Company Overview - Tongling Jeya Biotechnology Co., Ltd. was established in 1999, specializing in the research, production, and sales of wet wipes, with over 20 years of industry experience [2]. - The company was listed on the Shenzhen Stock Exchange's Growth Enterprise Market on December 3, 2021, and is steadily advancing its fundraising projects [2]. Financial Performance - In Q1 2025, the company reported a revenue of 124 million yuan and a net profit of 10.06 million yuan [2]. Business Operations - As of Q2 2025, the company has a stable order flow in its wet wipes business, with existing customers in Europe and Canada [3]. - The current production capacity utilization rate is approximately 80% [3]. - The U.S. wet wipes factory is under construction and is expected to commence production next year, primarily serving international brand clients in the North American market [3]. Clientele and Market Expansion - Key clients in the wet wipes business include international brands such as Woolworths, Kimberly-Clark, Johnson & Johnson, Procter & Gamble, as well as domestic e-commerce brands like Babycare and Dongfang Zhenxuan [3]. - The company anticipates that overseas orders will increase, with foreign sales expected to account for over 50% of total business in 2025 [3]. Risk Management - Investment risks associated with the U.S. factory include uncertainties in facility renovation and approval processes, customer audit outcomes, potential delays in production timelines, and cultural differences affecting production efficiency [3]. Future Business Strategy - The company plans to expand its cosmetics business, primarily through contract manufacturing for L'Oréal, while also exploring domestic clients [4]. - The current revenue from proprietary brands is low, with a focus on contract manufacturing [4]. - Future business drivers include expanding existing brand client relationships and leveraging the new U.S. factory [4]. Stock Performance - The company's stock price fluctuations are influenced by macroeconomic factors, industry policies, and market sentiment, with no undisclosed significant information affecting operations as of the date of the meeting [4].

Core Viewpoint - The company, Jieya Co., Ltd., faces internal dissent regarding its 2025 restricted stock incentive plan, with significant opposition from non-independent director Yu Yancheng, who argues that the plan is overly conservative and misaligned with the interests of minority shareholders [1][4]. Group 1: Incentive Plan Details - The incentive plan proposes to grant a total of 1.82 million restricted shares, with an initial grant price of 12.63 yuan per share, significantly lower than the company's net asset value of 22.86 yuan per share [1][4]. - The plan includes 10 recipients, including 4 senior executives, who collectively will receive 700,000 shares valued at over 18.8 million yuan based on the closing price of 26.92 yuan per share on July 22 [1][2]. Group 2: Performance Assessment Criteria - The performance assessment for the restricted stock grants spans from 2025 to 2027, requiring revenue growth rates of at least 25%, 50%, and 100% for the respective years [3][6]. - The company previously launched an incentive plan in 2022, which set revenue growth targets of at least 10%, 30%, and 50% for the years 2023 to 2025, but failed to meet these targets, resulting in the cancellation of unvested shares [5][7]. Group 3: Historical Context and Stakeholder Concerns - Yu Yancheng, who has been with the company in various capacities since 2012, expressed concerns that the current plan's structure and timing do not align with shareholder interests, particularly for minority shareholders [3][4]. - The company has a history of overlapping performance targets between different incentive plans, leading to confusion and potential conflicts in revenue assessment for the same fiscal year [5][7].

Group 1 - On July 21, a total of 13 companies were investigated by institutions, with 8 companies being surveyed by funds, highlighting a significant interest in Zhejiang Fu Holdings, which had 14 participating funds [1] - Other companies that attracted attention included Jieya Co., which had 9 funds participating, and Chutianlong, which had 6 funds involved in the survey [1] - Among the surveyed companies, 4 were from the Shenzhen main board and 4 from the ChiNext board, indicating a balanced interest across different market segments [2] Group 2 - The total market capitalization of the surveyed companies included 4 with a market cap of less than 10 billion yuan, specifically Jieya Co., Yuningwei, and Aidi Te [2] - In terms of market performance, 7 out of the surveyed stocks increased in value over the past 5 days, with North Chemical Co. leading at a rise of 32.77%, followed by Suzhou Tianmai at 23.93% and Zhejiang Fu Holdings at 11.48% [2] - Only one stock, Chutianlong, experienced a decline, with a drop of 6.85% [2] Group 3 - Among the surveyed companies, only 2 released half-year performance forecasts, with one company expecting an increase in net profit [2] - North Chemical Co. is projected to have the highest net profit growth, with an expected median net profit of 105 million yuan, representing a year-on-year increase of 201.48% [2]

