半年报问询函 创业板半年报问询函〔2023 第 17 号 佳沃食品股份有限公司董事会 ： 深 圳 证 券 交 易 所 关于对佳沃食品股份有限公司的 我部在对你公司 2023 半年度报告事后审查中关注到以 下情况： 1.因 2022 年度经审计的归属于上市公司股东的净资产 （以下简称"净资产"）为-30,138.88 万元，你公司股票交 易自 2023 年 4 月 10 日起被实施退市风险警示。报告期末， 你公司 净 资 产 为 -65,143.14 万 元 ， 货 币 资 金 余 额 为 14,484.98 万元，短期借款余额为 23,546.01 万元，一年内 到期的非流动负债余额为 348,470.57 万元。2023 年 8 月 4 日，你公司债权人上海莱吉投资管理合伙企业（有限合伙） （以下简称"上海莱吉"）以你公司不能清偿到期债务，且 明显缺乏清偿能力，但具有重整价值及重整可能为由，向新 疆生产建设兵团第八师中级人民法院申请对你公司进行重 整。 1 （1）请你公司说明为解决净资产为负的问题已采取的 应对措施及其进展情况，拟采取的应对措施及其可行性，并 充分提示潜在风险。 （2）请你公司说明短期借款、 ...

证券代码：300268 证券简称：*ST佳沃 公告编号：2023-066 佳沃食品股份有限公司 关于诉讼进展的公告 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。 一、诉讼的基本情况 鉴于桃源县湘晖农业投资有限公司（以下简称"桃源湘晖"、"被执行人"） 未按照承诺补偿佳沃食品股份有限公司（以下简称"公司"、"申请执行人"） 损失的投资本金3,000万元人民币，公司向湖南省桃源县人民法院提起诉讼，并 于2020年11月12日获得受理，具体内容详见公司于2020年11月13日刊登在巨潮资 讯网上的《关于公司提起诉讼的公告》（公告编号：2020-083）。 2021年12月10日，公司收到湖南省长沙市开福区人民法院（以下简称"开福 区法院"）出具的（2021）湘0105民初5472号《民事判决书》，具体内容详见公 司于2021年12月10日刊登在巨潮资讯网上的《关于收到<民事判决书>暨诉讼进 展公告》（公告编号：2021-106）。 佳沃食品股份有限公司 2023年7月14日，公司收到被执行人桃源湘晖支付的第二笔和解款人民币100 万元，具体内容详见公司于2023年 ...

Financial Performance and Position - As of June 30, 2023, the company's equity attributable to shareholders was -651.43 million yuan, with a debt-to-asset ratio of 104.35%[4]. - The company has been under "delisting risk warning" since April 10, 2023, due to negative equity and continuous losses[4]. - The company reported a continuous loss during the reporting period, indicating a worsening financial situation[4]. - The net profit attributable to shareholders of the listed company is -¥375,886,551.52, a decrease of 342.57% year-on-year[25]. - The cash flow from operating activities is ¥126,051,721.09, down 50.66% from the previous year[25]. - Total assets at the end of the current period amount to ¥10,883,431,910.94, a decrease of 2.75% compared to the end of the previous year[25]. - The net assets attributable to shareholders of the listed company are -¥651,431,400.89, reflecting a decline of 116.14% year-on-year[25]. - Operating costs increased significantly by 27.18%, amounting to approximately ¥2.52 billion, up from ¥1.98 billion in the previous year[112]. - The gross margin for salmon products dropped to -3.97%, down from 19.9% in the previous year, reflecting a significant decline in profitability[115]. - The company plans to focus on improving operational efficiency and managing costs in response to the challenges faced in the salmon market[113]. Legal and Regulatory Issues - The company has been warned of delisting risks due to negative equity as of the end of 2022, which may impact its stock status[140]. - The company is facing a significant risk of bankruptcy due to an inability to repay debts totaling RMB 11.1 million, with ongoing legal proceedings regarding its restructuring[191]. - The company is involved in arbitration proceedings with a Chilean subsidiary, with a claim amounting to approximately $66.6 million[193]. - The company is involved in international commercial arbitration against Australis Seafood S.A. for a claim of $921.62 million and additional estimated losses of at least $300 million due to overproduction issues[194]. - The company has initiated criminal proceedings against former directors and executives of Australis for knowingly implementing overproduction plans that violate regulatory requirements, which has severely harmed the company's reputation and assets[195]. Market and Industry Trends - The global aquaculture production reached a historical high of 122.6 million tons in 2020, with a total value of $281.5 billion[36]. - The