贝因美股份有限公司 2024 年度董事会工作报告 在全体股东的支持下，贝因美股份有限公司（以下简称"公司"或"贝因美"） 董事会严格按照《中华人民共和国公司法》《中华人民共和国证券法》《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》等法律法规及《公司章程》《董事会议事规则》等公司制度 的规定，以股东利益最大化为原则，切实履行股东大会赋予的董事会职责，严格 执行股东大会各项决议，勤勉尽责的开展各项工作，积极推进董事会各项决议的 实施，不断规范公司法人治理结构，推动了公司科学决策和规范运作，维护了公 司权益及股东利益。 现将 2024 年度董事会工作具体情况报告如下： 一、2024 年度经营情况 2024 年，在基本盘市场有效需求不足、消费增长不振的情况下，市场不断细 分，渠道加速变革，面对种种压力和挑战，在公司董事长坚强领导、科学决策下， 经营层保持战略定力，奋力攻坚克难，公司总体实现了高质量发展，全年实现营 业收入 27.73 亿元，同比增长 9.70%；创造归属于母公司股东的净利润 10,293.53 万元，同比增长 116.92%。 2024 年， ...

贝因美股份有限公司 2024 年度监事会工作报告 贝因美股份有限公司（以下简称"公司"或"贝因美"）监事会严格按照《中 华人民共和国公司法》《中华人民共和国证券法》《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》 等法律法规及《公司章程》《监事会议事规则》等公司制度的规定，本着对股东 和公司负责的原则，恪尽职守，积极出席公司股东大会，列席公司董事会，对公 司各项运作进行了监督。现将 2024 年工作报告如下： 一、 监事会会议召开情况 报告期内，公司监事会共召开九次会议，会议召开与表决程序均符合相关规 定，具体情况如下： 5、2024 年 5 月 21 日，公司召开第九届监事会第一次会议，审议通过了《关 于豁免第九届监事会第一次会议通知时间的议案》《关于选举公司第九届监事会 主席的议案》，共两项议案。 6、2024 年 7 月 18 日，公司召开第九届监事会第二次会议，审议通过了《关 于董事、监事薪酬方案的议案》《关于高级管理人员基本薪酬标准及经营奖励发 放方案的议案》，共两项议案。 7、2024 年 8 月 9 日，公司召开第九届监事会第三次会议，审议 ...

关于独立董事独立性情况的专项意见 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》等法律法规的有关规 定，贝因美股份有限公司（以下简称"公司"）董事会，就公司在任独立董事俞春萍、 胡军辉、黄恺的独立性情况进行评估并出具如下专项意见： 贝因美股份有限公司董事会 经核查独立董事俞春萍、胡军辉、黄恺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， 不存在影响独立董事独立性的情况。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》中对独立董事独立性的相关要求。 贝因美股份有限公司 董事会 2025 年 4 月 29 日 1 ...

Financial Performance - The company's revenue for Q3 2024 reached ¥669,820,304.82, representing a 16.59% increase year-over-year[4] - Net profit attributable to shareholders increased by 294.00% to ¥20,256,530.39 for the quarter[4] - The net profit after deducting non-recurring gains and losses rose by 266.35% to ¥10,385,132.48[4] - Basic earnings per share doubled to ¥0.0200, a 100.00% increase compared to the same period last year[4] - The company reported a 43.07% increase in operating profit, amounting to an increase of ¥2,904.46 million[10] - Total operating revenue for the current period reached ¥2,086,761,284.80, an increase of approximately 8.9% compared to ¥1,916,107,983.63 in the previous period[23] - Net profit for the current period was ¥77,634,294.92, compared to ¥57,955,584.48 in the previous period, indicating an increase of approximately 33.9%[24] - The net profit attributable to the parent company's shareholders for the current period is ¥71,793,560.76, compared to ¥49,412,197.90 in the previous period, representing an increase of approximately 45.3%[25] - The total comprehensive income for the current period is ¥77,098,306.89, up from ¥64,215,575.22 in the previous period, indicating a growth of about 20.1%[25] - The basic and diluted earnings per share for the current period are both ¥0.07, compared to ¥0.05 in the previous period, reflecting a 40% increase[25] Cash Flow and Liquidity - Cash flow from operating activities showed a net increase of ¥328,262,941.98, up 10.23% year-to-date[4] - Cash flow from operating activities for the current period is ¥328,262,941.98, an increase from ¥297,810,653.72 in the previous period, which is a rise of approximately 10.2%[27] - Cash flow from investing activities shows a net outflow of ¥36,076,178.56, worsening from a net outflow of ¥1,802,553.54 in the previous period[27] - Cash flow from financing activities resulted in a net outflow of ¥304,904,969.55, compared to a net outflow of ¥155,321,218.27 in the previous period, indicating a significant increase in cash outflow[27] - The total cash and cash equivalents at the end of the period is ¥814,416,137.20, compared to ¥748,419,671.44 at the end of the previous period, showing an increase of about 8.8%[28] - The company received cash from investment of ¥4,600,000.00 from minority shareholders, a significant increase from ¥593,000.00 in the previous period[27] - The company reported a decrease in other cash related to operating activities, totaling ¥514,027,163.22, down from ¥543,151,130.74 in the previous period[27] - The company’s cash flow from sales of goods and services increased to ¥2,349,519,288.88 