Group 1 - The company, Anhui Huaye Fragrance Co., Ltd., plans to raise up to 113 million yuan through a simplified procedure to fund the first phase of a project aimed at producing 1,300 tons of fragrance annually [1] - The company specializes in the research, production, and sales of lactone series fragrances, which are widely used in food, beverages, daily chemicals, tobacco, and feed industries [1] - From 2022 to 2024, the company's revenue is projected to grow from 255 million yuan to 345 million yuan, with year-on-year growth rates of 3.42%, 5.72%, and 28.12% respectively [1] Group 2 - The company's debt-to-asset ratio is expected to decrease from 12.35% in 2022 to 10.49% in 2024, indicating an improvement in financial structure and risk resistance [1] - The company aims to enhance its supply capacity of lactone series fragrances and increase market share through the implementation of the fundraising project [2] - The global fragrance and flavor industry is projected to grow from approximately 30.6 billion USD in 2023 to 32.1 billion USD by 2025, indicating a favorable market environment for the company [2] Group 3 - The company has announced a dividend distribution plan for the next three years (2025-2027), with a minimum cash dividend ratio of 80% during mature stages without major capital expenditures [2] - The differentiated dividend policy is designed to enhance investor confidence and improve the company's market image and value [2] - This policy allows the company to flexibly allocate profits according to its actual situation while ensuring shareholder interests and meeting funding needs during different development stages [2]

Core Viewpoint - Huaye Fragrance plans to raise a maximum of 113 million yuan through a simplified procedure for issuing shares to specific investors, with the funds primarily allocated for the first phase of a project to produce 1,300 tons of fragrance annually [1][4]. Group 1: Fundraising and Project Details - The total investment for the annual production of 3,230 tons of fragrance project is 140.63 million yuan, with 113 million yuan coming from the current fundraising [3]. - The pricing benchmark for the share issuance will be set at no less than 80% of the average stock price over the 20 trading days prior to the pricing date [2][3]. - The issuance will target no more than 35 specific investors, including qualified institutional investors and other eligible entities as per the regulations of the China Securities Regulatory Commission [4]. Group 2: Shareholder Structure and Control - As of the announcement date, the controlling shareholder, Huawen Liang, holds 28.19% of the company's total shares directly and an additional 4.56% indirectly, totaling 32.75% [5]. - The share issuance is not expected to change the company's control structure, as Huawen Liang will remain the controlling shareholder post-issuance [5]. Group 3: Financial Performance - In Q1 2025, Huaye Fragrance reported a revenue of 98 million yuan, a year-on-year increase of 24.06%, and a net profit attributable to shareholders of 11 million yuan, up 94.50% [6][7]. - The company has shown a significant improvement in net profit over the past four years, with total net profit for shareholders reaching 0.56 billion yuan from 2021 to 2024 [7]. - For the year 2024, the company reported a revenue of approximately 345 million yuan, a 28.12% increase from 2023, and a net profit of about 22 million yuan, marking a 659.83% increase [8].

Core Viewpoint - Anhui Huaye Spice Co., Ltd. has approved a plan to issue shares to specific investors through a simplified procedure, aiming to raise funds not exceeding 113 million yuan, which aligns with regulatory requirements and the company's strategic goals [2][7][10]. Group 1: Meeting and Approval - The supervisory board meeting was held on June 19, 2025, with all five supervisors present, and the meeting was deemed legal and effective [1]. - The supervisory board unanimously approved the proposal for the company to issue shares to specific investors, confirming compliance with relevant laws and regulations [2][3]. Group 2: Issuance Details - The type of shares to be issued is ordinary shares (A-shares) with a par value of 1.00 yuan per share [2]. - The issuance will occur within ten working days after the China Securities Regulatory Commission (CSRC) grants registration [2]. - The target investors include up to 35 specific investors, such as securities investment funds, securities companies, and qualified foreign institutional investors [2][3]. Group 3: Pricing and Quantity - The pricing benchmark date is set for the first day of the issuance period, with the issuance price not lower than 80% of the average trading price over the previous 20 trading days [4]. - The total number of shares issued will not exceed 30% of the company's total shares prior to the issuance, with the total fundraising amount capped at 300 million yuan [5][6]. Group 4: Fund Utilization - The funds raised will be used for a project to produce 3,230 tons of spices, with an investment total of 140.63 million yuan, of which 113 million yuan will come from the issuance [6]. - If the actual net amount raised is less than the planned investment, the company will cover the shortfall with self-raised funds [6]. Group 5: Regulatory Compliance and Future Steps - The issuance plan must be approved by the Shenzhen Stock Exchange and registered with the CSRC before implementation [10]. - The resolution for the issuance is valid until the 2025 annual general meeting [10].

