重庆市涪陵榨菜集团股份有限公司章程 目 录 第一章 总则 第二章 经营宗旨和范围 第三章 股份 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第四章 党委会 第五章 股东和股东会 第一节 股东 第二节 股东会的一般规定 第三节 股东会的召集 第四节 股东会的提案与通知 第五节 股东会的召开 第六节 股东会的表决和决议 第六章 董事会 第一节 董事 第二节 董事会 第三节 独立董事 第四节 董事会秘书 第七章 总经理及其他高级管理人员 第八章 监事会 第一节 监事 第二节 监事会 第九章 财务会计制度、利润分配和审计 第一节 财务会计制度 第二节 内部审计 第三节 会计师事务所的聘任 第十章 通知与公告 第一节 通知 第二节 公告 第十一章 合并、分立、增资、减资、解散和清算 第一节 合并、分立、增资和减资 第二节 解散和清算 第十二章 修改章程 第十三章 附则 1 第一章 总 则 第一条 为了规范重庆市涪陵榨菜集团股份有限公司（以下简称"公司"）的 组织和行为，维护公司、股东、职工和债权人的合法权益，完善公司法人治理结构， 建设中国特色现代企业制度，充分发挥中国共产党重庆市涪陵榨菜集团股份有限公 ...

重庆市涪陵榨菜集团股份有限公司 董事会对独立董事独立性自查情况的专项报告 根据《上市公司独立董事管理办法》《深圳证券交易所股票上市规则》《深 圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》等要 求，重庆市涪陵榨菜集团股份有限公司(以下简称"公司")董事会，就公司独立 董事蒋和体、史劲松、程贤权、张志宏、王冠群的独立性情况进行评估并出具如 下专项意见: 经核查独立董事蒋和体、史劲松、程贤权、张志宏、王冠群的任职经历以及 签署的相关自查文件，上述人员未在公司担任除独立董事以外的任何职务，也未 在公司主要股东公司担任任何职务，与公司以及主要股东之间不存在利害关系或 其他可能妨碍其进行独立客观判断的关系，因此，公司独立董事符合《上市公司 独立董事管理办法》《深圳证券交易所上市公司自律监管指引第 1 号——主板 上市公司规范运作》中对独立董事独立性的相关要求。 重庆市涪陵榨菜集团股份有限公司 董事会 2025年3月29日 重庆市涪陵榨菜集团股份有限公司 独立董事关于 2024 年度独立性情况的自查报告 本人蒋和体，于2021年2月5日起任职重庆市涪陵榨菜集团股份有限公司（以 下简称"上市公司"）第 ...

