北 京 上 海 深 圳 杭 州 广 州 昆 明 天 津 成 都 宁 波 福 州 西 安 南 京 南 宁 济 南 重 庆 苏 州 长 沙 太 原 武 汉 贵 阳 乌鲁木齐 郑 州 石家庄 合 肥 海 南 青 岛 南 昌 大 连 银 川 • 拉 孜 • 香 港 巴 黎 马德里 斯德哥尔摩 纽 约 广州市天河区华厦路 32 号太平洋金融大厦 19 楼 邮编：510620 电话：(+86)(20) 3879 9346 、38799348 传真：(+86)(20) 3879 9348-200 国浩律师(广州)事务所 关于汤臣倍健股份有限公司 2024 年第二次临时股东大会的法律意见 汤臣倍健股份有限公司： 根据中国证券监督管理委员会发布的《上市公司股东大会规则》(以下简称 《股东大会规则》)的要求，国浩律师(广州)事务所(以下简称"本所")接受汤 臣倍健股份有限公司(以下简称"汤臣倍健"或"公司")的委托，指派陈伟、林 嘉豪律师(以下简称"本所律师")出席汤臣倍健 2024 年第二次临时股东大会(以 下简称"本次股东大会")，对本次股东大会的召集与召开程序、出席会议人员 与召集人的资格、表决程序与表决结果等重要事项出具 ...

证券代码：300146 证券简称：汤臣倍健 公告编号：2024-061 二、公司前十名无限售条件股东持股情况 1 序号 股东名称 持股数量 （股） 持股比例 1 梁允超 710,611,742 41.78% 2 孙惠刚 55,524,526 3.26% 3 上海中平国瑀资产管理有限公司－上海中平国璟并购股权投 资基金合伙企业（有限合伙） 33,775,718 1.99% 4 香港中央结算有限公司 29,405,596 1.73% 5 易方达创业板交易型开放式指数证券投资基金 23,124,527 1.36% 6 齐鲁中泰私募基金管理有限公司－齐鲁中泰定增 2 号私募股 权基金 19,045,801 1.12% 7 陈宏 17,768,000 1.04% 8 梁水生 17,231,666 1.01% 9 汤臣倍健股份有限公司回购专用证券账户 15,736,987 0.93% 10 中证 500 交易型开放式指数证券投资基金 15,172,867 0.89% 一、公司前十名股东持股情况 汤臣倍健股份有限公司 关于回购股份事项前十名股东和前十名无限售条件股东 持股情况的公告 本公司及董事会全体成员保证信息披露的内容 ...

Investment Rating - The investment rating for By-health is maintained as BUY with a target price of RMB15.37, indicating a potential upside of 31% from the closing price of RMB11.71 as of August 9, 2024 [7][8]. Core Insights - By-health's revenue and net profit have declined significantly in the first half of 2024, with revenue at RMB4,610 million (-17.6% year-on-year) and attributable net profit at RMB890 million (-42.3% year-on-year) [3][4]. - The decline is attributed to a high base from the previous year and challenges in the company's omni-channel strategy, which includes a diverse product lineup facing competition across various e-commerce platforms [3][4]. - The company plans to focus on its main brand and Life-Space, consolidating offline sales channels and enhancing product differentiation to expand into lower-tier markets [3][4]. Financial Performance Summary - For 1H24, By-health's gross profit margin (GPM) fell to 68.6%, down 1.8 percentage points year-on-year, with a notable decline in the second quarter to 66.8% [4]. - The sales expense ratio increased to 39.5% in 1H24, primarily due to higher brand promotion investments and increased platform expenses [4]. - The company has revised its earnings forecasts downward, estimating EPS for 2024, 2025, and 2026 at RMB0.70, RMB0.83, and RMB0.97 respectively [5][6]. Revenue and Profit Forecasts - Revenue projections for By-health are as follows: RMB8,447 million for 2024, RMB9,268 million for 2025, and RMB10,032 million for 2026, reflecting a decline in 2024 followed by growth in subsequent years [6]. - Net profit estimates are projected at RMB1,188 million for 2024, RMB1,419 million for 2025, and RMB1,648 million for 2026, indicating a recovery trend after a significant drop in 2024 [6]. Market Position and Strategy - By-health continues to strengthen its brand presence despite facing short-term revenue adjustments due to changing consumer sentiment and increased competition [4]. - The company is focused on improving operational quality and refining its strategy to adapt to the evolving market landscape [4].

