祖名豆制品股份有限公司 控股子公司管理制度 祖名豆制品股份有限公司 控股子公司管理制度 第一章 总则 第一条 为了加强祖名豆制品股份有限公司（以下简称"公司"）的内部控 制，加强对子公司的管理控制，规范子公司行为，保证子公司规范运作和依法经 营，促进公司规范运作和健康发展，保护投资者合法权益，根据《中华人民共和 国公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以下简 称"《证券法》"）、《深圳证券交易所股票上市规则》（以下简称"《上市规 则》"）、《深圳证券交易所上市公司规范运作指引》（以下简称"《规范运作 指引》"）等法律、行政法规、部门规章、规范性文件和《祖名豆制品股份有限 公司章程》（以下简称"公司章程"）规定，特制定本制度。 第二条 本制度所称控股子公司是指根据公司总体战略规划、业务发展需要 而依法设立的由公司投资控股或实质控股的具有独立主体资格的公司，其设立 和组织形式包括： （一）独资设立的全资子公司； 第三条 本制度适用于公司及控股子公司。公司股东会、董事会通过的各项 决策及管理制度适用于控股子公司。控股子公司应当执行公司对控股子公司的各 项制度规定。 第四条 公司作为出资人，以 ...

祖名豆制品股份有限公司 关联交易管理制度 祖名豆制品股份有限公司 关联交易管理制度 第一章 总则 第一条 为进一步规范祖名豆制品股份有限公司（以下简称"公司"）关联 交易管理，明确关联交易决策程序和管理职责与分工，维护公司、公司股东和债 权人的合法利益，特别是中小投资者的合法利益，保证公司与关联方之间订立的 关联交易合同符合公平、公正、公开的原则，根据《中华人民共和国公司法》（以 下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、《上 市公司治理准则》《企业会计准则--关联方关系及其交易的披露》（以下简称"《企 业会计准则》"）、《深圳证券交易所股票上市规则》（以下简称"《上市规则》"）、 《深圳证券交易所上市公司规范运作指引》（以下简称"《规范运作指引》"）等有 关法律、行政法规、部门规章及规范性文件和《祖名豆制品股份有限公司章程》 （以下简称"公司章程"）的相关规定，特制订本制度。 （一）直接或间接地控制公司的法人或其他组织；； （二）由前项所述法人或其他组织直接或间接控制的除公司及公司控股子公 司以外的法人或其他组织； （三）由第六条所列公司的关联自然人直接或间接控制的，或担任 ...

Group 1 - The agricultural processing sector increased by 1.24% on August 19, with Yichang Mohu leading the gains [1] - The Shanghai Composite Index closed at 3727.29, down 0.02%, while the Shenzhen Component Index closed at 11821.63, down 0.12% [1] - Key stocks in the agricultural processing sector showed significant gains, with Yichang Mohu rising by 5.23% and closing at 40.47 [1] Group 2 - Major stocks that declined included Zhongliang Technology, which fell by 2.04% to 6.25, and Guangnong Sugar Industry, down 1.36% to 7.96 [2] - The agricultural processing sector experienced a net outflow of 460 million yuan from institutional investors, while retail investors saw a net inflow of 507 million yuan [2][3] - The stock with the highest net inflow from retail investors was Yichang Mohu, with a net inflow of 1390.69 million yuan [3]

| 代码 | 名称 | 收盘价 | 涨跌幅 | 成交量(手) | 成交额(元) | | | --- | --- | --- | --- | --- | --- | --- | | 605198 | 安德利 | 51.81 | 8.98% | 6.15万 | | 3.07亿 | | 600191 | 一周边 | 7.72 | 0.65% | 6.09万 | 4666.43万 | | | 300138 | 晨光生物 | 13.14 | 0.00% | 7.59万 | 9999.93万 | | | 002852 | 道道全 | 12.13 | -0.16% | 21.77万 | | 2.63亿 | | 002286 | 保龄宝 | 10.53 | -0.57% | 8.74万 | 9238.66万 | | | 300175 | ST朗源 | 5.06 | -0.98% | 4.87万 | 2486.14万 | | | 600737 | 中粮糖业 | 9.79 | -1.51% | 18.32万 | | 1.80亿 | | 003030 | 祖名股份 | 19.07 | -1.55% | 1.88万 | 3620.6 ...