per capita consumption of aquatic products has increased from an average of 9.9 kg in the 1960s to 20.2 kg in 2020, with a projected increase to 21.4 kg by 2030[36]. - Global salmon supply in H1 2023 was approximately 1.26 million tons (WFE), a year-on-year decrease of 1.7%[40]. - Norway's Atlantic salmon supply in H1 2023 was 630,000 tons (WFE), down 2.1% year-on-year due to environmental challenges and resource tax policies[40]. - Chile's Atlantic salmon supply in H1 2023 was 370,000 tons (WFE), an increase of 4.9% year-on-year, attributed to favorable growth conditions[40]. Company Strategy and Operations - The company aims to enhance the accessibility of high-quality marine protein, including salmon, to improve national nutrition and health levels[35]. - The company is committed to the "global resources + Chinese consumption" strategy, focusing on the deep-sea marine protein industry[35]. - The company has implemented changes in accounting policies effective from January 1, 2023, impacting the financial reporting of lease liabilities and right-of-use assets[25]. - The company is exploring opportunities for market expansion and potential acquisitions to enhance its competitive position in the industry[113]. - The company is committed to diversifying its sales channels and expanding its market presence to reduce reliance on any single country or region[148]. Environmental and Sustainability Efforts - The company emphasizes carbon footprint reduction through better energy management and the use of green energy in its operations[172]. - The company received the MSC Sustainable Development Contribution Award for ten years from the Marine Stewardship Council, promoting sustainable fisheries[179]. - The company published the first ESG report in the salmon industry, detailing its integration of ESG management with business operations[179]. - The company utilizes biodegradable packaging for its salmon products, certified by the FDA, which decomposes within 6 to 20 months[178]. - The company has established an environmental self-monitoring plan for key pollutant discharge units as required by local environmental authorities[169]. Supply Chain and Product Development - The company has a comprehensive supply chain for salmon, ensuring standardized production and traceability[54]. - The company is actively developing diverse product lines to meet the varying demands of consumers in China, the US, and South America[54]. - The company's main products include high-quality seafood such as salmon, Arctic sweet shrimp, and various types of cod, with a focus on health and nutrition[58]. - The company has established long-term stable business relationships with upstream suppliers and downstream customers in the cod fish and Arctic shrimp sectors[52]. - The company has developed a multi-channel sales service system, covering major markets in Europe, America, and Japan, and has established a strong online and offline sales network in China[107].

佳沃食品股份有限公司（以下简称"公司"）于2023年4月25日披露了《关 于董事减持股份计划的预披露公告》（公告编号：2023-038），公司董事吴宣 立先生计划在该减持预告披露之日起15个交易日后的6个月内（窗口期不得减 持）以集中竞价方式减持公司股份不超过97,500股（占公司总股本比例 0.0560%）。 佳沃食品股份有限公司 证券代码：300268 证券简称：*ST佳沃 公告编号：2023-060 佳沃食品股份有限公司 关于董事股份减持计划时间过半的进展公告 公司董事吴宣立先生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。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 2．吴宣立先生不属于公司的控股股东和实际控制人，本次股份减持计划不 会对公司治理结构、股权结构及未来持续经营产生重大影响，也不会导致公司控 制权发生变更。 3．本次股份减持计划实施期间，吴宣立先生将继续严格遵守《证券法》《上 市公司股东、董监高减持股份的若干规定》《深圳证券交易所创业板股票上市规 则》《深圳证券交易所上市公司自律监管指引第2——创业板上市公司规范运作》 公司于近日收到吴宣 ...