证券代码：300146 证券简称：汤臣倍健 公告编号：2024-060 汤臣倍健股份有限公司 关于回购股份事项前十名股东和前十名无限售条件股东 持股情况的公告 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。 三、备查文件 中国证券登记结算有限责任公司深圳分公司出具的股东名册。 一、公司前十名股东持股情况 注：以上股东的持股数量为合并普通账户和融资融券信用账户后的总持股数量。 1 二、公司前十名无限售条件股东持股情况 | 序号 | 股东名称 | 持有无限售条 件股份数量 | 占无限售条件 | | --- | --- | --- | --- | | | | （股） | 股份比例 | | 梁允超 1 | | 177,652,936 | 15.72% | | 孙惠刚 2 | | 55,524,526 | 4.91% | | 3 | 上海中平国瑀资产管理有限公司－上海中平国璟并购股权投 | 34,206,118 | 3.03% | | 资基金合伙企业（有限合伙） | | | | | 4 | 香港中央结算有限公司 | 30,637,952 | 2.71% | | 5 | ...

Performance Overview - The company's revenue in the first half of the year decreased by 17.56% compared to the same period last year [2] - The overall gross margin declined due to intensified industry competition and rising raw material costs [2] - Offline channel revenue performance was consistent with industry trends, while online growth showed a double-digit increase, primarily driven by interest e-commerce [2] Strategic Adjustments - The company plans to control the annual sales expense ratio at around 45%, despite uncertainties in the rapidly changing online environment [3] - Adjustments to the overall business strategy and expense allocation model are expected to exert greater pressure on operations in the second half of the year [3] - Key strategies for the second half include enhancing brand focus, optimizing product lines, and revitalizing distributor teams [3] Market Trends - Interest e-commerce's revenue share remained stable compared to the previous year, while traditional e-commerce faced growth challenges [3] - The VDS industry saw single-digit growth offline and over 20% growth online in the first half of the year [4] - Top-performing categories in the online channel included DHA/fish oil and calcium, indicating strong market demand [4] Talent and Incentives - The company emphasizes employee motivation through diverse incentive mechanisms, ensuring high retention rates for newly recruited talent [4] - New product iterations may exert pressure on gross margins due to increased costs associated with higher effective ingredient content [4] Financial Policies - The cumulative cash dividend amount since the company's listing exceeds 70% of the net profit attributable to shareholders [3] - The company plans to use 100-200 million yuan for share repurchases, which will be executed after shareholder approval [3]

Investment Rating - The investment rating for the company is "Buy" (maintained) [7] Core Views - The company reported a revenue of 4.613 billion yuan for H1 2024, a year-on-year decrease of 17.56%, and a net profit attributable to shareholders of 0.891 billion yuan, down 42.34% year-on-year [11][12] - In Q2 2024, the main brand "汤臣倍健" generated revenue of 1.09 billion yuan, a decline of 22.48% year-on-year, while the major product "健力多" saw revenue drop by 33.74% [11] - The company is undergoing a channel transformation, leading to increased expenditure on marketing and management, with a sales expense ratio of 50.64% and a management expense ratio of 6.52% in Q2 2024 [11][12] Financial Performance Summary - For H1 2024, the company achieved a revenue of 46.13 billion yuan, down 17.56% year-on-year, and a net profit of 8.91 billion yuan, down 42.34% year-on-year [11] - The revenue for Q2 2024 was 19.67 billion yuan, a decrease of 20.93% year-on-year, with a net profit of 1.64 billion yuan, down 68.12% year-on-year [11] - The company’s gross margin in Q2 2024 was 66.75%, a decrease of 3.57 percentage points year-on-year [11] Future Outlook - The company plans to focus on product iteration and upgrades in H2 2024, with 44 patents obtained in H1 2024, including 8 invention patents related to raw materials and formulations [11][12] - Revenue forecasts for 2024-2026 are adjusted to 8.742 billion yuan, 9.399 billion yuan, and 10.113 billion yuan, with year-on-year growth rates of -7.07%, 7.52%, and 7.59% respectively [12][13]

Investment Rating - The report maintains a "Buy" rating for the company [2][3] Core Views - The company announced its 2024 mid-year report, showing a total revenue of 4.613 billion yuan, a decrease of 17.56%, and a net profit attributable to shareholders of 891 million yuan, down 42.34% [3] - The decline in revenue is attributed to a high base effect from the previous year, with significant drops in various brand revenues [3] - The gross margin was impacted by increased manufacturing and logistics costs, leading to a net profit margin decline [3] - The company is focusing on online sales and multi-category development to enhance growth prospects [3] Financial Performance Summary - For 2024H1, total revenue was 4.613 billion yuan, with a year-on-year decrease of 17.56% [3] - The net profit attributable to shareholders was 891 million yuan, down 42.34% [3] - The gross margin for 2024H1 was 68.56%, a decrease of 1.76 percentage points year-on-year [3] - The net profit margin for 2024H1 was 19.31%, down 8.30 percentage points year-on-year [3] Revenue Breakdown - Revenue by brand for 2024H1: -汤臣倍健: 2.635 billion yuan (-19.77%) -健力多: 591 million yuan (-16.81%) -Lifespace: 210 million yuan (-24.79%) -LSG: 511 million yuan (-4.72%) -Other brands: 666 million yuan (-15.21%) [3] - Online and offline revenue for 2024H1 was 1.953 billion yuan and 2.629 billion yuan, respectively, with year-on-year declines of 20.54% and 15.82% [3] Future Projections - The company expects net profits for 2024-2026 to be 1.145 billion yuan, 1.411 billion yuan, and 1.645 billion yuan, with growth rates of 34.44%, 23.25%, and 16.57% respectively [3] - The corresponding price-to-earnings ratios for these years are projected to be 18, 15, and 12 times [3]

