福建万辰生物科技集团股份有限公司 公司独立董事认为，关于关联方为公司 2025 年度向金融机构申请综合授信 额度提供担保暨关联交易事项是综合考虑公司经营和发展需要而做出的，符合 公司实际经营情况和整体发展战略。公司关联方为公司提供担保、不收取费 用，不由公司提供反担保，符合公司和全体股东的利益，本议案的决策程序符 合有关法律法规及公司章程的相关规定，不存在损害公司和股东利益的行为， 特别是中小投资者利益的情形。因此，独立董事同意该议案，并提交董事会审 议。 四、关于控股子公司南京万好商业管理有限公司向控股子公司南京万灿商 业管理有限公司提供财务资助的审核意见 第四届董事会独立董事第九次专门会议审核意见 根据《上市公司独立董事管理办法》《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 号——创业板上市公司规范运作》 及《福建万辰生物科技集团股份有限公司章程》《福建万辰生物科技集团股份有 限公司独立董事工作制度》等法律法规和规章制度的有关规定，福建万辰生物科 技集团股份有限公司（以下简称"公司"）全体独立董事于 2025 年 4 月 17 日召 开第四届董事会独立董事第九次专门会议 ...

福建万辰生物科技集团股份有限公司 2024 年度独立董事述职报告（蔡清良） 尊敬的各位股东及股东代表： 本人作为福建万辰生物科技集团股份有限公司（以下简称"公司"）的独立 董事，在任职期间严格按照《中华人民共和国公司法》（以下简称"《公司法》"）、 《上市公司独立董事管理办法》、《上市公司自律监管指引第 2 号——创业板上 市公司规范运作》等相关法律法规以及《公司章程》、公司《独立董事工作制度》 的规定和要求，本着维护公司合法权益、保障全体股东利益的原则，诚信、勤勉、 忠实地履行独立董事职责，积极出席相关会议，认真审议各项议案并对公司相关 事项发表独立意见。现将本人 2024 年度履职情况报告如下： 一、独立董事的基本情况 蔡清良先生，1966 年 6 月出生，本科学历。历任闽南师范大学副教授，平 和县第三中学支教教师，福建方圆人律师事务所兼职律师，福建南州律师事务所 兼职律师。现任闽南师范大学副教授，福建国远律师事务所兼职律师，福建万辰 生物科技集团股份有限公司独立董事。 报告期内，本人作为公司独立董事任职符合《上市公司独立董事管理办法》 等法律、法规中关于独立性的要求，不存在影响独立性的情况。 报告期内， ...

一、主要会计数据和财务指标 | 名称 持有数量(万股) | | 占总股本比例(%) | 增减情况(万股) | | --- | --- | --- | --- | | 福建含羞草农业开发有限公司 | 4094.90 | 26.30 | 不变 | | 漳州金万辰投资有限公司 | 2993.50 | 19.22 | 不变 | | 彭德建 | 677.75 | 4.35 | 不变 | | 深圳市鼎信企业咨询管理有限责任公司 | 405.90 | 2.61 | 18.18 | | 深圳市为顺正新投资有限责任公司 | 371.84 | 2.39 | 不变 | | 财通价值动量混合A | 297.95 | 1.91 | 新进 | | 财通成长优选混合A | 268.74 | 1.73 | 新进 | | 蒋帅 | 205.56 | 1.32 | 31.07 | | 王泽宁 | 198.00 | 1.27 | 不变 | | 东方红恒阳五年定开混合 | 180.37 | 1.16 | -23.39 | | 较上个报告期退出前十大股东有 | | | | | 东方红睿和三年定开混合A | 209.54 | 1.35 | 退出 | | ...