Financial Performance - The company's operating revenue for 2024 was CNY 2,387,126,126.55, a decrease of 2.56% compared to CNY 2,449,845,145.50 in 2023[16] - The net profit attributable to shareholders for 2024 was CNY 799,346,652.13, down 3.29% from CNY 826,577,951.57 in 2023[16] - The net profit after deducting non-recurring gains and losses was CNY 732,116,635.19, a decrease of 3.13% from CNY 755,749,061.39 in 2023[16] - The basic earnings per share for 2024 were CNY 0.69, a decrease of 4.17% from CNY 0.72 in 2023[16] - The diluted earnings per share for 2024 were also CNY 0.69, down 4.17% from CNY 0.72 in 2023[16] - The weighted average return on equity for 2024 was 9.44%, down from 10.41% in 2023[16] - The company reported a total of CNY 67.23 million in non-recurring gains for 2024, which included government subsidies and asset disposal gains[23] - The company reported a revenue of ¥2,382,863,037.01 with a gross margin of 51.00% for the year 2024, compared to ¥2,445,952,896.81 and a gross margin of 50.78% in 2023, reflecting a decrease of 2.58% in revenue year-over-year[33] - The sales revenue for the core product category, pickled mustard tuber, was ¥2,044,418,784.36, with a gross margin of 54.55%, showing a slight decline of 1.50% in revenue compared to ¥2,075,636,010.98 in 2023[33] Cash Flow and Assets - The net cash flow from operating activities increased by 87.59% to CNY 816,944,577.91, compared to CNY 435,487,097.89 in 2023[16] - The total assets at the end of 2024 were CNY 9,393,687,019.23, reflecting a growth of 7.12% from CNY 8,769,393,453.21 at the end of 2023[17] - The net assets attributable to shareholders increased by 5.50% to CNY 8,697,578,156.98, compared to CNY 8,244,407,213.25 at the end of 2023[17] - The total liabilities rose by 32.60% to $696,108,862.25, mainly due to increased accounts payable and deferred tax liabilities[46] - The company's cash and cash equivalents decreased by 270.39% to -$625,739,228.17, primarily due to reduced returns from financial products[47] Sales and Marketing Strategy - The company operates under a "company + cooperative + farmer" procurement model to ensure raw material supply and stabilize prices[29] - The sales strategy focuses on a city-based precision marketing management model, utilizing both traditional distribution and e-commerce platforms[29] - The company aims to expand its market presence by embracing new sales channels such as community group buying and live streaming platforms[29] - The company has optimized its existing products and is conducting trials for new product categories, including improvements in processes, flavors, and packaging[32] - The company is positioned to leverage capital market opportunities for funding and potential acquisitions to expand its product line and strengthen its market leadership in the pickled vegetable sector[44] Research and Development - Research and development expenses increased by 77.15% to $10,620,309.40, driven by projects related to automated equipment for pickled vegetables and new product development[47] - The company has increased its R&D personnel from 27 to 39, representing a growth of 44.44%[61] - R&D investment has risen to ¥16,466,567.96 in 2024, up 48.92% from ¥11,057,597.03 in 2023, with R&D expenditure as a percentage of revenue increasing from 0.45% to 0.69%[61] - The company has developed an automated vegetable peeling device that achieves a qualified rate of over 98%, improving efficiency by more than three times compared to manual processes[60] Environmental and Social Responsibility - The company has invested hundreds of millions in environmental protection measures, including the construction of wastewater treatment plants with a capacity of 5,775 tons per day across ten production facilities[157] - The company has implemented online monitoring equipment for COD, ammonia nitrogen, total nitrogen, and pH at its wastewater discharge points, with data uploaded every two hours to local environmental authorities[156] - The company has established emergency response plans for environmental incidents, with annual drills conducted at its subsidiaries[154] - The company has conducted over 170 promotional activities and 43 training sessions for farmers in 2024, reaching 5,700 participants and distributing 27,000 pieces of planting technical materials[163] - The company has signed raw material purchase contracts with farmers, ensuring a protective price for the purchase of green cabbage heads, thereby securing farmers' income[162] Governance and Compliance - The company has maintained compliance with corporate governance regulations, ensuring independent operation of its board and management[107] - The company has established a remuneration management method based on performance evaluation and responsibilities[125] - The board of directors has actively participated in meetings, with no objections raised regarding company matters during the reporting period[130][131] - The company has established mechanisms to prevent related party transactions and protect the interests of minority shareholders[160] - The company has committed to fair operation procedures in related transactions, ensuring transparency and adherence to disclosure obligations[165] Future Outlook - The company provided a positive outlook for Q4 2024, projecting revenue growth of 10% to 12% based on current market trends[100] - New product launches are expected to contribute an additional $20 million in revenue in Q4 2024, driven by increased demand in the market[100] - The company plans to optimize its sales management and strengthen its marketing efforts to address weaknesses in channel foundations and enhance team capabilities[94] - The company anticipates that the pickled vegetable market will continue to grow, driven by urbanization and changing consumer preferences for convenient and healthy food options[89]

