中国北京建国门外大街 1 号国贸写字楼 2 座 12-15 层 100004 12-15th Floor, China World Office 2, No. 1 Jianguomenwai Avenue, Beijing 100004, China 电话 Tel: +86 10 6563 7181 传真 Fax: +86 10 6569 3838 电邮 Email: beijing@tongshang.com 网址 Web: www.tongshang.com 北京市通商律师事务所 关于安琪酵母股份有限公司 2025 年第四次临时股东会的法律意见书 致：安琪酵母股份有限公司 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》")、《上市公司股东会规则》(以下简称"《股 东会规则》")等法律、法规及规范性文件和《安琪酵母股份有限公司章程》(以 下简称"《公司章程》")的规定，北京市通商律师事务所(以下简称"通商"或 "本所")接受安琪酵母股份有限公司(以下简称"公司")委托，指派本所律师出 席了公司于 2025 年 9 月 12 日召开的 2025 年第四 ...

Market Performance - The seasoning and fermentation sector increased by 0.74% on September 11, with Angel Yeast leading the gains [1] - The Shanghai Composite Index closed at 3875.31, up 1.65%, while the Shenzhen Component Index closed at 12979.89, up 3.36% [1] Individual Stock Performance - Angel Yeast (600298) closed at 41.81, up 1.80% with a trading volume of 109,300 shares and a turnover of 450 million yuan [1] - Lianhua Holdings (600186) closed at 6.11, up 1.66% with a trading volume of 569,300 shares and a turnover of 344 million yuan [1] - Other notable stocks include Haidilao (603288) at 41.29, up 0.83%, and Tianwei Food (603317) at 12.16, up 0.66% [1] Capital Flow Analysis - The seasoning and fermentation sector experienced a net outflow of 105 million yuan from institutional investors, while retail investors saw a net inflow of 106 million yuan [2] - The detailed capital flow indicates that major stocks like Lianhua Holdings and Angel Yeast faced significant net outflows from institutional investors [3] Summary of Capital Flow by Stock - Lianhua Holdings had a net outflow of 28.76 million yuan from institutional investors, while retail investors contributed a net inflow of 4.42 million yuan [3] - Angel Yeast saw a net outflow of 10.89 million yuan from institutional investors, with retail investors contributing a net inflow of 1.44 million yuan [3]

Summary of Anqi Yeast Conference Call Company Overview - **Company**: Anqi Yeast - **Industry**: Yeast production and distribution Key Points Market Expansion Strategy - Anqi Yeast is replicating its multi-channel deep distribution model in emerging markets, particularly in Southeast Asia and the Middle East and North Africa (MENA), which account for approximately 60% of the company's overseas business [2][6] - The company emphasizes local talent development to adapt to market demands in these regions [2][3] Pricing and Product Strategy - In emerging markets, Anqi Yeast employs a pricing strategy to convert customers through cost-performance advantages, gradually adjusting promotional policies and product structures to optimize market presence [2][5] - In India, the company has achieved breakthroughs through its strong product categories, such as brewing yeast, and a price differentiation strategy [2][8] Importance of Southeast Asia - Southeast Asia, especially Indonesia, is crucial for Anqi Yeast due to its weak yeast industrial supply chain and high demand for baking yeast, with downstream catering and baking industries growing at 10% to 15% [2][9] - The low or zero tariff policies between China and Indonesia position Indonesia as a key export market for Chinese brands [2][9] Competitive Landscape - The MENA region has intense competition, with local brands like Pakmaya from Turkey and Lesaffre as significant competitors. Anqi Yeast aims to enhance market share through channel deepening and localization of sales [3][12] - Anqi Yeast has established a strong presence in the Philippines, benefiting from the RCEP agreement's zero-tariff policy, with imports exceeding 10,000 tons [3][13] Growth Potential in India - India is identified as a significant growth market for Anqi Yeast, with a population exceeding 1.4 billion and a substantial market potential of at least 100,000 tons due to the staple consumption of wheat naan [7][8] - The company plans to accelerate factory construction in Indonesia to leverage zero-tariff policies for further market penetration in India [8][15] Development in MENA - Anqi Yeast has been active in the MENA region since the early 2000s, with its Egyptian factory primarily exporting to Europe and Africa, expanding capacity from 35,000 tons to over 55,000 tons [11] - Algeria and Nigeria are also important export markets, with significant demand and weak supply chains creating opportunities for Anqi Yeast [11] Future Opportunities - Anqi Yeast has substantial growth potential in emerging markets such as MENA, Southeast Asia, and India, where large populations and strong demand for fermentation products exist [15] - The company can leverage its past strategies of channel deepening and structural adjustments to capture market share and solidify its competitive advantages [15]

