Group 1 - The "5th China Catering Industry Red Bull Award" was held in Chengdu, and Xiwang Food was recognized as one of the "Top 100 Catering Supply Chain Enterprises for 2025" due to its leadership in the edible oil sector and strong brand competitiveness [2] - The award aims to identify and honor high-quality catering enterprises within the catering ecosystem, focusing on companies with strong comprehensive strength in the supply chain, including areas such as ingredients, seasonings, and cold chain logistics [2] - Xiwang Food leverages its advantages in corn deep processing to create a full industry chain from corn raw materials to corn oil products, offering a diverse product matrix including Xiwang corn germ oil, sunflower seed oil, peanut oil, and rapeseed oil [2] Group 2 - On April 2, Xiwang Food released its 2024 annual report, reporting a revenue of 4.972 billion yuan, with positive performance in both the edible oil and sports nutrition sectors [3] - The company achieved a gross margin increase, with a net cash flow of 233 million yuan, and holds a leading position in the corn oil market with a market share exceeding 30% and brand recognition reaching 60% according to AC Nielsen research [3] - In the sports nutrition business, the company is enhancing global brand awareness and establishing differentiated core competitive advantages while focusing on core product categories to maintain high growth [3]

Core Viewpoint - Xiwang Food reported a significant decline in revenue and an increase in net loss for the fiscal year 2024, marking the third consecutive year of losses for the company [1][2]. Group 1: Financial Performance - The company achieved a revenue of 4.972 billion yuan in 2024, a year-on-year decrease of 9.43% [1]. - The net loss attributable to shareholders expanded to 444 million yuan, a staggering increase of 2530% compared to a loss of 16.87 million yuan in the previous year [1]. - Over the past three years, Xiwang Food has accumulated losses exceeding 1 billion yuan [1]. Group 2: Business Segments - The edible oil segment generated revenue of 2.253 billion yuan, down 5.55% year-on-year, continuing a downward trend from 3.155 billion yuan in 2021 to 2.385 billion yuan in 2023 [1]. - The nutrition supplement business, which became a significant revenue source after the acquisition of Aowei Te in 2016, saw a revenue decline of 9.98% to 2.248 billion yuan in 2024, failing to recover from its peak of 2.964 billion yuan in 2018 [2]. Group 3: Impairment and Costs - The company recorded an asset impairment provision of 868 million yuan for 2024, including 715 million yuan for intangible assets and 148 million yuan for goodwill [2]. - This impairment will reduce the net profit attributable to the parent company by 522 million yuan for the fiscal year [2]. Group 4: Market Challenges - Xiwang Food attributed the revenue decline to intensified market competition and changes in the overall market environment, particularly in the edible oil sector [2]. - Despite growing demand for health-oriented and functional products, the company faces fierce competition and the need for continuous product innovation to maintain market share [2]. Group 5: R&D and Strategic Initiatives - The company's R&D expenditure for 2024 was only 37.61 million yuan, halved from 75.42 million yuan in 2023, attributed to changes in technical research methods [3]. - To address challenges, Xiwang Food is leveraging its parent company, Xiwang Group, to establish a complete industrial chain and expand its marketing network through a combination of modern and traditional channels [3]. - The company is also focusing on enhancing brand visibility through celebrity endorsements and social media, as well as targeting international markets like China, India, and Australia for growth [3]. Group 6: Market Position - As of April 2, the stock price of Xiwang Food was 2.76 yuan per share, with a total market capitalization of 2.979 billion yuan [4].

Group 1 - The company plans not to distribute profits for the fiscal year 2024 due to a net loss of approximately 443.57 million yuan attributable to shareholders [1] - The total amount of cash dividends for 2024 is zero, consistent with the previous two years, indicating a lack of profit distribution [1] - The company’s retained earnings at the end of 2024 are negative, with a total of approximately 62.28 million yuan, which does not meet the conditions for profit distribution as per relevant regulations [1][2] Group 2 - The retained earnings will be utilized primarily for daily operations, business development, and working capital needs to ensure the company's production and future growth [2] - The profit distribution plan has been approved by the 14th Supervisory Board's eighth meeting and will be submitted for review at the 2024 annual shareholders' meeting [3] - The board believes that the profit distribution plan aligns with the company's development strategy and does not harm the interests of shareholders, particularly minority shareholders [3][4]

