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)

Core Viewpoint - The newly revised "Management Measures for Information Disclosure of Listed Companies" has been officially implemented on July 1, 2023, incorporating recent regulatory practices and enhancing supervision of key matters [1][4]. Summary by Sections Implementation of New Regulations - The revised information disclosure measures were publicly solicited for opinions in December 2024 and officially released on March 28, 2023 [1]. - Key changes include strengthened risk disclosure requirements, increased regulation on outsourcing of information disclosure, and an adjustment of the maximum penalty to 100,000 yuan [1]. Companies Facing Penalties - On the first day of the new regulations, *ST Wan Fang and Ren Ren Le were publicly reprimanded for information disclosure issues [4][5]. - *ST Wan Fang initially forecasted a net profit of 20 million to 25 million yuan for 2024 but later revised it to a loss, leading to a public reprimand for failing to disclose accurate performance forecasts [4]. - Ren Ren Le also faced similar issues, with a significant discrepancy between its profit forecast and the audited results, resulting in a public reprimand [5]. Regulatory Actions and Statistics - In June, 18 companies were subjected to regulatory measures related to information disclosure, including failures in timely and accurate reporting [8]. - Specific companies like Jun Yao Health and Long Yang Technology were noted for not meeting disclosure standards in their performance forecasts [8]. - Two companies, Mei Chen Technology and Song Cheng Performing Arts, were penalized for accounting errors that led to inaccurate disclosures [9][11]. Additional Company Cases - ST Jing Gu received a regulatory letter regarding asset freezing and the need for risk disclosure, aligning with the new regulations' emphasis on risk factors [6][7]. - Companies like Heng Bang and Jing Yi failed to disclose critical information, receiving regulatory letters for their omissions [12]. Conclusion - The new information disclosure regulations aim to enhance transparency and accountability among listed companies, with immediate repercussions observed in the market [1][4][8].

Core Points - The company is established to protect the rights and interests of shareholders and creditors, and to regulate its organization and behavior according to relevant laws [3] - The company was formed by the restructuring of Juneyao Group Dairy Co., Ltd. and is registered in Yichang City with a registered capital of RMB 430 million [4][5] - The company focuses on the health beverage industry, aiming to become a leader in this sector in China while providing satisfactory services to customers and maximizing value for shareholders [13] Company Structure - The company has a registered capital of RMB 430 million and is a permanent corporation [4][5] - The company’s shares are issued in the form of stocks, with each share having a par value of RMB 1 [16] - The company’s total shares amount to 43 million, with major shareholders including Juneyao Group holding 32.5 million shares (65%) [19] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in shareholder meetings, supervise company operations, and transfer their shares [33] - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [39] - The company’s major shareholders and actual controllers must not harm the interests of the company or its public shareholders [40] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the fiscal year [45] - Shareholder meetings can be called by the board of directors or by shareholders holding more than 10% of shares [51] - Decisions made at shareholder meetings require a majority or two-thirds majority vote depending on the type of resolution [78][80] Financial and Operational Governance - The company must seek shareholder approval for significant transactions, including those exceeding 30% of the latest audited total assets [14][17] - The company is required to maintain accurate records of shareholder meetings, including attendance and voting results [29][30] - The company must ensure compliance with legal and regulatory requirements during shareholder meetings and transactions [48][49]