Core Viewpoint - Zunming Co., Ltd. (003030.SZ) has disclosed its performance forecast for the first half of 2025, indicating a projected revenue increase but continued net losses [1] Financial Performance Summary - The company expects to achieve operating revenue between 90.5 million and 91.5 million yuan, representing a year-on-year growth of 19.54% to 20.86% [1] - The net profit attributable to shareholders is projected to be a loss of 9 million to 11 million yuan, compared to a loss of 7.5687 million yuan in the same period last year [1][2] - The net profit after deducting non-recurring gains and losses is expected to be a loss of 10.5 million to 12.5 million yuan, compared to a loss of 8.9403 million yuan in the previous year [1][2] - Basic earnings per share are projected to be a loss of 0.07 to 0.09 yuan per share, compared to a loss of 0.06 yuan per share last year [2] Historical Financial Data - In 2024, Zunming Co., Ltd. reported total operating revenue of 1.664 billion yuan, an increase of 12.58% year-on-year [3] - The net profit attributable to shareholders for 2024 was a loss of 25.14 million yuan, a decline of 162.12% compared to a profit of 40.46 million yuan in the previous year [3] - The net profit after deducting non-recurring gains and losses was a loss of 23.23 million yuan, down 160.13% from a profit of 38.63 million yuan in the previous year [3] - The net cash flow from operating activities was 106.85 million yuan, a decrease of 39.44% year-on-year [3] Capital Raising and Use of Funds - The company raised a total of 474 million yuan from its initial public offering, with a net amount of 405 million yuan after deducting issuance costs [4] - Of the raised funds, 340 million yuan is allocated for the technical transformation project of an 80,000-ton fresh soybean product production line, and 65.23 million yuan is designated for the improvement of the soybean product research and testing center [4]

Core Viewpoint - Zunming Soy Products Co., Ltd. (stock code: 003030.SZ) is expected to achieve a revenue of 905 million to 915 million yuan in the first half of 2025, representing a year-on-year growth of 19.54% to 20.86% [1][2] Group 1: Financial Performance - The company anticipates a significant reduction in losses for Q2 2025, with a decrease of 71% to 82% compared to the same period last year, and a reduction of 14% to 48% compared to Q1 2025 [1] - The company has a strong production capacity with over 15 million tons of annual soybean processing capability, supported by seven production bases across various regions [1] Group 2: Strategic Initiatives - Zunming is actively expanding its sales channels and enhancing partnerships with major supermarkets, restaurant chains, and e-commerce platforms, promoting the integration of online and offline sales [1] - The company has introduced a small delivery model targeting community fresh convenience stores, life supermarkets, unit canteens, and small restaurants, which has improved service and effectively controlled terminal operations [1] - Zunming is focusing on strategic adjustments to support robust production and sales, with expectations of scale effects as production capacities in various bases are gradually released [1][2] Group 3: Competitive Positioning - In a market characterized by low concentration and intense competition, Zunming is strengthening its core competitiveness and building solid barriers [2] - The company relies on a comprehensive cold chain distribution system, digital management capabilities, a diversified product matrix, and ongoing R&D advantages to consolidate existing market channels [2] - Zunming aims to enhance the influence and coverage of its brand nationwide through cross-regional business expansion, with a focus on maintaining steady revenue growth and improving profitability [2]

[Core Data of 2025 Semi-Annual Performance Forecast](index=1&type=section&id=I.%E3%80%81Current%20Period%20Performance%20Forecast) The company forecasts an expanded net loss for the first half of 2025, with both attributable and non-recurring net profits showing increased deficits year-over-year Key Financial Performance Indicators | Item | Current Reporting Period (Jan 1 - Jun 30, 2025) | Prior Year Period | | :--- | :--- | :--- | | **Net Profit Attributable to Shareholders** | Loss: 9 million - 11 million yuan | Loss: 7.5687 million yuan | | **Net Profit After Deducting Non-Recurring Gains and Losses** | Loss: 10.5 million - 12.5 million yuan | Loss: 8.9403 million yuan | | **Basic Earnings Per Share** | Loss: 0.07 - 0.09 yuan/share | Loss: 0.06 yuan/share | [Audit Status Explanation](index=1&type=section&id=II.%E3%80%81Communication%20with%20Accounting%20Firms) The financial data in this performance forecast represents preliminary estimates by the company's finance department and has not yet been pre-audited by a certified public accountant - The performance forecast data is a **preliminary estimate** by the company's finance department and has **not been pre-audited** by a certified public accountant[5](index=5&type=chunk) [Analysis of Performance Changes](index=1&type=section&id=III.%E3%80%81Explanation%20of%20Performance%20Changes) Despite an anticipated 19.54% to 20.86% year-over-year increase in operating revenue, the company's net profit remains a loss, primarily due to increased costs from new production bases in their capacity ramp-up phase, though the loss is expected to narrow in the second quarter - During the reporting period, the company expects to achieve operating revenue of **905 million to 915 million yuan**, representing a year-over-year increase of **19.54% to 20.86%**[6](index=6&type=chunk) - The primary reason for the net profit loss is that new production bases in Yangzhou, Guizhou, and Shanxi are still in their capacity ramp-up phase, leading to increased depreciation, amortization, energy consumption, and operating costs[6](index=6&type=chunk) - Performance shows an improving trend, with the Q2 2025 loss ratio expected to decrease by **71%-82%** year-over-year and **14%-48%** quarter-over-quarter compared to Q1 2025[7](index=7&type=chunk) [Risk Warning](index=2&type=section&id=IV.%E3%80%81Risk%20Warning%20and%20Other%20Related%20Explanations) The company advises investors that this performance forecast is a preliminary estimate, with final accurate financial data to be disclosed in the official 2025 semi-annual report, urging investors to exercise caution and be aware of investment risks - The company warns that this performance forecast is a **preliminary estimate**, with specific data subject to the official 2025 semi-annual report, and advises investors to be aware of investment risks[8](index=8&type=chunk)