Financial Performance - The company's revenue for Q1 2023 was ¥1,457,226,353.84, representing a 19.13% increase compared to ¥1,223,196,377.86 in the same period last year[4] - The net profit attributable to shareholders was a loss of ¥151,806,993.54, a decrease of 237.86% from a profit of ¥110,118,183.37 in the previous year[4] - The company's basic and diluted earnings per share were both ¥-0.8715, compared to ¥0.6321 in the same period last year, reflecting a decrease of 237.87%[4] - In Q1 2023, Jiayou Foods reported a net loss of CNY 172.85 million, compared to a net profit of CNY 149.28 million in Q1 2022, marking a significant decline[40] - The company's operating profit turned negative at CNY -225.43 million, down from a profit of CNY 163.26 million in the same period last year[40] - The company reported a total comprehensive loss of CNY 178.25 million, compared to a comprehensive income of CNY 142.20 million in the same quarter last year[41] Cash Flow and Investments - The net cash flow from operating activities was ¥122,840,072.27, down 8.76% from ¥134,637,920.07 in the same period last year[4] - The net cash flow from investing activities increased by ¥89,000,000, a rise of 62.61%, due to reduced infrastructure investments in overseas subsidiaries[7] - Jiayou Foods' investment activities resulted in a net cash outflow of CNY 53.01 million, compared to a larger outflow of CNY 141.78 million in Q1 2022[44] Assets and Liabilities - The total assets at the end of the reporting period were ¥10,735,308,972.01, a decrease of 3.69% from ¥11,146,048,632.43 at the end of the previous year[4] - The equity attributable to shareholders was negative at ¥-448,414,279.06, a decline of 48.78% from ¥-301,388,786.75 at the end of the previous year[4] - The company's total assets decreased from 11,146,048,632.43 at the beginning of the year to 10,735,308,972.01 by the end of Q1 2023[37] - The total liabilities decreased from 11,209,782,933.45 at the beginning of the year to 10,968,068,333.29 by the end of Q1 2023[37] Operational Costs - The company's operating costs increased by ¥382,000,000, a rise of 37.22%, primarily due to increased sales and unit costs from overseas subsidiaries[7] - Total operating costs rose to 1,632,379,884.78 in Q1 2023, compared to 1,220,872,056.57 in Q1 2022, reflecting increased operational expenses[38] - The company faces ongoing inflationary pressures affecting operational costs, including labor and logistics[25] Revenue and Sales - Australis achieved revenue of RMB 1.069 billion in Q1 2023, a year-on-year increase of 29%[13] - Total revenue from sales reached CNY 1.58 billion, an increase from CNY 1.24 billion in Q1 2022, reflecting a growth of approximately 28%[43] - The sales volume for Australis in Q1 2023 was 22,026 tons, an increase of 21% year-on-year[15] Harvest and Production - The total harvest volume for Australis in Q1 2023 was 16,553 tons, a decrease of 17% year-on-year[15] - The expected harvest volume for Q2 2023 is 1,000 tons, with an annual forecast of 6,000 tons[27] - The expected sales volume for Q2 2023 is 2,100 tons, with an annual forecast of 7,000 tons[27] Financial Expenses - Interest expenses increased by 30% year-over-year, reaching 10,214.78 million in Q1 2023 compared to 7,846.68 million in Q1 2022[29] - The company continues to face high interest rates, impacting financial expenses significantly[30] - The company incurred financial expenses of CNY 112.02 million, up from CNY 108.46 million in the prior year, with interest expenses rising to CNY 102.15 million from CNY 78.47 million[40] Exchange and Other Income - The company reported a significant decrease in non-operating income, down ¥11,021,000, a decline of 85.34%, due to the absence of last year's one-time gains from subsidiary debt cancellations[7] - Exchange loss decreased significantly by 97%, from -2,772.50 million in Q1 2022 to -92.52 million in Q1 2023[31] - The company experienced a foreign exchange loss of CNY 1.57 million during the quarter, contrasting with a gain of CNY 0.85 million in the previous year[44]

佳沃食品股份有限公司 证券代码：300268 证券简称：佳沃食品 公告编号：2023-031 4．投资者参加方式：投资者可于2023年4月14日（星期五）15:00-17:00通过 网址https://eseb.cn/13HGKbThQK4，或使用微信扫描以下小程序码，即可进入参 与互动交流。 5．出席本次网上业绩说明会的人员有：公司独立董事郭祥云女士、总经理 唐寅先生、财务总监石月宁女士、董事会秘书吴爽女士。 二、征集问题事项 为使投资者充分、高效的参与本次网上交流活动，确保公司与投资者之间的 佳沃食品股份有限公司 关于举行2022年度网上业绩说明会的公告 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。 佳沃食品股份有限公司（以下简称"公司"）已于2023年4月7日在巨潮资讯 网（www.cninfo.com.cn）披露了《2022年年度报告》。为方便广大投资者更加 全面深入地了解公司经营业绩、发展战略等情况，公司定于2023年4月14日（星 期五）下午15:00至17:00在"价值在线"（www.ir-online.cn）举行2022年度网上 业绩说明会， ...

