证券代码：300972 证券简称：万辰集团 公告编号：2025-094 福建万辰生物科技集团股份有限公司 关于公司 2023 年第二期限制性股票激励计划首次授予部分 第二个归属期（第一批次）归属条件成就的公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假 记载、误导性陈述或者重大遗漏。 重要内容提示： 1、符合本次第二类限制性股票归属条件的激励对象共计 55 人 2、本次第二类限制性股票拟归属数量：127.6360 万股，占当前公司总股本 的 0.6803% 3、归属股票来源：公司向激励对象定向发行的本公司人民币 A 股普通股股 票 4、归属时的授予价格：18.05 元/股（调整后） 根据福建万辰生物科技集团股份有限公司（以下简称"公司"或"万辰集团"） 于 2025 年 9 月 24 日召开的第四届董事会第三十五次会议，审议通过了《关于公 司 2023 年第二期限制性股票激励计划首次授予部分第二个归属期（第一批次） 归属条件成就的议案》，董事会认为根据《上市公司股权激励管理办法》（以下 简称"《管理办法》"）、《公司 2023 年第二期限制性股票激励计划》（以下 简称"《激励计划》"或 ...

国浩律师（北京）事务所 关于 福建万辰生物科技集团股份有限公司 2023 年第二期限制性股票激励计划授予价格调 整、首次授予部分第二个归属期（第一批次） 归属条件成就及作废部分限制性股票相关事项 之 法律意见书 北京市朝阳区东三环北路 38 号泰康金融大厦 9 层 邮编：100026 9 th Floor, Taikang Financial Tower, No. 38 North Road East Third Ring, Chaoyang District, Beijing, 100026, China 电话/Tel: 010-65890699 传真/Fax: 010-65176800 网址/Website: http://www.grandall.com.cn 二〇二五年九月 | 释 义 | 3 | | --- | --- | | 一、本次调整、本次归属和本次作废的批准与授权 | 5 | | 二、本次调整的具体情况 | 7 | | 三、本次归属的具体情况 | 7 | | 四、本次作废的具体情况 | 10 | | 五、结论意见 | 10 | 国浩律师（北京）事务所 法律意见书 释 义 在本《法律意见书》中 ...

东方财富证券股份有限公司 二〇二五年九月 关于 福建万辰生物科技集团股份有限公司 2023 年第二期限制性股票激励计划 首次授予部分 第二个归属期（第一批次）归属相关事项 之 独立财务顾问报告 独立财务顾问：东方财富证券股份有限公司 | | | 东方财富证券股份有限公司 独立财务顾问报告 第一章 释 义 在本独立财务顾问报告中，除非文义载明，以下简称具有如下含义： | 释义项 | | 释义内容 | | --- | --- | --- | | 万辰集团、本公司、上市 | | | | 公司、公司 | 指 | 福建万辰生物科技集团股份有限公司 | | 本激励计划 | 指 | 福建万辰生物科技集团股份有限公司 年第二期限制 2023 | | | | 性股票激励计划 | | 《激励计划》 | | 《福建万辰生物科技集团股份有限公司 2023 年第二期限 | | | | 制性股票激励计划》 | | | | 《东方财富证券股份有限公司关于福建万辰生物科技集团 | | 本独立财务顾问报告 | 指 | 股份有限公司 年第二期限制性股票激励计划首次授 2023 | | | | 予部分第二个归属期（第一批次）归属相关事项之独立财 ...

Core Viewpoint - Wanchen Group, the parent company of "Haoxianglai," has officially submitted a listing application to the Hong Kong Stock Exchange for a dual listing, aiming for "A+H" status, following its A-share listing in April 2021 [1] Group 1: Company Overview - Wanchen Group is a leading retail enterprise in China's snack and beverage sector, with a projected GMV growth of 282% from 2023 to 2024 [1] - The brand "Haoxianglai" is expected to rank first in China's snack and beverage retail brand list by GMV in 2024 and has surpassed 10,000 stores nationwide [1] - As of June 30, 2025, the company plans to operate over 15,000 stores across 29 provinces, municipalities, and autonomous regions in China [1] Group 2: Membership and Consumer Engagement - As of August 31, 2025, Wanchen Group has over 150 million registered members, with more than 110 million active members in the first eight months of 2025 [1] - The average monthly consumption frequency per active member was 2.9 times as of August 2025 [1] Group 3: Supply Chain and Pricing Strategy - Approximately 95% of Wanchen Group's products are sourced directly from brand manufacturers, allowing for a 20% to 30% lower retail price compared to similar products in large stores, supermarkets, and convenience stores [2] - The company’s growth is driven by a strategic expansion of its national brand store network, enhancing market penetration [2] Group 4: Business Model and Digital Infrastructure - The company has established a digital system that supports various business operations, from site selection to consumer interaction, reducing operational friction and ensuring efficient network operations [3] - Wanchen Group has a low franchise store closure rate of 1.9%, significantly below the industry average, indicating strong franchisee retention [3] Group 5: Financial Performance - Wanchen Group's revenues for 2022, 2023, and 2024 were 549 million, 9.29 billion, and 32.33 billion respectively, with profits of 67.85 million, -176 million, and 611 million [3] - In the first half of 2025, the company achieved a revenue of 22.58 billion, a year-on-year increase of 106.89%, with a profit of 861 million, up 531.93% [3]

