浙江华康药业股份有限公司 董事会提名委员会实施细则 二○二五年八月 董事会提名委员会实施细则 浙江华康药业股份有限公司 董事会提名委员会实施细则 第一章 总 则 第一条 为规范公司领导人员的产生,优化董事会组成,完善公司治理结构, 根据《中华人民共和国公司法》《上市公司治理准则》《公司章程》及其他有 关规定,公司特设立董事会提名委员会,并制定本实施细则。 第二条 董事会提名委员会是董事会设立的专门工作机构,负责拟定董事、 高级管理人员的选择标准和程序，对董事、高级管理人员人选及其任职资格进 行遴选、审核。 本细则所称董事是指在本公司支取薪酬的董事长、董事,高级管理人员是指 董事会聘任的总经理、副总经理、财务负责人、董事会秘书。 第二章 提名委员会的人员组成 第七条 提名委员会的主要职责权限： （一）根据公司经营活动情况、资产规模和股权结构对董事会的规模和构 第 1 页 共 4 页 董事会提名委员会实施细则 成向董事会提出建议； （二）研究董事、高级管理人员的选择标准和程序,并向董事会提出建议； 第三条 提名委员会成员由三名董事组成,独立董事占多数。 第四条 提名委员会委员由董事长、1/2 以上独立董事或者全体 ...

浙江华康药业股份有限公司 董事、高级管理人员离职管理制度 二○二五年八月 第 1 页 共 5 页 浙江华康药业股份有限公司 董事、高级管理人员离职管理制度 第一章 总则 第一条 为规范浙江华康药业股份有限公司（以下简称"公司"）董事、高级 管理人员离职程序，保障公司治理结构稳定性和股东合法权益，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》）等法律法规、规范性文件及《浙江华康药业股份有限公司章程》（以下简 称《公司章程》）的有关规定，结合公司实际情况，制定本制度。 第二条 本制度适用于公司董事（含独立董事）、高级管理人员因任期届满、 辞职、被解除职务或其他原因离职的情形。 第三条 公司董事、高级管理人员离职管理应遵循以下原则： （一）合法合规原则：严格遵守国家法律法规、监管规定及《公司章程》的 要求； （二）公开透明原则：及时、准确、完整地披露董事、高级管理人员离职相 关信息； （一）董事任期届满未及时改选，或者董事在任期内辞职导致董事会成员低 于法定最低人数； （二）审计委员会成员辞职导致审计委员会成员低于法定最低人数，或者欠 缺会计专业人士； 第 2 ...

| 证券代码：605077 | 证券简称：华康股份 | 公告编号：2025-075 | | --- | --- | --- | | 债券代码：111018 | 债券简称：华康转债 | | 浙江华康药业股份有限公司 关于公司 2025 年中期利润分配预案的公告 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。 重要内容提示： 利润分配及转增比例：每 10 股派发现金红利 2 元（含税）。 在实施权益分派的股权登记日前公司总股本发生变动的，拟每股分配比 例不变，相应调整分配总额。如后续总股本发生变化，将另行公告具体调整情况。 本次利润分配预案已经公司第六届董事会第三十二次会议和第六届监事 会第二十一次会议审议通过，尚需提交公司 2025 年第二次临时股东大会审议。 一、利润分配及公积金转增股本预案情况 截止 2025 年 6 月 30 日，浙江华康药业股份有限公司（以下简称"公司"或 "华康股份"）期末可供分配的利润（母公司报表口径）为 117,447.35 万元。 经公司第六届董事会第三十二次会议决议，公司 2025 年半年 ...

格隆汇8月21日丨华康股份(605077.SH)公布2025年半年度报告，报告期实现营业收入18.66亿元，同比增 长37.32%；归属于上市公司股东的净利润1.34亿元，同比下降3.38%；归属于上市公司股东的扣除非经 常性损益的净利润1.22亿元，同比下降6.56%；基本每股收益0.45元。公司拟向全体股东每10股派发现 金红利2元（含税）。 ...

Core Viewpoint - Huakang Co., Ltd. (605077.SH), known as the "first stock of xylitol," is facing scrutiny over its significant acquisition of Henan Yuxin Xylitol Co., Ltd. for 1.098 billion yuan, which raises questions about the valuation and financial health of both companies [1][2][6]. Financial Overview - As of the end of Q1 2025, Huakang's interest-bearing debt is approximately 2.8 billion yuan, while its cash and transferable large-denomination certificates total around 1.4 billion yuan [1][9]. - The company's revenue has doubled from 2020 to 2024, with figures of 1.32 billion yuan, 1.594 billion yuan, 2.2 billion yuan, 2.783 billion yuan, and 2.808 billion yuan, but net profit has fluctuated around 300 million yuan [9]. Acquisition Details - The acquisition involves a payment structure of two-thirds in shares and one-third in cash, with a total transaction price of 1.098 billion yuan, reflecting a valuation increase of about 100% [1][6]. - The target company, Yuxin Xylitol, reported a net loss in 2023 but is projected to turn a profit exceeding 100 million yuan in 2024, raising concerns about the sudden change in financial performance [1][7][8]. Market Position and Strategy - Huakang aims to strengthen its position as a leading player in the domestic and international xylitol market through this acquisition, leveraging synergies between the two companies [1][8]. - The company is recognized as a major producer of functional sugars and aims to enhance its production capabilities and market competitiveness through this strategic move [8]. Client and Revenue Concerns - Yuxin Xylitol's major client, Futen Pharmaceutical, is currently facing a debt crisis, which casts doubt on the stability of Yuxin's revenue streams [7]. - The financial performance of Yuxin Xylitol shows a significant revenue increase from 717 million yuan in 2023 to 919 million yuan in 2024, but the legitimacy of this turnaround is questioned [7][8].