Meeting Details - The company will hold its first extraordinary general meeting of shareholders in 2025 on July 15, 2025, at 14:30 [1] - Shareholders can vote through on-site attendance or online voting via the Shenzhen Stock Exchange system on the same day [1][2] - The registration deadline for shareholders to attend the meeting is July 10, 2025 [2] Voting Procedures - Shareholders can choose one voting method: on-site voting, Shenzhen Stock Exchange trading system voting, or internet voting [2] - The voting results will consider only the first valid vote in case of duplicate votes [2] - Special resolutions require approval from more than two-thirds of the voting rights held by attending shareholders [3] Agenda Items - The meeting will discuss three main proposals: 1. Proposal to change the total number of shares and registered capital, and amend the company’s articles of association [2][6] 2. Proposal for the simplified procedure for issuing shares to specific targets, which may dilute immediate returns and related commitments [2][6] 3. Proposal for the three-year shareholder dividend return plan for 2025-2027 [2][6] Registration and Attendance - Registration for corporate shareholders requires legal representatives to present identification and company documents [4] - Individual shareholders must present personal identification and securities account cards for registration [4] - Remote shareholders can register via mail or fax, with confirmation required [4] Online Voting Instructions - Shareholders can participate in online voting through the Shenzhen Stock Exchange system, with detailed procedures provided in the attachments [6][7] - The voting process includes setting up proposals and submitting voting opinions [6]

Core Viewpoint - Anhui Huaye Fragrance Co., Ltd. plans to issue shares through a simplified procedure to specific targets, which may dilute immediate returns, and has proposed measures to compensate for this dilution [2][6][14]. Financial Impact Analysis - The company estimates that the total amount raised from this issuance will be 113 million yuan, with a maximum of 22.4394 million shares to be issued [3][4]. - The financial impact of the issuance on key indicators has been analyzed under three scenarios regarding net profit for 2025 compared to 2024: a 10% increase, no change, and a 10% decrease [4][5]. - Before the issuance, the total share capital is 74.798 million shares, which will increase to 97.2374 million shares post-issuance [4]. Scenarios for Financial Indicators - **Scenario 1**: If the net profit increases by 10%, the basic earnings per share (EPS) will rise from 0.30 yuan to 0.32 yuan [4]. - **Scenario 2**: If the net profit remains unchanged, the EPS will stay at 0.30 yuan [4]. - **Scenario 3**: If the net profit decreases by 10%, the EPS will drop to 0.27 yuan [4]. Necessity and Reasonableness of the Issuance - The fundraising project is closely aligned with the company's main business and complies with national industrial policies, aiming to enhance market competitiveness and achieve sustainable development [6][7]. - The new production capacity will help maintain the company's leading position in the fragrance industry [6][10]. Measures to Mitigate Dilution Impact - The company will implement strict management and usage protocols for the raised funds to ensure effective and safe utilization [11][12]. - The company plans to accelerate the construction of the fundraising projects to achieve expected benefits as soon as possible [12]. - A profit distribution system will be established to enhance investor return mechanisms, ensuring continuous and stable profit distribution [12][13]. Commitments from Key Stakeholders - The company's board and senior management have committed to ensuring the effectiveness of the measures to compensate for the dilution of immediate returns [13][14]. - The controlling shareholder has also made commitments to uphold the measures aimed at protecting shareholder interests [14].

