仙乐健康科技股份有限公司 详式权益变动报告书 上市公司名称：仙乐健康科技股份有限公司 股票上市地点：深圳证券交易所 股票简称：仙乐健康 股票代码：300791 信息披露义务人：林培青 住所/通讯地址：广东省汕头市泰山路 83 号 股份变动性质：继承 签署日期：二〇二三年八月二十三日 信息披露义务人声明 一、本报告书系根据《中华人民共和国公司法》《中华人民共和国证券法》 《上市公司收购管理办法》及《公开发行证券的公司信息披露内容与格式准则第 15 号——权益变动报告书》《公开发行证券的公司信息披露内容与格式准则第 16 号——上市公司收购报告书》及其他相关法律、法规、部门规章编制。 二、依据《中华人民共和国证券法》《上市公司收购管理办法》的规定，本 报告书已全面披露信息披露义务人在仙乐健康科技股份有限公司中拥有权益的股 份变动情况； 1 | 第一节 | 释义 3 | | --- | --- | | 第二节 | 信息披露义务人介绍 4 | | 第三节 | 本次权益变动目的 6 | | 第四节 | 权益变动方式 7 | | 第五节 | 资金来源 9 | | 第六节 | 免于发出要约的情况 10 | | 第七节 | ...

关于林培青先生因继承导致其在 仙乐健康科技股份有限公司的权益 发生变动事项的法律意见书 中国广东深圳 福田区益田路6001号太平金融大厦11、12楼 邮编：518038 电话（Tel）：（0755）88265288 传真（Fax）：（0755）88265537 关于林培青先生因继承导致其在 仙乐健康科技股份有限公司的权益 发生变动事项的法律意见书 信达专字[2023]第021号 致：仙乐健康科技股份有限公司（以下简称"仙乐健康"或"公司"） 广东信达律师事务所（以下简称"信达"）接受仙乐健康的委托，以特聘专项法 律顾问的身份，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》"）、《中华人民共和国民法典》 （以下简称"《民法典》"）、《上市公司收购管理办法》（以下简称"《收购管理办 法》"）及其他相关法律、法规及规范性文件，就林培青先生因继承导致其在仙乐健 康的权益发生变动事项（以下简称"本次权益变动"）出具本法律意见书。 为出具本法律意见书，信达律师审阅了与本次权益变动有关的法律文件、公司的 书面说明、林培青先生的书面说明以及信达律师认为需要审查的其他文 ...

仙乐健康科技股份有限公司 投资者关系活动记录表 证券代码：300791 证券简称：仙乐健康 证券代码：123113 证券简称：仙乐转债 仙乐健康科技股份有限公司 2023 年 5 月 10 日投资者关系活动记录表 编号： 2023-003 □特定对象调研 □分析师会议 □媒体采访 ■业绩说明会 投资者关系 □新闻发布会 □路演活动 活动类别 □现场参观 □其他（ ） 参与单位名称 及人员姓名 投资者网上提问 时间 2023 年 5 月 10 日 15:00-17:00 方式 公司通过"全景·路演天下"（https://rs.p5w.net/）采用网络远程的方式召 开业绩说明会 董事长、总经理：林培青 董事、战略与投资副总裁：姚壮民 副总经理、董事会秘书：郑丽群 上市公司 独立董事：胡世明 接待人员姓名 财务负责人：夏凡 保荐代表人：刘兴德 投资者关系活 问题：请问公司收购 Best Formulations 后，下一步公司准备如何发展？ 1 仙乐健康科技股份有限公司 投资者关系活动记录表 | --- | --- | |--------------|------------------------------- ...