from ¥2,118,460,252.33, marking a growth of approximately 10.9%[26] Assets and Liabilities - Total assets decreased by 7.35% to ¥3,707,974,249.12 compared to the end of the previous year[4] - The company's total assets decreased to ¥3,707,974,249.12 from ¥4,002,248,656.93, a decline of about 7.3%[22] - Current liabilities totaled ¥2,055,706,267.83, down from ¥2,280,033,071.31, representing a decrease of approximately 9.8%[22] - The company's long-term borrowings decreased to ¥13,885,550.09 from ¥27,733,338.00, a reduction of about 50%[22] - The total equity attributable to shareholders decreased to ¥1,541,823,822.46 from ¥1,590,911,074.60, a decline of approximately 3.1%[22] Shareholder Information - The total number of common shareholders at the end of the reporting period is 63,946[16] - The largest shareholder, Beiningmei Group Co., Ltd., holds 12.28% of shares, totaling 132,629,471 shares, with 131,060,971 shares pledged or frozen[16] - The company has repurchased a total of 67,246,144 shares, accounting for 6.23% of the total share capital[17] Other Financial Metrics - The company’s other receivables increased by 102.86% to ¥1,547.41 million, indicating a rise in temporary payments[7] - The company’s fixed assets grew by 22.77% to ¥239,568,500, primarily due to the completion of the Tianjin factory project[7] - Research and development expenses for the current period were ¥11,328,135.89, slightly down from ¥12,583,638.60, indicating a decrease of about 10%[24] - The company reported a financial expense of ¥24,170,906.05, down from ¥34,116,348.81, reflecting a decrease of approximately 29.1%[24] - The company supports the establishment of an industrial incubation fund by its controlling shareholder's subsidiary to enhance investment risk management[18] - As of the announcement date, 13 out of 14 subsidiaries of Beiningmei Marketing Management Co., Ltd. have been successfully deregistered[19]

Financial Performance - The company's revenue for Q1 2024 was ¥720,455,358.38, representing a 2.28% increase compared to ¥704,386,288.42 in the same period last year[4] - Net profit attributable to shareholders increased by 80.71% to ¥22,074,986.63 from ¥12,215,392.19 year-on-year[4] - The company's operating profit grew by 59.46% to ¥2,882,000, driven by increased sales revenue and corresponding gross profit[9] - The company's net profit for the current period is 24,465,526.74, an increase from 13,801,717.67 in the previous period, representing an increase of approximately 77.5%[28] - The total comprehensive income for the current period is 32,767,894.77, compared to 18,574,924.34 in the previous period, indicating a growth of about 76.3%[29] - The operating profit for the current period is 28,986,831.76, up from 18,178,460.93, reflecting a rise of approximately 59.2%[28] - The basic earnings per share doubled to ¥0.02 from ¥0.01, reflecting a 100% increase[4] - The basic and diluted earnings per share for the current period are both 0.02, up from 0.01 in the previous period, representing a 100% increase[29] Cash Flow - The net cash flow from operating activities surged by 247.68% to ¥82,577,692.15, up from ¥23,750,966.73 in the previous year[4] - The cash flow from operating activities for the current period is 82,577,692.15, significantly higher than 23,750,966.73 in the previous period, marking an increase of about 247.5%[29] - Cash flow from financing activities increased by 183.71% to ¥20,000,000, primarily due to higher bank borrowings and the recovery of pledged time deposits[12] - The net cash flow from investing activities is -172,218,066.11, worsening from -14,525,597.70 in the previous period[30] - The net cash flow from financing activities is -71,985,957.99, compared to -26,579,720.89 in the previous period, indicating a decline[30] Assets and Liabilities - Total assets decreased by 2.30% to ¥3,910,368,608.79 from ¥4,002,248,656.93 at the end of the previous year[4] - The company reported a total asset balance of ¥3,910,368,608.79, down from ¥4,002,248,656.93, a decrease of