Group 1 - The compound seasoning industry is expected to reach a revenue of 134.1 billion CNY in 2024, with a compound annual growth rate (CAGR) of 11% from 2019 to 2024 [16][21][29] - The hot pot base market is projected to maintain a growth rate of over 5% in the next five years, with a market size of approximately 600 billion CNY [33][35] - The Chinese compound seasoning sector is still in its growth phase, with significant opportunities for new product development, particularly in categories like sauerkraut fish and crayfish seasoning [41][43] Group 2 - In February, the food and beverage sector outperformed the market by 2.2 percentage points, with sub-sectors like liquor showing strong performance [12][20] - The valuation of the food and beverage sector is at historical lows, with the price-to-earnings (PE) ratio at the 12th percentile and the price-to-book (PB) ratio at the 23rd percentile since 2010 [12][24] - The net inflow of southbound funds in February reached 152.8 billion HKD, indicating strong interest in stocks like Qingdao Beer and COFCO Joycome [12][14] Group 3 - The liquor market is experiencing a recovery, with companies controlling inventory and maintaining prices, as seen with the price of Moutai at 2,210 CNY per bottle [17][32] - The sales of consumer goods improved in February, particularly in beer, dairy products, and frozen foods, while raw material prices showed mixed trends [18][19] - The overall retail sales in January and February 2025 are expected to grow by 4.0% year-on-year, indicating a positive trend in consumer spending [28][31] Group 4 - Investment recommendations include key players in the liquor sector such as Luzhou Laojiao, Jinshiyuan, and Shanxi Fenjiu, as well as consumer goods companies like Yanjing Beer and Tianwei Foods [10][12] - The report emphasizes the potential for new product launches in the compound seasoning market, driven by changing consumer preferences and the expansion of retail channels like Sam's Club [41][43] - The macroeconomic environment is improving, which is expected to boost consumer confidence and spending, further supporting the growth of the food and beverage sector [29][31]

Investment Rating - The industry rating is maintained as "Outperform" [7] Core Insights - The food and beverage sector has shown a recovery with a weekly increase of 1.77%, outperforming the Shanghai Composite Index which decreased by 2.22% [25] - The liquor segment is expected to see valuation recovery as major companies focus on channel optimization and marketing strategies ahead of the upcoming political meetings [2][13] - The beer and beverage sectors are anticipated to benefit from improved consumer demand in 2025, driven by promotional policies and a recovery in the restaurant and nightlife sectors [3][14] Summary by Sections Market Performance Review - The food and beverage sector saw a weekly increase of 1.77%, while the Shanghai Composite Index fell by 2.22%. Specific segments included: - Liquor: +1.64% - Dairy: +3.00% - Meat products: +3.52% - Pre-processed foods: +2.37% - Other alcoholic beverages: +0.59% - Beer: +2.84% - Soft drinks: +2.42% - Snacks: +4.30% [25] White Liquor Insights - The white liquor segment increased by 1.64%, with companies like Jiuziyuan and Yingjia Gongjiu showing significant gains. The current valuation is considered reasonable and low, with a PE-TTM of 19.50X [2][13] - Major liquor companies are focusing on channel management and marketing to rebuild confidence in the market, especially as the political meetings approach [2][13] Beer and Beverage Insights - The beer segment increased by 2.84%, with Budweiser Asia announcing a 7% increase in dividends and a management change. The Chinese market for Budweiser is projected to decline by 11.8% in 2024, but strategies are being implemented to enhance market share [3][15] - The beverage sector, including brands like China Red Bull, reported a slight revenue increase of 1.3% in 2024, reaching 21.09 billion yuan [3][17] Consumer Goods Insights - The snack segment led the market with a notable increase, while dairy products also performed well with a 3.00% rise. The report emphasizes three investment themes: "restaurant supply," "overseas expansion," and "raw milk turning point" [3][16] - The overall consumer goods sector is expected to benefit from lower inventory levels and seasonal demand as the market recovers [5][24] Investment Recommendations - Recommended stocks include leading liquor brands such as Moutai, Wuliangye, and Shanxi Fenjiu, as well as consumer goods companies like Yili and Mengniu in the dairy sector [5][24] - The report suggests focusing on companies with strong fundamentals and reasonable valuations, particularly in the consumer goods sector, which is expected to show strong elasticity in 2025 [5][24]

