恒顺醋业年度股东会 法律意见书 江苏世纪同仁律师事务所 关于江苏恒顺醋业股份有限公司 2024 年年度股东会的法律意见书 致：江苏恒顺醋业股份有限公司 根据《中华人民共和国公司法（2023 年修正）》《中华人民共和国证券法 （2019 年修订）》《上市公司股东会规则》（证监会公告[2025]7 号）和《上海 证券交易所上市公司自律监管指引第 1 号-规范运作》等法律、法规和规范性文 件以及《江苏恒顺醋业股份有限公司章程》（以下简称"《公司章程》"）的规 定，本所受江苏恒顺醋业股份有限公司（以下简称"公司"）董事会的委托，指 派本所律师出席公司 2024 年年度股东会，并就本次年度股东会的召集、召开程 序、出席会议人员资格、召集人资格、表决程序以及表决结果的合法有效性等事 项出具法律意见。 为出具本法律意见书，本所律师对本次年度股东会所涉及的有关事项进行了 审查，查阅了相关会议文件，并对有关问题进行了必要的核查和验证。 本所律师同意将本法律意见书随公司本次年度股东会决议一并公告，并依法 对本法律意见书承担相应的责任。 本所律师根据相关法律、法规和规范性文件的要求，按照律师行业公认的业 务标准、道德规范和勤勉尽责 ...

Group 1: Plant-Based Beverage Industry - The plant-based beverage industry is experiencing a divergence in performance among major companies, with some like Yangyuan Beverage seeing profit growth despite a slight revenue decline, while others like Huanlejia face declines in both revenue and profit [2] - Traditional plant-based beverages are limited by seasonal demand and face competition from emerging categories, necessitating innovation to meet the health-conscious preferences of younger consumers [2] Group 2: Chinese Condiment Industry - The Chinese condiment industry has evolved from a focus on export during the planned economy era to becoming a global rule-maker, with companies like Haitian Flavoring and Lee Kum Kee leading the way [3][4] - The industry is leveraging cultural exports and technological innovation to reshape its landscape, emphasizing quality and innovation to support the globalization of Chinese flavors [4] Group 3: Community Supermarkets - Community supermarkets are gaining traction, with brands like Ole' and Hema NB expanding rapidly, focusing on middle-class consumers and enhancing product quality and efficiency [5] - The core competitiveness of community supermarkets lies in product control and operational efficiency, requiring deep supply chain engagement and digital tool application [5] Group 4: Health and Wellness Trends - There is a growing trend among young consumers towards "light wellness" products, with a focus on health-conscious beverages that are low in sugar and calories [6] - Boxed water products have seen significant sales growth, with products like fig and flaxseed water experiencing a 130% increase in sales [6] Group 5: Instant Food Market - The instant food market is shifting from high-end products to a focus on affordability, with budget products now accounting for nearly 50% of the instant noodle market [7] - Future opportunities lie in diversifying flavors and adjusting strategies to meet the differentiated demands of various market segments [7] Group 6: Aging Population and Bakery Market - The aging population is driving demand for soft-textured baked goods, with health-oriented and age-appropriate products becoming market hotspots [9] - Innovations inspired by Japanese practices, such as low-sugar and low-salt options, are key directions for the industry [9] Group 7: Snack Food Market Forecast - The Chinese snack food market is projected to grow to 972 billion yuan by 2025, with nut snacks holding the largest market share [10] - The industry is witnessing a shift towards health-oriented ready-to-eat products, with e-commerce and live streaming becoming significant growth drivers [10] Group 8: Beverage Market Dynamics - The beverage market is undergoing adjustments, with significant growth in electrolyte water and tea beverages, while packaged water sales are declining [12] - Companies like Nongfu Spring and Eastroc Beverage are experiencing contrasting performance, highlighting the competitive landscape [12] Group 9: Pre-made Dishes Market - The pre-made dishes market is experiencing a cooling phase, with many leading companies facing revenue declines due to changing consumer demands and increased competition [14] - Opportunities remain in local specialties and high-end products, with new retail channels emerging as growth points [14] Group 10: Health Drink Innovations - The market for Chinese herbal health drinks is expanding rapidly, with sales increasing from 0.1 billion yuan in 2018 to an expected 10 billion yuan by 2028 [19] - Companies are focusing on packaging, formulation, and marketing to differentiate themselves in a competitive landscape [19] Group 11: Functional Beverage Market - The functional beverage market is becoming increasingly diverse, with brands like Zhenguanzhuang entering the market with zero-sugar options targeting health-conscious consumers [32] - The collaboration between Zhenguanzhuang and Super Extreme Drink aims to fill market gaps and cater to the preferences of the younger generation [32] Group 12: Snack Food IPO Trends - Recent trends show a surge in snack food companies seeking IPOs in Hong Kong, with brands like Three Squirrels aiming to solidify their market position [21] - These companies face challenges related to competition and growth bottlenecks, despite their ambitions for expansion [21]

