关于制定公司于发行 H 股并上市后适用的《公司章 程（草案）》及相关议事规则的说明 广东潮宏基实业股份有限公司（以下简称"公司"）于 2025 年 6 月 9 日召 开第七届董事会第三次会议，审议通过了《关于制定公司于发行 H 股并上市后 适用的<广东潮宏基实业股份有限公司章程（草案）>及相关议事规则的议案》。 现将相关情况公告如下： 鉴于公司拟发行 H 股并在香港联合交易所有限公司主板上市（以下简称"本 次发行并上市"），根据《中华人民共和国公司法》《中华人民共和国证券法》《上 市公司章程指引》《香港联合交易所有限公司证券上市规则》和其他有关规定， 结合公司的实际情况，拟对《广东潮宏基实业股份有限公司章程》（以下简称"《公 司章程》"）及其附件进行修订，形成本次发行并上市后适用的《广东潮宏基实 业股份有限公司章程（草案）》（以下简称"《公司章程（草案）》"）及其附件 《股东会议事规则（草案）》《董事会议事规则（草案）》。 本次审议通过的《公司章程（草案）》及其附件《股东会议事规则（草案）》 《董事会议事规则（草案）》将在经公司 2025 年第一次临时股东会审议通过后， 于公司完成本次发行并上市之日起生效并实 ...

证券代码：002345 证券简称：潮宏基 公告编号：2025-033 广东潮宏基实业股份有限公司 关于召开 2025 年第一次临时股东会的通知 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。 广东潮宏基实业股份有限公司（以下简称"公司"）第七届董事会第三次 会议决定于 2025 年 6 月 25 日召开公司 2025 年第一次临时股东会，本次股东会 以现场表决与网络投票相结合的方式召开。现将会议的有关事项公告如下： 一、召开会议的基本情况 1、股东会届次：2025 年第一次临时股东会。 2、股东会的召集人：公司董事会 （1）截至股权登记日 2025 年 6 月 19 日（星期四）下午收市后在中国证券 登记结算有限责任公司深圳分公司登记在册的公司全体股东均有权出席本次股 东会并参加表决，因故不能亲自出席会议的股东可以书面形式委托代理人代为 出席会议并参加表决（授权委托书见附件二），该股东代理人不必是本公司股 东。 （2）公司董事和高级管理人员。 （3）公司聘请的见证律师。 3、会议召开的合法、合规性：本次股东会的召开程序符合有关法律法规、 部门规章、规范性文件、 ...

证券代码：002345 证券简称：潮宏基 公告编号：2025-029 广东潮宏基实业股份有限公司 第七届董事会第三次会议决议公告 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。 广东潮宏基实业股份有限公司（以下简称"公司"）第七届董事会第三次会 议于 2025 年 6 月 9 日在公司会议室以现场方式召开。本次会议的通知及会议资 料已于 2025 年 6 月 6 日以专人送达、电子邮件及传真形式通知了全体董事和高 级管理人员。出席本次董事会会议的应到董事为 9 人，实到董事 9 人，其中独立 董事 3 名。公司高级管理人员列席了会议。本次会议的通知、召开以及参会董事 人数均符合相关法律、法规、规则及《公司章程》的有关规定。与会董事经认真 审议和表决，形成决议如下： 一、以 9 票同意、0 票反对、0 票弃权，审议通过了《关于公司发行 H 股 股票并在香港联合交易所有限公司上市的议案》。 为进一步提高公司的资本实力和综合竞争力，深入推进公司的国际化战略， 公司拟于境外发行股票（H 股），并申请在香港联合交易所有限公司主板挂牌上 市。 公司《关于筹划发行 H 股股 ...

潮宏基（002345）公告，公司于2025年6月9日召开第七届董事会第三次会议，审议通过了拟发行H股股 票并在香港联合交易所上市的相关议案。公司表示，此举旨在推进全球化战略布局，提升国际品牌形象 及综合竞争力，加强与境外资本市场对接。目前，公司正积极与相关中介机构就本次发行并上市的相关 工作进行商讨，具体细节尚未最终确定。本次发行并上市尚需提交公司股东会审议，并需取得相关政府 机构、监管机构备案、批准和/或核准。公司将根据进展情况及时履行信息披露义务。 ...

