皇氏集团股份有限公司 2015 年第三季度报告正文 证券代码：002329 证券简称：皇氏集团 公告编号：2015-133 皇氏集团股份有限公司 2015 年第三季度报告正文 第一节 重要提示 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真实、准确、完整，不存在虚 假记载、误导性陈述或者重大遗漏，并承担个别和连带的法律责任。 所有董事均已出席了审议本次季报的董事会会议。 公司负责人黄嘉棣、主管会计工作负责人蒋雪娇及会计机构负责人(会计主管人员)孙红霞声明：保证 季度报告中财务报表的真实、准确、完整。 1 皇氏集团股份有限公司 2015 年第三季度报告正文 第二节 主要财务数据及股东变化 一、主要会计数据和财务指标 公司是否因会计政策变更及会计差错更正等追溯调整或重述以前年度会计数据 □是 √ 否 | | 本报告期末 | 上年度末 | | 本报告期末比上年度末增减 | | --- | --- | --- | --- | --- | | 总资产（元） | 3,876,540,536.26 | 2,278,382,846.29 | | 70.14% | | 归属于上市公司股东的净资产（元） | 2 ...

皇氏集团股份有限公司 2015 年半年度报告全文 皇氏集团股份有限公司 2015 年半年度报告 2015 年 08 月 1 皇氏集团股份有限公司 2015 年半年度报告全文 第一节 重要提示、目录和释义 公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的 真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和 连带的法律责任。 所有董事均已出席了审议本报告的董事会会议。 公司经本次董事会审议通过的利润分配预案为：以截至股权登记日公司总 股本 291,374,995 股为基数，向全体股东每 10 股派发现金红利 0.00 元（含税）， 送红股 0 股（含税），以资本公积金向全体股东每 10 股转增 18 股。 公司负责人黄嘉棣、主管会计工作负责人蒋雪娇及会计机构负责人(会计主 管人员)孙红霞声明：保证本半年度报告中财务报告的真实、准确、完整。 本半年度报告中涉及未来计划等前瞻性陈述，不构成公司对投资者的实质 承诺，请投资者注意投资风险。 2 | 目录 | | --- | | 2015 | 半年度报告 1 | | --- | --- | | 第一节 | 重要提示、目录和释义 2 | | ...

皇氏集团股份有限公司 2015 年半年度报告全文 皇氏集团股份有限公司 2015 年半年度报告 2015 年 08 月 1 皇氏集团股份有限公司 2015 年半年度报告全文 第一节 重要提示、目录和释义 公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的 真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和 连带的法律责任。 所有董事均已出席了审议本报告的董事会会议。 公司经本次董事会审议通过的利润分配预案为：以截至股权登记日公司总 股本 291,374,995 股为基数，向全体股东每 10 股派发现金红利 0.00 元（含税）， 送红股 0 股（含税），以资本公积金向全体股东每 10 股转增 18 股。 公司负责人黄嘉棣、主管会计工作负责人蒋雪娇及会计机构负责人(会计主 管人员)孙红霞声明：保证本半年度报告中财务报告的真实、准确、完整。 本半年度报告中涉及未来计划等前瞻性陈述，不构成公司对投资者的实质 承诺，请投资者注意投资风险。 2 | 目录 | | --- | | 2015 | 半年度报告 1 | | --- | --- | | 第一节 | 重要提示、目录和释义 2 | | ...

皇氏集团股份有限公司 2015 年第一季度报告正文 第一节 重要提示 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真 实、准确、完整，不存在虚假记载、误导性陈述或者重大遗漏，并承担个别和 连带的法律责任。 所有董事均已出席了审议本次季报的董事会会议。 公司负责人黄嘉棣、主管会计工作负责人蒋雪娇及会计机构负责人(会计主 管人员)孙红霞声明：保证季度报告中财务报表的真实、准确、完整。 1 皇氏集团股份有限公司 2015 年第一季度报告正文 证券代码：002329 证券简称：皇氏集团 公告编号：2015-048 皇氏集团股份有限公司 2015 年第一季度报告正文 第二节 主要财务数据及股东变化 一、主要会计数据和财务指标 公司是否因会计政策变更及会计差错更正等追溯调整或重述以前年度会计数据 □是 √ 否 | | 本报告期 | 上年同期 | 本报告期比上年同期增减 | | --- | --- | --- | --- | | 营业收入（元） | 284,604,316.41 | 250,691,050.27 | 13.53% | | 归属于上市公司股东的净利润（元） | 11,793,852.94 | ...

