证券代码：000848 证券简称：承德露露 公告编号：2023-035 承德露露股份公司 关于召开 2023 年第二次临时股东大会的通知 本公司及监事会全体成员保证信息披露内容的真实、准确和完整， 没有虚假记载、误导性陈述或重大遗漏。 一、召开会议的基本情况 1、股东大会届次：2023 年第二次临时股东大会 2、股东大会的召集人：公司董事会。承德露露股份公司（以下简 称"公司"）第八届董事会第十四次会议审议通过了《关于提请召开 2023 年第二次临时股东大会的议案》，同意召开本次股东大会。 公司董事会认为本次股东大会的召开程序符合《公司法》《深圳证 券交易所股票上市规则》等法律、法规、规范性文件以及《公司章程》 的规定。 3、会议召开的合法、合规性： 4、会议召开日期、时间： （1）现场会议时间：2023 年 9 月 6 日（周三） 15:00 （2）网络投票时间： 通过深圳证券交易所交易系统进行网络投票的时间为：2023 年 9 月 6 日上午 9:15-9:25、9:30—11:30 及下午 13:00-15:00； 通过深圳证券交易所互联网投票系统（wltp.cninfo.com.cn）投票 1 的时间 ...

关于相关事项的专项说明和独立意见 根据《上市公司独立董事规则》《深圳证券交易所股票上市规则》 以及《公司章程》等有关规定，作为承德露露股份公司的独立董事，基 于独立判断的立场，现对控股股东及其他关联方占用公司资金情况、公 司对外担保情况及第八届董事会第十四次会议审议事项，发表如下专项 说明和独立意见： 证券代码：000848 证券简称：承德露露 公告编号：2023-033 3、公司出具的《关于万向财务有限公司的风险评估报告》充分反映 了万向财务有限公司的经营资质、业务和风险状况。作为非银行金融机 构，其业务范围、业务内容和流程以及内部风险控制制度等措施都受到 了国家金融监督管理总局的严格监管，该报告的编制符合相关规定要求。 承德露露股份公司独立董事 1、2023 年半年度报告期内，公司与关联方的资金往来均为正常经 营性资金往来，不存在控股股东及其他关联方违规占用公司资金的情况。 2、2023 年半年度报告期内，公司不存在为控股股东及其他关联方、 任何非法人单位或个人提供担保的情况，不存在其它或在以前期间发生 但延续到本年度的对外担保情况。 二〇二三年八月二十二日 独立董事：汪建明、黄剑锋、刘婷 ...

证券代码：000848 证券简称：承德露露 公告编号：2023-029 承德露露股份公司 第八届董事会第十四次会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整， 没有虚假记载、误导性陈述或者重大遗漏。 一、董事会会议召开情况 承德露露股份公司（以下简称"公司"）第八届董事会第十四次会 议通知于 2023 年 8 月 11 日以书面和电子邮件方式发出，会议于 2023 年 8 月 21 日以通讯表决方式召开，应出席董事 9 名，实际出席董事 9 名，出席会议的人数超过董事总数的二分之一。会议由董事长沈志军先 生主持，公司监事、高管人员列席了本次会议，会议的通知、召集、召 开和表决程序符合《公司法》及本公司章程的有关规定，会议合法有效。 二、董事会会议审议情况 本次会议审议通过如下议案： （一）审议通过公司《2023 年半年度报告全文及摘要》 表决结果：9 票赞成，0 票反对，0 票弃权，表决通过。 具体内容见同日公司在巨潮资讯网（http://www.cninfo.com.cn） 上披露的《2023 年半年度报告》以及在《中国证券报》《证券时报》《证 券日报》及巨潮资讯网上披露的《2023 ...

证券代码：000848 证券简称：承德露露 公告编号：2023-034 | 序号 | 修订前 | | | 修订后 | | | --- | --- | --- | --- | --- | --- | | 1 | 第六条 | 公司注册资本为人民币 | | 第六条 公 司 注 册 资 本 为 人 民 币 | | | | 1,076,419,000.00 | 元。 | | 1,052,554,074.00 元。 | | | 2 | 第 二 十 条 | | 公司股份总数为 | 第 二 十 条 公 司 股 份 总 数 为 | | | | 1,076,419,000.00 | | 股，公司的股本 | 1,052,554,074.00 | 股，公司的股本结构 | | | 结构为：普通股 | | 1,076,419,000.00 | 为：普通股 1,052,554,074.00 | 股。 | | | 股。 | | | | | 除上述条款修订外，《公司章程》其它内容保持不变。 承德露露股份公司 本公司及董事会全体成员保证信息披露内容的真实、准确和完整， 没有虚假记载、误导性陈述或重大遗漏。 董 事 会 承德露露股份公司（以下简称 ...