Core Viewpoint - Hubei Junyao Health Beverage Co., Ltd. responded to the Shanghai Stock Exchange's inquiry regarding its 2024 annual report, addressing concerns about trading financial assets, other receivables, and subsidiary equity acquisitions [1] Group 1: Trading Financial Assets - Junyao Health reported a year-end balance of trading financial assets of 155 million yuan, an increase of 84.27% year-on-year, with trust financial products accounting for 134 million yuan [2] - The trust plan "Aijian Win-Win - Shanghai Huade Accounts Receivable Debt Collection Fund Trust Plan" was established on July 28, 2023, with a term of 36 months and a maximum scale of 370 million yuan, raising 305.2 million yuan, with Junyao Health subscribing 130 million yuan at an annualized benchmark interest rate of 7.1% [2] Group 2: Other Receivables - The balance of other receivables at the end of the reporting period was 124 million yuan, with a bad debt provision of 16.16 million yuan [4] - The significant other receivables primarily stemmed from a partnership with Shengjiao Winery, which ended in December 2022, where Junyao Health is owed unconsumed prepayments [4] Group 3: Supply Chain Business - Junyao Health's supply chain business recognized sales revenue of 582 million yuan in 2024, down from 809 million yuan in the previous year [6] - The company engaged in transactions with Yihe (Shanghai) Supply Chain Management Co., Ltd., with procurement and sales amounts showing a downward trend [7] Group 4: Subsidiary Equity Acquisitions - During the reporting period, Junyao Health's subsidiary Meiri Boshi acquired three e-commerce companies, with the first two being established only 20 days prior to the acquisition [8] - The acquisitions aimed to quickly enter the online market and utilize existing e-commerce store qualifications to bypass platform review cycles, with the acquisitions being zero-cost [8]

湖北均瑶大健康饮品股份有限公司 章程 二〇二五年 | 第一章 | 总则 | 2 | | --- | --- | --- | | 第二章 | 经营宗旨和范围 | 3 | | 第三章 | 股份 | 3 | | 第一节 | 股份发行 | 3 | | 第二节 | 股份增减和回购 | 4 | | 第三节 | 股份转让 | 5 | | 第四章 | 股东和股东大会 | 7 | | 第一节 | 股东 | 7 | | 第二节 | 股东大会的一般规定 9 | | | 第三节 | 股东大会的召集 | 13 | | 第四节 | 股东大会的提案与通知 15 | | | 第五节 | 股东大会的召开 | 16 | | 第六节 | 股东大会的表决和决议 20 | | | 第五章 | 董事会 | 25 | | 第一节 | 董事 | 25 | | 第二节 | 董事会 | 29 | | 第三节 | 董事会秘书 | 34 | | 第六章 | 总经理及其他高级管理人员 36 | | | 第七章 | 监事会 | 37 | | 第一节 | 监事 | 38 | | 第二节 | 监事会 | 38 | | 第八章 | 财务会计制度、利润分配和审计 40 | | ...

证券代码：605388 证券简称：均瑶健康 公告编号：2025-041 湖北均瑶大健康饮品股份有限公司 关于修订《公司章程》并办理工商变更登记的公告 具体修改内容如下： 1 | 信息咨询服务）（除许可业务外，可 | | --- | | 自主依法经营法律法规非禁止或限制 | | 的项目） | 除上述条款外，《公司章程》的其他条款内容保持不变。 上述事项尚需提交公司 2025 年第二次临时股东大会审议，并提请股东大会 授权公司董事长及其再授权人士就上述事项办理工商变更登记手续。上述变更最 终以工商登记机关核准的内容为准。修订后的《公司章程》将于同日在上海证券 交易所网站(www.sse.com.cn)予以披露。 特此公告。 湖北均瑶大健康饮品股份有限公司董事会 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。 湖北均瑶大健康饮品股份有限公司（以下简称"公司"）于 2025 年 7 月 2 日召开第五届董事会第十五次会议审议通过了《关于修订<公司章程>并办理工 商变更登记的议案》，尚需提交 2025 年第二次临时股东大会审议。现将具体 ...

证券代码：605388 证券简称：均瑶健康 公告编号：2025-042 重要内容提示： 湖北均瑶大健康饮品股份有限公司 关于召开2025年第二次临时股东大会的通知 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、 召开会议的基本情况 (四)现场会议召开的日期、时间和地点 召开的日期时间：2025 年 7 月 23 日 14 点 00 分 召开地点：上海市浦东新区康桥东路 2 弄 1 号楼大会议室 股东大会召开日期：2025年7月23日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 (一)股东大会类型和届次 2025年第二次临时股东大会 (二)股东大会召集人：董事会 (三)投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结合的 方式 (五)网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 7 月 23 日 至2025 年 7 月 23 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当 ...