Financial Performance - The company's revenue for Q1 2023 was ¥702,158,705.58, representing a 66.69% increase compared to ¥421,248,609.14 in the same period last year[3]. - Net profit attributable to shareholders was ¥29,399,867.21, a 100.84% increase from ¥14,638,612.62 year-on-year[3]. - The net profit after deducting non-recurring gains and losses surged by 490.63% to ¥25,455,628.46 from ¥4,309,880.47 in the previous year[3]. - The company's diluted earnings per share increased by 102.55% to ¥0.1908 from ¥0.0942 in the same period last year[3]. - The net profit for Q1 2023 was CNY 18,758,317.18, an increase of 28.8% compared to CNY 14,638,612.62 in Q1 2022[35]. - The total revenue from operating activities was CNY 945,729,797.58, up from CNY 627,577,406.25 in the previous year, representing a growth of 50.8%[39]. - The operating profit for the quarter was CNY 24,965,230.25, compared to CNY 17,746,209.01 in the same period last year, marking a 40.5% increase[35]. Assets and Liabilities - The company's total assets increased by 11.55% to ¥4,669,180,197.02 from ¥4,185,817,139.24 at the end of the previous year[3]. - The total liabilities as of the end of Q1 2023 were 1,818,738,754.91 yuan, compared to 1,484,293,151.85 yuan at the beginning of the year, reflecting an increase in financial obligations[31]. - The company has made significant investments in fixed assets, with a total of 1,321,970,833.86 yuan reported at the end of Q1 2023, up from 1,235,145,651.08 yuan[30]. Cash Flow - Cash flow from operating activities decreased by 72.79% to ¥37,879,957.19 from ¥139,235,270.31 in the previous year, primarily due to transaction-related expenses from the acquisition of Best Formulations LLC[15]. - The company reported cash and cash equivalents of 487,896,996.45 yuan at the end of Q1 2023, down from 1,501,602,794.16 yuan at the beginning of the year[28]. - The company experienced a net cash outflow of CNY 901,559,301.32 during the quarter, compared to CNY -53,761,544.06 in the same period last year[40]. - The cash flow from operating activities showed a net increase of CNY 37,879,957.19, down from CNY 139,235,270.31 in Q1 2022[39]. Inventory and Expenses - The company reported a significant increase in inventory, which rose by 88.90% to ¥439,343,952.26, mainly due to the consolidation of Best Formulations[10]. - The company's sales expenses surged by 132.01% to ¥52,632,216.27, attributed to the recovery of marketing activities and expenses related to the acquisition of Best Formulations[12]. - The total operating costs for Q1 2023 were 683,269,157.07 yuan, up from 418,839,974.40 yuan in the previous year, indicating a significant increase in costs[34]. Shareholder Information - The total number of common shareholders at the end of the reporting period is 7,436[17]. - Guangdong Guanghui Investment Co., Ltd. holds 43.08% of the shares, totaling 77,760,000 shares[17]. - Chen Qiong and Lin Peiqing, who are spouses, hold 7.47% and 7.18% of the shares respectively, totaling 13,478,400 and 12,960,000 shares[17]. - The total number of restricted shares at the end of the period is 27,823,417, with 85,536,000 shares released during the period[21]. Acquisition Details - The company completed the acquisition of 80% equity in Best Formulations Inc. on January 6, 2023, after fulfilling all conditions precedent[24]. - The acquisition of Best Formulations Inc. was adjusted to obtain approximately 71.41% of the equity through a combination of purchasing existing shares and increasing capital[23]. - The company has completed all necessary foreign investment filing procedures with the Guangdong Provincial Department of Commerce[23]. Other Financial Activities - The company raised a total of 102,489.29 million yuan by issuing 10,248,929 convertible bonds, with each bond having a face value of 100 yuan[25]. - The company has decided to redirect 10,531.66 million yuan originally allocated for the East China R&D Center to the soft capsule workshop technology upgrade project[25]. - The company reported a significant increase in cash outflow from investment activities, totaling CNY 728,378,578.08, compared to CNY 352,111,367.96 in the previous year[39]. - The total comprehensive income for the quarter was CNY -110,875,780.68, contrasting with CNY 14,138,814.21 in Q1 2022[36]. - Basic earnings per share increased to CNY 0.1629 from CNY 0.0812 year-over-year[36]. - The company reported a significant increase in credit impairment losses, amounting to CNY 1,699,011.21, compared to CNY 2,781,920.46 in the previous year[35].