approximately 2.3%[25] - Total liabilities decreased to ¥2,280,629,399.49 from ¥2,360,257,511.45, reflecting a reduction of about 3.4%[25] - The company's cash and cash equivalents decreased to ¥862,833,529.39 from ¥1,028,429,231.04, a decline of approximately 16.1%[23] - The company’s total equity stood at ¥1,629,739,209.30, down from ¥1,641,991,145.48, a decrease of approximately 0.7%[25] Shareholder Information - The total number of common shareholders at the end of the reporting period is 67,832[15] - The largest shareholder, Beingmade Group Co., Ltd., holds 16.72% of shares, totaling 180,629,471 shares, with 179,060,971 shares pledged[15] - The company has repurchased 34,897,768 shares, accounting for 3.23% of the total share capital[16] - The company has 0.00% of shares held under lock-up conditions among the top ten shareholders[15] - The top ten shareholders do not have any known relationships or agreements that would classify them as acting in concert, except for Beingmade Group and its subsidiaries[16] Operational Changes - The company has approved the cancellation of 14 subsidiaries under Beingmade Marketing Management Co., Ltd. to align with business development needs[18] - As of the announcement date, the company is in the process of establishing an industrial incubation fund to strengthen investment risk management[17] - The company is awaiting the completion of the registration procedures for the industrial incubation fund[17] Other Financial Metrics - Research and development expenses decreased to ¥2,623,635.13 from ¥4,658,720.72, representing a decline of about 43.8%[27] - The company's investment income was reported at ¥2,231,668.22, compared to ¥2,845,921.70 in the previous period, reflecting a decrease of about 21.6%[27] - The company reported a tax expense of 4,753,759.81 for the current period, slightly higher than 4,434,360.50 in the previous period[28] - Accounts receivable increased by 50.85%, adding ¥56,425,800 to the balance, primarily due to an increase in endorsed but not yet due receivables[7] - Prepayments rose by 60.45%, with an absolute increase of ¥82,015,100, mainly due to higher advance payments for goods[7]

Financial Performance - The company's operating revenue for 2022 was ¥2,509,171,932.67, representing a 6.98% increase compared to ¥2,345,458,993.11 in 2021[21]. - The net profit attributable to shareholders was -¥175,996,805.92 in 2022, a decrease of 340.06% from ¥73,314,574.33 in 2021[21]. - The net cash flow from operating activities increased by 52.96% to ¥377,416,659.60 in 2022, up from ¥246,743,802.53 in 2021[21]. - The basic earnings per share for 2022 was -¥0.16, a decline of 328.57% from ¥0.07 in 2021[21]. - Total assets at the end of 2022 were ¥3,877,108,863.41, down 4.73% from ¥4,069,421,166.85 at the end of 2021[21]. - The net assets attributable to shareholders decreased by 13.84% to ¥1,538,639,572.79 at the end of 2022, compared to ¥1,785,836,479.80 at the end of 2021[21]. - The company reported a significant drop in net profit after deducting non-recurring gains and losses, with a figure of -¥212,862,617.24 in 2022 compared to ¥7,296,140.06 in 2021, a decrease of 3,017.47%[21]. - The gross profit margin decreased to 45.88%, down by 4.93 percentage points compared to the previous year, primarily due to increased sales discounts and rising raw material prices[50]. Market and Product Development - The company reported a significant decline in newborn numbers, impacting the infant formula market, and plans to leverage existing resources to expand market presence and sales scale[4]. - The company is operating in a favorable environment for the maternity and infant industry, supported by government policies encouraging childbirth and reducing childcare costs[31]. - The main product category, infant formula, generated a revenue of 2.276 billion yuan, with a year-on-year increase of 7.55%[36]. - The infant formula market in China is expected to see significant growth as demand shifts from first and second-tier cities to third and fourth-tier