Core Viewpoint - Anhui Huaye Spice Co., Ltd. has disclosed its compliance with regulatory requirements and the absence of penalties from securities regulatory authorities over the past five years, while addressing recent regulatory measures taken against the company [1][5]. Regulatory Measures and Penalties - The company has not faced any penalties from securities regulatory authorities or exchanges in the last five years [1]. - In 2023, the company received a warning letter from the Anhui Securities Regulatory Bureau due to non-compliance in board operations and insider information management [2][3]. - Specific issues included non-compliance in board member voting on remuneration matters and inadequate management of insider information registrants [2][3]. Remedial Actions - The company has committed to improving governance by enhancing compliance with relevant laws and regulations, including the Company Law and the Securities Law [1]. - Management and relevant personnel have undertaken training on governance and compliance to ensure adherence to regulations during board meetings [4]. - The company has revised its insider information management system and will strengthen the execution of compliance measures moving forward [4].

Core Viewpoint - The company has established a three-year shareholder dividend return plan for 2025-2027 to enhance transparency in profit distribution and protect investors' rights [2][3]. Group 1: Planning Considerations - The plan considers long-term sustainable development, shareholder demands, social capital costs, and external financing environments [2]. - The company aims to balance short-term and long-term interests of shareholders while ensuring a stable profit distribution policy [2]. Group 2: Distribution Principles - The plan will comply with national laws and regulations, ensuring continuous and stable profit distribution while considering the long-term interests of all shareholders [2][3]. - The company will seek input from shareholders, especially minority shareholders, independent directors, and supervisors during the decision-making process [2][3]. Group 3: Specific Dividend Return Plan (2025-2027) - The company will prioritize cash dividends, with a principle of distributing cash dividends at least once a year, subject to profitability and funding needs [3]. - The cash dividend proportion will vary based on the company's development stage and major capital expenditure plans, with minimum cash dividend ratios set at 80%, 40%, and 20% for different scenarios [3][4]. Group 4: Conditions for Cash Dividends - Cash dividends can only be implemented if the following conditions are met: earnings per share of at least 0.1 yuan, a standard unqualified audit report, and no major investment plans or cash expenditures [4][5]. Group 5: Decision Mechanism and Procedures - The profit distribution proposal will be drafted based on the company's situation and funding needs, reviewed by the board and supervisory committee, and submitted for shareholder approval [5][6]. - Independent directors can express independent opinions on the cash dividend plan, and any non-accepted opinions must be disclosed [6]. Group 6: Adjustment Mechanism - The company will review the shareholder return plan every three years, considering previous execution and feedback from shareholders and independent directors [7]. - Any adjustments to the profit distribution policy must follow established procedures and receive approval from two-thirds of voting shareholders [6][7].

证券代码：300886 证券简称：华业香料 公告编号：2025-031 安徽华业香料股份有限公司 关于拟变更公司股份总数、注册资本暨修订公司 | 股份总数 | | 注册资本 | | | --- | --- | --- | --- | | 74,555,000 变更前 | 股 | 74,555,000 | 元 | | 变更后 74,798,000 | 股 | 74,798,000 | 元 | | 项目 | | | | 公司 2022 年限制性股票激励计划首次授予第二个归属期归属条件成就，向 激励对象定向发行 243,000 股第二类限制性股票，并完成了上述股份的登记手续。 相关股份已于 2025 年 5 月 20 日上市流通，公司总股本增加 243,000 股。因此， 公司股份总数将由 74,555,000 股变更为 74,798,000 股，注册资本将由人民币 二、公司章程修订的说明 鉴于上述公司股份总数、注册资本的变更，公司拟对《公司章程》部分条款 进行修订，具体内容如下： 章程的公告 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。 安徽华业香料股份有限公司 ...