Financial Performance - The company's revenue for Q1 2023 reached ¥702,158,705.58, representing a 66.69% increase compared to ¥421,248,609.14 in the same period last year[4] - Net profit attributable to shareholders was ¥29,399,867.21, a 100.84% increase from ¥14,638,612.62 year-on-year[4] - The net profit after deducting non-recurring gains and losses surged by 490.63% to ¥25,455,628.46 from ¥4,309,880.47 in the previous year[4] - The company’s basic earnings per share increased by 100.62% to ¥0.1629 from ¥0.0812 in the previous year[4] - The net profit for Q1 2023 was CNY 18,758,317.18, an increase of 28.8% compared to CNY 14,638,612.62 in Q1 2022[32] - The total operating profit for Q1 2023 was CNY 24,965,230.25, an increase from CNY 17,746,209.01 in Q1 2022, showing a growth of 40.0%[32] Assets and Liabilities - The company's total assets increased by 11.55% to ¥4,669,180,197.02 from ¥4,185,817,139.24 at the end of the previous year[4] - The total liabilities as of the end of Q1 2023 were 1,818,738,754.91 yuan, compared to 1,484,293,151.85 yuan at the beginning of the year, showing an increase of approximately 22.5%[29] - As of the end of Q1 2023, the company's total assets amounted to 4,669,180,197.02 yuan, an increase from 4,185,817,139.24 yuan at the beginning of the year[30] Cash Flow - Cash flow from operating activities decreased by 72.79% to ¥37,879,957.19 from ¥139,235,270.31 in the same period last year[4] - The net cash flow from operating activities decreased by 72.79% to approximately ¥37.88 million, primarily due to transaction-related expenses from BF[15] - The net cash flow from investing activities was negative at approximately ¥676.82 million, an increase of 254.31% compared to the previous period, mainly due to the acquisition of BF[15] - The net cash flow from financing activities also turned negative at approximately ¥261.28 million, a significant increase of 18,219.12% from the previous period, primarily due to BF repaying bank loans[15] - The company's cash and cash equivalents decreased by 67.51% to ¥487,896,996.45, mainly due to the payment for the acquisition of BF[10] - The company's cash and cash equivalents decreased to 487,896,996.45 yuan from 1,501,602,794.16 yuan at the beginning of the year, a decline of approximately 67.5%[26] Inventory and Expenses - The company reported a significant increase in inventory, which rose by 88.90% to ¥439,343,952.26 due to the consolidation of Best Formulations LLC (BF)[10] - The total operating costs for Q1 2023 were 683,269,157.07 yuan, compared to 418,839,974.40 yuan in the previous year, indicating a rise of about 63.2%[31] - The company’s sales expenses rose by 132.01% to ¥52,632,216.27, attributed to the recovery of marketing activities and expenses related to the acquisition of BF[12] Shareholder Information - The total number of common shareholders at the end of the reporting period was 7,436, with no preferred shareholders having restored voting rights[17] - Guangdong Guanghui Investment Co., Ltd. holds the largest share at 43.08%, with 77,760,000 shares[17] - The total number of restricted shares at the beginning of the period was 113,344,949, with 85,536,000 shares released during the period[20] Acquisitions and Investments - The acquisition of 80% of Best Formulations Inc. was completed, with the company obtaining approximately 71.41% of the equity after adjustments to the transaction structure[21][22] - The company has completed all necessary foreign investment registration and compliance procedures for the acquisition of Best Formulations[23] - The company raised a total of 102,489.29 million yuan by issuing 10,248,929 convertible bonds, with each bond having a face value of 100 yuan[24] - The company has decided to redirect 10,531.66 million yuan originally allocated for the East China