Financial Performance - The company reported a significant loss in 2022, with a total impairment of goodwill amounting to CNY 1.229 billion due to rising costs and inflationary pressures [3]. - As of the end of 2022, the equity attributable to shareholders was negative CNY 301.39 million, triggering "delisting risk warning" for the company's stock [7]. - The company's operating revenue for 2022 was ¥5,527,629,682.92, representing a 20.24% increase compared to ¥4,597,218,164.16 in 2021 [23]. - The net profit attributable to shareholders was -¥1,109,847,866.02, a decrease of 284.45% from -¥288,681,797.16 in the previous year [23]. - The cash flow from operating activities increased by 123.23% to ¥678,358,467.83 from ¥303,886,024.78 in 2021 [23]. - The total assets at the end of 2022 were ¥11,146,048,632.43, a decrease of 1.37% from ¥11,300,420,797.67 at the end of 2021 [23]. - The basic earnings per share for 2022 was -¥6.3711, compared to -¥1.6572 in 2021, reflecting a significant decline [23]. - The company reported a net profit margin of -673.07% for 2022, compared to -37.02% in 2021 [23]. - The company experienced a significant increase in non-recurring losses, with a total of ¥4,670,877.81 in 2022 compared to ¥28,590,008.73 in 2021 [30]. - The company is facing uncertainty regarding its ability to continue as a going concern, as indicated by the negative net profit for the last three accounting years [23]. Operational Strategy - The company plans to adjust its operational strategy in 2023, focusing on profitability and cost reduction while expanding its market share in China [4]. - The company aims to improve its asset-liability structure through capital operations in the upcoming year [4]. - The company will continue to focus on channel expansion and improving operational efficiency in 2023 [4]. - The company is implementing cost control measures, including optimizing procurement strategies and enhancing feed conversion rates to mitigate rising costs [185]. - The company plans to adjust its operational strategy to improve cost efficiency and enhance its capital structure to address negative net assets [184]. Market Trends and Demand - The global aquaculture production reached a historical high of 122.6 million tons in 2020, with a total value of $28.15 billion [37]. - The average per capita consumption of aquatic products increased from 9.9 kg in the 1960s to 20.2 kg in 2020, with a projected increase to 21.4 kg by 2030 [37]. - The global Atlantic salmon supply in 2022 was approximately 2.87 million tons, a 1% decrease from the previous year, with Norway and Chile accounting for about 80% of the global supply [41]. - The demand for salmon is expected to continue growing due to increasing global population and health awareness, with sales revenue for salmon increasing by 120% from 2012 to 2021 [42]. - The global salmon market is projected to face supply tightness in the coming years, with a forecasted growth rate of about 2% in 2023 [41]. - The seafood consumption in developing countries is expected to account for over 80% of global seafood consumption by 2030, with China representing 38% of the total [38]. - The company aims to enhance the accessibility of high-quality marine protein, including salmon, to improve national nutrition and health levels [36]. Supply Chain and Production - The cost of salmon feed, primarily driven by rising prices of grains and oils, reached historical highs by the end of 2022, with expectations that salmon farming costs will be higher in 2023 and 2024 compared to 2022 [47]. - The company has established stable partnerships with upstream suppliers and downstream customers, enhancing