cities[38]. - The company is focusing on enhancing its R&D capabilities and has a strong pipeline of new products to meet consumer demands[39]. - The company has completed the registration of 10 key series and 30 products under the new national standards, with ongoing registration for other products[38]. Corporate Governance and Management - The company’s financial report is guaranteed to be true, accurate, and complete by its management team, ensuring accountability[4]. - The company has established a robust information disclosure system, ensuring timely and accurate communication with investors through designated platforms[110]. - The company is committed to enhancing corporate governance by adhering to relevant laws and regulations, thereby protecting the rights of minority shareholders[105]. - The company has implemented performance evaluation and incentive mechanisms to ensure accountability and motivation among its management[111]. - The company maintains independence from its controlling shareholder, ensuring no interference in decision-making processes[107]. - The company has established a fair and transparent performance evaluation and incentive mechanism for senior management[112]. Financial Management and Investments - The company will not distribute cash dividends or issue bonus shares, focusing on reinvestment for growth[7]. - The company has committed to invest a total of 120,000,000 CNY, with 25,230,460 CNY already invested, achieving a progress rate of 21.02%[90]. - The company raised a total of ¥258,854,998.50 from a private placement, with a net amount of ¥252,304,573.30 after deducting issuance costs[86]. - The company has significant restricted assets totaling ¥1,109,258,502.25, primarily due to loan collateral[80]. - The company has not reported any major asset or equity sales during the reporting period[93][94]. Operational Challenges and Risks - The company’s net profit turned from profit to loss in 2022 due to various operational challenges, but it continues to pursue growth opportunities[36]. - The company is aware of potential food safety risks and maintains a high standard of quality control throughout the production process[6]. - The company reported a significant decrease in sales volume for other products, down 76.04% year-on-year, attributed to a sharp decline in new orders[56]. - The company is facing a pending economic dispute involving a sales contract with a claim amount of 1.28 million, currently in the execution phase[188]. Social Responsibility and Environmental Impact - The company donated over 2.6 million yuan to various charitable organizations during the reporting period[167]. - The company has been actively involved in social responsibility initiatives, including the "Love Baby" and "Parenting" projects, since 1993[167]. - The company has implemented clean production practices and has passed certifications for clean production, energy management, and environmental management systems[166]. - The company and its subsidiaries are not classified as key pollutant discharge units by local environmental authorities[165]. Shareholder Engagement and Meetings - The company held three shareholder meetings during the reporting period, ensuring equal treatment of all shareholders and facilitating their rights[106]. - The participation rate of investors in the 2022 first extraordinary general meeting was 24.68%[117]. - The board of directors convened eight meetings, with a composition of 8 members, including 3 independent directors, complying with legal and regulatory requirements[108]. Related Party Transactions and Compliance - The company engaged in related party transactions amounting to 24.38 million, accounting for 53.50% of similar transactions, with a total approved limit of 22 million[191]. - The company has frozen 53 million shares, representing 26.98% of the total shares held by its controlling shareholder, due to a court enforcement application[190]. - The company has implemented corrective measures for the identified control deficiencies[162].

