国金证券股份有限公司 关于 宏辉果蔬股份有限公司 详式权益变动报告书 之 2025 年第二季度持续督导意见 二〇二五年九月 财务顾问声明 本财务顾问接受申泽瑞泰委托，担任上市公司本次权益变动的财务顾问。根 据《收购管理办法》等法律法规的规定，本财务顾问本着诚实信用、勤勉尽责的 精神，自本次权益变动完成后的 12 个月内，对上述事项履行持续督导职责。 通过日常沟通并结合上市公司 2025 年半年度报告，本财务顾问出具本持续 督导期的持续督导意见。 作为本次权益变动的财务顾问，本财务顾问出具的持续督导意见是在假设本 次权益变动的各方当事人均按照相关协议条款和承诺全面履行其所有职责的基 础上提出的。本财务顾问特作如下声明： （一）本持续督导意见所依据的文件、资料及其他相关材料基于的假设前提 是上述资料和意见真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏； 本财务顾问未对上述资料和意见作出任何承诺或保证。 （二）本持续督导意见不构成对上市公司的任何投资建议，投资者根据本持 续督导意见所做出的任何投资决策而产生的相应风险，本财务顾问不承担任何责 任。 （三）本财务顾问基于诚实信用、勤勉尽责的原则，已按照执业规则 ...

Market Overview - The planting industry sector experienced a decline of 1.92% on September 3, with Kangnong Seed Industry leading the drop [1] - The Shanghai Composite Index closed at 3813.56, down 1.16%, while the Shenzhen Component Index closed at 12472.0, down 0.65% [1] Individual Stock Performance - Kangnong Seed Industry (837403) closed at 26.42, down 10.74% with a trading volume of 93,300 shares and a transaction value of 271 million yuan [1] - Qiule Seed Industry (831087) closed at 17.00, down 6.54% with a trading volume of 95,500 shares and a transaction value of 169 million yuan [1] - Shennong Seed Industry (300189) closed at 4.81, down 4.94% with a trading volume of 1.614 million shares and a transaction value of 800 million yuan [1] - Other notable declines include: - Quanyin High-Tech (300087) down 3.75% - Xuecheng Biological (300511) down 3.51% [1] Capital Flow Analysis - The planting industry sector saw a net outflow of 378 million yuan from institutional investors, while retail investors contributed a net inflow of 208 million yuan [1] - The following stocks had significant capital flows: - Honghui Fruits and Vegetables (603336) saw a net inflow of 9.33 million yuan from institutional investors [2] - New Agricultural Development (600359) had a net inflow of 289.78 million yuan from institutional investors [2] - Wanxiang Denong (600371) experienced a net outflow of 297.60 million yuan from institutional investors but a net inflow of 285.48 million yuan from retail investors [2]

Group 1 - The company, Honghui Fruits and Vegetables Co., Ltd., has decided to exercise its early redemption rights for the "Honghui Convertible Bonds" due to the stock price meeting the necessary conditions for conditional redemption [2][3] - The redemption will occur at the face value plus accrued interest for all registered "Honghui Convertible Bonds" as of the redemption registration date [2][3] - The company will disclose further details regarding the redemption procedures, pricing, and timing in a subsequent announcement [2][3] Group 2 - Investors holding "Honghui Convertible Bonds" can either trade them in the secondary market within the specified timeframe or convert them at a conversion price of 5.85 CNY per share [2][3] - If investors do not convert or sell their bonds in time, they may face significant investment losses due to forced redemption at a price of 100 CNY per bond plus accrued interest [2][3][4]

Core Viewpoint - Honghui Fruits and Vegetables Co., Ltd. has decided to exercise its early redemption rights for the "Honghui Convertible Bonds" due to the stock price meeting the necessary conditions for conditional redemption [2][3]. Group 1: Early Redemption of "Honghui Convertible Bonds" - The company held its 22nd meeting of the fifth board of directors on August 27, 2025, and approved the proposal for early redemption of the "Honghui Convertible Bonds" [2][3]. - The redemption will occur at the bond's face value plus accrued interest for all registered "Honghui Convertible Bonds" on the redemption registration date [2][3]. - The stock price has been at or above 130% of the conversion price (7.61 CNY/share) for 15 trading days, triggering the conditional redemption clause [3]. Group 2: Investor Options and Risks - Investors can either continue trading the "Honghui Convertible Bonds" in the secondary market or convert them at a price of 5.85 CNY/share within the specified timeframe [2][4]. - If investors do not convert or sell in time, they may face significant investment losses due to forced redemption at 100 CNY per bond plus accrued interest [2][4]. - It is advised that investors with pledged or frozen bonds should resolve these issues in advance to avoid forced redemption scenarios [4].