皇氏集团股份有限公司 2014 年年度报告全文 皇氏集团股份有限公司 Royal Group Co.,Ltd. 2014 年年度报告 2015 年 03 月 1 皇氏集团股份有限公司 2014 年年度报告全文 第一节 重要提示、目录和释义 本公司董事会、监事会及董事、监事、高级管理人员保证年度报告内容的 真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和 连带的法律责任。 所有董事均已出席了审议本报告的董事会会议。 公司经本次董事会审议通过的利润分配预案为：以 2014 年 12 月 31 日的公 司总股本 266,433,085 股为基数，向全体股东每 10 股派发现金红利 0.50 元（含 税），送红股 0 股（含税），不以公积金转增股本。 公司负责人黄嘉棣、主管会计工作负责人蒋雪娇及会计机构负责人(会计主 管人员)孙红霞声明：保证年度报告中财务报告的真实、准确、完整。 本年度报告涉及未来计划等前瞻性陈述，并不代表公司对未来年度的盈利 预测及对投资者的实质承诺，能否实现取决于市场状况变化等多种因素，存在 很大的不确定性，请投资者注意投资风险。 2 | 目录 | | --- | | 201 ...

Financial Performance - Total assets increased by 12.21% to CNY 1,420,422,765.96 compared to the end of the previous year[6] - Net profit attributable to shareholders rose by 43.94% to CNY 7,901,110.09 for the reporting period[6] - Operating revenue for the period was CNY 291,597,670.82, reflecting a growth of 10.28% year-on-year[6] - The weighted average return on equity increased by 0.27 percentage points to 0.969%[6] - Investment income increased by 754.24% year-on-year, mainly due to an increase in investment dividend payments during the reporting period[16] - The net profit attributable to shareholders for 2014 is expected to range from CNY 50.91 million to CNY 61.82 million, representing a year-on-year increase of 40% to 70% compared to CNY 36.36 million in 2013[30] Cash Flow - Cash flow from operating activities decreased by 36.79% to CNY 60,237,391.15 year-to-date[6] - Net cash flow from operating activities decreased by 36.79% year-on-year, primarily due to increased cash payments for goods and services and adjustments in credit policies from the previous year[17] - Net cash flow from investing activities decreased by 122.30% year-on-year, mainly due to increased payments for equity investments during the reporting period[17] - Net cash flow from financing activities increased by 159.45% year-on-year, primarily due to an increase in short-term loans to supplement working capital for business expansion[17] Assets and Liabilities - Accounts receivable increased by 35.92% compared to the beginning of the period due to expanded sales scale[14] - Short-term borrowings grew by 57.75% to support increased operational scale[14] - Prepayments for raw materials increased by 34.65% compared to the beginning of the period[14] - Other non-current liabilities increased by 40.70% compared to the beginning of the period, primarily due to an increase in government subsidies related to assets received during the reporting period[15] - Financial expenses increased by 40.14% year-on-year, mainly due to an increase in short-term loan scale and interest expenses incurred during the reporting period[16] - Asset impairment losses increased by 1,812.23% year-on-year, primarily due to an increase in bad debt provisions during the reporting period[16] Major Asset Restructuring - The company is actively promoting a major asset restructuring, with the acquisition of 100% equity of Yujia Film and Television Group approved by the board and shareholders[18][19] - The company has engaged Beijing Zhongqi Hua Asset Appraisal Co., Ltd. to evaluate the assets involved in the major asset restructuring, with the evaluation benchmark date set for March 31, 2014[19] - The major asset restructuring has received conditional approval from the China Securities Regulatory Commission, with further steps pending[21] - The profit commitment period for the transaction between Li Jianguo and Yujia Film and Television is set for 2014 to 2017, with net profit commitments of no less than CNY 65 million, CNY 87.75 million, CNY 118.46 million, and CNY 159.92 million for each respective year[24] - If the actual net profit falls below the committed amount, Li Jianguo agrees to compensate the difference in cash within 10 days[25] - Li Jianguo's shares acquired through asset subscription will be locked for 36 months from the completion of the non-public issuance[26] - The company will avoid related party transactions and will not seek preferential treatment in business cooperation due to