Investment Rating - The report maintains a "Buy" rating for Fuling Zhacai (002507) with a target price of —— yuan over the next six months [1]. Core Views - The company's Q4 performance was slightly below expectations, with a revenue of 4.5 billion yuan, down 10.6% year-on-year, and a net profit of 1.5 billion yuan, down 8.4% year-on-year. The overall revenue for 2024 is projected to be 24.1 billion yuan, a decrease of 1.7% compared to 2023, with a net profit of 8.2 billion yuan, down 0.3% year-on-year [8][9]. - The decline in Q4 revenue is attributed to weak consumer demand and the traditional off-season for pickled vegetables, alongside a reduction in channel expenses and ongoing inventory clearance efforts [8]. - Looking ahead to 2025, the company expects revenue growth to stabilize, driven by increased market penetration of new products and the gradual opening of the catering market [8]. - The company has experienced a continuous release of cost benefits, with a net profit margin of 34.8% for 2024, up 1 percentage point year-on-year, and a Q4 net profit margin of 36.9%, up 3.3 percentage points year-on-year [8]. - The report highlights a dual expansion strategy focusing on market and product category growth, alongside brand promotion efforts emphasizing health and quality [8]. Financial Summary - For the fiscal years 2023 to 2026, the projected financials are as follows: - Revenue: 2023A: 2449.85 million yuan, 2024E: 2407.96 million yuan, 2025E: 2545.82 million yuan, 2026E: 2676.03 million yuan [3][9]. - Net Profit: 2023A: 826.58 million yuan, 2024E: 824.06 million yuan, 2025E: 896.06 million yuan, 2026E: 971.25 million yuan [3][9]. - EPS: 2023A: 0.72 yuan, 2024E: 0.71 yuan, 2025E: 0.78 yuan, 2026E: 0.84 yuan [3][9]. - PE Ratio: 2024E: 19, 2025E: 17, 2026E: 16 [3][9]. - PB Ratio: 2024E: 1.71, 2025E: 1.55, 2026E: 1.41 [3][9].

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected relative return of over 20% within the next six months [4]. Core Views - The company reported a slight decline in performance for Q4 2024, with revenue and net profit at approximately 4.46 billion and 1.53 billion yuan, respectively, representing year-on-year decreases of 10.58% and 8.36% [1]. - Despite the decline, the net profit margin improved to 34.40%, an increase of 0.83 percentage points year-on-year [1]. - The company is focused on optimizing its core pickled vegetable products and diversifying its offerings, aiming to adapt to challenges in traditional consumption patterns [1]. - The restaurant division, established in 2023, is expected to contribute significantly to sales, with a target of over 1 billion yuan in 2024 [2]. - The company anticipates stable prices for its key raw materials, which may enhance profit elasticity in 2025 [2]. Financial Summary - For 2024, the company expects revenue of approximately 2.41 billion yuan, a decrease of 1.71% year-on-year, while net profit is projected at 823.98 million yuan, a slight decline of 0.31% [8]. - Revenue forecasts for 2025 and 2026 are adjusted to 2.6 billion and 2.78 billion yuan, reflecting growth rates of 8% and 7%, respectively [2]. - The expected net profit for 2025 and 2026 is revised to 938 million and 1.02 billion yuan, indicating growth rates of 14% and 9% [2]. - The company's price-to-earnings ratio is projected at 17X for 2025 and 15X for 2026 [2]. Market Position and Strategy - The company is implementing a strategic focus on project management across its supply chain to enhance operational efficiency [1]. - Organizational restructuring and incentive optimization are part of the sales strategy to boost performance [1]. - The company is also working on product packaging and material optimization, with new products expected to launch in early 2025 [2].