Core Viewpoint - Huakang Co., Ltd. plans to acquire 100% equity of Henan Yuxin Sugar Alcohol Co., Ltd. for 1.098 billion yuan, raising concerns due to the significant premium and the target company's financial irregularities [1][2][5]. Financial Overview - As of Q1 2025, Huakang's interest-bearing debt is approximately 2.8 billion yuan, while its cash and transferable large-denomination deposits total around 1.4 billion yuan [1][9]. - From 2020 to 2024, Huakang's revenue doubled from 1.32 billion yuan to 2.808 billion yuan, but net profit fluctuated around 300 million yuan [9]. Acquisition Details - The acquisition involves a payment structure of two-thirds in shares and one-third in cash, with a valuation increase of about 100% compared to the assessed value [1][5]. - The target company, Yuxin Sugar Alcohol, reported a net profit loss in 2023 but is projected to turn a profit exceeding 100 million yuan in 2024, raising questions about the validity of this turnaround [1][7]. Market Positioning - Huakang aims to strengthen its position as a leading player in the domestic and international xylitol market through this acquisition, leveraging synergies between the two companies [1][8]. - Both companies are recognized for their advanced production capabilities and market competitiveness in the functional sugar alcohol sector [8]. Client and Revenue Concerns - Yuxin Sugar Alcohol's major client, Futian Pharmaceutical, is facing a debt crisis, which could impact the target company's financial stability [6][7]. - The revenue for Yuxin Sugar Alcohol was reported at 717 million yuan in 2023 and is expected to rise to 919 million yuan in 2024, with a significant shift in profitability [7].

Core Viewpoint - Huakang Co., Ltd. plans to acquire 100% equity of Henan Yuxin Sugar Alcohol Co., Ltd. for 1.098 billion yuan, with an appraisal value increase of over 102%, significantly impacting the company [1][2] Group 1: Acquisition Details - The acquisition price of 1.098 billion yuan aligns closely with the appraisal value of 1.101 billion yuan, which represents an increase of approximately 556 million yuan from the book value of 545 million yuan [2] - The appraisal report by Kunyuan Asset Appraisal Co., Ltd. considered factors such as customer resources, sales networks, and product development capabilities, but did not disclose the identity of a major client referred to as "Company A" [3][4] Group 2: Client Relationship and Background - "Company A" is identified as a significant customer for Yuxin Sugar Alcohol, purchasing mainly xylitol and related products, and has connections to the third-largest customer, Lezhante, through Li Yubin, who is the vice president of Yuxin Sugar Alcohol [4][5] - Li Yubin has a long history in the sugar alcohol sales industry, previously working for Fudian Pharmaceutical, which is confirmed to be "Company A" [6][7] Group 3: Financial Issues of the Major Client - Fudian Pharmaceutical is facing severe debt issues, with multiple court cases and frozen bank accounts, raising questions about its ability to continue operations and its relationship with Yuxin Sugar Alcohol [7][8] - Despite ongoing production, Fudian Pharmaceutical's financial difficulties have led to a negative impact on its credit rating and operational capabilities [9] Group 4: Valuation Concerns - Questions arise regarding whether the appraisal of 1.1 billion yuan adequately considered the debt risks associated with Fudian Pharmaceutical, especially given its status as a major customer [10][11] - Kunyuan Appraisal stated that while they are aware of the legal issues, they do not disclose every detail in their reports, indicating a potential oversight in risk assessment [11][12] Group 5: Corporate Responses and Secrecy - Huakang Co., Ltd. has refrained from disclosing further information about the acquisition and the identity of "Company A," citing commercial confidentiality [16][17] - The company claims to have complied with disclosure regulations and maintains that the transactions are based on normal business needs [17]