Core Viewpoint - The seasoning and fermentation sector experienced a decline of 0.89% on September 10, with Anqi Yeast leading the drop, while the Shanghai Composite Index rose by 0.13% and the Shenzhen Component Index increased by 0.38% [1][2]. Group 1: Market Performance - The seasoning and fermentation sector's stocks showed mixed performance, with Anji Food closing at 13.58, up by 3.03%, and Anqi Yeast closing at 41.07, down by 2.35% [1][2]. - The total trading volume for the seasoning and fermentation sector was significant, with Anji Food achieving a transaction value of 4.17 billion yuan and Anqi Yeast reaching 5.00 billion yuan [1][2]. Group 2: Capital Flow - The main capital flow in the seasoning and fermentation sector indicated a net outflow of 154 million yuan from institutional investors, while retail investors saw a net inflow of 55.06 million yuan [2][3]. - Specific stocks like Hai Tian Wei Ye and Anji Food had varying capital flows, with Hai Tian Wei Ye experiencing a net inflow of 5.26 million yuan from institutional investors [3].

Investment Rating - The report maintains a "Positive" investment rating, emphasizing the resilience of leading companies and the valuation recovery opportunities in the livestock and restaurant chains [5]. Core Insights - The report highlights that national beer companies have shown stable revenue and profit performance, while regional companies exhibit better elasticity in performance. The cost decline has contributed to gross profit growth, and the improvement in expense ratios is gradually releasing profitability [5][24]. - In the snack food sector, the report notes a divergence in channel performance, with emerging channels like bulk snacks and membership supermarkets maintaining high momentum, while traditional channels face challenges. The focus is shifting from revenue growth to profitability logic [25]. - The restaurant chain sector is experiencing a bottoming out of fundamentals and sentiment, with a gradual recovery expected as policies adjust and consumption peaks approach. The report suggests focusing on undervalued companies like Haidilao and Guangzhou Restaurant [29][31]. - The livestock sector is anticipated to see a fundamental reversal as raw milk prices stabilize and beef prices rise, which could significantly enhance profitability for companies like China Shengmu [36][45]. Summary by Sections Beer - National beer companies have demonstrated operational resilience, with stable revenue growth driven primarily by volume recovery. Regional companies like Yanjing and Zhujiang Beer have shown stronger revenue performance [12][13]. - Cost improvements from raw material price declines and stable pricing have driven gross margin increases for beer companies. The report anticipates continued upward potential in the beer sector as terminal demand gradually recovers [18][24]. Snack Foods - The snack food sector is characterized by a split in channel performance, with new channels like bulk snacks and membership supermarkets thriving, while traditional channels face challenges. The report emphasizes the importance of profitability over revenue growth moving forward [25][26]. - Companies like Wancheng Group and Yuyuan Foods are highlighted for their strong performance in emerging channels, while others are advised to focus on cost optimization to enhance profitability [25][26]. Restaurant Chains - The restaurant sector has been under pressure due to policies and competition, but a recovery is expected as restrictions ease and consumption peaks. The report suggests focusing on companies with low valuations and potential for recovery, such as Haidilao and Green Tea Group [29][31]. - The report notes that the overall restaurant revenue for H1 2025 was 2.75 trillion yuan, reflecting a 4.3% increase, but with high-end dining facing significant challenges [29][30]. Livestock - The livestock sector is expected to see a turnaround as raw milk prices stabilize and beef prices rise, which could significantly enhance profitability for companies like China Shengmu. The report indicates that the most challenging phase for livestock companies may be over [36][45]. - The report highlights that the decline in raw milk prices has pressured revenue, but a stabilization is anticipated, which could improve the valuation of biological assets and overall profitability [36][38].