R&D Center to the soft capsule workshop technology upgrade project[24] - The company incurred a total investment cash outflow of CNY 728,378,578.08, compared to CNY 352,111,367.96 in the previous year, indicating increased investment activity[36] Other Financial Metrics - The company reported a significant foreign exchange loss of CNY -1,334,197.68 during the quarter[37] - The company experienced a credit impairment loss of CNY 1,699,011.21, compared to CNY 2,781,920.46 in the previous year, indicating an improvement in credit quality[32] - The total comprehensive income for Q1 2023 was CNY -110,875,780.68, compared to CNY 14,138,814.21 in Q1 2022, indicating a significant decline[33]

出席本次年度业绩说明会的人员有：公司董事长兼总经理林培青先生，董 事会秘书郑丽群女士，董事、集团副总裁姚壮民先生，财务负责人夏凡女士， 独立董事胡世明先生，保荐代表人刘兴德先生。 为充分尊重投资者、提升交流的针对性，现就公司 2022 年度业绩说明会提 前向投资者公开征集问题，广泛听取投资者的意见和建议。投资者可于 2023 年 5 月 10 日（星期三）15：00 前访问 http://ir.p5w.net/zj/，或扫描下方二维码，进 入问题征集专题页面。公司将通过本次业绩说明会，在信息披露允许范围内就 投资者普遍关注的问题进行回答。 （问题征集专题页面二维码，扫码自动匹配移动端） | 证券代码：300791 | 证券简称：仙乐健康 | 公告编码：2023-039 | | --- | --- | --- | | 证券代码：123113 | 证券简称：仙乐转债 | | 仙乐健康科技股份有限公司 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。 仙乐健康科技股份有限公司（以下简称"公司"）已于 2023 年 4 月 ...

Financial Performance - The company's revenue for 2022 was CNY 2,507,261,818.80, representing a 5.84% increase compared to CNY 2,368,947,616.87 in 2021[27]. - The net profit attributable to shareholders for 2022 was CNY 212,285,578.09, a decrease of 8.43% from CNY 231,834,489.00 in the previous year[27]. - The net profit after deducting non-recurring gains and losses was CNY 196,364,305.45, down 6.40% from CNY 209,799,088.33 in 2021[27]. - The operating cash flow for 2022 increased by 30.31% to CNY 444,859,757.32, compared to CNY 341,377,365.21 in 2021[27]. - The total assets at the end of 2022 were CNY 4,185,817,139.24, a 9.57% increase from CNY 3,820,110,170.19 at the end of 2021[27]. - The net assets attributable to shareholders at the end of 2022 were CNY 2,701,523,987.39, reflecting a 6.16% increase from CNY 2,544,779,706.22 in 2021[27]. - The basic earnings per share for 2022 were CNY 1.1793, down 8.42% from CNY 1.2877 in 2021[27]. - The diluted earnings per share for 2022 were CNY 1.1677, a decrease of 4.15% from CNY 1.2182 in the previous year[27]. - The weighted average return on equity for 2022 was 8.12%, down from 9.77% in 2021[27]. Market Overview - In 2022, the global retail scale of nutritional health foods reached $176.8 billion, with a compound annual growth rate (CAGR) of 6% over the past three years, expected to exceed 6% in the next three years, reaching $214.4 billion by 2025[38]. - The Chinese nutritional health food market size reached $35.8 billion in 2022, projected to be the largest incremental market globally over the next three years[40]. - The U.S. nutritional health food market grew to over $56 billion in 2022, with 75% of consumers using dietary supplements, indicating a significant increase in consumption since the pandemic[39]. - In Europe, the nutritional health food market exceeded $23 billion in 2022, with major countries like Italy, the UK, Germany, and France steadily increasing their market shares[42]. - The Australian and Southeast Asian nutritional health food market reached $13.7 billion in 2022, expected to grow at a CAGR of over 8% to exceed $17 billion by 2025[43]. Product Development and Innovation - The company launched over 500 new products in 2022, with a domestic new product conversion rate exceeding 30%[70]. - The company has established a full dosage form development capability, focusing on core forms such as soft capsules, nutritional gummies, and beverages, as well as innovative forms like plant-based soft capsules and other unique products[49]. - The company aims to enhance product repurchase rates through innovative flavor profiles and