Core Viewpoint - Chao Hong Ji is planning a secondary listing in Hong Kong while facing a share reduction from its second-largest shareholder, Dongguan Group, which plans to reduce its stake by up to 3% within the next six months. This comes after a significant stock price increase of 159% this year, with a current market capitalization of 12.83 billion yuan [1][6]. Group 1: Company Overview - Chao Hong Ji was founded by Liao Chuangbin, who is known as the "King of K Gold" for his successful differentiation strategy in the jewelry market, focusing on K gold jewelry that appeals to younger consumers [1][2]. - The company established a dual-brand strategy with the creation of the "CHJ Chao Hong Ji" brand and the youth-oriented "VENTI" brand, successfully avoiding direct competition with traditional brands like Chow Tai Fook [2][3]. Group 2: Financial Performance - In 2023, Chao Hong Ji reported a revenue of 5.9 billion yuan, with a net profit of 333 million yuan, reflecting a year-on-year increase of 67.41% [5][6]. - The company’s revenue is projected to increase to 6.518 billion yuan in 2024, with the proportion of gold jewelry sales rising from 38.39% to 45.25% [6]. Group 3: Strategic Moves - Liao Chuangbin has shifted focus back to the core jewelry business after previous diversification attempts led to significant goodwill impairments, totaling 2.09 billion yuan in 2018 and 1.52 billion yuan in 2019 [5][6]. - The company is transitioning from a self-operated model to a franchise model, increasing the number of franchise stores from 337 in 2018 to 1,268 by 2024 [6]. Group 4: Market Position and Future Plans - Chao Hong Ji aims to enhance its international brand image and connect with overseas capital markets through its planned IPO in Hong Kong [6]. - The company still holds 509 million yuan in goodwill on its balance sheet, raising questions about the sustainability of its performance [7].

Investment Rating - The industry investment rating is "Positive" (maintained) [1] Core Viewpoints - The report highlights the emergence of high-end Chinese gold brands, particularly "Lin Chao Jewelry," which has completed angel financing and is expected to reshape the high-end gold market with its unique craftsmanship and brand positioning [4][23][25] - The retail sector is experiencing a shift towards emotional consumption, with brands that possess differentiated product capabilities and deep consumer insights gaining traction [28] - The jewelry sector, particularly the watch and jewelry segment, has shown significant growth, outperforming other retail segments [6][15] Summary by Relevant Sections Retail Market Overview - The retail industry index rose by 1.29% during the week of June 2 to June 6, 2025, outperforming the Shanghai Composite Index by 0.16 percentage points [6][13] - The jewelry segment has been the best-performing sub-sector, with a weekly increase of 2.78% and a year-to-date increase of 30.59% [15][18] High-End Chinese Gold Brand "Lin Chao Jewelry" - Lin Chao Jewelry focuses on high-end handmade gold jewelry, integrating traditional cultural elements into its designs [4][23] - The brand has only one physical store in Lanzhou and emphasizes exclusivity, with a delivery period of at least one year for its products [25] - The company offers a "Heritage Series" for emotional customization, allowing customers to engrave family sayings or fingerprints, enhancing its luxury appeal [25] Investment Recommendations - Investment focus includes high-quality companies in high-growth sectors driven by emotional consumption themes, particularly in gold and jewelry [7] - Recommended brands include "Lao Pu Gold," "Chao Hong Ji," and "Zhou Da Sheng" for their differentiated product offerings and consumer insights [28][30] - The report also suggests monitoring retail companies that are actively transforming and exploring new strategies, such as "Yonghui Supermarket" and "Ai Ying Shi" [28] Company Performance Highlights - "Lao Pu Gold" reported a revenue of 8.506 billion yuan in FY2024, a 167.5% increase, and a net profit of 1.473 billion yuan, up 253.9% [30] - "Chao Hong Ji" achieved a revenue of 6.518 billion yuan in 2024, a 10.5% increase, with a significant growth in Q1 2025 [36] - "Zhou Da Sheng" faced challenges with a revenue drop of 14.7% in 2024, but future growth potential is anticipated through brand optimization [40]

Core Viewpoint - Recent surge in gold prices has positively impacted the stock market, particularly for jewelry companies like潮宏基, which is planning to list on the Hong Kong Stock Exchange to enhance its global strategy and brand image [1][5][21]. Company Overview - 潮宏基, founded in 1996 and headquartered in Shantou, is the first fashion jewelry company listed on A-shares in China, focusing on mid-to-high-end fashion consumer goods [8]. - The company operates two main brands: "CHJ潮宏基" and "FION菲安妮," targeting younger demographics, with 85% of its consumer base being born in the 1980s, 1990s, and 2000s [8][13]. Recent Developments - On May 20, 潮宏基 announced its plan to issue H-shares for listing on the Hong Kong Stock Exchange, aiming to further its global strategy and improve its international brand presence [3][5]. - The company’s market capitalization surpassed 10 billion yuan for the first time on May 20, closing at 100.22 billion yuan, with a subsequent increase to 104.49 billion yuan [15][16]. Financial Performance - In 2024, 潮宏基 reported a revenue of 6.518 billion yuan, a year-on-year increase of 10.48%, despite a decline in net profit to 194 million yuan, down 41.91% [15][17]. - The first quarter of 2024 showed strong performance with a revenue of 2.252 billion yuan, up 25.36%, and a net profit of 189 million yuan, an increase of 44.38% [17]. Market Strategy - 潮宏基 is actively expanding its store network, with a net increase of 129 stores in 2024, bringing the total to 1,505, including 1,268 franchise stores [19]. - The company has begun its international expansion in Southeast Asia, opening stores in Malaysia and Thailand, with plans to continue this strategy in 2025 [19]. Industry Context - The Hong Kong stock market has become a popular choice for gold-related companies, with recent successful listings such as 老铺黄金 and 宁德时代, indicating a favorable environment for 潮宏基's upcoming IPO [21][22].