Investment Rating - The report gives an "Accumulate" rating for the sweetener industry, marking it as a first-time rating [5]. Core Insights - The sweetener market in China is poised for significant growth, with a current per capita sugar consumption of approximately 30g/day, exceeding the recommended limit of 25g/day. This indicates a substantial potential for sugar substitutes [1][9]. - The report highlights the dual demand for health and sweetness, leading to the rise of sugar substitutes. Nearly 40% of American consumers are opting for low-calorie or zero-calorie sugars to reduce calorie intake [1][17]. - The report identifies two main investment themes: the ongoing demand for artificial sweeteners like sucralose and the potential for new natural sweeteners like allulose, driven by consumer acceptance and technological advancements [3]. Market Overview - The sweetener market is characterized by a growing trend towards reduced sugar consumption, with a projected sugar consumption of 15.9 million tons in China for the 2025/26 season, reflecting a compound annual growth rate (CAGR) of about 0.5% from 2015/16 to 2025/26 [9]. - The beverage sector represents the largest share of sugar demand, with a market penetration rate for sugar-free beverages at only 7.9% in 2023, suggesting significant room for growth [20][22]. Selection Criteria - The choice of sweeteners is influenced by economic factors, taste, and safety. Artificial sweeteners generally have a higher sweetness-to-price ratio compared to natural sweeteners, which often have lower ratios [2][28]. - Safety concerns are paramount, with natural sweeteners typically having no Acceptable Daily Intake (ADI) limits, while artificial sweeteners are subject to ADI restrictions and some face safety controversies [2][40]. Product Analysis - Sucralose is identified as the largest artificial sweetener in terms of market space, with a global sales volume of approximately 20,000 tons in 2023, reflecting a 7% year-on-year growth [46]. - Erythritol, a low-calorie sugar alcohol, has seen rapid market expansion, particularly following its use in popular beverages, leading to a significant increase in production capacity [63][65]. Future Outlook - The report emphasizes the importance of consumer education and acceptance for the successful adoption of new sweeteners like allulose, which currently faces low consumer awareness [3][42]. - Investment opportunities are highlighted in companies with strong technological capabilities and financial strength, particularly those involved in the production of sucralose and erythritol [3][3].

Group 1 - Huakang Co., Ltd. plans to acquire 100% equity of Henan Yuxin Sugar Alcohol Co., Ltd. for 1.098 billion yuan, with an appraisal premium of 102% compared to its net assets of 3.3 billion yuan [2][4] - The mysterious company, which is a major customer of Yuxin Sugar Alcohol, has contributed several hundred million yuan in revenue, but its identity is concealed due to "commercial secrets" [2][4] - The vice president of Yuxin Sugar Alcohol, Li Yubin, has deep connections with the mysterious company and has previously worked in sugar alcohol sales for over 20 years [2][9] Group 2 - The valuation report by Kunyuan Asset Appraisal Co., Ltd. estimated Yuxin Sugar Alcohol at 1.101 billion yuan, with a significant increase from its book value of 545 million yuan [4] - The report considered factors such as customer resources, sales networks, and product development capabilities in its assessment [4][27] - Despite the high valuation, there are concerns regarding the financial stability of the major customer, which has been facing severe debt issues [14][19] Group 3 - The major customer, Fudian Pharmaceutical, has been involved in multiple legal cases and has had its bank accounts frozen due to unpaid debts [14][15] - Fudian Pharmaceutical's financial troubles have raised questions about its ability to continue purchasing from Yuxin Sugar Alcohol [19][20] - Li Yubin's role as a key figure in both Yuxin Sugar Alcohol and Fudian Pharmaceutical raises concerns about potential conflicts of interest and the legitimacy of the transactions [29][31]

Core Viewpoint - Huakang Co., Ltd. plans to acquire 100% equity of Henan Yuxin Sugar Alcohol Co., Ltd. for 1.098 billion yuan, with a significant valuation increase of 102% compared to its net assets of 3.3 billion yuan, indicating a major impact on the company [2][4]. Group 1: Acquisition Details - The acquisition price of 1.098 billion yuan aligns closely with the valuation of 1.101 billion yuan provided by Kunyuan Asset Appraisal Co., Ltd., which assessed Yuxin Sugar Alcohol's value based on factors such as customer resources and sales networks [4]. - Yuxin Sugar Alcohol's largest customer in 2023 and second-largest in 2024 is a mysterious company that has contributed several hundred million yuan in revenue, although its identity has been concealed by Huakang Co., Ltd. under the guise of "commercial secrets" [2][6]. Group 2: Customer Relationships - The mysterious company, referred to as "Company A," is linked to Li Yubin, the vice president of Yuxin Sugar Alcohol, who has a long history in the sugar alcohol sales industry and is also the actual controller of Yuxin Sugar Alcohol's third-largest customer, Lezhante [2][7][24]. - Company A, identified as Fudian Pharmaceutical, has been a significant customer for Yuxin Sugar Alcohol, purchasing mainly sugar alcohol products to supplement its production capacity [7][10][11]. Group 3: Financial and Legal Issues - Fudian Pharmaceutical is currently facing severe debt issues, with multiple court cases and frozen bank accounts, raising questions about its financial stability and ability to continue purchasing from Yuxin Sugar Alcohol [12][14][18]. - The debt crisis coincides with the timeline of significant purchases from Yuxin Sugar Alcohol, suggesting a potential conflict of interest or financial strain on the customer [2][12]. Group 4: Evaluation Concerns - The valuation report by Kunyuan Appraisal did not explicitly address the debt risks associated with Fudian Pharmaceutical, despite its significant financial troubles [19][20]. - Questions have been raised regarding whether the appraisal adequately considered the financial health of Fudian Pharmaceutical when determining the acquisition price [20][28].