Meeting Overview - The supervisory board of Xiwang Food Co., Ltd. held its eighth meeting of the fourteenth session, ensuring compliance with legal and regulatory requirements for notification and meeting procedures [1]. Resolutions Passed - The supervisory board approved the 2024 Annual Supervisory Board Work Report, which will be submitted for shareholder approval [1]. - The board also approved the full text and summary of the 2024 Annual Report, confirming that the report accurately reflects the company's actual situation without any false statements or omissions [2]. - The 2024 Annual Internal Control Evaluation Report was approved, indicating that the company has established a comprehensive internal control system that meets regulatory requirements [2]. - The 2024 Annual Financial Settlement Report was approved, pending submission to the 2024 Annual Shareholders' Meeting for approval [2]. - The proposal for the 2024 Annual Profit Distribution Plan was approved, emphasizing the balance between shareholder interests and the company's development needs [2]. - The proposal regarding the estimated daily related transactions for 2025 was approved, confirming that the transactions are necessary and conducted on fair terms [3]. - The proposal for the provision of asset impairment for 2024 was approved, ensuring compliance with accounting standards and accurately reflecting the company's asset and financial status [3].

Meeting Information - The company will hold the 2024 Annual General Meeting on April 30, 2025, as approved by the 14th Board of Directors [1] - The meeting will be conducted in compliance with relevant laws and regulations, ensuring legality and compliance [1] - Voting will be available from 09:15 to 15:00 on the meeting day [1] Voting Procedures - The meeting will utilize a combination of on-site and online voting methods, allowing shareholders to choose one voting method [2] - Shareholders must register to attend the meeting, with specific requirements for both corporate and individual shareholders [5] - Detailed instructions for online voting are provided, including the need for identity verification [6] Agenda Items - The agenda includes various proposals such as the 2024 Board of Directors' work report, the 2024 Supervisory Board's work report, and the 2024 financial report [8] - Independent directors will present their reports during the meeting [4] - Certain proposals are related to connected transactions, requiring specific parties to abstain from voting [4]

Core Viewpoint - The internal control evaluation report of Xiwang Food Co., Ltd. indicates that the company has maintained effective internal controls over financial reporting and non-financial reporting as of December 31, 2024, with no significant deficiencies identified [1][2][3]. Group 1: Internal Control Objectives and Responsibilities - The objectives of internal control include ensuring legal compliance in management, asset security, and the accuracy of financial reporting, while enhancing operational efficiency and effectiveness [2]. - The board of directors is responsible for establishing and implementing effective internal controls and ensuring the authenticity of the internal control evaluation report [1][2]. Group 2: Evaluation Conclusions - As of the evaluation report date, the company has no significant deficiencies in financial reporting internal controls, and the board believes that effective internal controls have been maintained in all significant aspects [2][3]. - There have been no substantial changes to internal controls that would affect the evaluation conclusions from the report date to the issuance date [2][3]. Group 3: Evaluation Scope and Methodology - The evaluation scope includes major units, businesses, and high-risk areas, covering 100% of the total assets and total revenue of the consolidated financial statements [2][3]. - The evaluation process focused on ten high-risk areas, including human resources management, financial reporting, procurement, and sales activities [3][5]. Group 4: Internal Control Deficiency Standards - The company has established quantitative and qualitative standards for identifying deficiencies in financial reporting internal controls, with specific thresholds for general, important, and significant deficiencies [10][11]. - For non-financial reporting internal controls, the company has set monetary thresholds for identifying deficiencies, categorized into general, important, and significant deficiencies [11][12]. Group 5: Deficiency Identification and Remediation - During the reporting period, the company identified no significant or important deficiencies in both financial and non-financial reporting internal controls [12]. - There were no other significant matters related to internal controls during the reporting period [12].

Core Points - The company plans to apply for a comprehensive credit limit of up to 2.5 billion yuan from banks and other financial institutions to meet operational needs and future funding requirements [1][2] - The credit limit will be used for various financial services including working capital loans, bank acceptance bills, guarantees, letters of credit, and discounting [1] - The company intends to authorize the chairman to sign all relevant contracts and agreements related to the credit limit, with the company assuming all associated responsibilities [1] Summary by Sections - **Credit Application**: The company will apply for a total credit limit not exceeding 2.5 billion yuan to support its production and operational needs [1] - **Usage of Funds**: The credit limit will cover a range of financial services, ensuring flexibility in meeting the company's financial requirements [1] - **Authorization**: The chairman will be granted full authority to sign all documents related to the credit limit, streamlining decision-making processes [1][2] - **Approval Process**: The credit limit proposal will be submitted for approval at the 2024 annual general meeting [2]