Core Viewpoint - Wancheng Group has submitted an application for listing on the Hong Kong Stock Exchange, aiming for a dual listing in both A-shares and H-shares, with plans to use the raised funds for expansion, product diversification, logistics efficiency, and digital infrastructure upgrades [2] Group 1: Company Overview - Wancheng Group was established in 2011, initially focusing on the industrial cultivation of edible mushrooms and has become a leading supplier in China [2] - The company entered the snack retail industry in 2022, launching the "Liu Xiaochan" brand and forming joint ventures to expand its snack business [3] Group 2: Financial Performance - Wancheng Group's total revenue is projected to grow from 9.3 billion in 2023 to 32.33 billion in 2024, representing a year-on-year increase of 247.9% [2] - The company's GMV is expected to reach 42.6 billion in 2024, with a year-on-year growth of 282% [2] - Adjusted net profit for 2024 is forecasted to be 820 million [2] Group 3: Market Position and Strategy - Wancheng Group operates 15,365 snack and beverage stores across 29 provinces, with over 99% being franchise stores [2] - The company aims to strengthen its competitive position in the Chinese snack retail industry and expand its "hard discount" business model into broader fast-moving consumer goods markets [4] Group 4: Competitor Analysis - Competitor Mingming Hen Mang plans to list on the Hong Kong Stock Exchange, with over 20,000 stores and projected revenues of 4.286 billion, 10.295 billion, and 39.344 billion for 2022, 2023, and 2024 respectively [3] - Mingming Hen Mang's adjusted net profits for the same years are 81 million, 235 million, and 913 million [3]

Core Viewpoint - The domestic retail industry for bulk snacks and beverages is experiencing a significant surge in listings, with companies like Wancheng Group pursuing dual listings on the Hong Kong Stock Exchange after strong market performance [2][3]. Company Overview - Wancheng Group, established in 2000, initially focused on the industrial cultivation of edible mushrooms and has since transformed into a dual business model of "edible mushrooms + bulk snacks" after a strategic shift in 2022 [3][11]. - The company has rapidly expanded its store count to over 15,000 by mid-2023, positioning itself among the top players in the industry [9][11]. Market Strategy - Wancheng Group employs a "low-price necessity + community chain" strategy, achieving a pricing advantage of 20% to 30% lower than similar products in supermarkets and convenience stores [3][5]. - The company has streamlined operations by directly sourcing 95% of its products from manufacturers, significantly reducing inventory turnover days from 44.7 days in 2022 to 16.8 days in 2023 [6][11]. Financial Performance - The company's revenue skyrocketed from 549 million RMB in 2022 to 32.33 billion RMB in 2024, with net profit increasing from 68 million RMB to 611 million RMB during the same period [11]. - In the first half of 2023, Wancheng Group reported a revenue of 22.58 billion RMB and a net profit of 861 million RMB, reflecting a year-on-year profit increase of approximately 532% [11]. Competitive Landscape - The bulk snack and beverage retail sector is projected to grow rapidly, with an expected compound annual growth rate of 36.5% from 2024 to 2029, indicating a lucrative market for players like Wancheng Group [12]. - The competition is intensifying, particularly with rivals like "Mingming Hen Mang," which has also expanded aggressively, surpassing 20,000 stores nationwide [14]. Challenges and Risks - Despite rapid growth, Wancheng Group faces challenges such as increasing debt levels, with total liabilities exceeding 5 billion RMB and a debt-to-asset ratio of 68.95% as of mid-2023 [14][15]. - The company has also seen a rise in store closures, with 290 stores shut down in the first half of 2023, indicating potential operational inefficiencies and pressures on franchise profitability [16][17].

人民财讯9月24日电，万辰集团(300972)9月24日早间公告，公司已于2025年9月23日向香港联交所递交 了发行境外上市股份(H股)并在香港联交所主板挂牌上市的申请，并于同日在香港联交所网站刊登了本 次发行上市的申请资料。 ...