Investment Rating - The report maintains a "Buy" investment rating for the company [1][9] Core Views - The company is experiencing continuous operational recovery, with the effects of reforms being released [1] - The company reported a total revenue of 2.196 billion yuan in 2024, a year-on-year increase of 4%, and a net profit of 127 million yuan, a year-on-year increase of 47% [4][9] - The company is expected to achieve restorative growth across all products in 2025, with projected EPS of 0.16 yuan, corresponding to a PE ratio of 48 times [9] Summary by Sections Financial Performance - In 2024, the company achieved a total revenue of 21.96 billion yuan, with a net profit of 1.27 billion yuan, and a non-recurring net profit of 1.13 billion yuan [4] - The fourth quarter of 2024 saw a total revenue of 6.65 billion yuan, a year-on-year increase of 42%, and a net profit turnaround from a loss of 51 million yuan in 2023Q4 to a profit of 7 million yuan [4] - For Q1 2025, total revenue was 6.26 billion yuan, a year-on-year increase of 36%, with a net profit of 57 million yuan, a year-on-year increase of 2% [4] Profitability Improvement - The company's gross margin for 2024 and Q1 2025 was 34.72% and 35.50%, respectively, with a notable cost reduction from cleaning up long-tail products [5] - The net profit margin for 2024 and Q1 2025 was 5.08% and 8.96%, respectively, indicating improved operational quality [5] Product Growth and Strategy - Revenue from vinegar, wine, and sauce products in 2024 was 12.66 billion yuan, 3.29 billion yuan, and 1.80 billion yuan, respectively, with a focus on product line optimization [6] - In Q1 2025, revenue from these products showed restorative growth, with vinegar, wine, and sauce revenues increasing by 19%, 9%, and 35%, respectively [6] Sales Channel Optimization - The company reported a 0.5% increase in dealer revenue and a 3% increase in direct sales revenue in 2024, with a focus on improving dealer quality [7] - In Q1 2025, dealer and direct sales revenue increased by 40% and 64%, respectively, indicating a balanced recovery across all channels [7] Earnings Forecast - The company is expected to achieve a revenue of 2.351 billion yuan in 2025, with a net profit of 182 million yuan, reflecting a growth rate of 7.1% and 42.8%, respectively [11]

股票代码：600305 股票简称：恒顺醋业 公告编号：临 2025-035 江苏恒顺醋业股份有限公司 关于自有资金理财产品到期赎回的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重 大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 一、已履行的审议程序 公司 2024 年 4 月 26 日召开第八届董事会第三十二次会议、第八届监事会第二十七 次会议及 2024 年 5 月 20 日召开 2023 年年度股东大会，审议通过了《关于公司使用自有 闲置资金进行委托理财的议案》，同意公司使用自有闲置资金不超过 10 亿元人民币进行 委托理财，上述额度内的资金可循环进行投资滚动使用；决议有效期及额度的使用期限 为公司股东大会决议通过之日起一年以内；单个投资产品期限最长不超过 12 个月；使用 期限内任一时点的交易金额（含前述投资的收益进行再投资的相关金额）不应超过上述 额度。 2025 年 5 月 8 日，公司赎回申万宏源证券有限公司龙鼎定制 1326 期收益凭证产品， 收回本金人民币 5,000 万元整，取得收益 800,342.47 元，实际年化收益率 2.05%。 三、 ...

