证券代码：605388 证券简称：均瑶健康 公告编号：2025-045 湖北均瑶大健康饮品股份有限公司 2025年第二次临时股东大会决议公告 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。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 7 月 23 日 (二)股东大会召开的地点：上海市浦东新区康桥东路 2 弄 1 号楼大会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 724 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 413,404,622 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 70.5681 | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次股东大会由湖北均瑶大健康饮品股份有限公司（以下简称"公司"）董 事会召集，本次会议现场由董事长王均豪先生主持，采用现场与网 ...

國浩律師(上海)事務所 RANDALL LAW FIRM (SHANGHAI) 上海市静安区山西北路 99 号苏河湾中心 MT 25-28 层 邮 25-28/F Suhe Centre 99 North Shanxi Road Jing'an District Shang 申话/Tel: +86 21 52341668 传真/Fax: +86 21 52341 网 til /Website: http://www.grandall.com.cn 国浩律师(上海)事务所 关于湖北均瑶大健康饮品股份有限公司 2025 年第二次临时股东大会的 法律意见书 致:湖北均瑶大健康饮品股份有限公司 昆明 天津 成都 宁波 福州 西安 南京 南宁 济南 香港 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》")和中国证券监督管理委员会《上市 公司股东会规则》(以下简称"《股东会规则》")的规定,国浩律师(上海) 事务所接受湖北均瑶大健康饮品股份有限公司(以下简称"公司")董事会的聘 请,指派律师出席了公司于2025年7月23日(星期三)14点00分时起在上海市浦东 新 ...

Group 1 - The company, Junyao Health, expects a significant decrease in net profit for the first half of 2025, projecting a range of 5.97 million to 8.96 million yuan, down from 34.76 million yuan in the same period last year, representing a decline of 74.23% to 82.82% [1] - The net profit attributable to shareholders, excluding non-recurring gains and losses, is expected to be between 1.36 million and 2.03 million yuan, a decrease from 29.88 million yuan year-on-year, reflecting a drop of 93.19% to 95.46% [1] - The decline in performance is attributed to three main factors: a challenging consumption environment affecting traditional yogurt business, increased sales and marketing expenses due to business restructuring, and higher R&D investments [1] Group 2 - In 2024, Junyao Health reported total revenue of 1.458 billion yuan, a year-on-year decrease of 10.77%, and a net loss attributable to shareholders of 29.12 million yuan, marking a shift from profit to loss [3] - The net cash flow from operating activities was 32.65 million yuan, down 61.95% compared to the previous year [3] - The company specializes in the research, production, and sales of probiotic health foods and room-temperature yogurt drinks, with key products including classic yogurt, active probiotic drinks, and functional yogurt beverages [4]

Fundraising Overview - The company completed the account closure for part of the special account for raised funds from its initial public offering (IPO) [1] - The company issued 70,000,000 shares at a price of RMB 13.43 per share, raising a total of RMB 940,100,000, with a net amount after expenses [1] Fund Management - The company established a fundraising management system to regulate the management and use of raised funds, ensuring investor protection [2] - The company opened multiple special accounts at different banks to manage the funds for various projects, including accounts at Bank of Communications, Shanghai Rural Commercial Bank, and Shanghai Pudong Development Bank [2][3] Account Closure - The company closed the special account at Shanghai Rural Commercial Bank, which was used for specific fundraising projects, and terminated the related three-party supervision agreement [4]

证券代码：605388 证券简称：均瑶健康 公告编号：2025-044 湖北均瑶大健康饮品股份有限公司 关于部分募集资金专户销户完成的公告 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法律责任。 一、募集资金基本情况 公司募集资金管理制度》（以下简称"《管理制度》"），对募集资金的存放、 使用、管理与监督等做出了具体明确的规定。 湖北均瑶大健康饮品股份有限公司（以下简称"公司"）于近日完成了首次 公开发行股票部分募集资金专项账户的销户工作，现将相关情况公告如下： 经中国证券监督管理委员会《关于核准湖北均瑶大健康饮品股份有限公司首 次公开发行股票的批复》（证监许可[2020]1568 号）核准，公司向社会公众投资 者发行人民币普通股（A 股）70,000,000 股，发行价格为每股 13.43 元，募集资 金总额 940,100,000.00 元，扣除各项发行费用后，募集资金净额为人民币 883,560,100.00 元。截至 2020 年 8 月 12 日，公司上述募集资金已全部到位，业 经大华会计师事务所（特殊普通合伙）验证，并由其 ...

