H1 2025, up 10.71% year-on-year, while the self-owned brand business generated 52 million yuan, down 33.61% year-on-year [2]. - In terms of product types, functional beverages grew by 18.41% to 120 million yuan, while soft capsules declined by 6.03% to 151 million yuan. Other forms like powders and tablets showed varied performance, with powders up 35.99% and tablets down 20.11% [2]. Geographic Performance - Revenue from domestic operations was 379 million yuan, down 1.73% year-on-year, while international revenue reached 39 million yuan, up 66.43% year-on-year [3]. Profitability Metrics - The gross margin for H1 2025 was 36.22%, a decrease of 3.28 percentage points year-on-year, and the net profit margin was 17.10%, down 3.04 percentage points year-on-year [3]. - The company experienced increased management expenses, attributed to strategic transformation efforts [3]. Strategic Developments - The acquisition of a 56% stake in New Zealand's Ora factory was completed, with expectations for significant revenue contributions in 2025, as the factory reported strong growth in 2024 [4]. - The company launched a new brand focused on "food and medicine homology," targeting specific nutritional needs of Asian consumers, and plans to leverage cross-border cooperation for competitive advantage in domestic pharmacy channels [5]. Future Outlook - The company anticipates revenue growth driven by its contract manufacturing business and expects contributions from cross-border and pet-related businesses in the future [5]. - Projections for 2025-2027 indicate revenues of 1.117 billion, 1.286 billion, and 1.446 billion yuan, with net profits of 169 million, 205 million, and 236 million yuan respectively, reflecting a positive growth trajectory [5].

Core Viewpoint - Baihe Co., Ltd. has reported an increase in shareholder accounts and a slight decrease in average shareholding quantity, indicating a growing interest among retail investors despite a minor decline in average shareholding value [1][2]. Group 1: Shareholder Statistics - As of June 30, 2025, the number of shareholders for Baihe Co., Ltd. reached 8,574, an increase of 459 accounts or 5.66% from March 31, 2025 [1][2]. - The average number of shares held per account decreased from 7,887 shares to 7,464 shares during the same period [1][2]. - The average market value of shares held per account was 314,500 yuan, which is higher than the industry average of 262,300 yuan [1][2]. Group 2: Stock Performance - From March 31, 2025, to June 30, 2025, Baihe Co., Ltd. experienced a stock price increase of 5.43% [1][2]. - During this period, the company saw a net outflow of 27.02 million yuan from institutional investors and a net inflow of 31.49 million yuan from retail investors [2]. - The stock was listed on the "Dragon and Tiger List" twice during this period, with institutional special seats also appearing twice [2].

Group 1 - The board of directors of Weihai Bihua Biotechnology Co., Ltd. held its 13th meeting on August 29, 2025, with all 9 directors present, confirming compliance with relevant laws and regulations [1] - The board approved the 2025 semi-annual report and its summary with a unanimous vote of 9 in favor [2] - The board also approved a special report on the storage and actual use of raised funds for the first half of 2025, again with a unanimous vote of 9 in favor [2] Group 2 - The board resolved to cancel the supervisory board and amend the company’s articles of association, transferring the supervisory functions to the audit committee of the board, with a unanimous vote of 9 in favor [3] - The board approved the revision and establishment of internal governance systems to enhance management and governance structure, with a unanimous vote of 9 in favor [3] - The board proposed to hold the first extraordinary general meeting of shareholders in 2025 on September 26, 2025, to review the resolutions submitted by the board [3]

Group 1 - The Supervisory Board of Weihai Bihua Biotechnology Co., Ltd. held its 11th meeting of the 4th session on August 29, 2025, with all 3 attending supervisors present, confirming compliance with relevant laws and regulations [1][2] - The Supervisory Board approved the company's 2025 semi-annual report and its summary, with a unanimous vote of 3 in favor and no opposition or abstentions, affirming the report's authenticity and completeness [2] - The Supervisory Board also approved the special report on the storage and actual use of the raised funds for the first half of 2025, with the same voting results, confirming compliance with regulatory requirements and the absence of any violations [2]

Core Viewpoint - The report highlights the performance and strategic direction of Weihai Baihe Biotechnology Co., Ltd. for the first half of 2025, emphasizing the company's resilience in a transforming industry and its focus on innovation and product diversification to meet evolving consumer needs [1][9]. Company Overview and Financial Indicators - The company reported a revenue of 420.35 million yuan for the first half of 2025, a 2.06% increase compared to the same period last year [3]. - The total profit for the period was 82.36 million yuan, reflecting a decrease of 13.38% year-on-year [3]. - The net profit attributable to shareholders was 71.88 million yuan, down 13.37% from the previous year [3]. - The net assets attributable to shareholders increased by 4.28% to 1.67 billion yuan [3]. Industry Situation and Main Business - The industry is experiencing continuous expansion and structural upgrades, with a notable demand for high-end functional products driven by consumer upgrades [6]. - The company specializes in the research, production, and sales of nutritional health foods, offering a wide range of products including soft capsules, hard capsules, tablets, powders, and bottled drinks [6][9]. - The company has established a comprehensive product matrix that covers various health needs across different consumer demographics, including families, infants, and the elderly [9][14]. Business Model - The company operates under two main sales models: contract manufacturing and proprietary brands, with a focus on providing full-process services from product development to production [7][8]. - The contract manufacturing model serves domestic and international brand operators, while the proprietary brand model includes brands like "Baihe Kang" and "Hongyang Shen" [7][8]. - The company employs a "make-to-stock" and "make-to-order" production strategy to optimize production efficiency and meet customer demands [6][8]. Competitive Advantages - The company has developed a forward-looking R&D system and a responsive market capability, allowing it to capture diverse consumer health needs effectively [11]. - It has established a comprehensive quality control system that spans the entire production process, ensuring compliance with international standards [13]. - The company is committed to innovation in product development, focusing on clean label standards and differentiating its products in the market [9][14].