广发证券股份有限公司 关于 厦门金达威集团股份有限公司 向不特定对象发行可转换公司债券 之 上市保荐书 二零二五年九月 厦门金达威集团股份有限公司 上市保荐书 声 明 广发证券股份有限公司（以下简称"广发证券"、"保荐人"或"保荐机构"） 及具体负责本次证券发行上市项目的保荐代表人已根据《中华人民共和国公司 法》《中华人民共和国证券法》等法律、法规和中国证监会及深圳证券交易所的 有关规定，诚实守信，勤勉尽责，严格按照依法制订的业务规则和行业自律规范 出具本上市保荐书，并保证本上市保荐书的真实、准确、完整。 如无特别说明，本上市保荐书中所有简称和释义，均与《厦门金达威集团股 份有限公司向不特定对象发行可转换公司债券募集说明书》一致。 9-4-1 | 六、保荐机构认为应当说明的其他事项 31 | | --- | 厦门金达威集团股份有限公司 上市保荐书 第一节 本次证券发行基本情况 一、发行人基本情况 （一）发行人基本信息 | 公司名称（中文） | 厦门金达威集团股份有限公司 | | --- | --- | | 公司名称（英文） | Xiamen Kingdomway Group Company | | 上市交易所 ...

关于厦门金达威集团股份有限公司 向不特定对象发行可转换公司债券并在深圳证券交易所上市的 法 律 意 见 书 福建至理律师事务所 地址:福州市鼓楼区洪山园路华润万象城三期 TB#写字楼 22 层 邮政编码: 350025 电话: （86 591）8806 5558 传真: (86 591) 8806 8008 网址: www.zenithlawyer.com 福建至理律师事务所 关于厦门金达威集团股份有限公司 向不特定对象发行可转换公司债券并在深圳证券交易所上市的 法律意见书 闽理非诉字(2025)第 175 号 致: 厦门金达威集团股份有限公司 根据厦门金达威集团股份有限公司(以下简称发行人、公司、上市公司或 金达威）与福建至理律师事务所(以下简称本所)签订的《证券法律业务委托 协议书》,本所接受发行人的委托,指派林涵、韩叙律师(以下简称本所律师) 担任发行人申请向不特定对象发行可转换公司债券并在深圳证券交易所上市 (以下简称本次发行、本次发行上市)的专项法律顾问。根据《中华人民共和 国证券法》(以下简称《证券法》)《中华人民共和国公司法》(以下简称 《公司法》）《上市公司证券发行注册管理办法》（以下简称《管 ...

Market Overview - On September 2, the food processing sector declined by 0.3% compared to the previous trading day, with Xianle Health leading the decline [1] - The Shanghai Composite Index closed at 3858.13, down 0.45%, while the Shenzhen Component Index closed at 12553.84, down 2.14% [1] Stock Performance - The following stocks in the food processing sector showed notable performance: - ST Chuntian (600381) closed at 5.48, up 4.98% with a trading volume of 242,300 shares and a turnover of 132 million yuan [1] - Gai Shi Food (836826) closed at 14.23, up 4.10% with a trading volume of 157,300 shares and a turnover of 223 million yuan [1] - Huadong Co. (002840) closed at 11.39, up 3.17% with a trading volume of 348,600 shares and a turnover of 395 million yuan [1] - Xianle Health (300791) closed at 24.77, down 2.94% with a trading volume of 49,100 shares and a turnover of 123 million yuan [2] Capital Flow - The food processing sector experienced a net outflow of 77.54 million yuan from institutional funds, while retail investors saw a net inflow of 127 million yuan [2]