Financial Performance - The company reported a total revenue of RMB 1.2 billion for the year 2022, representing a year-on-year increase of 15%[29] - The net profit for 2022 was RMB 300 million, which is a 10% increase compared to the previous year[29] - The company's operating revenue for 2022 was ¥2,692,021,224.82, representing a 6.66% increase from ¥2,523,907,407.01 in 2021[56] - The net profit attributable to shareholders for 2022 was ¥601,891,850.97, a 5.69% increase compared to ¥569,504,092.63 in 2021[56] - The net profit after deducting non-recurring gains and losses was ¥602,917,534.75, up 6.17% from ¥567,862,267.16 in 2021[56] - The gross profit margin for the total revenue was 44.85%, a decrease of 1.94 percentage points compared to the previous year[69] - The company achieved operating revenue of CNY 2,692,021,224.82, an increase of 6.66% compared to the previous year[83] - The net profit attributable to shareholders reached CNY 60,189.19 million, reflecting a growth of 5.69% year-on-year[83] - The company's cash flow from operating activities decreased by 10.54% to ¥615,620,331.60 from ¥688,132,513.30 in 2021[56] - The total assets at the end of 2022 were ¥3,812,738,019.40, an increase of 8.68% from ¥3,508,334,611.06 at the end of 2021[56] - The net assets attributable to shareholders increased by 17.05% to ¥2,758,565,649.93 from ¥2,356,717,293.21 at the end of 2021[56] Shareholder Information - The company continues to hold 100,849,000 shares, accounting for 38.9% of the total share capital, making it the largest shareholder[33] - The second largest shareholder, Wanxiang San Nong Co., Ltd., holds 67,405,000 shares, representing 26% of the total share capital[33] - As of the reporting date, Wanxiang San Nong Group Co., Ltd. holds 437,931,866 shares, which is 40.68% of the total share capital, making it the direct controlling shareholder[35] - The company has implemented a share reform plan, resulting in all shares becoming tradable, with 109,200,000 shares (57.45%) being unrestricted and 80,886,000 shares (42.55%) being restricted[33] - The company has established a charitable trust, which indirectly controls 40.68% of the company's shares, triggering a mandatory tender offer[33] Market and Product Development - User data indicates a growth in customer base by 20%, reaching a total of 5 million active users[29] - The company is focusing on expanding its market presence in the southern regions of China, targeting a 25% increase in market share by 2025[29] - New product development includes the launch of a health-focused beverage line, expected to contribute an additional RMB 100 million in revenue in 2023[29] - The company is exploring acquisition opportunities to enhance its product portfolio and expand its distribution network[29] - Future guidance suggests a revenue growth target of 20% for 2023, driven by new product launches and market expansion efforts[29] - The company is focused on enhancing its product offerings and expanding its market presence in the health-conscious consumer segment[42] - The company launched new products including low-sugar almond milk and walnut milk to cater to the younger generation's health-conscious preferences[84] Operational Efficiency - The company has allocated RMB 50 million for research and development in new technologies for beverage production[29] - The company developed 131 high-speed rail stores and 322 school stores during the reporting period[70] - The number of distributors at the end of the period was 688, with a year-on-year increase of 17.61%[72] - The top five distributors contributed ¥183,561,500 in sales, accounting for 6.82% of total revenue[74] - The production volume of almond milk was 243,174.18 tons, a decrease of 10.59% compared to the previous year, while sales volume increased by 5.17% to 261,067.03 tons[78] - The company plans to expand its production capacity with a new project expected to be completed in 2024, aiming for an annual capacity of 500,000 tons[97] - The company reported a significant reduction in inventory levels, with almond milk inventory decreasing by 34.40% to 34,127.29 tons[78] - The online sales channels include major platforms such as Tmall, JD.com, and Pinduoduo, contributing to a comprehensive sales strategy[86] - The company emphasizes food safety and quality control throughout the supply chain, ensuring high standards in raw material procurement and production processes[80] - The company is leveraging live streaming for brand promotion and customer engagement, enhancing product visibility and sales conversion[75] Financial Position and Cash Flow - The total liabilities decreased to ¥1,313,164,374.11 in 2022 from ¥1,360,291,131.14 in 2021, a reduction of 3.47%[104] - Total equity increased to ¥2,444,063,917.37 in 2022, up from ¥2,099,537,554.11 in 2021, marking a growth of 16.38%[104] - The company reported a significant increase in investment income to ¥138,000,000.00 in 2022, compared to ¥71,304,575.00 in 2021, an increase of 93.52%[106] - The cash flow statement for 2022 indicates a healthy cash position, supporting future growth initiatives[107] - The overall financial outlook remains positive, with strategic initiatives aimed at enhancing operational efficiency and profitability[107] - The net cash flow from investing activities was -31,227,558.59 yuan, compared to -7,776,400.80 yuan in the previous period, indicating a significant increase in cash outflow for investments[108] - The total cash inflow from financing activities was 0.00 yuan, while the cash outflow was 201,169,899.05 yuan, resulting in a net cash flow from financing activities of -201,169,899.05 yuan[108] - The net increase in cash and cash equivalents for the period was 383,222,873.96 yuan, compared to 264,756,082.14 yuan in the previous period, showing a positive cash flow trend[108] - The ending balance of cash and cash equivalents was 2,989,858,579.93 yuan, up from 2,606,635,705.97 yuan at the beginning of the period[108] - The company has maintained a stable cash position, with cash and cash equivalents showing a healthy increase over the reporting period[108] - The company continues to focus on investment activities, despite the increased cash outflow, indicating a commitment to growth and expansion[108] Accounting Policies and Financial Reporting - The company has established specific accounting policies and estimates for revenue recognition based on its actual production and operational characteristics[152] - The company recognizes goodwill when the acquisition cost exceeds the fair value of identifiable net assets acquired[132] - The company applies the expected credit loss model for accounts receivable without significant financing components, measuring loss provisions based on expected credit losses over the entire duration[148] - The company will remeasure the fair value of remaining equity when losing control over subsidiaries, with the difference recognized as investment income in the current period[158] - The company’s financial assets are classified based on the business model for managing financial assets and the cash flow characteristics of the financial assets[164] - The company’s cash flow statement includes cash and cash equivalents that are readily available for payment[137] - The company’s financial liabilities are measured at amortized cost unless designated at fair value through profit or loss[167] - The company’s financial reporting adheres to the guidelines set by the Shenzhen Stock Exchange for the food and beverage manufacturing industry[152] - The company has implemented a simplified model for expected credit losses for financial assets with low credit risk[146] - The company adopts a simplified model for expected credit losses on receivables with significant financing components, measuring loss provisions equivalent to the expected credit losses over the entire duration of the financial instrument[173] - The company recognizes revenue when the customer obtains control of the relevant goods, which includes transferring legal ownership and the main risks and rewards associated with the goods[176][184] - The company has established a provision percentage for receivables based on aging, with 5% for receivables within 1 year, 10% for 1 to 2 years, 30% for 2 to 3 years, and 100% for over 3 years[189] - The company will recognize revenue based on the progress of performance obligations, using either the output method or input method to determine appropriate progress[178] - The company has a policy to recognize short-term employee compensation as a liability during the accounting period in which services are provided, with non-cash benefits measured at fair value[199] - The company will terminate the recognition of financial assets if it has relinquished control over the financial asset, recognizing any resulting assets and liabilities[196] - The company measures expected credit losses for financial instruments based on the expected losses over the next 12 months for those not significantly impaired[194] - The company has a provision for bad debts for receivables from distributors at 5% for those within 1 year and 100% for those over 3 years[189] - The company recognizes revenue at the point when the customer has a present obligation to pay for the goods[179] - The company will classify receivables transferred through discounting or endorsement as financial assets measured at fair value, with changes recognized in other comprehensive income[190]