shareholder status[26] - Li Jianguo will compensate the company for any losses incurred due to non-fulfillment of commitments[25] - The company has established a performance compensation arrangement to ensure compliance with profit commitments[24] - The maximum number of shares to be repurchased for compensation is limited to those issued in the non-public offering[24] - Li Jianguo's commitment letter regarding avoiding competition will remain effective and cannot be revoked during his tenure as a shareholder[25] - The company will adhere to legal procedures for any necessary related party transactions, ensuring fairness and transparency[26] - Li Jianguo will bear all responsibilities for any losses caused to the company due to violations of commitments[25] Strategic Focus - The company aims to strengthen its core markets in Guangxi and Yunnan, enhancing channel management and distributor oversight to achieve stable sales growth[30] - Internal efficiency improvements are being pursued through process and technology innovations, as well as budget management initiatives[30] - The company plans to optimize its product structure and focus on developing high-value-added new products to enhance profitability[30] - The major asset restructuring involving Yujia Film Group is expected to be included in the company's consolidated financial statements by December, contributing additional revenue[30] - The company has committed to maintaining the independence of its operations, financials, and governance structures to protect shareholder interests[28] Compliance and Governance - There are no securities investments or holdings in other listed companies during the reporting period[31] - The company has not reported any unfulfilled commitments or reasons for non-compliance during the reporting period[29] - The company is focused on reducing related party transactions to ensure fair dealings and transparency[28] - The new or revised accounting standards have no impact on the company's consolidated financial statements[32]

Financial Performance - The company's operating revenue for the first half of 2014 was CNY 502,405,993.97, representing a 4.23% increase compared to CNY 482,002,183.11 in the same period last year[21]. - The net profit attributable to shareholders of the listed company was CNY 25,060,070.03, an increase of 18.56% from CNY 21,136,607.43 year-on-year[21]. - The net profit after deducting non-recurring gains and losses was CNY 21,594,093.21, up 16.09% from CNY 18,601,241.41 in the previous year[21]. - The total operating revenue for the period reached CNY 502,405,993.97, an increase of 4.9% compared to CNY 482,002,183.11 in the previous period[120]. - Operating profit amounted to CNY 28,751,263.09, reflecting a growth of 15.4% from CNY 24,955,575.52 in the prior period[121]. - Net profit for the period was CNY 29,245,404.88, up 23.8% from CNY 23,629,284.03 year-over-year[121]. - The company reported a total comprehensive income of CNY 31,903,467.53, compared to CNY 23,629,284.03 in the previous period, reflecting a growth of 35.0%[121]. - The net profit for the current period was CNY 39,502,464, representing a decrease of 25.08% compared to the previous year[137]. - The total comprehensive income for the current period was CNY 39,763,985, reflecting a decrease of 25.48% year-over-year[138]. Cash Flow and Investments - The net cash flow from operating activities decreased significantly by 94.80%, amounting to CNY 4,311,769.59 compared to CNY 82,986,996.68 in the same period last year[21]. - The company's cash flow from financing activities increased by 238.73%, reaching CNY 147.35 million, primarily due to increased short-term borrowings[35]. - The net cash flow from operating activities for the current period is CNY 6,143,813.77, a decrease of 91.43% compared to CNY 71,799,825.03 in the previous period[131]. - Total cash inflow from financing activities is CNY 186,000,000.00, significantly up from CNY 55,000,000.00 in the previous period, indicating a strong increase in