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected stock price increase of over 15% relative to the industry index in the next six months [6][19]. Core Insights - The company achieved impressive performance in H1 2025, with revenue of 1.728 billion yuan, a year-on-year increase of 13.46%, and a net profit attributable to shareholders of 247 million yuan, up 90.12% year-on-year [1][2]. - The company is the largest global producer of Coenzyme Q10, holding a market share of approximately 50%, and is expanding its production capacity through a convertible bond issuance plan to raise up to 1.292 billion yuan [4][5]. - The company is focusing on enhancing its product matrix and expanding its market presence, particularly in the domestic e-commerce sector, where sales have shown significant growth [2][4]. Financial Performance Summary - Revenue projections for 2025-2027 are 3.751 billion yuan, 4.379 billion yuan, and 4.988 billion yuan, with year-on-year growth rates of 15.8%, 16.7%, and 13.9% respectively [1][10]. - Net profit attributable to shareholders is expected to reach 505 million yuan, 690 million yuan, and 859 million yuan for the same period, with growth rates of 47.5%, 36.8%, and 24.4% respectively [1][10]. - The company's gross margin and net profit margin for H1 2025 were 40.45% and 14.31%, reflecting year-on-year increases of 3.42 and 5.77 percentage points [3]. Product and Market Development - The company has seen a significant recovery in its Vitamin A business, with revenue from this segment increasing by 213.06% year-on-year [2]. - The company is actively expanding its product offerings, including the construction of a new fermentation workshop for Coenzyme Q10 and the development of Allulose and Inositol products, which are expected to benefit from global health trends [4]. Investment Recommendations - The report forecasts that the company will achieve revenue of 3.751 billion yuan in 2025, with a corresponding P/E ratio of 24.8, maintaining the "Buy" rating [10].

Core Insights - The company Jin Dawei (002626) reported a significant increase in revenue and profit for the first half of 2025, with total revenue reaching 1.728 billion yuan, a year-on-year increase of 13.46%, and net profit attributable to shareholders of 247 million yuan, up 90.12% [1] - The company's gross margin improved to 40.45%, reflecting a year-on-year increase of 9.25%, while the net margin rose to 13.84%, an increase of 59.76% [1] - The company has a strong cash position, with cash and cash equivalents increasing by 160.44% to 1.664 billion yuan [1] Financial Performance - Total revenue for 2025 was 1.728 billion yuan, compared to 1.523 billion yuan in 2024, marking a 13.46% increase [1] - Net profit for 2025 was 247 million yuan, up from 130 million yuan in 2024, representing a 90.12% increase [1] - The company's operating cash flow per share increased by 133.48% to 0.54 yuan [1] Profitability Metrics - Gross margin for 2025 was 40.45%, up from 37.03% in 2024, a 9.25% increase [1] - Net margin improved to 13.84% from 8.66% in the previous year, a 59.76% increase [1] - The company's total expenses (selling, administrative, and financial) decreased by 9.24% to 3.58 billion yuan, accounting for 20.73% of revenue [1] Business Model and Operations - The company primarily engages in the research, production, and sales of nutritional health foods and feed additives, with a significant portion of its production occurring domestically and a high export ratio [6] - The company utilizes synthetic biology for the large-scale production of various raw materials, including Coenzyme Q10 and NMN, and aims to reduce production costs for competitive advantage [7] - In the health food sector, the company operates two major brands, Doctor's Best and Zipfizz, and has established a full industry chain from raw material supply to brand operation [8] Debt and Receivables - The company's interest-bearing debt reached 1.652 billion yuan, reflecting a 77.67% increase from the previous year [1] - The accounts receivable to profit ratio stood at 131.52%, indicating a need for monitoring the company's receivables situation [4]

2025年8月28日，金达威(002626.SZ)发布2025年中报。 | 序号 | 股东名称 | 持股比例 | | --- | --- | --- | | I | 厦门金达威投资有限公司 | 34.71% | | 2 | 中牧实业股份有限公司 | 18.68% | | 3 | 厦门安控地产集团有限公司 | 4.88% | | 4 | 香港中央结算有限公司 | 1.14% | | 5 | 招商银行股份有限公司-南方中证1000交易型开放式指数证券投资基金 | 0.46% | | ଚ | 深圳市升松蔓证券套务管理有限公司-必胜在年升1号和募套金 | 0.37% | | 7 | 应一城 | 0.35% | | 8 | 金飞来 | 0.31% | | 9 | 招商银行股份有限公司-华夏中证1000交易型开放式指数证券投资基金 | 0.27% | | 10 | MORGAN STANLEY & CO. INTERNATIONAL PLC. | 0.25% | 公司营业总收入为17.28亿元，在已披露的同业公司中排名第8，较去年同报告期营业总收入增加2.05亿 元，同比较去年同期上涨13.46%。归母净利润为2.47亿 ...