Group 1 - Beijing Zuming Bean Products Co., Ltd. has been established with Li Guoping as the legal representative [1] - The company's business scope includes food production, food sales, and wholesale of edible agricultural products [1] - Zuming Bean Products Co., Ltd. is wholly owned by Zuming Co., Ltd. (stock code: 003030) [1]

Core Viewpoint - The recent announcement by Zunming Co., Ltd. regarding the transfer of 50.83% equity in Zunming Xiangxiang indicates a strategic retreat due to financial struggles and declining profitability [1][3][7] Group 1: Financial Performance - Zunming Xiangxiang has accumulated losses of 29.16 million yuan since its establishment, with the company facing high debt levels and cash significantly lower than short-term liabilities [1][2] - In 2024, Zunming Xiangxiang reported revenue of 72.03 million yuan but incurred a loss of 23.52 million yuan, while the first quarter of 2025 showed revenue of 21.69 million yuan with a loss of 0.38 million yuan [2] - Zunming Co. itself reported a loss of 25.14 million yuan in 2024 and a further loss of 5.91 million yuan in the first quarter of 2025 [2] Group 2: Expansion Strategy - Since its IPO in January 2021, Zunming Co. has pursued aggressive expansion, establishing production bases in various regions, including Jiangsu, Hubei, Shanxi, Guizhou, and Beijing [3] - The establishment of Zunming Xiangxiang was part of a strategy to penetrate the Beijing-Tianjin-Hebei market, which has now been reversed with the equity transfer [3][4] Group 3: Operational Challenges - Despite an increase in production capacity, Zunming Co. has seen a decline in the utilization rates of its facilities, with actual utilization rates for fresh bean products at only 40% and for plant protein beverages at 35% [5][6] - The company has faced a significant drop in profit margins, with gross margin decreasing from 33% in 2020 to 22.74% in 2024, and net margin falling from 8% to 2.34% over the same period [6] Group 4: Debt and Financial Health - Zunming Co.'s debt-to-asset ratio has risen from approximately 40% at the time of its IPO to 55.61% in 2024, indicating increasing financial pressure [6] - The company has 1.42 billion yuan in cash against short-term interest-bearing liabilities of 6.56 billion yuan, resulting in a cash-to-short-term debt ratio of only 0.22 [6]

Core Viewpoint - Company has signed a share transfer agreement and a contract termination agreement with Beijing Xiangxiang Unique Food Factory, resulting in the transfer of 50.83% equity in Beijing Zunming Xiangxiang Soy Products Co., Ltd. to the partner, and the company will no longer hold any equity in Zunming Xiangxiang after the transaction [1][2][7] Group 1: Overview of Cooperation - The registered capital of Zunming Xiangxiang is RMB 120 million, with the company contributing RMB 61 million in cash [1][2] - The cooperation was established based on previous announcements regarding the establishment of a joint venture [1] Group 2: Reasons for Termination - The decision to terminate the cooperation was made based on the company's development strategy and the actual operating conditions of Zunming Xiangxiang, with the agreement signed on June 14, 2025 [2][7] Group 3: Basic Information of the Counterparty - Beijing Xiangxiang Unique Food Factory is a cooperative enterprise established in September 1999, with a registered capital of RMB 9 million [2][6] - The main shareholders include Tao Chunxiang (49%), Chen Xinchang (22.95%), and Chen Jie (20.40%) [2][6] Group 4: Financial Data of the Counterparty - Total assets: RMB 64.69 million, net assets: RMB 10.92 million, operating income: RMB 90.81 million, and net profit: RMB 3.20 million for the last year [4][6] Group 5: Basic Information of the Target Company - Zunming Xiangxiang was established on April 17, 2023, with a registered capital of RMB 120 million [6][7] - The company operates in food sales and technology services, with its registered address in Beijing [6][7] Group 6: Share Transfer Agreement Details - The share transfer price is based on the company's paid-in capital of RMB 61 million, adjusted for accumulated losses [8][9] - The payment for the share transfer will be made in installments, with the first payment of RMB 10 million due within 5 working days after the special audit [8][9] Group 7: Impact on the Company - The termination of cooperation and share transfer will not affect the company's development strategy or financial status, and the company will continue to operate in the Beijing-Tianjin-Hebei market [11]