its position in the cod fish processing market [58]. - The company’s processing facilities ensure high-quality seafood products through strict quality control and microbiological analysis [66]. - The company has implemented advanced biosecurity measures to mitigate risks from bacterial diseases, ensuring stable harvest volumes and product quality [96]. - The company employs live capture technology during the harvesting phase to maintain the freshness and quality of salmon during transport to processing facilities [89]. Product Development and Marketing - The company emphasizes brand building and consumer trust in its premium seafood products, which are increasingly recognized and favored by consumers [60]. - The company is expanding its brand matrix in China, launching multiple product lines including "Jiawo Fresh," "Chuan Xiong Tong Xue," and "Keke Haili," enhancing brand visibility through various promotional activities [75]. - The company launched new products in its seafood retail brand "Jiawo Fresh" including flavored salmon and Arctic shrimp, expanding its product offerings significantly [77]. - The children's nutrition brand "Chuanxiong Classmate" introduced 14 SKUs, including new lunch meat and salmon bone soup products, enhancing its product matrix [77]. - The company is focusing on expanding its market presence in China while consolidating its positions in North America, South America, and Europe [75]. Regulatory and Environmental Factors - The salmon farming industry in Chile is under strict regulatory oversight, with multiple government agencies involved in monitoring various aspects such as biological asset quantity, mortality rates, and environmental conditions [90]. - The application process for salmon farming licenses in Chile is lengthy, taking approximately 4 years, including environmental assessments and approvals from various government bodies [91]. - The Chilean government has announced restrictions on the expansion of salmon farms, emphasizing the need for environmental studies to assess the ecological impact before issuing new licenses [92]. - Salmon farming in Chile has a low carbon footprint, producing only 5.1 kg of CO2 equivalent per kg of salmon, compared to 39.0 kg for beef, making it a more sustainable protein source [95]. Financial Management and Governance - The company has established a new governance structure to enhance operational efficiency and compliance with regulations [198]. - A comprehensive internal control system was developed in accordance with regulatory requirements, enhancing the efficiency and clarity of various operational processes [200]. - The company conducted internal control assessments across domestic business units and initiated IT system audits to ensure the accuracy of biological asset measurements [200]. - The internal control construction in 2023 aims to enhance operational management efficiency and address strategic, financial, operational, and compliance risks [200]. - The performance evaluation system links the compensation of senior management to company and individual performance, overseen by the board's compensation and assessment committee [200].

会计师事务所关于佳沃食品股份有限公司 深圳证券交易所的关注函之回复报告 深圳证券交易所： 深圳证券交易所于2023年2月1日出具的《关于对佳沃食品股份有限公司的关 注函》(创业板关注函【2023】第50号)（以下简称"关注函"）已收悉。根据该 关注函的要求，信永中和会计师事务所（特殊普通合伙）作为佳沃食品股份有限 公司（以下简称"佳沃食品"）年度报告审计会计师对关注函所涉及的问题认真 进行了逐项核查和落实，现回复如下，请予审核。 关于回复内容释义、格式及补充更新披露等事项的说明： 1、如无特殊说明，本关注函回复中使用的简称或名词释义与《佳沃食品股 份有限公司关于深圳证券交易所关注函回复的公告》（以下简称"《关注函回复 公告》"）一致； 2、本关注函回复中若出现总计数尾数与所列数值总和尾数不符的情况，均 为四舍五入所致。 问题 1 公告显示，你公司预计对因并购智利子公司 Australis Seafoods S.A.（以 下简称 Australis）股权形成的商誉进行了减值测试，预计减值金额在 120,000 万元至 180,000 万元左右。2021 年末，你公司对 Australis 公司计提商誉减值 准备 ...