Group 1 - The company has decided to exercise its early redemption rights for the "Honghui Convertible Bonds" as the conditions for conditional redemption have been triggered [1][2] - The redemption will be conducted at the face value of the bonds plus accrued interest, and the company will provide further details regarding the redemption process, price, and timing in a subsequent announcement [1][2] - Investors holding "Honghui Convertible Bonds" are advised to either trade in the secondary market or convert their bonds within the specified timeframe to avoid potential losses from forced redemption [2][3] Group 2 - The conditional redemption was triggered as the current conversion price is below 130% of the bond's conversion price, specifically not lower than 7.61 CNY per share [2] - The company will disclose the specific details of the redemption in an announcement on August 28, 2025 [2] - Investors are reminded to be aware of the rules and risks associated with the bonds, especially regarding the potential for forced redemption if they do not act in time [3]

Group 1 - The company Honghui Fruits and Vegetables announced a reminder for holders of "Honghui Convertible Bonds" to pay attention to the deadline for conversion or selling [2] - Investors who fail to convert or sell in a timely manner may face significant investment losses [2] - The company urges investors to thoroughly understand the relevant rules and be aware of investment risks [2]

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。 重要内容提示： ●宏辉果蔬股份有限公司（以下简称"宏辉果蔬"或"公司"）于2025年8 月27日召开第五届董事会第二十二次会议，审议通过《关于提前赎回"宏辉转债" 的议案》，公司决定行使"宏辉转债"的提前赎回权利，对赎回登记日登记在册 的"宏辉转债"按照债券面值加当期应计利息的价格全部赎回，具体请见公司于 2025年8月28日披露的《关于提前赎回"宏辉转债"的公告》（公告编号：2025-052）。 公司将尽快披露相关公告明确有关赎回程序、价格、时间等具体事宜。 ●投资者所持"宏辉转债"除在规定时限内通过二级市场继续交易或按照 5.85元/股的转股价格进行转股外，仅能选择以100元/张的票面价格加当期应计 利息被强制赎回。若被强制赎回，可能面临较大投资损失。 | 证券代码：603336 | 证券简称：宏辉果蔬 | 公告编号：2025-058 | | --- | --- | --- | | 转债代码：113565 | 转债简称：宏辉转债 | | 宏辉果蔬股份有限公司 关于提前赎 ...

Market Overview - The planting industry sector declined by 0.69% on September 2, with Nopson leading the decline [1] - The Shanghai Composite Index closed at 3858.13, down 0.45%, while the Shenzhen Component Index closed at 12553.84, down 2.14% [1] Individual Stock Performance - Kangnong Agricultural (837403) saw a significant increase of 6.59%, closing at 29.60 with a trading volume of 86,500 shares and a turnover of 251 million yuan [1] - Nopson (002215) experienced a decline of 2.93%, closing at 11.93 with a trading volume of 394,200 shares and a turnover of 471 million yuan [2] - Other notable performers include Shennong Agricultural (681000E) with a 1.20% increase, and Huagu Biological (300970) remaining flat at 9.33 [1][2] Capital Flow Analysis - The planting industry sector experienced a net outflow of 108 million yuan from institutional investors, while retail investors saw a net inflow of 112 million yuan [2] - The capital flow for individual stocks indicates that Shennong Agricultural had a significant net outflow of 68.06 million yuan from institutional investors [3] - In contrast, Huagu Biological had a net inflow of 22.29 million yuan from retail investors, indicating a mixed sentiment among different investor types [3]

Market Overview - On September 1, the planting industry sector rose by 0.28% compared to the previous trading day, with Honghui Fruits and Vegetables leading the gains [1] - The Shanghai Composite Index closed at 3875.53, up 0.46%, while the Shenzhen Component Index closed at 12828.95, up 1.05% [1] Stock Performance - Key stocks in the planting industry and their performance include: - Honghui Fruits and Vegetables (603336) closed at 9.03, up 4.15% with a trading volume of 287,800 shares and a turnover of 257 million yuan [1] - Other notable performers include: - Bowein Technology (600883) at 8.01, up 1.65% [1] - Hainan Rubber (601118) at 5.29, up 1.54% [1] - Huagreen Biological (300970) at 14.23, up 1.07% [1] Capital Flow - The planting industry sector experienced a net outflow of 276 million yuan from institutional investors, while retail investors saw a net inflow of 194 million yuan [2] - The capital flow for specific stocks shows: - Honghui Fruits and Vegetables had a net outflow of 16.70 million yuan from institutional investors [3] - New Agricultural Development (600359) had a net inflow of 5.52 million yuan from institutional investors [3] - Agricultural Development (600313) also saw a net inflow of 5.03 million yuan from institutional investors [3]

Core Viewpoint - The recent financial report of Honghui Fruits and Vegetables (603336) indicates a mixed performance with a revenue increase but a significant decline in net profit, raising concerns about cash flow and debt levels [1][2]. Financial Performance - The total revenue for the first half of 2025 reached 470 million yuan, a year-on-year increase of 7.86% [1]. - The net profit attributable to shareholders was 6.92 million yuan, reflecting a year-on-year decrease of 44.82% [1]. - In Q2 2025, total revenue was 224 million yuan, up 2.08% year-on-year, while net profit dropped by 45.61% to 2.42 million yuan [1]. Profitability Metrics - The gross margin was 9.06%, down 7.74% year-on-year, and the net margin was 1.6%, a decrease of 38.78% [1]. - The company's return on invested capital (ROIC) for the previous year was 2.51%, indicating weak capital returns [1]. Cash Flow and Debt Analysis - The cash flow situation is concerning, with cash and cash equivalents at 78.08 million yuan, representing only 17.27% of current liabilities [2]. - The company has a high accounts receivable ratio, with accounts receivable amounting to 722 million yuan, which is 3945.12% of net profit [1][2]. - The interest-bearing debt increased to 679 million yuan, with a debt-to-asset ratio of 35.07% [2]. Cost Structure - Total selling, administrative, and financial expenses amounted to 33.99 million yuan, accounting for 7.23% of revenue, an increase of 2.38% year-on-year [1]. - The company reported a significant increase in operating cash flow per share to 0.07 yuan, up 101.25% year-on-year, despite a drop in earnings per share to 0.01 yuan, down 50% [1].