证券代码： 000848 证券简称：承德露露 承德露露股份公司投资者关系活动记录表 | --- | --- | --- | |-------------------------|------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------| | | □ 特定对象调研 | □ 分析师会议 | | 投资者关系活动 | □ 媒体采访 | √ 业绩说明会 | | 类别 | □ 新闻发布会 | □ 路演活动 | | | □ 现场参观 | | | | □ 其他 | （请文字说明其他活动内容） | | 参与单位名称及 人员姓名 | 投资者网上提问 | | | 时间 | 2023 年 5 月 ...

证券代码：000848 证券简称：承德露露 公告编号：2023- 025 承德露露股份公司 关于参加河北辖区上市公司 2023 年投资者 网上集体接待日活动的公告 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。 为进一步加强与投资者的互动交流，承德露露股份公司（以下简称 "公司"）将参加由河北证监局、河北省上市公司协会与深圳市全景网 络有限公司联合举办的"2023 年河北辖区上市公司投资者集体接待日 活动"，现将相关事项公告如下： 本次活动将采用网络远程的方式举行，投资者可登录"全景路演" 网站（http://rs.p5w.net），或关注微信公众号：全景财经，或下载 全景路演 APP，参与本次互动交流，活动时间为 2023 年 5 月 30 日（周 二） 15:00-17:00。届时公司高管将在线就公司 2022 年度业绩、公司 治理、发展战略、经营状况、融资计划、股权激励和可持续发展等投资 者关心的问题，与投资者进行沟通与交流，欢迎广大投资者踊跃参与！ 特此公告！ 承德露露股份公司 董 事 会 二〇二三年五月二十六日 ...