Core Viewpoint - Anhui Huaye Fragrance Co., Ltd. plans to raise up to RMB 113 million through a simplified procedure for a specific target stock issuance to enhance production capacity and competitiveness in the fragrance industry [1][6][8]. Group 1: Background and Purpose of the Issuance - The issuance aims to meet the funding needs for business development, expand operational scale, and enhance comprehensive competitiveness in line with national policies promoting high-quality development in the fragrance industry [2][4]. - The Ministry of Industry and Information Technology is promoting digitalization, greening, and upgrading of the fragrance industry, encouraging leading enterprises to accelerate technological upgrades and production line transformations [2][3]. Group 2: Market Potential and Growth - The global fragrance market was valued at approximately USD 30.6 billion in 2023, with a projected growth to USD 32.1 billion by 2025, reflecting a 2.3% annual growth rate [3][4]. - The domestic fragrance industry is expected to achieve a main business income of RMB 50 billion by 2025, with an average annual growth rate of over 2% [4][5]. Group 3: Use of Proceeds - The raised funds will be allocated to the first phase of a project aimed at producing 1,300 tons of fragrance annually, with a total investment of RMB 140.63 million [1][6]. - The company may initially use self-raised funds for the project and later replace them with the raised funds once available [1][6]. Group 4: Financial Structure and Risk Management - The issuance is expected to optimize the financial structure, reduce the debt-to-asset ratio, and enhance the company's financial strength and risk resistance [6][7]. - The company aims to avoid high financing costs associated with bank loans by opting for equity financing, which provides long-term stability [7][8]. Group 5: Issuance Process and Compliance - The issuance will target no more than 35 specific investors, including qualified institutional investors and individuals, ensuring compliance with relevant regulations [8][9]. - The pricing of the shares will be based on the average trading price over the 20 trading days prior to the pricing date, ensuring fairness in the issuance process [10][11]. Group 6: Project Viability and Strategic Fit - The fundraising project aligns with the company's core business and national industrial policies, enhancing market competitiveness and long-term sustainable development [21][27]. - The company has a well-established technical team and strong R&D capabilities, with numerous patents and industry recognition, supporting the project's success [22][25].

Core Viewpoint - The report provides an overview of the fundraising and usage of funds by Anhui Huaye Fragrance Co., Ltd., confirming that the funds raised have been fully utilized as per the commitments made during the initial public offering [1][2][3]. Fundraising Overview - The company raised a total of RMB 266.77 million through the issuance of 14.35 million shares at a price of RMB 18.59 per share, with a net amount of RMB 222.62 million after deducting issuance costs [3][4]. - All raised funds were confirmed to be in place by September 10, 2020, as verified by an audit report [3]. Fund Usage and Balance - As of December 31, 2024, the company invested a total of RMB 227.64 million from the raised funds, with prior self-funding of RMB 113.76 million [3][4]. - The company has fully utilized the raised funds by the end of the reporting period [3][4]. Project Investment Details - The company committed to three projects: the annual production of 3,000 tons of butyrolactone series synthetic fragrances, the establishment of a fragrance engineering technology research center, and the marketing network construction project [4][5]. - Changes in project implementation locations and timelines were made, including the relocation of the research center and adjustments to the expected completion dates of various projects [5][6]. Financial Management of Idle Funds - The company has approved the use of idle funds for cash management, allowing up to RMB 80 million to be temporarily invested in safe and liquid financial products [6][7][8]. - As of December 31, 2024, the balance of cash management from idle funds was zero [9]. Project Performance and Benefits - The actual investment in the annual production of 3,000 tons of butyrolactone series synthetic fragrances exceeded the committed amount due to interest and investment income from the fundraising account [11]. - The project has not yet achieved the expected economic benefits, with the cumulative realized benefits falling below the promised returns by over 20% [12].