Market Overview - The seasoning and fermentation sector increased by 1.69% on September 8, with Angel Yeast leading the gains [1] - The Shanghai Composite Index closed at 3826.84, up 0.38%, while the Shenzhen Component Index closed at 12666.84, up 0.61% [1] Stock Performance - Key stocks in the seasoning and fermentation sector showed the following performance: - Angel Yeast (600298) closed at 41.43, up 3.65% with a trading volume of 182,000 shares and a turnover of 744 million yuan [1] - Haitian Flavoring (603288) closed at 41.17, up 1.81% with a trading volume of 251,300 shares and a turnover of 1.03 billion yuan [1] - Other notable stocks include Shengjing Food (300908) at 32.60 (+1.59%), Qianhe Flavoring (603027) at 12.10 (+1.51%), and Zhongju Gaoxin (600872) at 19.40 (+1.31%) [1] Capital Flow - The seasoning and fermentation sector saw a net inflow of 72.54 million yuan from institutional investors, while retail investors experienced a net outflow of 130 million yuan [2] - The capital flow for key stocks is as follows: - Angel Yeast had a net inflow of 59.49 million yuan from institutional investors [3] - Haitian Flavoring saw a net inflow of 45.97 million yuan from institutional investors [3] - Zhongju Gaoxin had a net inflow of 23.37 million yuan from institutional investors [3]

Company Overview - Angel Yeast Co., Ltd. is located at 168 Chengdong Avenue, Yichang City, Hubei Province, established on March 25, 1998, and listed on August 18, 2000. The company primarily engages in the development, production, and operation of yeast, yeast derivatives, and related biological products [1] - The main business revenue composition includes yeast and related industries at 90.62%, others at 7.89%, and packaging materials at 4.07% [1] Stock Performance - As of September 8, Angel Yeast's stock price increased by 2.03%, reaching 40.78 CNY per share, with a trading volume of 2.28 billion CNY and a turnover rate of 0.66%, resulting in a total market capitalization of 354.03 billion CNY [1] - Year-to-date, Angel Yeast's stock price has risen by 14.87%, with a 1.37% increase over the last five trading days, 14.81% over the last 20 days, and 15.36% over the last 60 days [1] Financial Performance - For the first half of 2025, Angel Yeast achieved operating revenue of 7.899 billion CNY, representing a year-on-year growth of 10.10%, and a net profit attributable to shareholders of 799 million CNY, reflecting a year-on-year increase of 15.66% [2] - Since its A-share listing, Angel Yeast has distributed a total of 3.961 billion CNY in dividends, with 1.341 billion CNY distributed over the past three years [3] Shareholder Information - As of June 30, 2025, the number of shareholders for Angel Yeast was 63,900, a decrease of 5.74% from the previous period, with an average of 13,411 circulating shares per person, an increase of 6.42% [2] - The second-largest circulating shareholder is Hong Kong Central Clearing Limited, holding 36.9082 million shares, an increase of 1.3394 million shares from the previous period [3]

Group 1: Broker Ratings Overview - On September 5, brokers issued "buy" ratings for nearly 70 A-share listed companies, focusing on industries such as textiles, food and beverage, chemical raw materials, consumer electronics, oil, construction materials, gaming, and agriculture [1][2][3] - The most recommended stock was Huali Group, receiving 13 broker reports in the past month, with two reports on September 5 alone [3][4] - Anqi Yeast was the second most recommended stock, with 12 broker reports in the past month, also highlighted on September 5 [3][4] Group 2: Company-Specific Insights - Huali Group's projected net profits for 2025-2027 are 34.86 billion, 40.39 billion, and 49.10 billion yuan, with year-on-year growth rates of -9.23%, 15.85%, and 21.58% respectively, leading to a PE ratio of 17.41, 15.03, and 12.36 for the same years [3] - Anqi Yeast's expected net profits for 2025-2027 are 16.5 billion, 19.8 billion, and 22.9 billion yuan, with year-on-year growth rates of +25%, +20%, and +16%, resulting in a PE ratio of 21, 17, and 15 [3] - Hualu Hengsheng is also gaining attention, with projected net profits of 42.2 billion, 48.9 billion, and 56.0 billion yuan for 2025-2027, corresponding to PE ratios of 14, 12, and 10 [4] Group 3: Additional Notable Companies - Other companies receiving significant attention include Anke Innovation, Heng Rui Pharmaceutical, China National Offshore Oil Corporation, San Ke Tree, Kai Ying Network, Wen's Shares, and Mai Rui Medical, all of which have garnered multiple broker reports in the past month [4]