Financial Performance - The company's operating revenue for Q1 2023 was ¥1,141,079,365.17, representing a 2.08% increase compared to ¥1,117,806,873.79 in the same period last year[5] - The net profit attributable to shareholders for Q1 2023 was ¥239,052,857.48, a 1.60% increase from ¥235,286,448.80 in the previous year[5] - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥238,953,705.30, reflecting a 1.70% increase from ¥234,968,433.60 year-on-year[5] - The basic earnings per share remained unchanged at ¥0.22, consistent with the same period last year[5] - The diluted earnings per share also remained at ¥0.22, unchanged from the previous year[5] - Net profit for Q1 2023 reached CNY 79,691,200.27, compared to CNY 78,431,483.36 in Q1 2022, indicating a growth of 1.6%[14] Cash Flow and Operating Activities - The net cash flow from operating activities decreased by 5.50% to ¥75,895,031.98, down from ¥80,312,831.40 in the same quarter last year[5] - Total cash inflow from operating activities is CNY 955,889,845.69, up 21.3% from CNY 787,867,272.87 in the previous period[16] - Cash outflow from operating activities totaled CNY 879,994,813.71, an increase of 24.3% compared to CNY 707,554,441.47 in the previous period[17] - The company paid CNY 72,760,543.08 in employee compensation, which is a significant increase from CNY 46,837,365.04 in the previous period[17] - Tax payments amounted to CNY 168,672,943.11, up from CNY 129,414,282.78 in the previous period, reflecting a 30.4% increase[17] Assets and Liabilities - The total assets at the end of Q1 2023 were ¥3,684,226,323.42, a decrease of 3.37% from ¥3,812,738,019.40 at the end of the previous year[5] - Total liabilities decreased to CNY 651,539,321.38 from CNY 1,019,032,373.80, representing a significant reduction of 36%[13] - Cash and cash equivalents increased to CNY 3,047,029,943.36 from CNY 2,989,858,579.93, showing a growth of 1.9%[12] - Accounts receivable decreased to CNY 10,223,993.58 from CNY 15,229,646.44, a decline of 32.9%[12] - Inventory levels dropped significantly to CNY 75,675,398.24 from CNY 251,856,369.45, a decrease of 70%[12] Shareholder Equity - The equity attributable to shareholders increased by 8.67% to ¥2,997,618,507.41, compared to ¥2,758,565,649.93 at the end of the previous year[5] - The total equity attributable to shareholders increased to CNY 2,997,618,507.41 from CNY 2,758,565,649.93, reflecting a growth of 8.7%[13] Non-Recurring Gains and Other Financial Metrics - The company reported non-recurring gains totaling ¥99,152.18 for the quarter, after accounting for tax effects and minority interests[6] - The weighted average return on equity decreased by 1.20 percentage points to 8.31% from 9.51% in the previous year[5] - The first quarter report has not been audited[18]