Group 1 - The beauty care sector experienced a significant rise at the beginning of trading, with Jeya Co., Ltd. (301108) increasing by over 10% [1] - Yiyi Co., Ltd. (001206) approached the daily limit increase, indicating strong market interest [1] - Aimeike (300896) saw an increase of over 4%, reflecting positive sentiment in the industry [1] Group 2 - Other companies such as Shuiyang Co., Ltd. (300740) and Shanghai Jahwa United Co., Ltd. (600315) also experienced upward movement, suggesting a broader trend in the beauty care sector [1]

Core Viewpoint - The company is set to implement a restricted stock incentive plan for 2025, which is deemed beneficial for its long-term development and aligns with the interests of shareholders [1][4]. Group 1: Eligibility and Conditions - The company has the necessary qualifications to implement the incentive plan, ensuring that the incentive objects meet the legal and regulatory requirements [2]. - Specific prohibitive conditions for implementing the stock incentive plan include negative audit opinions on financial reports and failure to distribute profits according to legal and regulatory standards [1][2]. Group 2: Incentive Objects - The incentive plan targets directors, senior management, core technical and business personnel, and other employees who directly impact the company's performance, excluding foreign personnel and major shareholders [2][3]. Group 3: Disclosure and Approval Process - The company must publicly disclose the names and positions of the incentive objects for at least 10 days before the shareholders' meeting, allowing for feedback on the proposed list [3]. - The plan requires approval from the shareholders' meeting before implementation, ensuring compliance with relevant laws and regulations [3][4]. Group 4: Strategic Alignment - The incentive plan is designed to create a shared interest between employees and shareholders, enhancing management efficiency and supporting the company's sustainable development [4].

Group 1 - The company held its sixth board meeting on July 21, 2025, via communication, with 9 directors expected to attend and all legal requirements met [1] - The board approved the draft of the 2025 Restricted Stock Incentive Plan to attract and retain talent, enhance the incentive effect, and promote long-term stable development [1][2] - The plan requires approval from the shareholders' meeting, needing more than two-thirds of the voting rights to pass [2][6] Group 2 - The board proposed to authorize the board to manage the implementation of the 2025 Restricted Stock Incentive Plan, including determining eligibility and adjusting stock grants based on corporate actions [4][5] - The board's decision on the incentive plan received 3 votes in favor and 1 against, with the dissenting director citing concerns over the timing and conservativeness of the plan [2][6][8] - The company plans to hold a temporary shareholders' meeting on August 8, 2025, to discuss the incentive plan and other matters [7]

Meeting Information - The company will hold its fourth extraordinary general meeting of shareholders on August 8, 2025, at 14:30 [1] - Network voting will also take place on the same day, with specific time slots for voting through the Shenzhen Stock Exchange trading system and internet voting system [1][2] Voting Procedures - Shareholders can choose to attend the meeting in person or authorize a representative to attend [2] - Network voting is available through the Shenzhen Stock Exchange trading system and internet voting system, with detailed procedures provided [5][7] Agenda Items - The meeting will review several proposals, including the draft of the 2025 Restricted Stock Incentive Plan and related matters [3][4] - Proposals 1 to 3 require a special resolution, needing more than two-thirds of the votes from attending shareholders [4] Registration and Attendance - The record date for shareholders to attend the meeting is August 4, 2025, and those holding shares on this date are eligible to participate [4] - Specific registration procedures are outlined for both individual shareholders and authorized representatives [4][6] Additional Information - The company will separately count votes from minority investors, defined as shareholders excluding directors, senior management, and those holding more than 5% of shares [4] - The company has provided a detailed voting process for shareholders participating via the internet [5][7]

证券代码：301108 证券简称：洁雅股份 公告编号：2025-054 铜陵洁雅生物科技股份有限公司 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 一、担保情况概述 铜陵洁雅生物科技股份有限公司（以下简称"公司"或"洁雅股份"）于 2025 年 7 月 21 日召开第六届董事会第二次会议，审议通过了《关于为参股公司提供担 保暨关联交易的议案》。本事项已经公司独立董事专门会议审议通过。 根据业务发展需要，公司参股公司赛得利（铜陵）无纺材料有限公司（以下 简称"赛得利铜陵"）拟向银行申请总额度为 3000 万元的贷款，贷款期限为三年。 公司及其他各方股东拟按各自持股比例提供担保，公司持有赛得利铜陵 20%的股 权，赛得利（九江）纤维有限公司（以下简称"赛得利九江"）持有赛得利铜陵 式为连带责任担保，担保期限以与银行签署的协议为准，其余股东按照持股比例 为赛得利铜陵提供担保。 公司董事长兼总经理蔡英传先生在赛得利铜陵担任董事，公司董事兼财务总 监杨凡龙先生在赛得利铜陵担任监事。根据《深圳证券交易所创业板股票上市规 则》的规定，赛得利铜陵为公司的关联法人。本次公司与 ...