Investment Rating - The report assigns a "Buy" rating for the company, indicating a positive outlook based on its global expansion and expected profit inflection point [5]. Core Views - The company is projected to achieve net profits of 1.65 billion, 1.98 billion, and 2.29 billion RMB for the years 2025, 2026, and 2027 respectively, reflecting year-on-year growth rates of +25%, +20%, and +16% [5]. - The current price-to-earnings (P/E) ratios for the respective years are estimated at 21, 17, and 15 times [5]. - The company is recognized as a global leader in yeast production, with stable revenue growth and an upward profit cycle anticipated [5]. Financial Performance Summary - For the first half of 2025, the company reported revenue of 7.899 billion RMB, a year-on-year increase of +10.1%, and a net profit of 799 million RMB, up +15.66% [7]. - In Q2 2025, revenue reached 4.105 billion RMB, reflecting a +11.19% year-on-year growth, while net profit was 429 million RMB, increasing by +15.35% [7]. - The company’s gross margin improved significantly, with a comprehensive gross margin of 26.09% for the first half of 2025, up 1.81 percentage points year-on-year [7]. - The company’s domestic and overseas revenue growth rates in Q2 were +4.3% and +22.3% respectively, indicating strong international performance [7]. Revenue and Profit Forecast - The company’s revenue is expected to grow from 13.581 billion RMB in 2023 to 21.281 billion RMB in 2027, with a compound annual growth rate (CAGR) of approximately 11.41% [6]. - The projected net profit for 2025 is 1.65 billion RMB, with a growth rate of +24.59% compared to the previous year [6]. - The earnings per share (EPS) is forecasted to increase from 1.53 RMB in 2024 to 2.64 RMB in 2027 [8].

Summary of Anqi Yeast Conference Call Company Overview - Anqi Yeast operates in the Chinese baking and fermented food sector, demonstrating strong pricing power and channel service capabilities, enabling it to achieve sustained growth despite market cycles [2][3]. Key Points Industry and Market Dynamics - The domestic demand for Anqi Yeast remains stable, primarily due to its role as a core ingredient in baked goods and Chinese-style fermented foods, which exhibit strong rigidity [3]. - Internationally, Anqi Yeast has a competitive advantage through localization strategies and a well-established channel network, resulting in a robust annual revenue growth of approximately 20% [2][3]. Financial Performance and Projections - The company anticipates a revenue growth rate of 10%-15% annually, with profit growth potentially exceeding 20% due to effective cost control measures [4][7]. - The price fluctuations of molasses, a key raw material, significantly impact profits. It is expected that by 2026, the cost of molasses will drop below 1,000 RMB per ton, enhancing profit elasticity [5][6]. Cost Control and Profitability - Cost control is identified as a crucial driver for future performance. A 10% reduction in costs could directly contribute to at least a 10% increase in profit growth [4][8]. - The company has shown a trend of profit improvement due to cost reductions, with expectations for this trend to continue into the next year [5][8]. Employee Incentives and Corporate Governance - Anqi Yeast has implemented two large-scale equity incentive plans in 2021 and 2024, covering nearly 1,000 employees, which effectively aligns the interests of core employees with the company [6]. - The equity incentive ratio has been increasing, significantly impacting core employees and ensuring alignment of interests, which is expected to drive performance growth [6][9]. Investment Outlook - Overall, Anqi Yeast is viewed positively for its future development prospects, with strong revenue growth certainty and effective cost control measures leading to significant profit growth [9][10]. - The current valuation is considered reasonable, with limited downside risk, making it a noteworthy investment opportunity [8][9]. Additional Insights - The company’s focus on high-value products is expected to further enhance profitability, and the potential for expansion in international markets remains significant despite the current overseas revenue contribution being only 30-40% [2][3].