Financial Performance - The company's revenue for the first half of 2024 reached approximately ¥1.42 billion, representing a 5.61% increase compared to ¥1.34 billion in the same period last year[19]. - Net profit attributable to shareholders increased by 16.41% to approximately ¥51.54 million, up from ¥44.27 million in the previous year[19]. - The net profit after deducting non-recurring gains and losses rose by 39.50% to approximately ¥38.52 million, compared to ¥27.61 million in the same period last year[19]. - Basic earnings per share increased by 25.00% to ¥0.05, up from ¥0.04 in the same period last year[19]. - The gross profit margin for the main business was 42.27%, with a year-on-year increase of 5.39% in main business income[35]. - The company achieved a revenue of CNY 1.42 billion in the first half of 2024, representing a year-on-year growth of 5.61%[45]. - The sales volume of milk powder increased by 36.59% year-on-year, reaching 13,671.91 tons, while production volume rose by 28.08% to 14,188.21 tons[39]. - The company reported a significant increase in sales volume for rice flour products, which surged by 185.46% year-on-year to 831.85 tons[40]. - The company reported a net investment of ¥58,867,247.06 during the reporting period, a 47.51% increase compared to the previous year[60]. - The company reported a total revenue of 1,772.84 million yuan for the period, with a significant portion attributed to transactions with its parent company[97]. Cash Flow and Financial Position - The company's operating cash flow net amount was approximately ¥201.51 million, reflecting a 13.89% increase from ¥176.94 million in the previous year[19]. - Cash and cash equivalents decreased by 79.95% to ¥20,035,032.32, primarily due to lower net cash flow from operating activities[48]. - The company's total assets at the end of the reporting period were approximately ¥3.80 billion, a decrease of 4.98% from ¥4.00 billion at the end of the previous year[19]. - The company’s financial expenses surged by 106.51% to CNY 22.56 million, mainly due to exchange losses[47]. - The ending balance of cash and cash equivalents increased to CNY 847,654,034.78 from CNY 706,551,066.00 year-over-year[153]. - The total liabilities decreased to CNY 2,217,204,671.72 from CNY 2,360,257,511.45, a decrease of approximately 6.0%[138]. - The company’s total assets at the end of the first half of 2024 are CNY 2,657,696,070.65, compared to CNY 2,707,821,154.64 at the end of the first half of 2023, reflecting a decrease of about 1.9%[162]. Product Development and Market Strategy - The company has completed the second formula registration for its major products, including "Beingmate Aijia," "Keruixin," and "Jingai" infant formula[26]. - The company is actively developing new products in the fields of nutritional rice flour and adult milk powder, expanding its product offerings in maternal and infant nutrition[26]. - The company plans to strengthen its presence in the maternal and infant products market through brand licensing and innovative product development[26]. - The company has established a data platform to empower terminal operations, focusing on personalized nutrition and precise formulation technology to drive high-quality development in the nutrition industry[27]. - The company has successfully completed global brand certification on Amazon, expanding its product offerings into the North American market[27]. - The company aims to enhance brand visibility through collaborations and media campaigns, focusing on creating popular products to drive sales[71]. Operational Efficiency and Management - The company has restructured its management and marketing strategies, enhancing operational efficiency and laying a solid foundation for future performance growth[27]. - The company is committed to improving operational efficiency and reducing costs through systematic improvements and information technology integration[71]. - The company plans to continue optimizing its organizational structure and reforming its compensation system to enhance team effectiveness and shareholder value[72]. - The company has implemented a long-term talent assessment and planning system to align employee interests with those of shareholders[72]. Shareholder and Corporate Governance - The company did not distribute cash dividends or issue bonus shares for the half-year period, nor did it increase capital through reserves[77]. - A total of 782 employees participated in the employee stock ownership plan, holding a total of 8,380,030 shares, representing 0.78% of the company's total equity[80]. - The company held its first temporary shareholders' meeting on January 30, 2024, with an investor participation rate of 28.69%[75]. - The annual shareholders' meeting on May 21, 2024, had a participation rate of 23.08%[75]. - The company has undergone a change in its board and management personnel, with several new appointments effective May 21, 2024[76]. Social Responsibility and Community Engagement - The company has been focused on the infant and child sector since its establishment in 1992, emphasizing the importance of maternal happiness and successful child-rearing as its core value[84]. - The company has initiated three major social welfare projects: "Love Baby Project," "育婴工程" (Child Rearing Project), and "亲母工程" (Mother Care Project) to support families and promote healthy growth for children[85]. - The company emphasizes the importance of scientific and safe products and services in the infant and child industry as a key social responsibility[85]. - The company has actively engaged in promoting parent-child culture through international forums and discussions, enhancing awareness of traditional Chinese parenting culture[85]. Risks and Challenges - The company faces risks from declining birth rates, which could weaken demand in the infant product market, necessitating strategic adjustments[70]. - To counteract market changes, the company plans to develop a new product matrix targeting adult nutrition needs and expand its marketing strategies[71]. Compliance and Regulatory Matters - The company has not faced any environmental penalties during the reporting period and has maintained compliance with environmental regulations[83]. - The company reported no significant litigation or arbitration matters during the reporting period[92]. - The company has no violations regarding external guarantees during the reporting period[89]. - The company has not experienced any bankruptcy restructuring matters during the reporting period[91].