Investment Rating - The report maintains a "Recommended" rating for the company with a target price of 13.5 CNY, while the current price is 12.06 CNY [2]. Core Views - The company's performance in H1 2024 was below expectations, with total revenue of 4.613 billion CNY, a year-on-year increase of 17.56%, but a net profit attributable to shareholders of 0.891 billion CNY, a year-on-year decrease of 42.34% [2]. - The decline in revenue is attributed to weak demand and intensified competition, compounded by a high base from the previous year [2]. - The company plans to adjust its strategy and product iterations in H2 2024, but short-term operational pressures are expected to continue [2]. Financial Performance Summary - In H1 2024, the company achieved total revenue of 46.13 billion CNY, with a net profit of 8.91 billion CNY, reflecting a significant decline in profitability [2]. - The sales net profit margin decreased to 19.08%, down 8.91 percentage points year-on-year [2]. - For Q2 2024, total revenue was 19.67 billion CNY, a year-on-year decrease of 20.93%, with a net profit of 1.64 billion CNY, down 68.12% year-on-year [2]. - The company’s gross profit margin in Q2 2024 decreased by 3.6 percentage points to 66.8% due to online price competition and reduced scale effects [2]. Future Outlook - The company is expected to face continued operational pressure in the short term due to external demand weakness and ongoing competition [2]. - Adjustments in marketing strategies and product management are planned to enhance operational efficiency [2]. - The EPS forecast for 2024-2026 has been revised down to 0.68, 0.82, and 0.93 CNY respectively, with corresponding P/E ratios of 18, 15, and 13 [2][3].

Investment Rating - The report maintains a "Buy" rating for the company, with a target price based on expected earnings growth and market conditions [2][4]. Core Views - The company experienced a revenue decline of 17.6% year-on-year in H1 2024, with a total revenue of 4.61 billion yuan and a net profit of 0.89 billion yuan, down 42.3% year-on-year [1]. - The report highlights a weak recovery in demand and high competition in the industry, which has put pressure on growth despite the company's long-term strategic focus [1]. - The company is expected to improve operational efficiency and product offerings in the medium to long term, despite short-term challenges [1]. Financial Performance Summary - **Revenue**: In 2024, the company is projected to generate revenue of 8.05 billion yuan, a decrease of 14.4% compared to 2023 [3]. - **Net Profit**: The forecasted net profit for 2024 is 1.20 billion yuan, reflecting a year-on-year decline of 31.5% [3]. - **Earnings Per Share (EPS)**: The expected EPS for 2024 is 0.70 yuan, down from 1.03 yuan in 2023 [3]. - **Profitability Ratios**: The net profit margin is projected to decrease to 14.9% in 2024 from 18.6% in 2023 [3]. Market and Competitive Landscape - The report notes that the industry is facing high competition, which has led to a decrease in gross margins, with Q2 2024 gross margin at 66.8%, down 3.6 percentage points year-on-year [1]. - The company’s online and offline sales channels saw declines of 20.5% and 15.8% respectively in H1 2024, indicating challenges in consumer demand [1]. Strategic Outlook - The company is committed to a strong technology and brand strategy, aiming to enhance product offerings and operational efficiency in the long term [1]. - The report anticipates that the company's internal adjustments will gradually yield benefits, positioning it well for future growth in the health supplement sector [1].

2024 年 8 月 6 日 公司研究 费用加大致利润承压，静待 H2 基数压力缓解 ——汤臣倍健（300146.SZ）2024 年半年度业绩点评 要点 事件：公司 24H1 实现营业收入 46.1 亿元，同比-17.6%；归母净利润 8.9 亿元， 同比-42.3%；扣非归母净利润 8.3 亿元，同比-42.8%。其中，24Q2 实现营业收 入 19.7 亿元，同比-20.9%；归母净利润 1.6 亿元，同比-68.1%；扣非归母净利 润 1.2 亿元，同比-73.5%。 需求疲软，主要品牌收入承压。（1）分品牌看：24H1①主品牌"汤臣倍健"实 现收入 26.35 亿元，yoy-19.77%。②关节护理品牌"健力多"实现收入 5.91 亿 元，yoy-16.81%。③"Life-Space"国内实现收入 2.10 亿元，yoy-24.79%； 境外 LSG 实现营业收入 5.11 亿元，yoy-4.72%（按澳元口径为 1.08 亿澳元，同 比-5.37%）。（2）分渠道看：经销模式下 24H1①线下渠道收入为 24.77 亿元， yoy-16.67%。②线上渠道收入为 7.28 亿元，yoy-22.15 ...