borrowing[132]. - The net cash flow from investing activities is -CNY 101,949,122.77, worsening from -CNY 33,732,908.73 in the previous period, reflecting increased investment outflows[131]. - The company has invested CNY 21.41 million in external equity investments during the reporting period, compared to CNY 0 in the previous year[42]. Assets and Liabilities - The total assets at the end of the reporting period were CNY 1,450,182,772.40, a 14.56% increase from CNY 1,265,913,432.95 at the end of the previous year[21]. - The total liabilities increased to CNY 525,454,124.19 from CNY 359,080,967.26, which is an increase of about 46.3%[115]. - The company's equity rose to CNY 924,728,648.21 from CNY 906,832,465.69, showing a slight increase of approximately 2.0%[115]. - The total assets of Guangxi Huangshi Jiatianxia Dairy Co., Ltd. increased to CNY 1,450,182,772.40 at the end of the reporting period, up from CNY 1,265,913,432.95 at the beginning, representing a growth of approximately 14.6%[113]. - Current assets rose to CNY 612,029,581.09, compared to CNY 528,686,793.47 at the start of the period, marking an increase of about 15.8%[113]. - The total equity attributable to the parent company at the end of the previous year was CNY 906,132,840[136]. Shareholder Information - The company will not distribute cash dividends or issue bonus shares for this period[7]. - The company distributed a cash dividend of CNY 0.5 per 10 shares, totaling CNY 10.7 million, based on a total share capital of 214 million shares, with the record date on July 17, 2014[56]. - The total number of common shareholders at the end of the reporting period is 13,499[99]. - Huang Jiadi holds 42.50% of shares, totaling 90,960,000 shares, with 32,900,000 shares pledged[99]. - Ren Dongmei holds 11.93% of shares, totaling 25,520,249 shares, all of which are unrestricted[99]. - The top ten unrestricted shareholders include Huang Jiadi, Ren Dongmei, and Zhang Muzhong, with significant holdings[100]. Strategic Initiatives - The company plans to continue launching new products, including a series of ambient yogurt to meet diverse consumer needs[30]. - The company is focusing on both internal growth and external expansion strategies, including optimizing product structure and developing the cultural industry[30]. - The company is actively expanding into the cultural industry to mitigate market volatility risks associated with a single business focus[41]. - The company is planning a major asset restructuring to acquire Yu Jia Film and Media, with relevant materials submitted to the China Securities Regulatory Commission[32]. - The company is in the process of acquiring 100% equity of Yujia Film and Television for CNY 68.25 million, aiming to enter the cultural industry[67]. Compliance and Governance - The financial report was approved by the company's board of directors on August 26, 2014[148]. - The company adheres to the accounting standards set forth by the Ministry of Finance and the China Securities Regulatory Commission[150]. - The company emphasizes compliance with relevant laws and regulations in all its transactions and commitments to protect shareholder interests[87]. - The company has made commitments to avoid conflicts of interest and ensure fair dealings with related parties[85]. Operational Challenges - The company's sales strategy adjustment was prompted by a significant decline in student milk sales due to local government policy changes[33]. - The company’s gross profit margin for dairy products was 32.75%, a decrease of 0.80 percentage points year-on-year[39]. - The company’s R&D expenditure decreased by 9.39% to CNY 5.39 million[35]. Related Party Transactions - The company will ensure that any related transactions are conducted fairly and in accordance with legal procedures, avoiding any preferential treatment over third parties[87]. - The company has established a commitment to minimize related party transactions and will not leverage its position to gain preferential rights in business cooperation[87].