Dividend and Financial Reporting - The company plans to distribute a cash dividend of 4.00 CNY per 10 shares to all shareholders, based on a total of 179,989,761 shares[4]. - The company emphasizes the importance of accurate financial reporting, with key personnel confirming the report's authenticity and completeness[3]. - The company has not reported any changes in its registered address or historical changes in its registration[14]. - The company operates from its office located in Fujian Zhangpu Taiwan Farmers' Entrepreneurship Park[14]. - The company has engaged Zhongzheng Zhonghuan Accounting Firm for its auditing services, with specific auditors assigned to the report[17]. - The company has a dedicated investor relations team, with contact details provided for inquiries[15]. - The company has outlined its commitment to transparency in its financial disclosures, with multiple platforms listed for accessing its annual report[16]. Financial Performance - The company's operating revenue for 2024 reached ¥32.33 billion, a 247.86% increase compared to ¥9.29 billion in 2023[18]. - Net profit attributable to shareholders was ¥293.52 million, marking a 453.95% increase from a loss of ¥82.93 million in 2023[18]. - The basic earnings per share increased to ¥1.71, a 417.76% rise from -¥0.54 in 2023[18]. - Total assets grew by 84.78% to ¥7.25 billion at the end of 2024, up from ¥3.93 billion at the end of 2023[18]. - The company reported a net cash flow from operating activities of ¥848.35 million, a decrease of 17.08% from ¥1.02 billion in 2023[18]. - The company received government subsidies amounting to ¥105.78 million in 2024, significantly higher than ¥7.55 million in 2023[24]. Retail Snack Business - The company launched a retail snack chain business in Nanjing, achieving rapid growth since its establishment in August 2022[28]. - The retail snack business model focuses on cost efficiency through direct supply chain connections and optimized store operations[29]. - The company plans to continue expanding its retail snack business to enhance market penetration and customer experience[29]. - The company achieved a revenue of 31.79 billion CNY in the snack business, representing a year-on-year growth of 262.94%[43]. - The snack business network expanded to 14,196 stores across 29 provinces, enhancing the scale advantage of the "Good Idea Snacks" brand[43]. - The revenue from bulk snacks accounted for 98.33% of total revenue, amounting to ¥31,790,206,342, with a year-on-year growth of 262.94%[104]. Edible Mushroom Production - The company has a daily production capacity of 379 tons for edible mushrooms, ranking among the top in the domestic industry[40]. - The company utilizes modern biotechnology and factory-based production methods, employing agricultural by-products such as rice bran and corn cobs as cultivation materials[73]. - The company has established a research and development center focused on new variety breeding and the development of new technologies and products, supported by partnerships with agricultural universities[82][83]. - The company has been recognized for its low contamination rate in mushroom production, which is crucial for maintaining profitability and operational efficiency[95]. - The company’s edible mushroom business achieved revenue of 539 million yuan, a year-on-year increase of 0.73%, but incurred operating losses due to low sales prices of key products like enoki mushrooms[72]. Market Trends and Consumer Preferences - The snack retail industry is experiencing structural changes in consumer demand, leading to a preference for high cost-performance brands, which presents growth opportunities for brands with better pricing and quality[30]. - Successful single-store operations in the snack retail industry rely on product structure, procurement costs, brand recognition, and store management, creating a positive cycle of scale expansion and operational efficiency[34]. - The overall market size of snacks, baked goods, and beverages in China is expected to grow from 8.4 trillion yuan in 2010 to 18.6 trillion yuan by 2024, with a compound annual growth rate of 6%[33]. Strategic Initiatives and Future Plans - The company is committed to enhancing operational efficiency through supply chain resilience upgrades and smart logistics system development[42]. - The company is actively exploring international markets while solidifying its domestic presence, particularly in smaller cities[168]. - The company plans to enhance its market share through refined operations and expansion into emerging markets, aiming for steady growth in revenue[165]. - The company is focusing on quality and production stability to ensure a robust supply of high-quality products, thereby increasing brand influence and market share[169]. Governance and Compliance - The company has implemented a transparent performance evaluation system for its directors and senior management[195]. - The company has maintained a clear separation from its controlling shareholders in terms of business and financial operations[194]. - The company is committed to long-term strategic goals and operational objectives through its governance and incentive mechanisms[188]. - The company has established an independent financial accounting system and does not share bank accounts with the controlling shareholder[198]. Challenges and Risks - The company acknowledges the risk of management capabilities not keeping pace with rapid business growth and aims to strengthen its organizational structure and management systems[175]. - The company faces risks related to seasonal price fluctuations in the edible mushroom market, which can impact overall performance and cash flow[179]. - The competitive landscape in traditional retail is intensifying, with new entrants and alternative sales models potentially impacting the company's sales performance[174].