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company is expected to solidify its foundation in 2024 and prepare for steady growth in 2025, despite facing short-term challenges due to weak demand and reform impacts [5][6] - The company's revenue for 2024 is projected to be 2.408 billion yuan, a slight decrease of 1.7% year-on-year, while the net profit is expected to be 824 million yuan, down 0.3% year-on-year [4][9] - The company has implemented a pricing strategy with a new 60g product at a 2 yuan price point, which has shown positive results [5] - The company is focusing on expanding its product offerings and exploring acquisition opportunities in the pickled vegetable and compound seasoning markets [7] Financial Summary - Revenue and net profit for 2024 are forecasted at 2.408 billion yuan and 824 million yuan respectively, with a projected increase in net profit to 905 million yuan in 2025 [9] - The earnings per share (EPS) for 2024 is estimated at 0.71 yuan, with an increase to 0.78 yuan in 2025 and 0.85 yuan in 2026 [9] - The price-to-earnings (P/E) ratio is projected to be 18.8 for 2024, decreasing to 17.1 in 2025 and 15.8 in 2026 [9]

Investment Rating - The investment rating for the company is "Buy" with a target price reflecting a potential return of over 20% within the next six months [4]. Core Views - The company reported a slight decline in performance for Q4 2024, with revenue and net profit at approximately 4.46 billion and 1.53 billion yuan, respectively, representing year-on-year decreases of 10.58% and 8.36% [1]. - Despite the challenges, the company maintains a net profit margin of 34.40% for Q4 2024, an increase of 0.83 percentage points year-on-year [1]. - The company is focusing on optimizing its core pickled vegetable products and diversifying its offerings, aiming to enhance management efficiency and adapt to changing consumer behaviors [1]. - The outlook for 2025 is optimistic, with expected revenue growth of 8% and 7% for 2025 and 2026, respectively, driven by stable prices for key ingredients and continued expansion in the restaurant channel [2]. Financial Summary - For 2024, the company anticipates revenue of approximately 2.41 billion yuan, a decrease of 1.71% year-on-year, while net profit is expected to be around 823.98 million yuan, a slight decline of 0.31% [8]. - The projected revenue for 2025 is 2.59 billion yuan, reflecting a growth rate of 7.55%, with net profit expected to rise to 937.94 million yuan, an increase of 13.83% [8]. - The company's earnings per share (EPS) is projected to be 0.71 yuan for 2024, increasing to 0.81 yuan in 2025 [8]. - The price-to-earnings (P/E) ratio is expected to be 18.81 for 2024 and decrease to 16.52 for 2025, indicating a favorable valuation trend [8].

Investment Rating - The report maintains a "Buy" rating for Fuling Zhacai (002507) with a target price of —— yuan over the next six months [1]. Core Views - The company's Q4 performance was slightly below expectations, with a revenue of 4.5 billion yuan, down 10.6% year-on-year, and a net profit of 1.5 billion yuan, down 8.4% year-on-year. The overall annual revenue for 2024 is projected at 24.1 billion yuan, a decrease of 1.7% year-on-year, and a net profit of 8.2 billion yuan, a decrease of 0.3% year-on-year [8][9]. - The decline in Q4 revenue is attributed to weak consumer demand and the traditional off-season for pickled vegetables, alongside reduced channel spending and inventory clearance efforts [8]. - Looking ahead to 2025, the company expects revenue growth to stabilize due to increased market penetration of new products and the gradual opening of the catering market [8]. - The company has experienced a cost advantage, with a net profit margin of 34.8% for 2024, up 1 percentage point year-on-year, and a Q4 net profit margin of 36.9%, up 3.3 percentage points year-on-year, primarily due to the use of low-cost raw materials [8][9]. Financial Summary - For 2023A, the company reported a revenue of 2,449.85 million yuan and a net profit of 826.58 million yuan. The projections for 2024E are a revenue of 2,407.96 million yuan and a net profit of 824.06 million yuan, with expected growth rates of -1.71% and -0.30% respectively [3][9]. - The earnings per share (EPS) for 2024 is estimated at 0.71 yuan, with a price-to-earnings (PE) ratio of 19 [3][9]. - The return on equity (ROE) is projected to decline slightly from 10.03% in 2023 to 9.09% in 2024 [3][9].