Core Viewpoint - Fujian Wancheng Biotechnology Group Co., Ltd. (Wancheng Group) has submitted its listing application to the Hong Kong Stock Exchange, aiming to further expand its leading position in China's snack and beverage retail market [1][5]. Group 1: Business Model and Growth - Wancheng Group is recognized as the fastest-growing snack and beverage retail company in China, with its brand "Haoxianglai" being the first in the country to exceed 10,000 stores [1]. - The company reported a total revenue increase from RMB 9.3 billion in 2023 to RMB 32.33 billion in 2024, representing a year-on-year growth of 247.9% [5]. - The group's GMV is projected to reach RMB 42.6 billion in 2024, a 282% increase compared to 2023, leading the industry in growth rate [5]. Group 2: Operational Efficiency - Wancheng Group has digitized all core business processes through its self-developed IT system, enhancing operational efficiency and decision-making accuracy [3]. - The company operates over 15,000 stores across 29 provinces in China, establishing a robust store network with deep penetration in high-consumption areas [9]. - The digital system provides franchisees with real-time access to key sales data, enabling dynamic optimization of product displays and combinations [9]. Group 3: Supply Chain and Cost Efficiency - Approximately 95% of products are sourced directly from brand manufacturers, allowing the company to offer prices 20%-30% lower than traditional supermarkets [12]. - Wancheng Group has built a strong logistics network with 51 ambient warehouses and 13 cold chain warehouses, achieving a replenishment cycle of "T+1" for most stores [12]. - The use of automated guided vehicles (AGVs) and image recognition technology in warehouses enhances efficiency and reduces labor costs [12]. Group 4: Future Plans and Market Position - The funds raised from the IPO will be used to expand and upgrade the store network, enrich product offerings, and enhance logistics efficiency [13]. - Wancheng Group aims to solidify its leadership in the snack and beverage retail sector and expand its successful "hard discount" model into broader fast-moving consumer goods markets [13].

Core Viewpoint - Fujian Wancheng Biotechnology Group Co., Ltd. has submitted its listing application to the Hong Kong Stock Exchange, aiming to expand its presence in the rapidly growing snack and beverage retail market in China [1] Financial Performance - The company's total revenue is projected to grow from RMB 9.3 billion in 2023 to RMB 32.33 billion in 2024, representing a year-on-year increase of 247.9% [3] - The Group's GMV is expected to reach RMB 42.6 billion in 2024, a year-on-year growth of 282% [3] - For the first half of 2025, the company reported revenue of RMB 22.58 billion, a year-on-year increase of 106.9%, with an adjusted net profit of RMB 920 million [3] Business Model and Growth Strategy - The company's growth is driven by a "growth flywheel" consisting of five key elements that create a win-win situation for consumers, franchisees, suppliers, and the company [4] - The expansion of the store network enhances purchasing power and strengthens bargaining capabilities with suppliers, allowing the company to offer high-quality products at competitive prices [6] Competitive Advantages - As of June 30, 2025, the company operates over 15,000 stores across 29 provinces in China, establishing a significant scale advantage [7] - The company has accumulated over 150 million registered members, providing a solid foundation for sustained growth [7] - The company achieves high supply chain efficiency, with approximately 95% of products sourced directly from manufacturers, resulting in a 20%-30% lower retail price compared to traditional supermarkets [7] Product Strategy - The company has a professional procurement team of over 200 people and maintains a product pool of over 4,000 SKUs, ensuring a diverse yet efficient product offering [8] - The company introduces an average of 250 new SKUs each month, keeping the product lineup fresh and responsive to market trends [8] - The company has launched two proprietary product lines, "Haoxianglai Value" and "Haoxianglai Selection," targeting different consumer needs and enhancing brand perception [9][11] Customer Experience - The company aims to create a shopping environment that combines shopping, entertainment, and social interaction, enhancing customer engagement and increasing average transaction value [12] - Store designs are standardized and tailored to different consumer scenarios, providing a one-stop shopping experience [12] Future Outlook - The company plans to use the funds raised from the IPO to further expand and upgrade its store network, enhance product offerings, improve logistics efficiency, and upgrade digital infrastructure [14] - With the support of capital, the company aims to solidify its leadership position in the Chinese snack and beverage retail industry and expand its successful discount model into broader fast-moving consumer goods markets [14]

Group 1 - The core viewpoint of the articles is that Wancheng Group has submitted an application for listing on the Hong Kong Stock Exchange, showcasing strong growth potential in the changing consumer market [1][2] - Wancheng Group's total revenue is projected to grow from 9.3 billion in 2023 to 32.33 billion in 2024, representing a year-on-year increase of 247.9% [1] - The company's GMV is expected to reach 42.6 billion in 2024, with a year-on-year growth of 282%, leading the industry in growth rate [1] - For the first half of 2025, Wancheng Group reported revenue of 22.58 billion, a year-on-year increase of 106.9%, and an adjusted net profit of 9.2 billion [1] - As of June 30, 2025, Wancheng Group operates over 15,000 stores across 29 provinces in China, indicating extensive coverage and deep penetration in core areas [1] Group 2 - The funds raised from the IPO will be used for expanding and upgrading the store network, enriching the product portfolio, improving logistics efficiency, and upgrading digital infrastructure [2] - With the support of capital, Wancheng Group aims to strengthen its competitive advantage in the Chinese snack and beverage retail industry and expand its successful "hard discount" business model into a broader fast-moving consumer goods market [2]