Investment Rating - The investment rating for the company is "Buy" and is maintained [9]. Core Views - The company achieved a total operating revenue of 626 million yuan in Q1 2025, representing a year-on-year increase of 35.97%. The net profit attributable to the parent company was 56.52 million yuan, up 2.36% year-on-year, while the net profit after deducting non-recurring gains and losses was 48.17 million yuan, an increase of 6.08% year-on-year [2][4]. Revenue Analysis - Revenue growth was driven by a recovery in the income side, with the vinegar series generating 365 million yuan (up 19.1% year-on-year), the wine series 84 million yuan (up 9.07%), the sauce series 44 million yuan (up 35.35%), and other products 124 million yuan (up 431.49%) [5]. - By channel, revenue from direct sales was 27 million yuan (up 64.44%), foreign trade 7 million yuan (down 3.21%), distribution 584 million yuan (up 40.22%), online sales 69 million yuan (up 8.88%), and offline sales 548 million yuan (up 45.73%) [5]. - By region, revenue from the northern region was 53 million yuan (up 36.27%), eastern region 157 million yuan (up 43.76%), northern Jiangsu 90 million yuan (up 90.95%), southern Jiangsu 169 million yuan (up 33.34%), southwestern region 73 million yuan (down 2.34%), and central region 75 million yuan (up 76.42%) [5]. Profitability Analysis - The company's net profit margin decreased by 2.96 percentage points year-on-year to 9.03%, and the gross profit margin fell by 5.88 percentage points to 35.5%. The expense ratio decreased by 2.92 percentage points to 24.87% [6]. - The decline in gross profit margin is attributed to an increase in cost-effective products and heightened promotional efforts. The decrease in the expense ratio is mainly due to improved management efficiency, but it was insufficient to fully offset the impact of the declining gross profit margin on profitability [6]. Future Outlook - The company is deepening state-owned enterprise reforms, with the implementation of an employee stock ownership plan and a market-oriented compensation performance system, effectively stimulating employee enthusiasm, especially in the marketing team [7]. - New production capacity from projects such as the 100,000-ton yellow wine and sauce construction project and the intelligent production project for 100,000 tons of seasoning has been put into operation, providing a solid foundation for future growth [7]. - The company is expected to focus on its three core products: vinegar, wine, and sauce, by launching high-cost performance new products, expanding B-end channels in catering, and developing community stores in new retail formats to drive sales growth. The projected EPS for 2025 and 2026 is 0.13 and 0.16 yuan, respectively, corresponding to PE ratios of 62 and 49 times [7].

Investment Rating - The report maintains an "Add" rating for the company [2][3]. Core Views - The company has shown a significant revenue rebound in Q1, with a year-on-year increase of 35.97%, while net profit grew by only 2.36%, primarily due to product mix issues affecting profitability [1][3]. - The new chairman has emphasized a focus on the vinegar core business, aiming to enhance growth capabilities and boost internal morale [1][3]. - Despite facing short-term pressures, the company possesses long-term competitive advantages due to its strong brand and product quality [1][3]. - The report suggests maintaining patience with the company as it implements reform measures and anticipates performance improvements [1][3]. Financial Performance Summary - In Q1, the company achieved a revenue of 626 million yuan, a 35.97% increase year-on-year, while the net profit was 57 million yuan, up 2.36% [1][3]. - The vinegar segment saw a revenue increase of 19.10% year-on-year, while the sauce segment experienced a high growth of 35.35% [1][3]. - The gross margin was reported at 35.5%, down 5.88 percentage points year-on-year, mainly due to a higher proportion of lower-margin products [1][3]. - The company expects to focus on core business development and adapt to industry changes, with a goal of improving brand influence and expanding product offerings [1][3]. Financial Data and Projections - The company forecasts total revenue growth of 9.8% in 2025, with net profit expected to increase by 47.8% [4][11]. - The projected earnings per share (EPS) for 2025 is 0.17 yuan, with a price-to-earnings (PE) ratio of 47.4 [4][11]. - The company’s total assets are projected to reach 4.476 billion yuan by 2025, with a debt-to-asset ratio of 24.4% [10][11].