Financial Performance - Revenue for Q1 2025 was CNY 727.74 million, a 1.01% increase compared to CNY 720.46 million in the same period last year[5] - Net profit attributable to shareholders increased by 93.87% to CNY 42.80 million from CNY 22.07 million year-on-year[5] - Operating cash flow net amount rose by 101.53% to CNY 166.42 million, compared to CNY 82.58 million in the previous year[5] - Basic earnings per share doubled to CNY 0.04 from CNY 0.02 in the same period last year[5] - Total operating revenue for the current period reached ¥727,744,363.89, a slight increase from ¥720,455,358.38 in the previous period, representing a growth of approximately 0.18%[33] - Operating profit increased to ¥51,460,138.11, compared to ¥28,986,831.76 in the previous period, marking a growth of approximately 77.4%[34] - Net profit for the current period was ¥45,483,601.85, up from ¥24,465,526.74, indicating an increase of around 85.9%[34] - The net profit attributable to the parent company was CNY 42,796,120.16, an increase of 93.5% compared to CNY 22,074,986.63 in the previous period[35] - The total comprehensive income attributable to the parent company was CNY 44,395,669.73, up from CNY 30,377,354.66, reflecting a growth of 46.2%[35] Cash Flow and Liquidity - Cash and cash equivalents increased by 197.33% to CNY 48.73 million, driven by improved cash flows from operating, investing, and financing activities[23] - Cash flow from operating activities generated a net cash inflow of CNY 166,421,600.28, compared to CNY 82,577,692.15 in the previous period, marking a growth of 101.5%[36] - Cash and cash equivalents at the end of the period reached CNY 1,239,782,600.47, up from CNY 664,071,039.75, indicating an increase of 86.5%[38] - The net cash outflow from investing activities was CNY -10,891,179.59, an improvement from CNY -172,218,066.11 in the previous period[37] - The net cash inflow from financing activities was CNY 403,259.29, a recovery from a net outflow of CNY -71,985,957.99 in the previous period[38] Research and Development - Research and development expenses increased by 130.08% to CNY 60.00 million, reflecting higher investment in R&D[14] - Research and development expenses rose significantly to ¥6,036,475.71 from ¥2,623,635.13, an increase of approximately 130.5%[34] Shareholder Information - The total number of common shareholders at the end of the reporting period is 113,342, with no preferred shareholders having restored voting rights[24] - The largest shareholder, Beingmate Group Co., Ltd., holds 12.28% of the shares, amounting to 132,629,471 shares, with 98.85% of its holdings (131,105,171 shares) pledged or frozen[26] - The second-largest shareholder, Changhong Investment Fund, holds 2.03% of the shares, totaling 21,969,300 shares[24] - The top ten shareholders collectively hold a significant portion of the company's shares, with the largest ten shareholders accounting for a substantial percentage of the total equity[25] - The company has not disclosed any changes in the participation of the top ten shareholders in margin financing and securities lending activities[25] Legal and Regulatory Matters - The company has experienced judicial freezes on shares held by its controlling shareholder due to legal disputes, affecting a total of 44,200 shares and 36,969,743 shares[26] - The company plans to implement new accounting standards starting from 2025, which may impact financial reporting[39] Strategic Initiatives - The company supports the establishment of an industrial incubation fund by its controlling shareholder's subsidiary, aiming to enhance investment risk management and strategic alignment[27] - As of the announcement date, the industrial fund's registration procedures have not been completed, and the company will disclose significant developments related to the fund[27] - The company is focused on expanding its market presence and developing new products within its maternal and infant ecosystem strategy[27] - The company is committed to ensuring the interests of all shareholders, particularly minority shareholders, in any future acquisitions related to the incubation fund[27]

Industry Risks and Challenges - The infant formula industry faces risks such as declining newborn numbers, intense brand competition, and high operational costs, prompting the company to leverage existing resources to expand market share and enhance cost management [5]. - The company plans to strengthen accounts receivable collection and improve asset liquidity management to mitigate financial risks associated with high liquidity requirements in the consumer goods sector [6]. - The company emphasizes product quality control throughout the production process to address food safety risks, ensuring compliance with its quality policy [7][8]. - The company is focused on improving asset management to reduce potential liquidity risks in future operations [6]. - The company’s strategic focus includes market expansion and the development of new products and technologies to enhance its market