Financial Performance - Revenue for Q1 2014 was CNY 250,691,050.27, an increase of 8.34% compared to CNY 231,387,952.94 in the same period last year[6]. - Net profit attributable to shareholders was CNY 10,674,047.44, up 5.89% from CNY 10,080,094.86 year-on-year[6]. - Basic earnings per share increased to CNY 0.05, a rise of 6.38% from CNY 0.047 in the previous year[6]. - The net profit attributable to shareholders for the first half of 2014 is expected to range from 24.31 million to 30.65 million RMB, representing a growth of 15% to 45% compared to the same period in 2013[24]. - The net profit for the first half of 2013 was 21.14 million RMB, indicating a significant increase in profitability for 2014[24]. Assets and Liabilities - Total assets at the end of the reporting period were CNY 1,336,118,718.45, reflecting a growth of 5.55% from CNY 1,265,913,432.95 at the end of the previous year[6]. - Cash flow from operating activities showed a net outflow of CNY 22,700,723.67, a significant decrease of 170.25% compared to a net inflow of CNY 32,314,654.13 in the same period last year[6][16]. - Short-term borrowings increased by 33.96% compared to the beginning of the period, indicating a need for additional working capital to support business expansion[14]. - Tax payable increased by 75.90% compared to the beginning of the period, primarily due to an increase in value-added tax payable[14]. - Non-operating expenses decreased by 79.71% year-on-year, mainly due to a reduction in losses from biological assets[15]. Shareholder Information - The total number of shareholders at the end of the reporting period was 11,837[9]. - The company’s major shareholder, Huang Jiadi, holds 42.5% of the shares, with 68,220,000 shares pledged[9]. Restructuring Activities - The company announced a major asset restructuring plan on March 12, 2014, and its stock was suspended from trading starting March 7, 2014[18]. - The board approved a proposal for issuing shares and cash to purchase assets and raise supporting funds on April 18, 2014[18]. - The company’s stock resumed trading on April 22, 2014, after the completion of certain restructuring processes[18]. - The company has been actively promoting the restructuring work, with multiple progress announcements made between March 21 and April 19, 2014[21]. - The second largest shareholder's share transfer was completed on January 17, 2014, following a change in ownership[20]. - The restructuring process includes ongoing audits and evaluations of the targeted assets[18]. - The company plans to disclose relevant documents and proposals related to the restructuring once the necessary work is completed[18]. - The company is expected to fulfill all legal and regulatory approval processes related to the restructuring[18]. Strategic Focus - The company committed to avoiding competition with its controlling shareholder's other businesses to protect shareholder interests[22]. - The company has prioritized the right to produce and purchase new technologies and products developed by its major shareholders[22]. - The company plans to strengthen its investment in the core markets of Guangxi and Yunnan while expanding marketing channels and controlling costs to ensure revenue growth[24].

Financial Performance - The company's operating revenue for 2013 was CNY 990,720,971.73, representing a 31.35% increase compared to CNY 754,269,419.23 in 2012[25]. - The net profit attributable to shareholders for 2013 was CNY 36,363,925.08, an increase of 11.39% from CNY 32,644,674.95 in 2012[25]. - The net profit after deducting non-recurring gains and losses was CNY 27,944,874.81, which is a 52.56% increase from CNY 18,317,322.99 in 2012[25]. - The net cash flow from operating activities reached CNY 118,449,657.56, marking a significant increase of 164.01% compared to CNY 44,866,288.66 in 2012[25]. - The basic earnings per share for 2013 was CNY 0.1699, up 11.41% from CNY 0.1525 in 2012[25]. - The total assets at the end of 2013 were CNY 1,265,913,432.95, a decrease of 2.35% from CNY 1,296,387,093.23 at the end of 2012[25]. - The net assets attributable to shareholders at the end of 2013 were CNY 794,220,464.89, down 0.77% from CNY 800,395,018.76 at the end of 2012[25]. - The weighted average return on equity for 2013 was 4.56%, an increase of 0.45 percentage points from 4.11% in 2012[25]. Revenue and Sales - In 2013, the company achieved operating revenue of CNY 990.72 million, a 31.35% increase from CNY 754.27 million in 2012, with main business revenue growing by 14.81% to CNY 834.54 million[37]. - The total sales volume of dairy products reached 106,448.52 tons, a 9.49% increase from 97,217.96 tons in 2012[40]. - The main business cost was CNY 557.92 million, accounting for 79.85% of total operating costs, reflecting a 17.55% increase from the previous year[43]. Product Development and Strategy - The company improved its product quality and reduced production costs through enhanced