Investment Rating - The report maintains a "Recommendation" rating for Hengshun Vinegar Industry (600305) with a target price of 8.8 yuan [1]. Core Insights - In Q1 2025, the company achieved total revenue of 626 million yuan, representing a year-on-year increase of 36.0%. The net profit attributable to shareholders was 57 million yuan, up 2.4% year-on-year [1][7]. - The revenue growth in Q1 2025 was driven by a low base effect from Q1 2024 and accelerated inventory preparation for the Spring Festival, leading to a significant increase in contract liabilities [7]. - Product-wise, revenue from vinegar, wine, and sauce increased by 19.1%, 9.1%, and 35.4% respectively, contributing to a total growth of 18.5% [7]. - Geographically, all regions except the Southwest saw revenue growth, with notable increases in the Northern, Eastern, and Central regions [7]. - Online and offline sales grew by 8.9% and 45.7% respectively, with the number of distributors increasing to 2,034 [7]. - The gross margin for Q1 2025 was 35.5%, down 5.9 percentage points year-on-year, primarily due to product mix adjustments [7]. - The company aims to strengthen its core business and expand its secondary business under the new leadership, focusing on quality, marketing innovation, and cost reduction [7]. Financial Summary - For the fiscal years 2024A to 2027E, total revenue is projected to grow from 2,196 million yuan to 2,716 million yuan, with year-on-year growth rates of 4.2%, 8.1%, 7.4%, and 6.6% respectively [3]. - The net profit attributable to shareholders is expected to increase from 127 million yuan in 2024A to 231 million yuan in 2027E, with growth rates of 46.5%, 40.1%, 13.5%, and 14.3% [3]. - Earnings per share (EPS) is forecasted to rise from 0.11 yuan in 2024A to 0.21 yuan in 2027E, with corresponding price-to-earnings (PE) ratios decreasing from 70 to 39 [3][7].

股票代码：600305 股票简称：恒顺醋业 公告编号：临 2025-032 江苏恒顺醋业股份有限公司 2025 年第一季度与行业相关的定期经营数据公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 根据《上海证券交易所上市公司自律监管指引第3号——行业信息披露第十四号 食品制造》的相关规定，江苏恒顺醋业股份有限公司（以下简称"公司"）现将与行 业相关的定期经营数据（未经审计）披露如下： 一、2025年第一季度主要经营数据 1、按照产品类别分类情况： 3、按照销售渠道分类情况： 单位：万元 | 渠道类型 | 本期销售收入 | 上年同期销售收入 | 同比增减% | | --- | --- | --- | --- | | 线上销售 | 6,933.39 | 6,368.14 | 8.88 | | 线下销售 | 54,809.81 | 37,609.62 | 45.73 | | 合计 | 61,743.20 | 43,977.76 | 40.40 | 4、按照战区分类情况 2、按照销售模式分类情况： 单位：万元 | 渠道类型 ...

股票代码：600305 股票简称：恒顺醋业 公告编号：临 2025-033 江苏恒顺醋业股份有限公司 关于全资子公司购买资产暨关联交易的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 重要内容提示： ●江苏恒顺醋业股份有限公司（以下简称"公司"）全资子公司江苏恒顺 国际贸易有限公司（以下简称"恒顺国贸"）拟向公司控股股东江苏恒顺集团 有限公司（以下简称"恒顺集团"）的全资子公司镇江恒顺房地产开发有限公 司（以下简称"恒顺房地产"）购买其持有的恒美嘉园 31 幢第 5 层 601 室房产， 交易金额 593.95 万元。 ●根据《上海证券交易所股票上市规则》等相关法律法规的规定，本次交 易构成关联交易，但不构成《重大资产重组管理办法》规定的重大资产重组事 项。 ●本次交易已经公司第九届董事会第十次会议和第九届监事会第七次会议 审议通过。本次交易无需提交股东会审议。 ●截至本次关联交易前，过去 12 个月内，除日常关联交易外，公司及子公 司与同一关联人（恒顺集团及其控股股东、下属公司）进行的交易 3 次，累计 金额为 ...

股票代码：600305 股票简称：恒顺醋业 公告编号：临 2025-034 上述项目从投产运行到全面达产尚需一定时间，且未来的市场价格、销售订 单等方面尚存在不确定性，敬请广大投资者关注并注意投资风险。 特此公告！ 江苏恒顺醋业股份有限公司董事会 二○二五年四月三十日 江苏恒顺醋业股份有限公司 关于募投项目部分投产的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 江苏恒顺醋业股份有限公司（以下简称"公司"）2021 年度向特定对象发 行 A 股股票募集资金投资项目"徐州恒顺万通食品酿造有限公司年产 4.5 万吨原 酿酱油醋智能化产线项目"部分生产车间已完成设备安装调试及试生产等前期工 作，现正式投产运行。 上述项目由公司全资子公司徐州恒顺万通食品酿造有限公司（以下简称"恒 顺万通"）建设实施，上述项目部分建成投产将有效提升恒顺万通酱油产能，增 加公司整体酱油规模，增强公司的盈利能力和综合竞争力。 ...