Core Viewpoint - The legal opinion letter from Anhui Tianhe Law Firm confirms that Tongling Jieya Biotechnology Co., Ltd. is eligible to implement its 2025 restricted stock incentive plan, adhering to relevant laws and regulations [1][3][29]. Group 1: Company Background - Tongling Jieya Biotechnology Co., Ltd. is a legally established and validly existing listed company, having been registered in December 2008 and listed on the Shenzhen Stock Exchange's Growth Enterprise Market [3][4]. - The company holds a business license issued by the Market Supervision Administration of Tongling City, with a unified social credit code [4]. Group 2: Incentive Plan Overview - The purpose of the 2025 restricted stock incentive plan is to establish a long-term incentive mechanism to attract and retain talent, aligning the interests of shareholders, the company, and core team members [5][10]. - The plan involves granting a total of 1.82 million restricted shares, accounting for 1.62% of the company's total share capital as of the announcement date [9][10]. Group 3: Eligibility and Conditions - The incentive plan specifies that eligible participants include directors, senior management, and other personnel deemed necessary for motivation, excluding independent directors and certain major shareholders [6][8]. - The plan outlines specific conditions under which restricted shares can be granted and vested, including performance targets based on revenue growth rates for the years 2025 to 2027 [18][19]. Group 4: Granting and Vesting Details - The initial grant price for the restricted shares is set at 12.63 yuan per share, which is compliant with the stipulated pricing regulations [15][29]. - The vesting schedule includes multiple phases, with specific percentages of shares vesting after designated periods, contingent upon meeting performance criteria [12][19]. Group 5: Adjustments and Procedures - The plan includes provisions for adjustments to the number and price of restricted shares in the event of corporate actions such as stock splits or capital increases [20][22]. - The implementation of the incentive plan requires approval from the board of directors and the shareholders' meeting, with specific procedures for public disclosure and compliance with legal requirements [23][24].

Summary of Key Points from the Conference Call of Jieya Co., Ltd. Company Overview - Jieya Co., Ltd. is benefiting from Kimberly-Clark's strategic adjustments in the European market, with expected new orders in 2025 bringing nearly 200 million RMB in sales [2][6] - The company is actively expanding its business in Australia, New Zealand, Southeast Asia, and Latin America, indicating significant growth in international markets [2] Core Business Developments - Jieya has secured a project with Procter & Gamble in the Canadian market, with an expected annual sales of approximately 30 million RMB, potentially increasing to nearly 100 million RMB [2][8] - The new factory in North Carolina, USA, originally planned to start production in 2025, has been delayed to Q1 2026 due to approval and client review factors, with a designed capacity of 100 million USD [2][11] - In the first half of 2025, Jieya's revenue growth is expected to be around 10%, with better profit growth anticipated, and a faster growth rate expected in the second half of the year [2][15] Client and Market Structure - Jieya primarily serves major international brands such as Johnson & Johnson, Kimberly-Clark, Procter & Gamble, L'Oréal, and Australia's largest supermarket chain, Woolworths [4] - The company's business structure is heavily focused on wet wipes, which constitute the majority of its offerings, while cosmetics account for about 10% of overall business [4] Financial Performance and Projections - In Q1 2025, Jieya reported a slight decline in performance, but a recovery is expected in Q2 due to new orders, with overall performance showing improvement [3][15] - The company has a strong financial reserve of approximately 1.3 billion RMB, sufficient to support business expansion [5][30] Strategic Partnerships and Market Trends - The strategic shift by Kimberly-Clark to outsource production has created opportunities for Jieya, with a significant increase in orders expected [7] - The wet wipes industry is facing increased competition from new entrants, but major players like Jieya focus on their market shares without significant conflict [17] Future Growth and Investment Plans - Jieya aims to explore international market opportunities and product categories as key growth drivers, with plans to maintain stable growth in core business areas [13][14] - The company is considering investments and acquisitions to seek business growth, particularly targeting brand collaborations [24] Challenges and Risks - The company faces challenges in the cosmetics sector due to reduced orders from L'Oréal, but it plans to continue serving L'Oréal while expanding domestic client relationships [5][23] - There are uncertainties regarding the production timeline of the new factory in the USA, which could impact future revenue [11][20] Export and Domestic Sales Dynamics - Jieya's export ratio is expected to increase from 50% in 2024 to 70% in 2025, while domestic sales are projected to decrease to 30% [27] Profitability Outlook - The gross margin is projected to improve as international business grows, with current margins around 20%-25% for international operations and about 10% for domestic [28] Conclusion - Jieya Co., Ltd. is positioned for growth through strategic partnerships, international market expansion, and a focus on core competencies in wet wipes, while navigating challenges in the cosmetics sector and maintaining a strong financial foundation [31]