Investment Rating - The report maintains a "Recommended" investment rating for the food and beverage industry, indicating an expected outperformance of over 10% compared to the market index [10]. Core Insights - The March retail sales data exceeded expectations, with a total of 40,940 billion yuan, reflecting a year-on-year growth of 5.9%, driven by the effects of the "old-for-new" policy [5]. - The restaurant sector showed strong resilience, with March dining revenue reaching 4,235 billion yuan, a 5.6% increase year-on-year, supported by policies aimed at expanding domestic demand [6]. - The report highlights specific investment opportunities in various segments, including high-performance liquor brands and efficient dairy producers, as well as emerging snack and beverage companies [7]. Summary by Sections Market Performance - The food and beverage sector has shown mixed performance over different time frames, with a decline of 2.9% over the last month and a 5.7% increase over the last three months, while the Shanghai and Shenzhen 300 index has decreased by 5.6% in the last month but increased by 5.8% over the last year [1]. Retail Sales Data - In the first quarter of 2025, the total retail sales amounted to 124,671 billion yuan, marking a year-on-year increase of 4.6% [5]. - The significant growth in retail sales of optional consumer goods, such as home appliances and furniture, was noted, with increases of 35.1%, 29.5%, and 28.6% respectively [5]. Investment Opportunities - The report recommends specific companies within the liquor sector, such as Shanxi Fenjiu and Shede Liquor, which are expected to show high performance due to low base effects [7]. - In the dairy sector, companies like Modern Farming and Youran Dairy are highlighted for their cost efficiency and production advantages [7]. - The snack food segment is also seen as having growth potential, with recommendations for companies like Wancheng Group and Youyou Foods, which are expected to benefit from channel expansions and new product categories [7].

Industry Investment Rating - The investment rating for the food and beverage industry is "Outperform the Market" and is maintained [1] Core Viewpoints - The report emphasizes the focus on domestic demand due to tariff events, with food and beverage companies primarily targeting the domestic market, leading to better stock performance. It outlines four main investment themes centered on domestic circulation, highlighting short-term catalysts for stock prices, medium to long-term growth prospects, and high dividend yield assets [3][4][19] Summary by Relevant Sections Industry Overview - The closing index for the food and beverage sector is 18005.21, with a 52-week high of 20128.95 and a low of 14118.56 [1] Investment Highlights - Short-term catalysts include the gradual digestion of pressure from snack quarterly reports and the arrival of buying opportunities, with beer entering its peak season and cost improvements continuing. Companies like Dongpeng Beverage and Chengde Lulux are highlighted for their strong performance and attractive valuations [3] - Medium to long-term prospects are positive for companies like Angel Yeast, which is expected to benefit from strong overseas demand and cost improvements, and dairy companies like Yili and New Dairy, which are anticipated to recover profitability due to improved milk prices and demand from birth subsidy policies [3] - High dividend yield assets include brands like Master Kong (5.73%), Uni-President (5.56%), and Chengde Lulux (4.92%) [3] Weekly Performance Review - The food and beverage sector performed well, with the industry index showing a weekly increase of +0.20%, ranking 4th among 30 sectors, outperforming the CSI 300 index by 3.07%. The current dynamic PE ratio is 22.15, which is considered low historically [7][32] Company-Specific Forecasts - Guizhou Moutai is expected to see a revenue growth of 7% and a net profit growth of 8% in Q1 2025, with a focus on maintaining price stability [20] - Yili's revenue is projected to remain flat with a significant drop in net profit due to previous asset transfers, while New Dairy is expected to see a profit increase of 18-20% [22][30] - Dongpeng Beverage is forecasted to achieve a revenue growth of 30% and a net profit growth of 36% in Q1 2025, driven by strong demand for its products [23][30] Market Trends - The report notes a trend towards rational growth in the liquor sector, with major brands like Moutai and Wuliangye maintaining competitive valuations and dividend yields, indicating resilience and risk management capabilities [19][30]