Market Overview - On August 28, the food processing sector rose by 0.06% compared to the previous trading day, with Jindawei leading the gains [1] - The Shanghai Composite Index closed at 3843.6, up 1.14%, while the Shenzhen Component Index closed at 12571.37, up 2.25% [1] Stock Performance - Jindawei (002626) closed at 20.49, with a gain of 6.28% and a trading volume of 276,600 shares, amounting to 559 million yuan [1] - Other notable performers included ST Chuntian (600381) with a 1.94% increase, and Xianle Health (300791) with a 1.89% increase [1] - Conversely, Kangbiter (833429) saw a decline of 2.45%, and Guangming Meat Industry (600073) fell by 1.83% [2] Capital Flow - The food processing sector experienced a net outflow of 150 million yuan from institutional investors, while retail investors saw a net inflow of 108 million yuan [2] - Speculative funds had a net inflow of 42.72 million yuan [2] Individual Stock Capital Flow - Jindawei had a net inflow of 59.92 million yuan from institutional investors, but a net outflow of 44.89 million yuan from retail investors [3] - Other stocks like Sanquan Food (002216) and Xiwang Food (000639) also showed varied capital flows, with Sanquan Food experiencing a net inflow of 3.43% from institutional investors [3]

Core Viewpoint - The issuance of "Jinwei Convertible Bonds" has a remarkably low subscription rate of 0.0024%, making it one of the most difficult bonds to acquire this year. The bond issuance is part of the company's expansion plan, but it is overshadowed by declining profit margins and increasing debt levels [1][2]. Fundraising and Strategic Expansion - Jinwei raised 1.292 billion yuan through the issuance of convertible bonds, marking its largest refinancing move in recent years. The high proportion of preferential allocation to existing shareholders (83.49%) indicates strong confidence from major shareholders, while also serving to protect their control [2][3]. - Approximately 60% of the raised funds will be directed towards specific construction projects, with a significant focus on expanding the production capacity of its flagship product, coenzyme Q10, and investing over 460 million yuan in new product areas such as allulose and inositol [2][3]. Financial Performance and Concerns - In the first half of 2025, Jinwei reported a revenue of 1.728 billion yuan, a year-on-year increase of 13.46%, and a net profit of 247 million yuan, up 90.12% [5]. - Despite the apparent growth, the company faces challenges regarding the quality of its earnings and assets, with a notable decline in the profitability of its core products [6][7]. - The gross margin of coenzyme Q10 has decreased from 77.57% in 2020 to 48.2% in 2024, indicating a loss of competitive advantage [10][13]. Debt and Cash Flow Issues - Jinwei's total liabilities reached 2.303 billion yuan in the first quarter of this year, a significant year-on-year increase of 48.74%. The company has experienced rapid debt growth for two consecutive years [14][15]. - The company has seen a sharp rise in short-term debt, with short-term borrowings increasing from 58 million yuan in 2023 to 661 million yuan in the first half of this year, reflecting a 252% increase [14][15]. - Cash flow from investment activities has been negative for four consecutive years, totaling 1.307 billion yuan, indicating financial strain due to aggressive expansion strategies [16]. Market Risks and Strategic Challenges - Jinwei's expansion into unfamiliar product areas such as allulose and inositol poses significant risks, as the company has not previously marketed these products [4]. - The sweetener market is highly competitive, and Jinwei's ability to capture market share as a latecomer remains uncertain, raising concerns about the synergy with its core business [4]. - The company has accumulated goodwill of 515 million yuan, which constitutes 11.9% of its net assets, primarily from acquisitions of overseas brands. However, there are risks of goodwill impairment if these acquisitions do not meet performance expectations [18][19]. Currency and Economic Exposure - Jinwei's overseas revenue reached 2.566 billion yuan in 2024, accounting for 79.2% of total revenue, making it vulnerable to currency fluctuations, particularly with the depreciation of the US dollar against the yuan [22]. - The company has benefited from foreign exchange gains in recent years, but potential shifts in currency trends could lead to losses, impacting overall profitability [22].

智通财经APP讯，金达威(002626.SZ)发布2025年半年度报告，报告期内，公司实现营业收入17.28亿 元，同比增长13.46%。实现归属于上市公司股东的净利润2.47亿元，同比增长90.12%。实现归属于上市 公司股东的扣除非经常性损益的净利润2.41亿元，同比增长86.10%。基本每股收益0.41元。 ...

Core Insights - The company achieved operating revenue of 1.728 billion yuan, representing a year-on-year growth of 13.46% [1] - The net profit attributable to shareholders reached 247 million yuan, showing a significant year-on-year increase of 90.12% [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 241 million yuan, reflecting an 86.10% year-on-year growth [1] - The basic earnings per share stood at 0.41 yuan [1]