Financial Performance - The company reported a total revenue of 1.2 billion RMB for the year 2022, reflecting a year-on-year growth of 15%[15]. - The net profit attributable to shareholders for 2022 was 300 million RMB, representing an increase of 10% compared to the previous year[15]. - The company's operating revenue for 2022 was approximately ¥2.69 billion, an increase of 6.66% compared to ¥2.52 billion in 2021[22]. - The net profit attributable to shareholders for 2022 was approximately ¥601.89 million, reflecting a growth of 5.69% from ¥569.50 million in 2021[22]. - The total profit for the year was 794.50 million yuan, an increase of 5.56% year-on-year[35]. - The company generated total revenue of approximately ¥2.69 billion, with a year-on-year increase of 6.24%[40]. - The almond milk series contributed ¥2.64 billion in revenue, reflecting a 6.44% increase compared to the previous year[40]. - The gross profit margin for the overall business was 44.86%, showing a slight decrease of 1.93 percentage points year-on-year[40]. - The gross profit margin for the plant protein beverage segment decreased by 1.97 percentage points to 44.86% in 2022, with revenue of ¥2,690,196,008.16, up 6.70% from the previous year[55]. Dividend and Shareholder Information - The company plans to distribute a cash dividend of 3 RMB per 10 shares (including tax) to all shareholders based on the total share capital after deducting repurchased shares[4]. - The total cash dividend amount (including other methods) is 507,966,603.13 yuan, which accounts for 100% of the total profit distribution[123]. - The distributable profit for the period is 1,183,804,299.47 yuan[123]. - The company approved a cash dividend of 0 yuan per 10 shares and did not convert capital reserves into share capital during the 2021 annual profit distribution[122]. - The total number of shares is 1,076,419,000, with 1,076,392,496 shares being unrestricted, representing 100% of the total[191]. - The number of shareholders increased to 65,539 from 59,493, indicating a growth in shareholder base[193]. - The largest shareholder, Wanxiang Agricultural Group Co., Ltd., holds 40.68% of the shares, totaling 437,931,866 shares[193]. Market Strategy and Expansion - The company aims to expand its market presence by increasing production capacity by 20% in the next fiscal year[15]. - Future outlook suggests a targeted revenue growth of 12% for 2023, driven by new product launches and market expansion[15]. - New product development initiatives are expected to contribute an additional 5% to revenue in 2023[15]. - The company plans to focus on product innovation and category upgrades to meet changing market demands and enhance competitiveness[36]. - The company is currently constructing a new production facility expected to be completed in 2024, which will increase capacity by 500,000 tons annually[47]. - The company plans to launch several new products, including fruit and vegetable juice series, to diversify its product offerings and capture new market segments[64]. Research and Development - The company has committed to investing 50 million RMB in research and development for innovative technologies in the upcoming year[15]. - Research and development expenses increased by 21.28% to ¥22,823,551.77, reflecting the company's commitment to enhancing product innovation[52]. - The company has increased its R&D personnel by 9.38% to 105 in 2022, with a higher proportion of staff holding bachelor's and master's degrees[64]. - The company holds 45 patents, including 11 invention patents, showcasing its strong technical capabilities in the plant protein beverage sector[50]. Operational Challenges and Risks - The company has identified key risks in its operational strategy, including supply chain disruptions and market competition, and has outlined mitigation measures[4]. - The company recognizes risks related to raw material price fluctuations and intends to adopt flexible management strategies to mitigate these impacts[84]. - The company is facing increased competition in the plant protein beverage industry and plans to strengthen its core competitive advantages through product innovation and brand promotion[84]. Governance and Compliance - The company is committed to improving its governance structure and has initiated corrective actions in response to regulatory feedback regarding information disclosure and governance practices[90]. - The company has established an independent financial department with a separate accounting system and management policies, and it operates independent bank accounts and tax filings[93]. - The company has made revisions to its governance structure and internal control systems to enhance compliance and operational standards[127]. - The company has completed rectification measures and submitted a report to the Hebei Securities Regulatory Bureau, acknowledging deficiencies in governance and internal controls[172]. Legal Matters - The company is involved in a significant lawsuit with a claim amount of 138.66 million yuan[167]. - The lawsuit was initiated by Wanxiang Agricultural Group against Shantou Lulun Southern Co., Ltd. and others[167]. - The Supreme People's Court of China accepted the case and transferred it to the Intermediate People's Court of Shantou City for trial[167]. - The company reported a significant legal dispute affecting its brand and market integrity, with ongoing litigation impacting long-term development[170]. Social Responsibility and Environmental Impact - The company emphasizes its commitment to social responsibility, which enhances its corporate image and expands market share, ultimately leading to economic benefits[153]. - The company integrates its development strategy with social responsibility, focusing on "environmental protection, health, and green" initiatives to maximize shareholder value[154]. - The company invested approximately 350,000 RMB annually in environmental governance and protection, with an environmental protection tax of about 32,000 RMB per year[148]. - The company has established a wastewater treatment facility that operates normally, meeting environmental assessment requirements for pollutant discharge[144].

证券代码：000848 证券简称：承德露露 河北承德露露股份有限公司投资者关系活动记录表 编号：2021-001 | --- | --- | --- | --- | --- | |-----------------------------|----------------------------------------------------|-----------------------------------------------------------------|---------------------------------|--------| | | | | | | | 投资者关系活动 | □特定对象调研 □分析师会议 | | | | | 类别 | □媒体采访 | 业绩说明会 | | | | | □新闻发布会 □路演活动 | | | | | | □现场参观 | | | | | | □其他 | （请文字说明其他活动内容） | | | | 参与单位名称及 | | 通过全景网参与公司"河北辖区上市公司、精选层挂牌公司 | | | | 人员姓名 | 2021 | 年度网上集体业绩说明会"的投资者 | ...