packaging, catering to diverse customer needs and preferences[53]. - The company introduced several new health food products, including Tian Can® Tomato Lycopene Soft Capsules and Tian Can® Red Yeast Natto Capsules, with registration valid until 2027[84]. - The registration of multiple products in a short timeframe reflects the company's proactive approach to capturing market opportunities in the health supplement sector[86][87]. Strategic Partnerships and Collaborations - The company has established strategic partnerships with well-known enterprises such as Bayer, Mars, and Tmall International, enhancing its market position and customer base[55]. - The company is actively involved in the formulation and revision of industry regulations to ensure compliance with evolving legal standards[7]. - The integration of Best Formulations will focus on achieving collaborative growth and value realization through strategic synergies and resource sharing[160]. Governance and Management - The company maintains a governance structure consisting of the shareholders' meeting, board of directors, supervisory board, and senior management, ensuring coordination and checks and balances among decision-making, supervision, and operations[167]. - The board of directors comprises 7 members, including 3 independent directors, meeting legal and regulatory requirements[170]. - The company has established a performance evaluation system linking employee income to work performance and company results, with senior management compensation tied to both company and individual performance[174]. - The company has a diverse management team with extensive backgrounds in pharmaceuticals and investment, enhancing its strategic capabilities[190][191]. Financial Management and Investments - The company has committed to invest CNY 69,585.63 million in the Ma'anshan production expansion project, with 74.34% of the investment completed by the end of the reporting period[136]. - The company reported a significant decrease in financing cash inflow by 99.25% to ¥7,608,831.18 in 2022 from ¥1,019,514,097.89 in 2021, primarily due to the issuance of convertible bonds in 2021[118]. - The total amount of funds raised by the company in 2021 was CNY 101,340.86 million, with CNY 20,238.49 million utilized during the reporting period[131]. Risk Management and Compliance - The company has identified potential risks and has outlined measures to mitigate these risks in its report[161]. - The company strictly adheres to information disclosure obligations, ensuring timely and accurate communication with all stakeholders[176]. - The company has a dedicated audit department reporting directly to the audit committee, enhancing governance and compliance[175]. Consumer Trends and Market Demand - Consumer health awareness has significantly increased, with over 80% of consumers showing greater concern for health compared to the past, and 60% using health supplements to improve their health[143]. - The demand for nutritional health products is becoming more diversified and refined, with a growing consumer base that is increasingly younger and more health-conscious[145]. - The market for nutritional health products is expected to grow due to supportive policies and capital investments, especially in light of China's aging population[146].

仙乐健康科技技股份有限公司 投资者关系活动记录表 编号：【2020-001】 证券代码：300791 证券简称：仙乐健康 仙乐健康科技股份有限公司 5 月 22 日投资者关系活动记录表 | --- | --- | --- | |----------------|------------------------------|----------------------------------------------------------| | | ■ | 特定对象调研 □分析师会议 | | | □ 媒体采访 □业绩说明会 | | | 投资者关系 | □ 新闻发布会 □路演活动 | | | 活动类别 | □ 现场参观 | | | | □其他 （） | | | 参与单位名称及 | | 泉汐投资（赵琰）；上海灏霁投资（万雪飞）；长乐汇资本（陈 | | 人员姓名 | | 方园、张小仁）；国信自营（闵晓平）；景熙资产（陈雪） | | 时 间 | 2020 年 5 月 22 日 | 14:00-15:30 | | 地 点 | 电话交流 | | | 上市公司 | 董事长、总经理：林培青 | | | 接待人员姓名 | 董事、 ...