position [5]. Financial Performance - The company's operating revenue for 2024 reached ¥2,773,430,491.70, representing a 9.70% increase compared to ¥2,528,157,007.97 in 2023 [24]. - The net profit attributable to shareholders for 2024 was ¥102,935,320.60, a significant increase of 116.92% from ¥47,453,066.89 in 2023 [24]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥79,306,120.65, up 334.44% from ¥18,254,814.31 in 2023 [24]. - The net cash flow from operating activities for 2024 was ¥497,416,870.03, an increase of 20.28% compared to ¥413,551,954.78 in 2023 [24]. - Basic earnings per share for 2024 were ¥0.10, a 150.00% increase from ¥0.04 in 2023 [24]. - Total assets at the end of 2024 were ¥4,041,710,691.26, reflecting a 0.99% increase from ¥3,900,099,864.43 at the end of 2023 [24]. - The net assets attributable to shareholders decreased by 1.59% to ¥1,565,669,995.95 at the end of 2024 from ¥1,590,911,074.60 at the end of 2023 [24]. Operational Adjustments and Strategies - The company will not distribute cash dividends, issue bonus shares, or increase capital through reserves [9]. - The company has classified certain properties as "investment properties," which will be adjusted to "fixed assets" and "intangible assets" due to non-compliance with accounting standards [26]. - The company has completed a full industry chain layout, integrating research, production, and sales [40]. - The company is focusing on expanding its product categories, including children's powder, adult powder, diapers, and wet wipes [46]. - The company has established a strong research and development capability, with 45 registered infant formula products and 4 special medical purpose formula products, enhancing its product portfolio and market competitiveness [62]. Market and Product Development - The company achieved a total revenue of 2.773 billion yuan in the reporting period, representing a 9.7% increase compared to the previous year [46]. - Revenue from infant formula reached 2.508 billion yuan, reflecting a growth of 7.33% year-on-year [46]. - The company is actively exploring strategic partnerships and collaborations to optimize its product structure and increase production capacity, focusing on ODM and OEM business models [50]. - The company has completed the registration of all infant formula products under the new national standards, enhancing its competitive edge in product innovation and compliance [50]. - The company is focusing on developing functional health products, including A2 milk and hydrolyzed whey protein, to enhance product quality and meet market demands [86]. Governance and Management - The company is committed to improving its governance structure and enhancing transparency in information disclosure to protect the rights of investors [122]. - The company has developed a market value management system and disclosed its valuation enhancement plan [120]. - The company held four shareholder meetings during the reporting period, ensuring equal treatment of all shareholders and compliance with relevant regulations [123]. - The board of directors convened nine meetings, with a composition of 8 members, including 3 independent directors, adhering to legal and regulatory requirements [125]. - The company has established a transparent performance evaluation and incentive mechanism for senior management, ensuring compliance with legal standards [129]. Employee and Compensation Structure - The company has implemented an employee stock ownership plan, with 782 employees holding a total of 8,380,030 shares, representing 0.78% of the company's total equity [166]. - The employee stock ownership plan was executed at a price of ¥2.18 per share, with a total grant expense of ¥17,430,462.36, to be amortized over a 12-month lock-up period [168]. - The company has maintained a consistent compensation structure for senior management, adhering to the 2022 management guidelines [148]. - The total number of employees at the end of the reporting period is 1,942, with 787 in the parent company and 1,155 in major subsidiaries [159]. - The professional composition includes 724 production personnel, 806 sales personnel, 308 technical personnel, 39 financial personnel, and 65 administrative personnel [159]. Related Party Transactions and Commitments - The company is involved in various related party transactions, including procurement of goods and services, which are priced at fair market value [198]. - The company has reported a high percentage of related party transactions, indicating a strong reliance on its controlling shareholder for operational needs [198]. - The actual controller, Mr. Xie Hong, has committed to not engaging in any competitive business activities with the company or its subsidiaries [183]. - Beiyinmei Group will not support any third parties in engaging in competitive activities with the company [183]. - The commitments made by Beiyinmei Group and Mr. Xie Hong are intended to avoid any conflicts of interest and ensure the company's interests are protected [182][183].