Core Viewpoint - The report evaluates the performance of Zhongxing Caiguanghua Accounting Firm as the auditing agency for Xiwang Food Co., Ltd. for the year 2024, highlighting the firm's qualifications, audit process, and the effectiveness of internal controls [1][3][5]. Group 1: Basic Information about the Accounting Firm - Zhongxing Caiguanghua Accounting Firm was established in January 1999 and became a special partnership in November 2013, with its headquarters located in Beijing [1]. - As of December 31, 2023, the firm has 183 partners and 824 registered accountants, with 359 of them having signed securities service audit reports [1]. - The firm's unaudited business revenue for 2023 was RMB 1,102.64 million, with audit business revenue at RMB 961.56 million and securities business revenue at RMB 411.43 million [1]. Group 2: Appointment Process of the Accounting Firm - The company held its 14th Board of Directors' fifth meeting on April 25, 2024, where the proposal to reappoint Zhongxing Caiguanghua Accounting Firm was approved, and this was subsequently ratified at the 2023 annual shareholders' meeting [2]. Group 3: Audit Performance in 2024 - Zhongxing Caiguanghua Accounting Firm conducted audits on the company's financial reports and internal controls for the year ending December 31, 2024, and verified the use of funds by controlling shareholders and related parties [2][3]. - The firm issued a standard unqualified audit report, confirming that the financial statements fairly reflect the company's financial position and operational results in accordance with accounting standards [2][3]. Group 4: Supervision by the Audit Committee - The Audit Committee conducted a thorough review of the accounting firm's qualifications, business capabilities, and past audit performance, concluding that the firm is qualified to provide the necessary audit services [3][4]. - During the audit process, the committee engaged in discussions with the responsible accountants to understand the audit's progress, scope, and key risks [4]. - The committee ensured that the accounting firm adhered to professional standards and provided timely and accurate audit reports [4][5]. Group 5: Overall Evaluation - The Audit Committee emphasized that Zhongxing Caiguanghua Accounting Firm maintained an objective and fair approach during the audit, demonstrating good professional ethics and completing the audit work on time [5].

Core Points - The independent directors of Xiwang Food Co., Ltd. held their first special meeting of the 14th Board on April 1, 2025, to review various matters and issued their opinions based on independent judgment [1][2][3][4] Group 1: Internal Control and Financial Reports - The 2024 Internal Control Evaluation Report was approved, indicating that the existing internal control system meets national legal requirements and effectively mitigates risks [1] - The proposal for the 2024 profit distribution plan was approved, aligning with the company's operational status and legal requirements, ensuring no harm to shareholders, especially minority shareholders [2] - The proposal for the 2024 asset impairment provision was approved, complying with accounting standards and reflecting the company's financial status accurately [3] Group 2: Related Party Transactions and Risk Assessments - The proposal regarding expected related party transactions for 2025 was approved, confirming that past transactions were necessary for normal operations and did not harm shareholder interests [2][3] - The continuous risk assessment report for Xiwang Group Financial Co., Ltd. was approved, indicating that the financial institution operates under strict regulatory oversight and does not pose risks to minority shareholders [3] - The review of the controlling shareholder and related party fund occupation and external guarantee situation showed no violations or risks, ensuring compliance with regulatory requirements [4]

证券代码：000639 证券简称：西王食品 公告编号：2025-008 公司与关联人西王淀粉有限公司、山东西王生物科技有限公司、西王 国际贸易有限公司、西王集团有限公司邹平动力分公司、西王物流有 限公司、青岛西王物业管理有限公司、西王国际贸易（青岛）有限公 司之间存在采购原材料、采购电力、蒸汽、接受劳务、提供劳务、销 售产品等与日常生产经营相关的关联交易，预计总金额为 100,330 万 元，上年同类交易实际发生总额为 231,804.21 万元。 公司于 2025 年 4 月 1 日召开第十四届董事会第八次会议审议通 过了《公司关于预计 2025 年度日常关联交易的议案》，审议上述议案 时关联董事王辉先生、孙新虎先生已回避表决。 根据《深圳证券交易所股票上市规则》 西王食品股份有限公司 关于预计 2025 年度日常关联交易的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 一、日常关联交易基本情况 （一）日常关联交易概述 、《公司章程》等相关规定， 本议案尚需提交 2024 年度股东大会审议，关联股东西王集团有限公 司、山东永华投资有限公司应回避表决。 ...