Core Insights - The forum titled "2025, What Are Young People Thinking?" was held at the 2025 Beike Finance Annual Conference in Shanghai, featuring a special sharing by Wang Junhao, the Party Secretary and President of Junyao Group, as well as Chairman of Junyao Health [1] Group 1: Insights on Young Consumers - Wang Junhao emphasized that he has never felt disconnected from the younger generation, despite being 53 years old and having been an entrepreneur for 38 years [4] - He highlighted the importance of understanding the consumption patterns of different generations, as he has the opportunity to observe his children from the 90s, 00s, and 10s [4] - According to Wang, young people today prefer "wisdom consumption," which he describes as a way to enhance their lives and make informed choices [4] Group 2: Consumption Trends - Wang provided examples of his children's consumption habits, noting that his daughter from the 90s is focused on calorie counting, while his son from the 00s believes in choosing the right products rather than the expensive ones [4] - His youngest daughter, who is 14, is proactively managing her time and activities to prepare for university, indicating a trend of young consumers taking control of their life choices through consumption [4] - Wang concluded that the ultimate goal of consumption for young people is to improve their quality of life, which he refers to as "wisdom consumption" [4]

会议资料 湖北均瑶大健康饮品股份有限公司 二〇二五年第二次临时股东大会会议资料 湖北均瑶大健康饮品股份有限公司 二〇二五年第二次临时股东大会 | 议案一：关于修订《公司章程》并办理工商变更登记的议案 7 | | --- | 湖北均瑶大健康饮品股份有限公司 二〇二五年第二次临时股东大会会议资料 会议须知 为了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，保证大会的顺利进行，根据中国证监会发布的《上市公司 股东会规则》、《湖北均瑶大健康饮品股份有限公司章程》（以下 简称"《公司章程》"）和《股东大会议事规则》的规定，特制定 本须知，请出席股东大会的全体人员遵照执行： 一、本公司根据《中华人民共和国公司法》、《中华人民共和 国证券法》、《上市公司股东会规则》、《公司章程》及《股东大 会议事规则》的规定，认真做好召开股东大会的各项工作。 二、本公司设立股东大会会务组，具体负责大会有关程序方面 的事宜。 三、本次股东大会以现场会议形式召开。 四、为保证本次大会的严肃性和正常秩序，切实维护股东的合 法权益，务必请出席现场大会的股东（包含股东代表，下同）携带 相关证件，提前到达会场签到。未能提供有效证件办理签 ...

Core Viewpoint - The company, Hubei Junyao Health Beverage Co., Ltd., is experiencing significant declines in its financial performance for the first half of 2025, with net profit expected to drop by 74.23% to 82.82% compared to the same period last year, primarily due to a challenging consumption environment and increased costs associated with business restructuring and R&D efforts [1][3][14]. Financial Performance Summary - The projected net profit for the first half of 2025 is estimated to be between 5.97 million and 8.96 million yuan, a decrease of 2.58 million to 2.88 million yuan from the previous year [1]. - The company's net profit after deducting non-recurring items is expected to fall by 93.19% to 95.46%, with a reduction of 2.78 million to 2.85 million yuan [1]. - In 2024, the company reported a total revenue of 1.458 billion yuan, a year-on-year decrease of 10.77%, and a net profit of -29.12 million yuan, marking its first annual loss since its listing in 2020 [8][9]. Reasons for Performance Decline - The decline in traditional room-temperature yogurt business due to a sluggish consumption environment and shrinking market share has directly impacted profits [3]. - Expansion into e-commerce and new retail channels has led to increased upfront sales and marketing expenses, further squeezing profit margins [3]. - Increased R&D investments have expanded the functional strain resource library from over 6,000 to over 40,000 strains, which, while beneficial for long-term growth, has raised short-term costs [3]. Regulatory Issues - The company faced regulatory scrutiny for failing to timely disclose its expected losses for 2024, resulting in warnings from the Hubei Securities Regulatory Bureau and disciplinary actions from the Shanghai Stock Exchange [5][7]. - Key executives were held responsible for the disclosure violations, emphasizing the need for improved compliance with information disclosure obligations [7]. Business Challenges - The core probiotic beverage segment saw a revenue decline of 2.71% in 2024, with inventory levels significantly increasing, indicating supply-demand imbalances [11]. - The company’s attempts to diversify into the bottled water market and supply chain management have not yielded expected results, with significant challenges in both areas [12][11]. Positive Developments - Despite overall challenges, the company reported a 139.19% increase in revenue from probiotic foods in the first quarter of 2025, driven by strong online sales growth [13]. - The international business segment also showed promising growth, with a 24.54% increase in revenue in 2024 and a further 77.43% increase in the first quarter of 2025 [13]. Conclusion - The company is undergoing a critical transformation phase, facing multiple challenges including declining traditional business performance, regulatory issues, and increased costs from strategic investments. However, there are signs of potential recovery in online and international markets, indicating a complex but evolving business landscape [14].