万辰集团 20250312 摘要 Q&A 近期浙商证券对食品饮料行业的投资策略进行了哪些调整？ 浙商证券近期对食品饮料行业的投资策略进行了调整，主要基于以下三点：首 先，零售变革大年下的食品零收益股被认为是今年非常有机会的赛道。2025 年 零售变革不仅包括品质超市如山姆、盒马 NB 电型，还涵盖了折扣超市和线上渠 道的变化，如抖音、美团、饿了么和京东在集市零售上的参与。其次，成本周 期也是一个重要主线，特别是以乳制品为代表的原奶周期变化，例如 UM 牧业和 你们为什么推荐万成集团作为重点投资标的？ 万成集团被推荐为重点投资标的是基于几个方面：首先，公司在 2025 年的利润 预计达到 6 亿多元，而 2026 年预计将达到 10 亿元。在董事长留置事件导致股 价大跌后，这样一个基本面良好的公司提供了很好的上车机会。其次，万成集 团作为硬折扣领域中的纯粹标的，在量贩零食市场具有规模优势、先发优势和 管理优势。此外，公司在费用投放情况下实现了业绩超预期增长，并且少数股 东权益回收节奏也较好。 零食赛道与白酒赛道有哪些不同之处？ 零食赛道与白酒赛道存在显著不同。白酒行业中，上游品牌商占据强大的话语 权，下游渠道在 ...

公司研究 2025.03.11 万辰集团（ 300972） 公司点评报告 签约门店数量突破 15000 家，开店势能延续，坚定看好公司长期发展 方 正 证 券 研 究 所 证 券 研 究 报 告 联系人 毛学东 | | | | 公 | 司 | 信 | 息 | | | --- | --- | --- | --- | --- | | 行业 | | | | 零食 | | 最新收盘价(人民币/元) | | | | 86.64 | | 总市值(亿)(元) | | | | 155.94 | | 52 周最高/最低价(元) | | | | 105.49/18.02 | 历史表现 -44% 11% 66% 121% 176% 24/3/11 24/6/10 24/9/9 24/12/9 万辰集团 沪深300 数据来源：wind 方正证券研究所 相关研究 《万辰集团(300972)：经营基本面稳健，量贩零 食持续开店，多元化探索折扣超市打开成长天 花板》2025.03.09 《万辰集团(300972)：收入持续高增，利润率持 续改善，拓展折扣超市打开增长天花板》 2025.01.25 《万辰集团(300972)：来优品省钱超市 ...

Company and Industry Summary Company Overview - The company has announced that it is not required to assist in any investigations, indicating a stable operational status and robust internal controls and governance structures [1] - The company emphasizes that its operations, including both temporary and practical military businesses, are functioning normally and will not be significantly impacted by recent events [1] Core Business Insights - The company is focused on refining its operational capabilities across various business segments, aiming for steady and high-quality growth while expanding its market presence [2] - In 2025, the company plans to maintain a steady growth pace while continuing to expand, with a focus on consumer demand and optimizing store models to enhance shopping experiences [2] - Recent trials of new store formats and models have been conducted to improve operational efficiency and customer engagement [2] Consumer Engagement and Market Strategy - The company highlights the importance of high-frequency consumer goods in driving foot traffic and enhancing customer loyalty, which in turn boosts sales performance [3] - The company is committed to creating a unique shopping experience that positions it as an essential retail infrastructure within the market [3] Additional Considerations - The management encourages stakeholders to pay attention to industry changes and the company's ongoing business development efforts, reinforcing its commitment to delivering strong performance for shareholders [3]

Group 1: Company Response to Recent Events - The recent announcement does not significantly impact the company's normal operations, as it is unrelated to the company and no assistance in investigations is required [1] - The company's governance and internal control mechanisms are robust, ensuring steady progress in all business areas [1] Group 2: Future Work Focus - The team has been busy over the past year, achieving competitive advantages in the snack segment, with performance results already announced [2] - In 2025, the company aims to maintain steady and high-quality development while continuing to expand, focusing on upgrading store models and improving product offerings to enhance consumer shopping experiences [2] - Various trials and innovations in product structure and business formats have been observed, including customized hit products in snacks and new categories like household cleaning and trendy toys [2] - The ongoing business innovations reflect the continuous enhancement of the company's talent team and sustained improvement in operational efficiency [2]