quality management and technological upgrades, leading to increased efficiency[33]. - The company launched new products, including a series of buffalo milk yogurts, which received positive market feedback, enhancing its competitive edge[34]. - The company launched new products, including Morafierol nourishing room temperature yogurt, to enhance its product lineup[49]. - The company adjusted its sales strategy, focusing on core markets like Guangxi and Yunnan, resulting in improved performance in previously loss-making provincial markets[35]. Investments and Subsidiaries - The company invested in establishing new subsidiaries, including a 51% stake in Sichuan Huangshi Jiatianxia Food Co., and a 100% stake in Guangxi Kulechuang Network Technology Co., which slightly altered its consolidation scope[39]. - The subsidiary Guangxi Huangshi Jiatianxia Dairy Co., Ltd. reported a revenue of CNY 73.57 million and a net profit of CNY 5.56 million for the reporting period[81]. - The subsidiary Yunnan Huangshi Laisier Dairy Co., Ltd. achieved a revenue of CNY 266.91 million with a net profit of CNY 14.28 million[81]. - The company has established new subsidiaries, including Sichuan Huangshi Jiatianxia Food Co., Ltd., to expand its production and sales of dairy beverages and lemon drinks[83]. Cash Flow and Financial Management - The company's cash and cash equivalents decreased by CNY 103,494,149.75, a decline of 1,186.32% compared to the previous year[51]. - The company’s investment activities generated a net cash outflow of CNY 96,373,751.32, a 39.87% improvement from the previous year[51]. - The company reported a decrease in cash and cash equivalents from CNY 259.68 million at the beginning of the year to CNY 169.87 million at the end of the year[194]. - The company established a system for accountability regarding significant errors in annual report disclosures, with no major accounting errors reported during the period[184]. Dividend Policy - The company plans to distribute a cash dividend of CNY 0.50 per 10 shares to all shareholders[6]. - The cash dividend distribution plan for 2013 is CNY 10,700,000, which corresponds to a cash dividend of CNY 0.5 per 10 shares, representing 29.42% of the net profit attributable to shareholders[102][104]. - The cash dividend payout ratio for 2013 is 100% of the total distributable profit[104]. - The company has established a cash dividend policy that aligns with its articles of association, ensuring clear standards and procedures for profit distribution[98]. Corporate Governance and Compliance - The company has established a comprehensive corporate governance structure to protect the rights of shareholders and creditors[105][106]. - The company emphasizes employee rights and has implemented a complete human resources system to ensure employee welfare and development[107]. - The company actively engages in social responsibility initiatives, including participation in public welfare activities and environmental protection efforts[109][110]. - The company maintains independence from its controlling shareholder in business, personnel, assets, organization, and finance[175]. Internal Control and Audit - The company conducted a self-assessment of internal control systems, confirming effective execution of all internal control activities[166]. - The audit report issued by Ruihua Certified Public Accountants confirmed that the financial statements fairly reflect the company's financial position as of December 31, 2013[192]. - The company reported no significant deficiencies in its internal control over financial reporting during the reporting period[182]. - The internal control self-assessment confirmed that all internal control systems were effectively executed, achieving the company's internal control objectives without major defects[183]. Management and Employee Structure - As of December 31, 2013, the company had a total of 1,350 employees, with 39.63% in production, 32.88% in sales, and 17.41% in technical roles[158]. - The company has established a remuneration policy based on job responsibilities and performance, aiming to attract and retain talent[161]. - The company implemented a training and re-education mechanism to enhance team quality and ensure the achievement of business goals[162]. - The company has a diverse management team with extensive experience in various sectors, including dairy and finance[147][148]. Market Conditions and Future Outlook - The dairy industry in China is experiencing intensified competition, with larger companies consolidating resources through mergers and acquisitions, leading to increased industry concentration[88]. - In 2014, the company aims to focus on profitability, innovation, and resource integration to achieve stable growth in operating performance[90]. - Rising costs of raw milk, labor, and transportation pose risks to profitability, prompting the company to improve operational management to mitigate these pressures[93].