Financial Performance - The company's operating revenue for 2023 was approximately ¥2.53 billion, representing a 0.76% increase compared to ¥2.51 billion in 2022[22]. - The net profit attributable to shareholders for 2023 was approximately ¥47.45 million, a significant turnaround from a loss of ¥176 million in 2022, marking a 126.97% improvement[22]. - The net cash flow from operating activities increased by 9.57% to approximately ¥413.55 million in 2023, up from ¥377.42 million in 2022[22]. - Basic and diluted earnings per share for 2023 were both ¥0.04, a 125% increase from a loss of ¥0.16 per share in 2022[22]. - Total assets at the end of 2023 were approximately ¥4.00 billion, reflecting a 3.23% increase from ¥3.88 billion at the end of 2022[22]. - The net assets attributable to shareholders increased by 3.40% to approximately ¥1.59 billion at the end of 2023, compared to ¥1.54 billion at the end of 2022[22]. - The company reported a total revenue of 11,550 million yuan from its subsidiary Beimei, with a net loss of 10,548 million yuan[95]. - The company reported a significant discrepancy between the net profit forecast and the actual results, leading to a transition from profit to loss[127]. Market and Product Development - The company reported a significant decline in newborn numbers, impacting the infant formula market, with intensified brand competition and high operational costs[4]. - The company is committed to expanding its market presence and sales scale by leveraging existing resources and advantages[4]. - The infant formula market is expected to see significant growth as demand shifts from first and second-tier cities to third and fourth-tier cities[40]. - The company continues to focus on R&D for new products, including special medical formula milk powder and various nutritional products[36]. - The company has completed the registration of all infant formula products under the new national standards[40]. - The company aims to enhance its brand image and expand into related product categories through partnerships and brand licensing[39]. - The company plans to expand its product matrix to meet the nutritional needs of adults and accelerate the research and industrialization of special medical purpose formula foods[97]. Operational Efficiency and Cost Management - The company plans to enhance cost management and expense control to improve competitiveness in the market[4]. - The company aims to strengthen the recovery of accounts receivable and improve asset liquidity management to mitigate financial risks[5]. - The company has implemented strategic procurement management, categorizing materials into four types to optimize supply chain efficiency[38]. - The company aims to enhance operational efficiency by optimizing its industrial layout and reducing operational costs[98]. - The company reported a decrease in operating costs to 1.338 billion yuan, down 1.46% year-on-year[53]. Governance and Compliance - The company adheres to strict governance practices, ensuring transparency and fairness in information disclosure to protect investor rights[105]. - The company ensures compliance with information disclosure regulations, providing timely and accurate information to shareholders through designated platforms[110]. - The company has established a fair and transparent performance evaluation and incentive mechanism for senior management[112]. - The company has implemented a system for insider information registration during the preparation of periodic reports[113]. - The company has revised its governance documents to align with the latest legal regulations, ensuring no significant discrepancies exist[114]. Social Responsibility and Environmental Compliance - The company emphasizes its commitment to providing high-quality products for children while promoting parent-child culture in families[162]. - The company has actively engaged in social responsibility initiatives, including support for special needs infants and disaster relief efforts[161]. - The company has implemented measures to ensure compliance with environmental protection laws and has achieved relevant certifications[159]. - The company’s subsidiaries are not classified as key pollutant discharge units by environmental authorities[159]. - The company recognizes its social responsibility in the baby and child industry, emphasizing love and care in its operations[162]. Shareholder and Management Structure - The company will not distribute cash dividends or issue bonus shares, nor will it increase share capital from reserves[7]. - The company has undergone multiple subsidiary cancellations, which had no significant impact on overall operations[96]. - The company has established a management method for senior management remuneration and assessment for 2022[130]. - The total number of employees at the end of the reporting period is 2,080, with 918 in the parent company and 1,162 in major subsidiaries[141]. - The company has a diverse management team with members holding various academic and professional qualifications, enhancing its operational capabilities[127]. Investment and Financial Activities - The company invested ¥390,000 to acquire a 39% stake in Hangzhou Yueligou Supermarket Co., Ltd. in April 2023[64]. - The company has committed to a project with an annual production capacity of 20,000 tons of formula milk, expected to be operational by 2024[88]. - The company has utilized 94.19 million yuan of self-raised funds for pre-investment in fundraising projects, which will be replaced by raised funds[89]. - The company has not engaged in any entrusted financial management during the reporting period[199]. - The total amount of external guarantees approved during the reporting period is CNY 175 million, with actual guarantees amounting to CNY 7.29 million[197].