Core Viewpoint - The jewelry sector, particularly companies like潮宏基, has seen significant stock price increases, with潮宏基's stock price doubling in 2024, driven by market enthusiasm for new consumption concepts and rising gold prices [1][2] Group 1: Company Performance -潮宏基's major shareholder,东冠集团, announced a plan to reduce its stake by 26.66 million shares, representing 3% of the total share capital, with an estimated value of approximately 410 million yuan [1] - In Q1 2024,潮宏基 achieved its best performance since listing, with revenue of 2.252 billion yuan, a year-on-year increase of 25.36%, and a net profit of 188 million yuan, up 44.38% year-on-year [3] - The company's inventory reached a historical high of 3.731 billion yuan by the end of Q1 2024, reflecting a significant increase in stock levels [3] Group 2: Market Trends - The jewelry industry is experiencing a shift towards brand-driven strategies, with a focus on enhancing store efficiency rather than merely expanding the number of stores [2] - Young consumers are becoming the main driving force in the jewelry market, with trends indicating a preference for innovative designs and experiential consumption [2] -潮宏基's current P/E ratio stands at 51 times, which is double the industry average, indicating high market expectations for its future growth [2] Group 3: Expansion Strategy - As of the end of 2024,潮宏基 operated a total of 1,511 stores, with a net increase of 111 stores during the year, including new openings in Malaysia and Thailand [4] - The company plans to maintain a conservative approach to new store openings, with a target of no more than 20% of new stores in the overall portfolio [4] -潮宏基 aims to expand into overseas markets, with plans to enter Cambodia in 2025 and further expansion into Singapore and Australia, capitalizing on the larger market potential and favorable competitive environment [5]