Group 1 - The company forecasts a net profit attributable to shareholders of between 5.97 million and 8.96 million yuan for the year, representing a decrease of 25.80 million to 28.79 million yuan compared to the previous year [1][2] - The total profit for the previous year was 46.70 million yuan, with a net profit attributable to shareholders of 34.76 million yuan, and a net profit after deducting non-recurring gains and losses of 29.89 million yuan [1][2] Group 2 - The decline in performance is primarily due to a decrease in revenue from the traditional ambient yogurt business, impacted by a challenging consumer environment and reduced market share in the dairy beverage sector [2] - Sales and marketing expenses have significantly increased compared to the previous year, driven by the optimization of business revenue structure and expansion in e-commerce and new retail channels, which compressed profit margins [2] - The company has increased its investment in research and development, expanding its functional strain resource bank from over 6,000 strains to over 40,000 strains, and successfully developed low-temperature probiotic beverages [2]

[Performance Forecast Overview](index=1&type=section&id=Performance%20Forecast%20Overview) [Core Performance Indicators (H1 2025)](index=1&type=section&id=I.%20Current%20Period%20Performance%20Forecast) The company forecasts a significant decline in its H1 2025 performance, with net profit attributable to shareholders expected to decrease by 74.23% to 82.82% and non-recurring net profit by 93.19% to 95.46% H1 2025 Performance Forecast Key Data | Indicator | Estimated Amount (million CNY) | Year-over-Year Change | | :--- | :--- | :--- | | **Net Profit Attributable to Shareholders** | 5.97 - 8.96 | ↓ 74.23% - 82.82% | | **Net Profit Attributable to Shareholders (Excluding Non-recurring Items)** | 1.36 - 2.03 | ↓ 93.19% - 95.46% | - The performance forecast data is unaudited by a certified public accountant[7](index=7&type=chunk) [Prior Period Performance Review (H1 2024)](index=2&type=section&id=II.%20Prior%20Period%20Operating%20Performance%20and%20Financial%20Position) In H1 2024, the company reported a net profit attributable to shareholders of **34.76 million CNY** and a non-recurring net profit of **29.89 million CNY** H1 2024 Key Financial Data | Indicator | Amount (million CNY) | | :--- | :--- | | Total Profit | 46.70 | | Net Profit Attributable to Shareholders | 34.76 | | Net Profit Attributable to Shareholders (Excluding Non-recurring Items) | 29.89 | - Basic earnings per share for the prior period was **0.06 CNY**[8](index=8&type=chunk) [Analysis of Performance Changes](index=2&type=section&id=III.%20Primary%20Reasons%20for%20Current%20Period%20Performance%20Decline) The company attributes the significant decline in current period performance to three main factors: decreased revenue from traditional core ambient lactic acid bacteria beverages, substantial increases in sales and marketing expenses for new product promotion, and increased R&D investment to support long-term development [Decline in Traditional Business](index=2&type=section&id=3.1%20Decline%20in%20Traditional%20Business) The company's traditional ambient lactic acid bacteria beverage business experienced reduced revenue compared to the prior year, primarily due to sustained pressure on the consumption environment, leading to decreased market share for dairy-containing beverages and weak downstream customer demand - Due to a challenging consumption environment and weak downstream customer demand, the company's traditional ambient lactic acid bacteria beverage business experienced a year-over-year decline in both revenue and profit[9](index=9&type=chunk) [Increase in Sales and Marketing Expenses](index=2&type=section&id=3.2%20Expense%20Growth) During the reporting period, the company's sales and marketing expenses significantly increased year-over-year, primarily due to upfront investments in e-commerce and new retail channel expansion for new product development, despite rapid growth in new business segments - To develop new product lines, the company expanded into e-commerce and new retail channels, leading to a substantial increase in upfront sales and marketing expenses that compressed current period profits[9](index=9&type=chunk) [Increased R&D Investment](index=2&type=section&id=3.3%20Increased%20R%26D%20Investment) The company increased R&D investment during the reporting period to support future business development, including expanding its subsidiary Junyao Runying's functional strain resource library from over **6,000** to over **40,000** strains and successfully developing low-temperature probiotic beverages - The company increased R&D investment, expanding its subsidiary Junyao Runying's functional strain resource library from over **6,000** strains at the end of last year to over **40,000** strains[9](index=9&type=chunk) - The company successfully developed low-temperature probiotic beverages, achieving a business breakthrough, and will continue to invest in R&D to build a probiotic product matrix[9](index=9&type=chunk) [Risk Warning and Other Matters](index=2&type=section&id=IV.%20Risk%20Warning) [Risk Warning and Other Explanations](index=2&type=section&id=4.1%20Risk%20Warning%20and%20Other%20Explanations) The company explicitly states that this performance forecast is a preliminary unaudited result, subject to uncertainty, and advises investors to note investment risks as final accurate financial data will be based on the officially disclosed H1 2025 report - The company emphasizes that this performance forecast is unaudited by a certified public accountant and contains no significant uncertainties affecting its accuracy[11](index=11&type=chunk) - Final accurate financial data will be based on the company's officially disclosed H1 2025 report, advising investors to be aware of investment risks[12](index=12&type=chunk)