Group 1 - Aike Technology (688092.SH) shareholders plan to reduce their holdings by up to 826,906 shares, accounting for 1.00% of the total share capital within three months after 15 trading days from the announcement [1] - Aike Cyber (688719.SH) executives plan to reduce their holdings by up to 2.1927% of the total share capital, totaling 2,530,000 shares within three months after 15 trading days from the announcement [1] - Anpeilong (301413.SZ) shareholders plan to reduce their holdings by up to 2,952,058 shares, representing 3% of the total share capital [1] Group 2 - Chaohongji (002345.SZ) shareholders plan to reduce their holdings by up to 26,655,380 shares, accounting for 3% of the total share capital within three months after 15 trading days from the announcement [2] - Chunguang Technology (603657.SH) plans to reduce its holdings by up to 1,000,000 shares, representing 0.73% of the total share capital [2] - Dahongli (300865.SZ) controlling shareholder plans to reduce his holdings by 136,150 shares, accounting for 1.4230% of the total share capital [2] Group 3 - Electric Link Technology (300679.SZ) executives plan to reduce their holdings by specified amounts, with individual reductions not exceeding 15,000 to 78,000 shares [2] - Guangge Technology (688450.SH) shareholders plan to reduce their holdings by a total of 990,000 shares, representing 1.50% of the total share capital [2] - Guorui Technology (300600.SZ) shareholders plan to reduce their holdings by 8,827,034 shares, accounting for 3% of the total share capital [3] Group 4 - Hailier (603639.SH) shareholders plan to reduce their holdings by up to 1,200,000 shares, representing 1% of the total share capital [3] - Haotong Technology (301026.SZ) executives plan to reduce their holdings by specified amounts, with individual reductions not exceeding 20,965 to 47,250 shares [3] - Huamao Logistics (603128.SH) executives have reduced their holdings by 272,000 shares, while other executives did not reduce their holdings [3] Group 5 - Jiamei Packaging (002969.SZ) shareholders plan to reduce their holdings by a total of 9,483,239 shares, accounting for 1.00% of the total share capital [4] - Jiangsu Boyun (301003.SZ) shareholders plan to reduce their holdings by up to 971,333 shares through centralized bidding and 1,942,666 shares through block trading [4] - Jinchicken Co., Ltd. (300798.SZ) shareholders plan to reduce their holdings by 14,000,000 shares, representing 2.99% of the total share capital [4] Group 6 - Jingfang Technology (603005.SH) shareholders plan to reduce their holdings by up to 13,043,400 shares, accounting for 2% of the total share capital [5] - Jingjin Electric (688280.SH) shareholders plan to reduce their holdings through centralized bidding or block trading [5] - Kolon New Materials (920098) shareholders have not implemented reductions, while another shareholder reduced holdings by 651,667 shares, representing 0.8014% of the total share capital [5] Group 7 - Liangpinpuzi (603719.SH) shareholders plan to reduce their holdings by 4,010,000 shares, accounting for 1% of the total share capital [6] - Mike Audi (300341.SZ) executives plan to reduce their holdings by 546,350 shares, representing 0.11% of the total share capital [6] - Pinwa Food (300892.SZ) shareholders reduced their holdings by 711,300 shares, accounting for 0.72% of the total share capital [6] Group 8 - Qiu Le Seed Industry (831087.BJ) shareholders plan to reduce their holdings by up to 3,300,000 shares, representing no more than 1.9975% of the total share capital [6] - Qiu Tianwei (300939.SZ) shareholders reduced their holdings by 1,100,000 shares, accounting for 0.93% of the total share capital [6] - Rejing Bio (688068.SH) shareholders plan to reduce their holdings by 1,800,000 shares, representing 1.9416% of the total share capital [7] Group 9 - Saike Xide (688338.SH) executives plan to reduce their holdings by specified amounts, with individual reductions not exceeding 250,000 to 235,000 shares [7] - Wancheng Group (300972.SZ) executives plan to reduce their holdings through centralized bidding [7] - Wentai Technology (600745.SH) shareholders plan to reduce their holdings by up to 24,891,577 shares through block trading and 12,445,788 shares through centralized bidding [7] Group 10 - Xiechuang Data (300857.SZ) executives plan to reduce their holdings by specified amounts, with individual reductions not exceeding 10,500 to 18,900 shares [8] - Xinhongze (002836.SZ) controlling shareholder reduced holdings by 1,895,300 shares, decreasing ownership from 63.74% to 62.91% [8] - Panda Dairy (300898.SZ) shareholders reduced their holdings by 884,470 shares, accounting for 0.7133% of the total share capital [8] Group 11 - Oat Technology (688312.SH) controlling shareholder plans to reduce holdings by up to 2,912,000 shares, representing no more than 2% of the total share capital [9] - Youningwei (301166.SZ) shareholders plan to reduce their holdings by 1,208,500 shares, accounting for 1.41% of the total share capital [9] - Yuhua Tian (300815.SZ) shareholders plan to reduce their holdings by up to 23,915,520 shares, representing no more than 6.00% of the total share capital [9] Group 12 - Zhangzidao (002069.SZ) shareholders plan to reduce their holdings by up to 7,111,000 shares, accounting for no more than 1% of the total share capital [9] - Zhishang Technology (301486.SZ) shareholders reduced their holdings by 1,245,300 shares, accounting for 0.9677% of the total share capital [10] - Zhongjing Electronics (002579.SZ) shareholders plan to reduce their holdings by up to 6,000,000 shares through centralized bidding or block trading [10]

本周以来，A股市场持续回暖，热点不断。 6月5日盘后龙虎榜显示，在近期黄金珠宝、数字货币、新消费等热门概念股走热背后，机构是重要资金力量。 机构激烈博弈黄金珠宝板块 本周以来，黄金珠宝类公司交易热度火爆，龙虎榜显示，机构激烈参与该板块相关热门股博弈，一些股票被机 构大额净买入。 珠宝首饰企业潮宏基（002345.SZ）本周多次登上龙虎榜，该公司在本周二、周三连续两个涨停后，于6月5日 （周四）跌停。近几日龙虎榜显示，机构仍在持续买入潮宏基。潮宏基由于今年珠宝消费走热而成为大牛股， 今年以来股价涨幅高达169%。 潮宏基6月5日龙虎榜显示，当日买入前五席位中有3席为机构，卖出前五中有1席为机构，机构合计买入1.13亿 元，合计卖出0.34亿元。因此，当日机构净买入额为0.79亿元，呈现逆势买入趋势。此外，潮宏基6月4日龙虎 榜数据显示，近三个交易日（5月30日至6月4日），潮宏基买入及卖出前五席位中各出现3家机构，机构合计买 入1.73亿元，卖出1.18亿元。 萃华珠宝（002731.SZ）也在本周被机构大力买入。萃华珠宝在6月5日因连续三个交易日内，涨幅偏离值累计 达到20%而登上龙虎榜。龙虎榜数据显示，本周 ...